I. Name, Offices and Purposes 

1.1 Corporate name. The Corporation’s name shall be the Somerset Hills Soccer Club, Inc. In addition, it shall have the right, from time to time, to operate under such other names as it may receive authorization to use pursuant to applicable law.

1.2 Principal office. The Corporation’s principal office shall be at 29 Old Coach Road, Basking Ridge, New Jersey, or at such other place as the Trustees may from time to time determine. 

1.3 Other places or business. The Board of Trustees may, at any time, establish offices at any location where the Corporation is qualified to do business.

1.4 Corporate purpose. The Corporation has been organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any further federal tax code. More specifically, the purposes for which the Corporation is organized are to firmly implant in the children of the Somerset Hills area the ideals of good sportsmanship, honesty, loyalty and courage, and to promote the play of soccer among youth below the age of 20.

1.5 Purpose of bylaws. These bylaws (the “Bylaws”) establish rules and procedures for conducting the affairs of the Corporation. They are binding on the Board of Trustees, on members of any committees established by the Board of Trustees, and on the Corporation’s officers, whether those persons served in the applicable capacity at the time these Bylaws were adopted or were appointed or elected to the position at a later date. These Bylaws are subject to the provisions of the New Jersey Non-profit Corporation Act ("the Act") and the Corporation’s Certificate of Incorporation, as they may be amended from time to time. If any provision in these Bylaws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.

2.1 Board of Trustees. The affairs of the Corporation shall be managed by a Board of Trustees (the “Board”) consisting of no fewer than 7 and no more than 15 members (the “Trustees”). The Board of Trustees shall be responsible for the adoption, by majority vote, of policies required for the prudent management of the Corporation.

2.2 Regular Meetings of Board of Trustees. The Board of Trustees shall hold regular meetings 2 times per year, during or after each of the fall and spring seasons, at the Corporation’s principal office or at such other place as may be acceptable to a majority of the Trustees. At each such meeting, the Board shall determine the date, time and place of the next regular meeting. The Corporation’s Secretary shall notify any Trustee not present at that meeting of the date, time and place of the next regular meeting by sending written notice to each such Trustee at least 30 days in advance of the date therein designated for that meeting.

2.3 Special Meetings. A special meeting of the Board may be called at any time by the President of the Corporation or any 3 Trustees for any purpose consistent with the Corporation’s Certificate of Incorporation or the Bylaws. Such meeting shall be held upon five days’ notice if given by e-mail, telephone or in person, or upon 10 days’ notice if given by U.S. mail. Such notice shall specify the time and date of the meeting.

2.4 Waivers of Notice. Notice of a meeting need not be given to any Trustee who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such Trustee of such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting.

2.7 Removal of Trustees of the Board of Trustees. A Trustee may be removed for good cause upon the vote of two-thirds of the entire Board membership.

III. Officers 

3.1 Officers. The officers of the Corporation (the “Officers”) shall consist of the President, Vice President, Secretary, Treasurer, and such other officers as the Board of Trustees deems necessary for the conduct of the Corporation’s affairs. Any two or more offices may be held by the same person but no Officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these bylaws to be executed, acknowledged or verified by two or more Officers. The duties and authority of the Officers shall be determined from time to time by the Board. Subject to any such determination, the Officers shall have the duties and authority set forth in the following paragraphs.

3.2 Duties of the President. The President shall have general charge and supervision over and responsibility for the affairs of the Corporation, and shall preside at all meetings of the Board of Trustees. Unless otherwise directed by the Board, all other Officers shall be subject to the authority and the supervision of the President. The President may enter into and execute in the name of the Corporation contracts or other instruments not in the regular course of business which are authorized either generally or specifically by the Board. The President shall have the general powers and duties of management usually vested in the office of the president of a nonprofit corporation. The President may, from time to time, delegate any or all of his duties and authority to any other Officer. 

3.3 Duties of the Vice President. The Vice President shall perform the duties of the President in the President’s absence or inability to perform said duties. The Vice President shall also have such additional responsibilities as the President or the Board may, from time to time, delegate to him.

3.4 Duties of the Secretary. The Secretary shall cause notices of all meetings to be served as prescribed in these Bylaws and shall keep or cause to be kept the minutes of all meetings of the Board. The Secretary shall have charge of the seal of the Corporation and shall perform such other duties and possess such powers as are incident to the office or as shall be delegated to him by the President or the Board. 

3.5 Duties of the Treasurer. The Treasurer shall have the custody of the funds of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to the office or as shall be assigned to him by the President or the Board.

3.6 Removal of Officers. All Officers serve at the pleasure of the Board of Trustees. The Board may remove any Officers, with or without cause, by a vote of two-thirds of the entire Board membership. An Officer may be removed as an Officer of the Corporation and remain a member of the Board of Trustees unless removed as a member of the Board of Trustees as provided herein.

3.7 Vacancies. In the event of the resignation, death or incapacity of an Officer the President shall be entitled to appoint a Trustee to fill the unexpired term of such Officer. Notwithstanding the above, in the event of a vacancy in the office of the President, the Vice President shall assume the office of President, and the resulting vacancy in the office of Vice President shall be filled as provided herein. 

3.8 Compensation. No Officer shall receive a fee, salary or remuneration of any kind for his services as an Officer. The Corporation may, however, reimburse Officers for reasonable expenses incurred by them, provided such expenses have been approved by the Board.

IV. Board Committees 

4.1 Appointment of Board Committees. The Board, by resolution adopted by a majority of the entire Board, immediately following its election, shall appoint from among its members an Executive Committee, a Finance Committee, and a Nominating Committee. To the extent provided in such resolution, each such committee shall have and may exercise all the authority of the Board, except that no such committee shall take any action prohibited by N.J.S.A. 15A:6-9. The Board may, by resolution adopted by a majority of the entire Board: fill any vacancy in, appoint alternate members to, or remove a member from, any such committee.

4.2 Committee meetings. Board committees shall meet at such times and places as may be acceptable to a majority of the members of that committee. The presence of a majority of the members of a committee shall constitute a quorum for the transaction of business by that committee.

4.3 Membership and duties of the Executive Committee. The Executive Committee shall consist of the President, the Vice President, and three other Trustees, and shall be chaired by the President.. The Executive Committee shall have responsibility for all operations of the Corporation. 

4.4 Membership and duties of the Finance Committee. The Finance Committee shall consist of the President, the Treasurer, and one other Trustee, and shall be chaired by the Treasurer. The Finance Committee shall be responsible for all financial and administrative matters of the corporation and compliance with all tax and regulatory requirements. The Finance Committee shall engage a qualified independent auditor to audit the books and records of the corporation at the close of each fiscal year.

4.5 Membership and duties of the Nominating Committee. The Nominating Committee shall consist of three Trustees other than the President. The Nominating Committee shall be responsible for proposing candidates for election to the Board of Trustees upon term expiration and for appointment by the President in the event of a vacancy, as provided herein. 

V. Election of Trustees of the Board of Trustees and Appointment of Officers

5.1 Nominations. At least 30 days prior to the regularly scheduled fall meeting of the Board of Trustees, the Nominating Committee shall propose a slate of candidates for all Trustees for whom terms of office are expiring. Names of candidates, other than those proposed by the Nominating Committee, may be placed in nomination from the floor at the Board meeting at which Trustees are elected. 

5.2 Term of office for members of the Board of Trustees. The term of office for each Trustee shall be three years from the January 1st following the date of election and thereafter until his successor has been elected and qualified. Expiration of terms of office shall be staggered such that approximately one-third of Trustees’ terms expire each calendar year. Nothing herein shall be construed to prevent a Trustee from succeeding himself or herself in office for additional terms.

5.3 Voting. Election of Trustees shall be by majority vote by the incumbent Trustees at the regularly scheduled fall meeting each calendar year. If there is more than one nomination for a position, voting shall be by secret written ballot.

5.4 Appointment of Officers. The Board, by resolution adopted by a majority of the entire Board, immediately following its election, shall appoint the Officers from among the members of the Board of Trustees. 

5.5 Term of Office for Officers. The term of office for each Officer shall be one year from the January 1st following the date of appointment and shall continue thereafter until his successor has been appointed and qualified. Nothing herein shall be construed to prevent an Officer from succeeding himself or herself in office for additional terms.

VI. Contributions and Dissolution 

6.1 Contributions. The Corporation shall have the right to solicit and accept contributions from third parties. All monies thus received will be used in furtherance of the Corporation’s purpose as hereinabove stated. The Corporation shall have the right, however, to use a reasonable amount of any sums received for the payment of administrative expenses.

6.2 Dissolution of the Corporation. Upon dissolution of the Corporation, the Board of Trustees shall utilize the Corporation’s assets for the payment of all obligations and liabilities. Any remaining assets will be disposed of in a manner consistent with the Corporation’s purposes as hereinabove stated, either in the form of direct expenditures or by disbursement to one or more organizations organized and operated exclusively for charitable, scientific, educational, or religious purposes so as to qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code or any corresponding provision of a future law of similar import, or to the United States, or a state or local government, for a public purpose.  

VII. Conflicts of Interest 

7.1 Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Trustees, or between the Corporation and any other corporation, firm, association or entity in which one or more of its Trustees are directors or officers, or have a substantial personal, professional, political or financial interest, shall be approved by a vote of the Board or any committee thereof if such Trustee or Trustees (hereinafter “Interested Trustees”) are present at the meeting of the Board, or of a committee thereof, which authorizes such contract or transaction, or his or her votes are counted for such purpose, unless the material facts as to the Interested Trustee’s interest in such contract or transaction and as to any such common directorship, officership or personal, professional, political or financial interest are disclosed in good faith or are known to the Board or committee, and the Board or committee authorizes such contract or transaction by unanimous written consent, provided at least one Trustee so consenting is disinterested, or by a majority vote without counting the vote or votes of the Interested Trustee or Interested Trustees even though the disinterested Trustees may be less than a quorum. 

VIII. Miscellaneous Provisions 

8.1 Amendment to Bylaws. These Bylaws may be altered, amended or repealed by the vote of two-thirds of the entire Board. Written notice of any such Bylaw change to be voted upon by the Board shall be given not less than ten (10) days prior to the meeting at which such change shall be proposed. 

8.2 Fiscal year. The Corporation’s fiscal year shall run from the first day of January of each year to the thirty-first of December of that year.

8.3 Indemnification of members of the Board of Trustees and Officers. The Trustees and the Officers shall be indemnified by the Corporation to the maximum extent permitted under the Act. The Corporation shall obtain and maintain policies of directors and officers liability insurance with coverage and terms as determined by the Board. 

8.4 Effect of headings. Headings have been used throughout these bylaws as a matter of convenience. Such headings shall not be deemed interpretative of the contents of the corporation’s bylaws.

8.5 Gender and number. To the extent that the masculine singular has been used in these Bylaws as a matter of convenience, such words shall be read to include more than one gender or person as the context may require. 

8.6 Applicability of New Jersey law. The corporation has been formed pursuant to the laws of the State of New Jersey. These Bylaws shall be construed in accordance with the Act and any other applicable laws.