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Stoddert Soccer League, Inc.
BY-LAWS
Approved, November 7, 1984, and
Amended December 14, 1993
Amended December 6, 2006
Article I: The Corporation
1. Stoddert Soccer League, Inc. (hereinafter “SSL" or "Corporation") is a non-profit,
non-stock corporation organized under the laws of the District of Columbia doing
business as “DC Stoddert Soccer.”
2. As set forth in its Articles of Incorporation, the overall purpose for which the
Corporation is organized is to encourage youth soccer in the Washington area.
Article II: Members
1. The following individuals are members of SSL:
a. Parents or guardians of soccer players who have been registered during any of the
previous two seasons to play soccer by SSL. (Cancelled check, copy of on-line
registration receipt, or posted roster is proof of registration.)
b. Board members, Officers, and Board-appointed Committee Chairs.
Article III: Annual Meeting
1. SSL will hold its Annual Meeting at the end of the fall season, generally in the
first full week of December.
2. The exact date, time and place of the meeting will be decided by the Board of
Directors and will be announced by e-mail or other timely means on or about the last
scheduled weekend of play of the Fall season in the Open program.
3. The principal business of the Annual Meeting will be to elect general members of
the Board of Directors (see Article V, Paragraph 2.d), to vote on proposed amendments to
the By-laws, and to consider other matters as set forth in the agenda. For this purpose,
each member will have one vote.

4. A quorum at the Annual Meeting will be 25 members.
Article IV: Special Membership Meeting
1. A Special Membership Meeting will be held whenever appropriate, with a
minimum of fifteen days notice in writing or by email to the members, except as
otherwise provided by the Board. Only those matters specifically identified in the notice
or agenda of the meeting will be considered.
2. The decision to hold a Special Membership Meeting is made by:
a. The Chairman of the Board of Directors, or
b. A majority of the members of the Board of Directors, or
c. A petition signed by five percent of the members, or 30 members,
whichever is less.
3. A quorum at a Special Membership Meeting will be 25 members. Voting will be
the same as at the Annual Meeting.
Article V: Board of Directors
1. Except as otherwise provided in these By-laws, the property, business, and affairs
of SSL will be managed by a governing Board called the Board of Directors in
accordance with these By-laws and the purposes of the Corporation.
2. The Board of Directors will consist of the following voting members:
a. At least three (3) and no more than five (5) Directors selected by the Open
Committee, with at least one representative from a Boys (Coed) division
and one representative from a Girls division.
b. A Boys (Coed) Travel Commissioner and a Girls Travel Commissioner,
selected by the Travel Committee .
c. A Fields and Equipment Commissioner selected by the Board.
d. At least five (5) and no more than eight (8) General Directors selected
with due regard to avoiding conflicts of interest and for specific
experience in one or more of the following areas: SSL programs or youth
sports administration; soccer coaching; soccer refereeing; Travel league
affairs; non-profit fundraising and development; public relations,
communications, or community outreach; financial matters; or
legal/regulatory affairs.
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3. The term of office for Board members shall begin at the first Board meeting after
the Annual meeting. Each Board member will serve for one year or until replaced.
Board members may succeed themselves without limitation.
4. Board memberships under Article V, Paragraphs 2.a and 2.b that become vacant
during the term may be filled for the remainder of the term by the appropriate committee
in accordance with those provisions. Board memberships under Article V, Paragraphs
2.c and 2.d that become vacant during the term may be filled for the remainder of the
term by a majority vote of the Board present and voting.
5. Any Board member may be removed with or without cause by: (1) a two-thirds
majority of members who are present and voting at the Annual Meeting or a Special
Membership Meeting; or (2) a two-thirds majority of voting Board members.
6. No Board member shall receive any compensation for service in such capacity,
except that the Board may by resolution provide for the reimbursement of actual travel,
lodging, and reasonable, organization-related out-of-pocket expenses incurred in the
performance of the duties of Director, to the extent provided by such resolution.
7. There shall also be an Open Committee of the Board. Open Committee members
who are not elected to the Board under Article V, Paragraph 2, shall serve as ex officio,
non-voting members of the Board of Directors. The Open Committee shall include one
Division Representative from each division of the Recreational soccer program. (A
"division" corresponds to each age group and gender for which there is a Recreational
program.) The Division Representatives will be the division commissioners serving at
the consent of the coaches or their designees (one vote per team) during the season. On
Open Committee matters, including selection of voting Directors under Article V,
Paragraph 2.a, each Division representative will have a number of votes equal to the
number of registered players in their division at the time of the vote. Subject to the
direction of the Board, the Open Committee is charged to organize and supervise the
Recreational soccer program and to act as a Committee with the following
responsibilities:
a. Enforcing any game or programmatic rules adopted by the Board.
b. Establishing divisions of competition.
c. Approving rules governing division organization, scheduling, and
competition as decided by each separate division.
d. Establishing procedures for the registration of players, and a schedule of
fees, dues and other assessments.
e. Settling League or division disputes and protests.
f. Approving or removing coaches and commissioners.
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g. Establishing committees as necessary.
h. Taking such other actions as are necessary or appropriate to carry out its
function under these By-laws or to implement the policies or procedures
adopted by the Board.
8. There shall also be a Travel Committee of the Board. Travel Committee members
who are not elected to the Board under Article V, Paragraph 2, shall serve as ex officio,
non-voting members of the Board of Directors. The Travel Committee shall include a
Boys Travel Commissioner; a Girls Travel Commissioner; any SSL representatives to
travel leagues in which SSL teams participate; the Travel Director; and other qualified
individuals appointed from time to time by the Board to serve on the Committee. Subject
to the direction of the Board, the Travel Committee is charged to organize and supervize
the Travel soccer program and to act as a Committee with the following responsibilities:
a. Enforcing any SSL or programmatic rules adopted by the Board, or any
applicable rules of travel soccer leagues in which SSL teams participate.
b. Establishing teams and selecting appropriate leagues for team play.
c. Establishing procedures for the registration of players, and a schedule of
fees, dues and other assessments.
d. Approving rules, policies, or procedures governing the Travel program.
e. Settling disputes and protests.
f. Approving hiring or removal of Travel coaches, Travel commissioners,
and league representatives.
g. Establishing committees as necessary or delegating authorities and
responsibilities to the Travel Director.
h. taking such other actions as are necessary or appropriate to carry out its
function under these By-laws or to implement the policies or procedures
adopted by the Board.
9. The Board of Directors will also consist of the ex officio, non-voting members
provided for under Article XI.
Article VI: Officers of the Board
1. Within approximately a month following the Annual Meeting, the Board of
Directors will meet to elect officers. Each of the elected officers will be elected from
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amongst the voting Directors by a majority of the Directors present and voting, and will
serve for one year or until a new officer has been elected.
2. The first meeting will be convened by and conducted by the outgoing Chairman
or other outgoing officer as appropriate until a new Chairman has been elected.
3. The officers of the Board will be the Chairman, the Vice Chairman, the Secretary
and the Treasurer, and such other subordinate officers as the Board of Directors may
from time to time appoint or authorize the Chairman to appoint.
4. Any officer may be removed with or without cause by a vote of two-thirds of all
the voting Board members.
5. Each officer will perform those duties that are customarily associated with the
respective office, and such other duties as may be assigned by the Board.
6. The Chairman, the Treasurer, and such other persons as designated by Board
resolution, will have authority to sign checks and handle funds for the organization
subject to applicable Board policies.
Article VII: Meetings of the Board
1. The Chairman will schedule meetings of the Board at regular intervals. However,
a meeting can be scheduled by a majority of the Board members upon 10 days notice to
all Board members.
2. The Chairman will preside over meetings of the Board. In his/her absence, the
Vice Chairman, Secretary or Treasurer will presided in succession.
3. A quorum of the board will consist of half the voting Board members serving at
the time.
4. Actions of the Board will be taken by majority vote unless otherwise provided.
5. Any action required by law to be taken at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by all of those
entitled to vote with respect to the subject matter thereof.
Article VIII: Procedures
1. Meetings of the Board, the Annual Meeting and any Special Membership
Meeting, will be governed by appropriate procedures consistent with these By-laws, as
determined by the Chairman.
2. No vote by proxy will be valid at any meeting of the Board, the Annual Meeting,
or any Special Membership Meeting.
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3. Any one or more Directors or members of a committee may participate in a
meeting of the Board or committee by means of a conference telephone or other
telecommunications device which allows all persons participating in the meeting to hear
each other and such participation in a meeting shall be deemed presence in person at such
meeting. As the law permits, the Board may vote via e-mail or regular mail ballots, and
the organization shall be able to conduct meetings in written form where the words are
transmitted to all participants (as may be accomplished through the use of a telephone or
computer conference).
Article IX: Amendment of By-laws
1. Amendment of these By-laws may be made by a two-thirds vote of the members
present and voting at the Annual Meeting or a Special Membership meeting called for
that purpose.
2. Amendment of these By-laws may also be made by a two-thirds majority of all
voting Board members.
Article X: Committees
1. Committees of Directors. In addition to the Open Committee and Travel
Committee established under Article V, the Board of Directors, by resolution adopted by
a majority of the voting Directors in office, may designate and appoint one or more
committees and their members. Each committee shall consist of two or more Directors,
(voting or non-voting Board members) which committees, to the extent provided in said
resolution, shall have and exercise the authority of the Board in the management of the
Corporation, except that no such committee shall have the authority of the Board in
reference to effect any changes to: the Articles of Incorporation or By-laws; any Director,
officer, or committee member; and the corporation’s existence. The designation and
appointment of any such committee and the delegation thereto of authority shall not
operate to relieve the Board or any individual Director of any responsibility imposed
thereon by law.
2. Executive Committee. The Board of Directors may, in its discretion, by
resolution adopted by a majority of the voting Directors in office, constitute a general
Executive Committee for the Board, appoint the members thereof, and specify its
authority and responsibility. Such committee shall have at least two Officers and three
voting Directors who shall serve at the pleasure of the Board and shall have such
authority as the Board may delegate to it in writing from time to time, including the
immediate oversight in management of the business affairs of the Corporation. The
Executive Committee shall report periodically to the Board. Any action duly taken by
the Executive Committee within the course and scope of its authority shall be binding
upon the Corporation. The Executive Committee may be abolished at any time by the
vote of a majority of the whole Board of Directors, and during the course of the
committee's existence, the membership thereof may be increased or decreased and the
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authority and duties of the Committee changed as the Board of Directors deems
appropriate.
3. Other Committees. Other Committees not having and exercising the authority of
the Board of Directors in the management of the Corporation may be appointed in such
manner as may be designated by resolution adopted by a majority of the Directors present
at a meeting at which a quorum is present. Except as otherwise provided in such
resolution, members of each such committee need not be Directors of the Corporation,
and the Chairman of the Corporation shall appoint the members thereof, and may remove
any such member whenever in his or her judgment the best interest of the Corporation
shall be served by such removal.
4. Term of Office. Each member of a committee shall continue as such until a next
Annual Meeting of the Board of Directors and until a successor is appointed, unless the
committee shall be sooner terminated, or unless such member is removed from such
committee, or unless such member shall cease to qualify as a member thereof.
5. Chair. One member of each committee shall be appointed Chair by the Chairman
of the Corporation except as otherwise provided in these By-laws.
6. Quorum. Unless otherwise provided in the resolution of the Board of Directors
designating a committee, a majority of the whole committee shall constitute a quorum
and the act of the majority of the members present at a meeting at which a quorum is
present shall be the act of the committee.
Article XI. Miscellaneous Provisions.
1. Indemnification. Every person who is or shall be or shall have been a Director or
officer of the corporation and his or her personal representatives may be indemnified by
the corporation against all costs and expenses actually and necessarily incurred by or
imposed upon him or her in connection with the defense of any action, suit, or proceeding
to which he or she may be made a party by reason of his or her being or having been a
director or officer of the corporation or of any subsidiary or affiliate thereof, except in
relation to such matters as to which he or she shall finally be adjudged in such action, suit
or proceeding to be liable for negligence or misconduct in the performance of a duty.
"Costs and expenses" shall include, but without limiting the generality thereof, attorney's
fees, damages and reasonable amounts paid in settlement. The Corporation is authorized
to purchase insurance for the purposes of funding this indemnification and for protecting
the Corporation and those who are working on its behalf, whether compensated or not
compensated.
2. Fiscal Year. The fiscal year shall be established by Board resolution.
3. Corporate Seal. The official seal of the Corporation shall have inscribed thereon
the name of the Corporation and shall be in such form and contain such other words
and/or figures as the Board of Directors shall determine. The official seal may be used
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y printing, engraving, lithographing, stamping or otherwise making, placing, or affixing
or causing to be printed, engraved, stamped, or otherwise made, placed or affixed upon
any paper or document, by any process whatsoever, an impression, facsimile, or other
reproduction of said official seal.
4. Advisory Boards. The Corporation may from time to time establish one or more
Advisory Boards, without governing power or authority, to serve as a resource at the
direction and pleasure of the Board of Directors by providing advice, assistance,
expertise, and support to the Board of Directors for the advancement and promotion of
the mission of the Corporation. The Board of Directors may appoint a Chair of the
Advisory Board who may be authorized to serve as an ex officio, non-voting member of
the Board of Directors.
5. Administrator. The Board may upon majority vote appoint and employ an
Administrator, who shall direct and execute decisions of the Board of Directors, shall
handle day-to-day matters and duties for the operation of the Corporation, and shall be an
ex officio non-voting member of the Board of Directors. The foregoing duties shall
include, but not be limited to, the hiring and discharge of employees to fill such positions
as the Board may from time to time authorize; the execution of contracts or other
instruments on behalf of the Corporation as the Board may authorize; and the signing of
checks, drafts or other orders for payment of money provided that the Board may, by
resolution, provide that such checks, drafts or other orders for payment above such
amount as may be specified in the resolution shall require the countersignature of one or
more specified officers of the Corporation.
6. Travel Program Director. The Board may upon majority vote appoint and employ
a Travel Program Director, pursuant to a position description. The Travel Program
Director shall direct and execute decisions of the Board of Directors and the Travel
Committee germane to the SSL Travel soccer program. The Travel Program Director
shall be an ex officio non-voting member of the Board of Directors. The foregoing duties
shall include, but not be limited to, the selection, supervision, and discharge of contract
coaches; making recommendations for the Travel Program; and administration of the
Travel program.
7. Surety. The Board of Directors may require the Administrator, Treasurer or any
other officer, assistant officers, or employees to cooperate with efforts to secure any
bonding insurance desired by the Board.
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