MSA Constitution / Bylaws
2024 MSA Bylaws in PDF form
Updated, November 2024
I. PURPOSE
The Medina Soccer Association (hereafter referred to as MSA) is a non-profit organization created to teach the game of soccer and develop the concept of good sportsmanship and fair play. The Association is organized exclusively for charitable and education purposes under Section 501-(c) (3) of the Internal Revenue Code of 1954.
No part of the net earnings of the Association shall inure to the benefit of, or be distributed to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
Notwithstanding any other provisions of these articles, the corporation shall not carry any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954.
II. DISSOLUTION OF ASSOCIATION
Upon the dissolution of MSA, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all assets of the Association in such a manner, or to such Organization or education purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Code), as the Executive Board shall determine. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purpose or to such organization as said court shall determine, which are organized and operated for such purposes.
III. AMENDMENTS
A. This constitution may be amended by a simple majority vote of the membership at the Annual General Meeting (AGM), provided however, that the proposed amendments should be presented to the membership in writing at least 30 days prior to the AGM. Amendments submitted 30 days prior need a simple majority to be adopted. Amendments proposed at the AGM must receive 75% of the vote of those who cast their ballots.
ARTICLE I: JURISDICTION
SECTION 1: BOUNDARIES
A. MSA shall be open to participants who reside within the city limits of Medina or within the Medina City School District or whose child or children attend public or parochial schools in Medina, Ohio. Participation may be extended to participants outside of Medina City School District on a case-by-case basis.
ARTICLE II: GENERAL
SECTION 1: MEMBERSHIP
A. The registered members of MSA shall be all parents/ legal guardians and children, residing within the Medina area, who pay the registration fee for MSA. The parent/legal guardian of any youth enrolled as a participant in the Association shall automatically become a registered member of the Association upon payment of the registration fee for such participant.
SECTION 2: VOTING MEMBERS
A. Voting members for the annual meeting and bylaws changes are all registered members of MSA who have reached their 18th year of age, and have acknowledged the Constitution and bylaws of MSA.
B. Any person serving in the capacity of a person officially appointed to a position by the Board or duly authorized Director, who does not have a child in the program, shall automatically become a registered member of MSA. These appointees will be subject to the risk management program and any other background check program required by the State of Ohio and any other MSA requirements.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1: DUTIES OF THE BOARD OF DIRECTORS
A. Conduct the business of MSA.
B. Approve the program budgets.
C. Will make the decisions to improve, remove, and/or add to the league programs and procedures.
D. Appoint all coaches, managers, volunteers, and others and ensure that all are covered under any and all affiliated governing bodies and/or any other background check required by the State of Ohio.
E. Will coordinate, through designated persons, the various programs offered by MSA.
F. Will appoint committees and chairs as needed with the President presenting the candidate and the Board approving or disapproving of the proposed person(s).
G. Will ensure all funds are spent in approved ways and contract for an outside audit as needed.
H. Will abide by, and cause all members to abide by the rules of MSA, any affiliated governing bodies, and the United States Soccer Federation (USSF).
I. Will ensure that all games and practices are conducted in a positive environment, including proper fields, trained coaches, referees, and good sportsmanship.
J. Will provide proper disciplinary action, as defined by MSA Disciplinary Guidelines and affiliated leagues governed by any affiliated governing bodies and USSF.
K. Directors must provide the yearly plan and budget for their area of responsibility to be reviewed at the July meeting and approved prior to August 1st.
L. To encourage members to volunteer for appointed positions and/or Directors of the Board within the organization.
M. Directors are expected to attend regular meetings.
SECTION 2: MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors shall consist of 12 members:
1. President
2. Vice President
3. Treasurer
4. Director of Communication
5. Director of Boys (Rangers) Travel
6. Director of Girls (Classics) Travel
7. Director of Recreation, Term A
8. Director of Recreation, Term B
9. Director of Registration
10. Director of Facilities and Equipment
11. Director of Fields
12. Director of Referees
SECTION 3: MEMBERS OF EXECUTIVE BOARD OF DIRECTORS
The Executive Board of Directors shall consist of 7 members:
1. President
2. Vice President
3. Treasurer
4. Director of Boys (Rangers) Travel
5. Director of Girls (Classics)Travel
6. Director of Recreation, Term A
7. Director of Recreation, Term B
SECTION 4: ELECTION OF BOARD OF DIRECTORS
A. Election of officers shall be by ballot at the Annual General Meeting (AGM) of MSA in November. Winners will be determined by the highest number of votes received and will assume their duties at the end of the AGM.
B. The following offices of the Board of Directors shall be elected on even numbered years:
1. President
2. Director of Communications
3. Director of Girls (Classics) Travel
4. Director of Recreation, Term A
5. Director of Registration
6. Director of Referees
C. The following offices of the Board of Directors shall be elected on odd numbered years:
1. Vice President
2. Treasurer
3. Director of Boys (Rangers) Travel
4. Director of Recreation, Term B
5. Director of Facilities and Equipment
6. Director of Fields
SECTION 5: TERM OF OFFICE
A. Each member of the Board of Directors (hereafter referred to as the Board) is generally elected for the term of two (2) years.
B. Officers will start their term at the adjournment of the AGM, at which the newly elected officer will assume all of the duties of their office.
C. Board members may be subject to dismissal for non-performance of their position. Dismissal requires a majority vote of the Board.
D. Board members may only hold one elected position at any given time.
E. President may appoint an Interim Director to fill a position with the approval of the Board. This interim position may be filled by an existing Board member.
SECTION 6: ELIGIBILITY FOR OFFICE
A. Board members are restricted to members of MSA
B. A prerequisite for the office of President and Vice President is two full terms served as a member of the Board. If no qualified and willing member is available, then a prerequisite of one term as an active Board member or three years as an active committee chairperson will be required. If this requirement cannot be met, then an open election shall be held.
SECTION 7: MEMBERSHIP VACANCIES ON THE BOARD
A. If a vacancy occurs in the Presidency, the Vice-President shall assume the office until the AGM, at which time the office will be filled either to a new two-year term or to complete the final year of the term.
B. If a vacancy occurs in any other position, the President shall appoint a qualified member, with approval of the Board, until the next election at which time the office will be filled either to a new two-year term or to complete the final year of that term.
SECTION 8: SPECIFIC DUTIES OF BOARD MEMBERS
A. President
a. Shall preside over all meetings.
b. Shall appoint committees with Board approval.
c. Shall conduct the daily business of the Board.
d. Shall represent MSA at the official and unofficial activities of any affiliated governing body.
e. Shall register as the Business Agent of the Association with the Ohio Secretary of State office as required by the Articles of Incorporation.
f. Must keep the Articles of Incorporation (May 21, 2001) and Non-Profit status up to date.
g. Responsible for ensuring that Board members perform their duties in an acceptable and timely manner.
h. President will fill all vacancies on the Board.
i. Shall appoint, with Board approval and within sixty (60) days of the conclusion of the annual MSA soccer tournament, a Tournament Committee Chairperson.
j. Shall distribute an agenda for any regular meeting no later than 5:00pm the Friday prior to a regular meeting.
k. May appoint those individuals necessary to assist in meeting his/her duties.
B. Vice-President
a. Shall act as an assistant to the President.
b. Shall, in the absence of the President, preside over meetings of the Association.
c. Shall be the compliance person for any and all affiliated governing bodies’ risk management program and/or any program for background checks as required by the State of Ohio.
d. Will make sure that all insurance forms and payments are made.
e. Shall be responsible for soliciting sponsorships and for coordinating Board fundraising efforts.
f. May appoint those individuals necessary to assist in meeting his/her duties.
C. Treasurer
a. Shall receive and disburse all of the funds for MSA and maintain a permanent record of such receipts and disbursements.
b. Shall maintain the approved budget(s) of the MSA program.
c. Shall submit a quarterly summary of income and expenses of MSA to the Board.
d. Shall render a full accounting to the Board on an annual basis.
e. Shall initiate a financial review with an external accounting firm prior to vacating the position or every four years, whichever occurs first.
f. May appoint those individuals necessary to assist in meeting his/her duties.
D. Director of Communications
a. Shall record, retain, and publish the minutes of all Board meetings of MSA no later than 7 days prior to the following Board meeting.
b. Shall be responsible for the distribution of information to the members of MSA on behalf of MSA or the Board members via website, social media, and/or other MSA communication resources.
c. Shall coordinate all non-soccer game events meant to publicize MSA to the community, including, but not limited to parades, parties, and socials.
d. Shall coordinate Picture Day.
e. Shall be responsible for the overall direction/use of technology for the MSA.
f. Shall be responsible to maintain ownership and administer MSA domain accounts, MSA websites, and MSA email accounts for the Board.
g. May appoint those individuals necessary to assist in meeting his/her duties.
E. Director of Recreation: Term A and Term B (2 Positions)
a. Shall recommend to the President and Executive Committee which leagues the Recreation program will participate.
b. Shall be responsible for attending all league meetings and report the results of those meetings to the Board.
c. Shall be responsible for MSA and their participating teams' communication and compliance with the various leagues' rules and regulations in which the Recreation program participates.
d. Shall ensure timely and accurate registration with its participating leagues.
e. Shall compile/reproduce the team rosters of the recreation program.
f. Shall ensure that coaches are assigned for all teams.
g. Shall coordinate recreation uniform ordering.
h. Shall set all schedules and coordinate with Director of Fields for field assignments for MSA.
i. Shall coordinate with the Director of Referees to ensure referees are assigned.
j. Shall oversee or appoint an individual(s) to oversee the Little Bees recreation program and the Adult league.
k. Shall coordinate an annual coaching clinic with a licensed instructor for all recreation program coaches.
l. Shall coordinate winter recreation programs.
m. May appoint individuals necessary to assist in meeting his/her duties.
F. Director of Travel: Boys (Rangers) and Girls (Classics) (2 Positions)
a. Shall be the liaison with the Board on travel league business.
b. Shall be responsible for MSA and their participating teams' communication and compliance with the league’s rules and regulations in which the Travel program participates, including but not limited to player and parent code of conduct.
c. Shall be responsible for attending all league meetings and/or league sanctioned events.
d. Shall set the curriculum of the respective Boys (Rangers) and Girls (Classics) programs to maintain competitiveness or nominate a Technical Director to do so.
e. Shall make day to day decisions for the competitive teams based on the plan and budget approved by the Board.
f. Shall present coach/trainer selections to the Board for approval.
g. Shall submit budget to the Board for approval at the July meeting for the upcoming soccer year (8/1 – 7/31).
h. Shall coordinate the use of the fields with the Director of Fields.
i. Shall coordinate with the Director of Referees to ensure referees are assigned.
j. Shall appoint a program administrator to facilitate league player and coaching requirements / carding and provide support as needed for the respective program.
k. Shall be responsible for the registration for any tournaments and completion of any associated requirements/documentation for such tournaments for which MSA teams will be participating in.
l. May appoint those individuals necessary to assist in meeting his/her duties.
G. Director of Registration
a. Shall coordinate with the respective program Directors for the scheduling for registration.
b. Shall develop and maintain all online registration programs with the vendor of choice as recommended to the Board to ensure a permanent (online) record for each child registered in MSA programs is retained and available for reference.
c. Shall coordinate and act as the liaison with the City of Medina on registered players using city fields, providing team rosters and player lists to the city.
d. Shall coordinate and report recreation program registration information to US Club.
e. Shall maintain a list of scholarship recipients.
f. Shall be responsible to inform the Board of unpaid registrations/accounts and coordinating with Treasurer to collect unpaid funds.
g. May appoint those individuals necessary to assist in meeting his/her duties.
H. Director of Facilities and Equipment
a. Shall coordinate the scheduling of facilities use for MSA, including, but not limited to the Recreation programs, Travel programs, and Board.
b. Shall maintain all MSA equipment.
c. Shall complete a full inventory of equipment on an annual basis and coordinate with the respective Directors to ensure all equipment needs are addressed prior to the start of the fall season.
d. Shall ensure sufficient supply of replacement equipment is maintained for all programs.
e. May appoint those individuals necessary to assist in meeting his/her duties.
I. Director of Fields
a. Shall fill out all required paperwork for MSA field usage.
b. Shall work with Medina city and local townships in which MSA fields are located to schedule services, including, but not limited to fertilizing, grass cutting, and aerating.
c. Shall coordinate the building and lining of fields seasonally and recommend field maintenance and/or field closings.
d. Shall schedule grass cutting and/or maintenance of equipment, including, but not limited to mowers, carts, nets, goals, and flags.
e. Shall ensure sufficient supply of replacement field equipment is maintained.
f. Shall submit a field budget to the Board for approval at the July meeting for the upcoming soccer year (8/1 – 7/31).
g. May appoint those individuals necessary to assist in meeting his/her duties.
J. Director of Referees
a. Shall present an assignor to the Board for approval and ensure a certified assignor assigns the referees to all the games of MSA.
b. Shall hold classes to educate and develop the referees of MSA.
c. Must maintain USSF referee certification.
d. Shall ensure that in-house modified laws are current, and that referees are aware of any differences in the laws from independent leagues.
e. Coordinate with the Board to ensure rules are current and in compliance with any relevant affiliated governing body regarding MSA sponsored events.
f. May appoint those individuals necessary to assist in meeting his/her duties.
ARTICLE IV: MEETINGS
SECTION 1. ANNUAL MEETING
A. The annual meeting of registered members shall be held on the second (2nd) Monday in November of every year at 7:00 pm at location to be listed on the MSA website, unless notification of a change is given to all voting members of MSA no less than thirty (30) days prior to the annual meeting.
SECTION 2: ANNUAL GENERAL MEETING NOTICE
A. All positions up for election shall be included in the notice. The description of the positions up for election along with the name of the individual for each position (i.e. the “Slate”) must be part of the notice. Any proposed amendment to the constitution or bylaws proposed by the time of the notification is also to be included in the notice.
SECTION 3: REGULAR MEETINGS
A. The Board shall meet on the second Monday of the month at 7:00 PM.
B. All meetings will be conducted in accordance with Democratic Rules of Order.
SECTION 4: SPECIAL MEETINGS
A. A Special Meeting may be called by the President or four members of the Board by notifying all Board members at least 48 hours prior the meeting.
B. Special membership meetings may be called with at least 30 days prior notice by a 3/4 majority of the Board.
a. Notification will be same, as it is required for an AGM.
b. Amendments may be brought forward with passage as required for an AGM.
C. Emergency Meetings may be called by the President or five members of the Board. This may pertain to any safety issue, regarding to a lawsuit, or time dependent event.
SECTION 5: VOTING FOR REGULAR MEETINGS
A. Each Board member has one vote.
B. A majority vote by Board members present at any meeting shall prevail.
a. Ties will be decided by Executive Board vote.
b. Ties within Executive Board will be decided by sitting President.
C. Proxy voting is permitted at any MSA meeting as long as proxy is submitted to the Director of Communications prior to meeting
D. Email votes may be conducted for Emergency Meetings and will be recorded at the next regular meeting.
SECTION 6: QUORUM
A. A quorum shall consist of a minimum of seven (7) members of the Board, which will be sufficient to conduct the transaction of any business.
ARTICLE V: ELECTIONS
SECTION 1: ELECTION
A. The elections shall be conducted by the President in odd numbered years and the Vice President in the even numbered years.
B. Any nomination that comes from the floor must meet the following criteria:
a. They must be a member of MSA.
b. They must have at least one year of experience on the Board.
c. They must have completed all previous terms of Office.
C. If there is no President or Vice President, the election will be conducted by the next highest Board position not up for election (as determined in Article 3, Section 2).
ARTICLE VI: COMMITTEES
SECTION 1: DISCIPLINARY COMMITTEE
A. The Disciplinary Committee is to hear and administer any punishment for MSA.
B. The Committee will be appointed by the President and approved by the Board.
C. The Committee will consist of three Board members.
D. All decisions are final.
E. The Disciplinary Committee will be responsible for the following:
a. Report all charges of referee assault and/or abuse by a coach to the affiliated governing body within 48 hours of the occurrence.
b. Handle all charges of referee assault and /or abuse by parents, players, or volunteers. These acts may be reported to the proper authorities, if necessary.
c. Use the MSA Disciplinary Guidelines posted on the website along with associated league rules to determine penalties to be imposed.
F. The Disciplinary Committee is empowered to:
a. Reprimand
b. Place someone on probation.
c. Suspend someone for a period of time or number of games up to 99 years.
d. Fine.
e. Ban from games.
f. Expel from organization.
g. Advise the Director of Registration not to accept future registrations.
SECTION 2: TOURNAMENT COMMITTEE
A. The Tournament Committee is responsible for all duties in running the annual soccer tournament held by MSA.
B. The Committee Chairperson and Tournament Director will be appointed by the President and approved by the Board.
C. The Committee shall consist of at least two (2) Board members.
D. The Committee will provide the Board with a monthly update on all tournament related activities, including but not limited to budgets, registrations, scheduling, sponsorship, and other tournament related activities.
E. The Committee shall appoint individuals to the committee as the Committee sees fit as necessary to assist in fulfilling the duties of the committee.
SECTION 3: SPECIAL COMMITTEES
A. There shall be special committees, as may be necessary or desirable, appointed at any time by the President with the approval of the Board, from among the members of the organization.
ARTICLE VII: AMENDMENTS AND CHANGES
SECTION 1: PROPOSED AMENDMENTS
A. Any voting member of MSA may submit proposed amendments of bylaws, in writing to the Board, thirty (30) days prior to the AGM. The Board will notify members as to the proposed amendment(s).
B. Members can propose amendments to the bylaws at the AGM.
SECTION 2: VOTING ON CHANGES
A. The proposed amendment, which has been proposed thirty (30) days prior, to the bylaws will be valid by assenting vote of a majority of the voting members of the MSA who cast their ballots at the AGM.
B. Any amendment that is proposed at the AGM or less than 30 days must be approved by 75% of those who cast their ballots.
C. Proxy voting is not permitted for the purposes of Article VII only.