ARTICLE I. NAME & PURPOSE

The name of the membership-based nonprofit organization is the Greater Seattle Soccer League.

Section 1. Nonprofit Purpose

The organization is organized to promote adult team soccer in the greater Seattle area.

Section 2. Specific Purpose

GSSL is committed to social justice in a diverse democracy. GSSL provides an enjoyable and competitive playing experience, fostering a diverse and inclusive environment, and promoting sportsmanship and respect across players of all skill levels, ethnicities, religions, sexual preference, abilities, genders, and ages. GSSL rules and regulations help promote safety, reliable game scheduling, quality refereeing, and professional league management. GSSL abides by non violent communication fostering a community based in DEAI principles on and off the field.

Section 3. Incorporation

GSSL is registered under the Washington Nonprofit Corporation Act.

Section 4. Registered Office

The registered office of the corporation is currently located at: Greater Seattle Soccer League 9750 Greenwood Avenue Seattle, Washington 98103 The registered office may be changed from time to time by Board action, in accordance with these Bylaws.

Section 5. Registered Agent

The registered agent of the corporation shall be the Executive Director of the GSSL, unless the Board appoints another person.

Section 6. Applicable Law

All other matters regarding the operation of the corporation shall be governed by the Articles of Incorporation and the laws of the State of Washington.

Section 7. Severability

If any provision of these Bylaws is found to be in conflict with State or Federal statute and thereby ruled unlawful, such ruling shall not extend to any other provision of these Bylaws.

ARTICLE II. MEMBERSHIP

Section 1. General Membership

The members of GSSL shall consist of registered soccer players, club or team coaches who have teams entered in GSSL competition, any person submitting a team registration to the GSSL for play in the current calendar year (hereinafter referred to as the team manager), and the Board of Directors.

Section 2. Voting Membership

The voting membership of GSSL shall comprise the board of directors, team managers of teams entered in GSSL competition in the current calendar year, and registered players whose registration has not expired as of the first day of voting. Individuals will be notified of their voting member status via email or other electronic means and be provided the roles and responsibilities, as well as policies and procedures as a voting member. Each voting member is entitled to a single vote in each election.

Section 3. Qualifications

Members must agree to be bound by the GSSL Bylaws, Operating Procedures and the Member Code of Conduct without regard to race, color, religion, national origin, or sexual orientation.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers

The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 2. Number, Election and Tenure for Elected Directors

The number of elected Directors shall be fixed by the Directors but shall consist of no less than seven (7) or more than nine (9).

Should the board agree to reduce the number of elected Directors, all elected Directors shall serve out the remainder of their term. The Governance Committee shall propose for the board’s approval a plan for the next one or more board elections that eliminates the elected Director positions exceeding the newly reduced number of elected Directors. The plan results must have the terms of office for the remaining elected Directors distributed as evenly as possible over any three (3) year period.

Elections for positions on the Board of Directors shall be held according to specific methods approved by the Board of Directors and recorded in the GSSL Governance Policy document. To ensure board continuity, terms of office for elected Directors shall be arranged so that the end of the terms are distributed as evenly as possible over any three (3) year period.

Terms of office for elected Directors shall run from the first day of January following their election for a period of three (3) years. Elected board Directors who have yet to assume their term of office are considered Ex-Officio members of the Board without voting rights during the time between their election and their taking of office.

Elected Directors may serve no more than three (3) consecutive terms and must depart the board for at least three (3) years prior to serving as a Director again.

Section 3. Number, Appointment and Tenure for At Large Directors

The Board of Directors may choose to appoint a maximum of three (3) At Large Directors to serve specific roles or purposes that cannot be fulfilled by any elected Director.

The Board Chairperson shall have the authority to nominate candidates for the At Large positions. The Chairperson must identify the specific role or purpose the candidate will fill, and the candidate must be approved by a majority vote in a meeting of the Board.

At Large Directors shall serve a term of three (3) years from the date of their appointment, unless removed from the board by a majority vote in a meeting of the Board.

At Large Directors may be re-appointed at the end of their term of office, but cannot serve more than three (3) consecutive terms and must depart the board for at least three (3) years prior to serving again as a Director again.

Section 4. Number, Appointment and Tenure for Group Directors

The Board of Directors may choose to appoint a maximum of three (3) group specific Directors, but no more than one (1) Director from any one group. For the purposes of this section, a group is defined to be an age group (including open), Mod competition, Women’s competition, or any other group that does not play 11 v 11 full field competition, and referees.

The Board Chairperson shall have the authority to nominate candidates for the Group Director positions. The candidate must be approved by a majority vote of the currently serving Directors.

Group Directors shall serve a term of three (3) years from the date of their appointment, unless removed from the board by a majority vote of the currently serving Directors.

Group Directors may be re-appointed at the end of their term of office, but cannot serve more than two (2) consecutive terms and must depart the board for at least three (3) years prior to serving again as a Director.

Section 5. Qualifications and Requirements

No more than two persons related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time. There are no other requirements or qualifications necessary for serving as a member of the Board of Directors.

Section 6. Regular Meetings

Meetings of the Board of Directors shall be held at least bi-monthly or as needed. Meetings may be held via video conferencing, the business location, or other agreed upon location or method. The Board of Directors may, by resolution, provide the time and place for the holding regular meetings. The Board Secretary shall send notice of these meetings to all members of the Board of Directors no less than ten (10) days prior to the meeting date. Notice of any regular meeting need not include either the business to be transacted or the purpose of the regular meeting unless specifically required by law or by these Bylaws.

Section 7. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the Chairperson or any two (2) members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location as the place for holding any special meeting of the Board called by them. Notice of any special meeting of the Board of Directors shall be given at least five (5) days in advance of the meeting by telephone, electronic methods, or by written notice and must include the business to be transacted or the purpose of the special meeting.

Section 8. Waiver of Notice

Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 9. Quorum

The attendance of a majority of current voting members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. If one or more members of the board leaving the meeting before adjournment results in there no longer being a quorum in attendance, then the board can no longer transact business in that meeting.

The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

Section 10. Forfeiture

Any member of the Board of Directors who fails to meet any of his or her qualifications or requirements as set forth in Section 5 of this Article shall automatically forfeit their seat on the Board. The Secretary shall notify the Director in writing that their seat has been declared vacant, and the Board of Directors may forthwith proceed to fill the vacancy.

Section 11. Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay at a regular or special meeting by a majority vote of all the remaining members of the Board of Directors. Vacancies shall be created and filled according to specific methods approved by the Board of Directors and recorded in the GSSL Governance Policy document.

Section 12. Compensation

Members of the Board of Directors shall not receive any regular compensation for their services as Directors. This excludes the Executive Director who serves the organization and may also serve on the board as an Ex-Officio Director. Directors may receive occasional compensation no greater than $500 in one calendar year in recognition of extraordinary service well beyond the normal scope of the position of Director.

Section 13. Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors following notice of the intended action to all members of the Board of Directors. Signature by electronic means is recognized as a valid signature.

Section 14. Confidentiality

All members of the GSSL have a right to know the results of any motion acted on by the Board and the right to view the organization’s financial statements. Without limiting the foregoing, Directors shall not discuss or disclose other information about the organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the organization. Directors shall use discretion and good business judgment in discussing the affairs of the organization with third parties.

Upon election, the Director shall execute a confidentiality agreement and reacknowledge the agreement annually according to the Board calendar.

Section 15. Vote by Proxy

A Director is expected to participate personally in all meetings of the Board of Directors. In the event that a Director is not able to attend a meeting, whether in person or by conference telephone or video, such Director may not vote by proxy. 

ARTICLE IV. OFFICERS

The officers of this Board shall be the Chair, Vice Chair, Treasurer and Secretary. All officers must have the status of active Board members.

Section 1. Chairperson

The Chairperson shall have the following duties:

a. They shall serve as Corporate President.

b. They shall preside at all meetings of the Board of Directors.

c. They shall have general superintendence and direction of other corporate officers and see that their duties are properly performed.

d. They shall have other responsibilities or duties as assigned in the GSSL Governance Policy document.

Section 2. Vice Chair

The Vice Chair shall have the following duties:

a. They shall be vested with all the powers and shall perform all the duties of the Chairperson in the absence or incapacity of the Chairperson.

b. They shall chair the Governance Committee.

c. They shall have other responsibilities or duties as assigned in the GSSL Governance Policy document.

Section 3. Secretary

The Secretary shall have the following duties:

a. They shall serve as Corporate Secretary.

b. They shall confirm all votes and keep minutes of proceedings.

c. They shall have other responsibilities or duties as assigned in the GSSL Governance Policy document.

Section 4. Treasurer

The Treasurer shall have the following duties:

a. They shall serve as Corporate Treasurer.

b. They shall chair the Finance Committee.

c. They shall have other responsibilities or duties as assigned in the GSSL Financial Policy or GSSL Governance Policy documents.

Section 5. Election and Tenure

Elections for the position of Board officer shall be held according to specific methods approved by the Board of Directors and recorded in the GSSL Governance Policy document. To ensure board continuity, election of the Chairperson and Secretary occur in even years and election of the Vice Chair and Treasurer occur in odd years.

Terms of office for Board officers shall start immediately after the results of the election are announced and run for two (2) years or until the end of their terms as a Board member, whichever is shorter.

Board Officers may serve no more than two (2) consecutive terms in the same office after which they must wait at least two (2) years before running for that previous office again.

Section 6. Qualifications

The Board of Directors shall agree on the necessary qualifications for the election of officers.

Section 7. Removal of Officer

Any officer of the Board of Directors may be removed by a motion approved in a meeting by a two-thirds (2/3) vote of all members of the Board.

Notice of such motion of removal shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such removal, and the officer shall be given an opportunity to be heard during the discussion of the motion to remove.

Section 8. Vacancies

Vacancies in offices of the Board shall be filled without undue delay at a regular or special meeting by a majority vote of all the members of the Board of Directors. Vacancies shall be filled according to specific methods approved by the Board of Directors and recorded in the GSSL Governance Policy document. The member so elected shall hold office for the unexpired term in respect of which such vacancy occurred. 

ARTICLE V. COMMITTEES

Committees shall be chaired by a member of the Board of Directors and must consist of at least two (2) other board members.

Unless otherwise assigned below, the committee chair will be selected according to procedures in the GSSL Governing Policy document.

Committees are required to create a committee charter setting out their objectives, authority, and processes. The committee charter must be approved by a majority vote of the board.

The committee chair shall preside over meetings. The committee shall appoint a committee secretary responsible for recording minutes of any committee meeting including the meeting date, attendance, and the exact wording of any recommendation approved by the committee. A recommendation or policy document approved by the committee shall be presented as a motion before the board and must be approved by the board for it to become effective.

The committee may approve or remove by majority vote, additional members not on the Board of Directors.

Section 1. Governance Committee

The purpose of the governance committee is to provide oversight, guidance, and recommendations on matters related to the governance of the organization. The committee will work to ensure that the organization operates in accordance with its values, mission, and legal and ethical obligations. Additional duties and responsibilities of the committee are listed in the committee charter or the GSSL Governance Policy document.

The Board Vice Chair will serve as the Governance Committee chair.

Section 2. Finance Committee

The purpose of the Finance Committee is to assist the Board of Directors in fulfilling its fiduciary responsibilities relating to the financial affairs of the organization. The committee's primary purpose is to provide financial oversight, advice, and support to the Board of Directors and the organization's management team. Additional duties and responsibilities of the committee are listed in the committee charter or the GSSL Fiscal Policy document.

The Board Treasurer will serve as the Finance Committee chair.

Section 3. DEAI Committee

The purpose of the Diversity, Equity, Accessibility and Inclusion Committee is to promote awareness, training, and professional settings & environments that are diverse, equitable, accessible, and inclusive for everyone who comes in contact with the organization. Additional duties and responsibilities of the committee are listed in the committee charter.

Section 4. Executive Committee

The purpose of the Executive Committee is to facilitate decision making between board meetings and in urgent and crisis circumstances, provide strategic planning for the organization, and act as liaison between board and Executive Director. Additional duties and responsibilities of the committee are listed in the committee charter.

The Executive Committee will be responsible for the hiring, evaluation, and termination of the Executive Director. Any decisions concerning the Executive Director shall require approval by a majority of the board.

The Board Chairperson will serve as the Executive Committee chair. The members of the Executive Committee shall consist of the board officers and the chairs of the permanent committees.

Section 5. Additional Committees

The Directors may, by resolution, create or remove additional standing or ad hoc committees having powers as are permitted by the Washington Nonprofit Corporation Act as codified in the Revised Code of Washington Chapter 24.03.A. 

ARTICLE VI. BOOKS AND RECORDS

The corporation shall keep complete books, records of account, and minutes of the proceedings of the Board of Directors.

ARTICLE VII. AMENDMENTS

Section 1. Articles of Incorporation

The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be affected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. Any amendment to the Articles shall require the affirmative vote of an absolute majority of voting directors then in office.

Section 2. Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors

a. In the event that the proposed bylaws amendment affects member’s rights or obligations, the amendment must be approved by a majority of the affected members.

b. All approved Bylaws changes or amendments shall be sent to all GSSL Voting Members within thirty (30) days after adoption of said changes or amendments.

ARTICLE VIII. MANAGEMENT

Section 1. Business of the League

The business of the league shall be conducted with the oversight and approval of the Board of Directors as defined in this Article.

Section 2. Duties of the Members of the Board of Directors:

a. The Board of Directors shall conduct the League’s business at all times with the welfare of the GSSL and its teams and members uppermost in its priorities.

b. Directors have a fiduciary responsibility to the GSSL and its members.

c. Directors have no administrative authority over the staff or operations of the League except as specifically delineated in this Article.

d. Directors must comply with all the requirements of the Board Code of Conduct and Conflict of Interest statements. Directors shall present signed copies of the Board Code of Conduct and Conflict of Interest statements to the Board Secretary by January 31 each year.

ARTICLE IX. MISCELLANEOUS

Section 1. Fiscal Year

The fiscal year of the GSSL shall be from January 1 to December 31.

Section 2. Budget

The budget year shall be set by the Finance Chair. The Executive Director shall present an annual budget for the operations of the GSSL. The GSSL Board shall approve the GSSL budget prior to the start of the budget year. Any Board officer may propose, subject to review and recommendation by the Finance Chair, a motion to amend the budget at any time during the budget year. Copies of the approved budget shall be made available to the GSSL Voting Members.

Section 3. Dissolution

A motion to dissolve the GSSL must be approved by a two thirds (2/3) majority of the sitting elected Directors. Upon the dissolution or winding up of the Corporation, all of the business, properties, assets and income of the Corporation remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, association, or corporation which is organized and operated exclusively for tax exempt purposes which are reasonably related to the purposes and goals of this Corporation, as may be determined by the Board of Directors of this Corporation in its sole discretion, and which has established its tax exempt status under 501(c)(3), 501(c)(4), or 501(c)(7) of the Internal Revenue Code of 1986, as amended.

Section 4. Loans

The Corporation shall not make any loan, advance credit, or make any loan guarantee to any Director or officer of the Corporation unless expressly permitted by the WNCA. Directors who materially participate in making any loan, credit advance, or loan guarantee in violation of this Section are personally jointly and severally liable to the Corporation per R.C.W. 24.03A.605.

Section 5. Liability Insurance

The GSSL shall provide the GSSL Board Directors liability insurance for performing acts and duties directly related to the GSSL that do not result in a breach of the code of conduct described herein.

Section 6. Liability and Indemnification of GSSL Board Directors

No Director shall be personally liable for any action for which said director could be indemnified pursuant to the provisions of these Bylaws entitled "Indemnification of Directors."

a. Indemnification of Directors: The Directors of the corporation (GSSL) shall be indemnified by the corporation to the fullest extent permissible under the laws of the State of Washington.

b. The payment of any indemnification to a Director under this Article shall be reported within 30 days to the Voting Members of the league in a written report containing a brief description of the proceedings involving the person being indemnified and the nature and extent of such indemnification. Such a report must be made by the particular person who is indemnified.

ARTICLE X. RULES AND POLICIES

Section 1. Rules

The GSSL Rules shall establish General Procedures and Rules of Competition which shall govern all competition administration by the GSSL and its members.

Section 2. Policies and Procedures

The Board may create various written Policy or Procedure statements of League and Board policies, procedures and practices affecting staff management, financial processes, and other administrative and governance activities not directly concerned with game play or competition. GSSL Policies and Procedures must be consistent with the League Constitution and Bylaws and cannot explicitly or implicitly alter or adjust those Bylaws in any manner.

ARTICLE XI. APPLICABLE LAW

Section 1. Applicable law

All other matters regarding the operation of the corporation shall be governed by the Articles of Incorporation and the laws of the State of Washington.

Section 2. Severability

If any provision of these Bylaws are found to be in conflict with State or Federal statute and thereby ruled unlawful, such ruling shall not extend to any other provision of these Bylaws.