AMENDED AND RESTATED BYLAWS OF IOWA SOCCER ASSOCIATION, INC

1. The membership of the Iowa Soccer Association, Inc. and the members of the ISA shall be open to any soccer players, coaches, trainers, managers, administrators, and officials not subject to suspension under USSF Bylaw 241, Section 4, and to any amateur soccer organization in the State of Iowa.
2. The ISA will provide equitable and prompt hearing and appeal procedures to guarantee the rights of individuals to participate and compete. Those procedures shall include that all grievances involving the right to participate and compete in activities sponsored by the United States Soccer Federation and the ISA and its members may be appealed to the Federation's Appeals Committee that shall have jurisdiction to approve, modify or reverse a decision.
3. The ISA shall register all of its players, coaches, teams, referees, and administrators with the United States Soccer Federation at least once each year and timely pay all dues and fees of the Federation.
4. There will be four classes of members: Affiliate (Youth), Player (Youth), Player (Adult), and Coach

A. Affiliates
1. Application for affiliation to ISA must be made in writing to the ISA office. The signed and dated application must be accompanied by payment of the affiliation fee; a copy of the affiliate's constitution, bylaws and rules and regulations; a list of the Board of Directors; and the names of the Directors of Coaching and Referees as well as the name of the Risk Management Coordinator.
2. When all appropriate items are submitted, the ISA Executive Committee may provisionally recognize the organization for a one (1) year probation. After the one (1) year probation, and all functions of the club adhere to the ISA's constitution, bylaws and rules, the organization's application for affiliation will be re-submitted to the Board of Directors for final approval.
3. Each Affiliate shall be apportioned votes based on the number of players each Affiliate registers with the Association. The number of votes per Affiliate will be based on the number of players registered during the prior seasonal year. The number of votes per Affiliate is based on the following:

Number of Players Number of Votes
1-500 1
501-1000 2
1001-1500 3
1501-2000 4
2001-2500 5
2501 and above 6

4. Voting shall be restricted to those Affiliates which have been registered during the current season. Each Affiliate must be in good standing and an active, paid member of the State Association to vote on matters that come before the members.
5. The Presidents of each Affiliate will be allowed to vote at the annual meeting and at other times when a vote of the membership is called. The officers of the Iowa Soccer Association will be given one vote each. Voting by proxy shall be allowed. Affiliate Presidents and Association corporate officers wishing to vote by proxy must notify the Board of Directors of the Association of their intent to vote as such giving the name of the person holding the proxy vote (s) no later than five (5) days prior to the meeting.
6. All matters requiring a vote at the Annual General Meeting shall be approved by majority vote of eligible members present at the meeting.
7. The Board of Directors shall annually recommend to the membership the procedures, rules and regulations for affiliates for ratification at the Annual General Meeting.
8. The Board of Directors shall annually set the fee for affiliation.

B. Youth Players and Coaches

1. Affiliates must register all players with the ISA.
2. The Board of Directors shall annually set registration fees for players and coaches.
3. All members shall abide by the Articles of Incorporation and Bylaws of the Corporation, all Rules and Regulations as set forth by the Board of Directors and all applicable rules and regulations of any association with which ISA is affiliated.
4. No person shall be denied membership or participation in the activities of ISA because of race, color, age, sex, religion, or national origin.

C. Adult Players and Coaches

1. Adult members will be registered through organized Amateur teams and leagues.
2. With the exception of B.1 above all other rules stated in B. above are applicable to adult players.
3. Adult players shall elect the Vice President, Adults through their team structures. Each team is apportioned one (1) vote.
4. The designated coach of the team shall have the right to vote at the Annual General Meeting and at other times as required. The designated coach may designate a proxy provided that the State Association is notified in writing of the name of the proxy no less than five (5) days before the vote.

SECTION B. Bad Standing and Removal of Members

Any member may be put into bad standing or removed for knowingly violating any USSF, USYSA, USASA, and/or ISA rule or regulation, not following the ISA Constitution and Bylaws, and/or for non-payment of fees owed to ISA or any affiliate of USSF, USYSA or USASA. Members may be put into bad standing or removed by 2/3 vote in the affirmative by those voting members present at a meeting called specifically for that purpose.

1. Bad Standing may include one or more of the following actions: reprimand, suspension, restitution, fine and removal.

SECTION C. Disputes and Grievances by or Among Organization Members: Hearings and Appeals

1. Any complaint by ISA against a member or one Organization Member against another Organization Member or any complaint by an individual or an Organization Member which alleges that (A) an Organization Member has failed to comply with its membership requirements in the Association or (B) the Association has failed to comply with its membership requirements in the USYSA, USASA or USSF, shall follow the procedures as specified in the ISA Hearings and Appeals Process manual. Further, the ISA and its affiliates and members shall comply with Federation bylaws and policies as defined in USSF Bylaw 701 and in Federation Policy 701-1 and with appeals procedures and guidelines as established in USSF Bylaw 705.
2. Exhaustion of Remedies. No Member of the ISA, official, league, club, team, player, coach, administrator or referee may invoke the aid of the courts of the United States or of a state without first exhausting all available remedies within the appropriate soccer organizations, and as provided with the ISA.
3. For violation of this Bylaw, the offending party shall be subject to suspension and fines, and shall be liable to ISA for all expenses incurred by ISA and its officers and embers of the Board of Directors in defending each court action, including the following:

a. court costs;
b. attorney's fees
c. reasonable compensation for time spent by ISA officials and employees in responding to and defending against allegations in the action, including responses to discovery and court appearances;
d. travel expenses; and
e. expenses for holding special Board of Directors meetings necessitated by court action.

SECTION D. Officers

1. The officers of the Corporation with the exception of the Vice President, Adults, shall be elected by a majority vote of the affiliated members at the Annual General Meeting and shall consist of President, Vice-Presidents, Secretary, and Treasurer. Such elected officers may or may not be a member of the Corporation at the time of election. The Vice President, Adults shall be elected by a majority vote of the Adult members present at the Annual General Meeting.
2. Four (4) at-large seats shall be appointed by the Board of Directors and shall have equal voting rights at all Board meetings.
3. The State Referee Administrator shall be appointed by the Board of Directors in concurrence with the Iowa Referee Committee. The State Youth Referee Administrator shall be appointed by the Board of Directors with the advice of the State Referee Administrator. Each shall have equal voting rights at all Board meetings.
4. Unless otherwise stated, all terms shall be for two years. However, a person whose term expires may submit their names for re-election for another term. The President; Secretary; Vice President, Competitive; and the Vice President, Recreation shall be elected in odd numbered years. The Executive Vice President; Vice President, Adults; and the Treasurer shall be elected in even numbered years.
5. Any vacancy occurring in any office of the Corporation shall be filled for the balance of the term by appointment of another person for the duration of the term by the Board of Directors, unless otherwise stated, or determined by the Board of Directors.
6. Officers may be removed from any office for just cause, or may resign. The Board of Directors may act to appoint individuals to complete the term of any office except that of the President.
7. All members of the Board of Directors are expected to attend every meeting. Excused absences are acceptable upon proper notification to the President.
8. All candidates wishing must announce their intentions at least forty-five (45) days prior to the Annual General Meeting. Unless no candidates have announced for a particular position, nominations will not be taken from the floor.

SECTION E. Duties of the Elected Officers

1. President:
· serve as liaison between the Region and this Corporation
· serve as the Chairman of all meetings of the Executive Committee and the Board of Directors
· establish committees and appoint committee chairpersons, for those committees not established within the Bylaws of the Corporation, in order to administer and manage the programs of the Corporation
· serve as the representative of the Corporation in all matters
· be responsible for calling and serve as the chairperson of the Annual General Meeting
· shall see that all orders and resolutions of the Board of Directors are carried into effect
· provide direction to paid staff
· shall be bondable and bonded

2. Executive Vice-President:
· shall, in the absence or disability of the President, perform the duties and exercise the powers of the President
· shall be Chairperson of the Personnel Committee
· shall be responsible for State Association appeals and appeals processing
· shall be responsible for oversight of the Annual General Meeting, State Association workshops, newsletter, outreach, risk management, SNICKERS Iowa State Cup, and affiliates
· shall be bondable and bonded


3. Vice-President, Recreation:
· shall be responsible for all recreational soccer activity including but not limited to oversight of committees, chairpersons, and directors of the American Cup Tournament, TOPSoccer, and Soccer Start
· shall be bondable and bonded

4. Vice-President, Competitive:
· shall be responsible for all competitive soccer activity including but not limited to oversight of the committees, chairpersons, and directors of the Olympic Development Program, College Search Kickoff and education
· shall be bondable and bonded

5. Vice-President, Adults:
· shall be responsible for all adult soccer activity including but not limited to establishing and overseeing committees and chairpersons, amateur play, assigning of referees, and formation of teams and leagues
· shall be bondable and bonded

6. Secretary:
· shall record the minutes and all proceedings of the meetings of the members and the Board of Directors in a book to be kept for that purpose
· shall perform like duties for the standing committees when required
· shall perform such other duties as may be prescribed by the Board of Directors or its officers
· shall be bondable and bonded

7. Treasurer:
· shall be responsible for the Corporation's funds and shall insure that there are complete and accurate accounts of receipts and disbursements in books belonging to the Corporation
· shall insure that all monies and other valuables are deposited in the name and credited to the Corporation in such depositories as may be designated by the Board of Directors
· shall oversee the disbursement of the funds of the Corporation as directed by the Board of Directors
· shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions and of the financial condition of the Corporation
· shall be bonded and bondable

SECTION F. Duties of Appointed Directors

1. The SYRA:
· shall act as the liaison between the referees of the youth divisions and the ISA
· shall outline and administer a program for the development of referees for the youth division
· shall assign referees to designated state level matches in Iowa

2. The SRA or Appointed Representative
· shall act as the liaison between the referees of the adult divisions and the ISA
· shall outline and administer a program for the development of referees for the adult divisions

2. At-Large Board of Director Seats (4)
· shall be assigned duties as prescribed by the Board of Directors

SECTION G. Program Administrators

1. Olympic Development Program Administrators. They shall be responsible for the administration of the ISA Girls and Boys Olympic Development Programs. They are non voting members of the Board of Directors and are appointed for two year terms in odd numbered years.
2. Risk Management Coordinator. The RMC shall be responsible for the administration of the State's risk management program. The RMC is a non voting member of the Board of Directors, and is appointed for two year terms in even numbered years.
3. Coordinator, College Support Services. The coordinator shall be responsible for college recruiting activity and the College Search Kickoff.

SECTION H. Committees

1. Executive Committee. The members of the Executive Committee are the officers of the Corporation. Members serve on the Executive Committee for the terms of their election as officers. The Board of Directors, by resolution of the majority of the directors, may designate the Executive Committee, to the extent provided in such resolution, to exercise all of the authority of the Board of Directors in special matters in the management of the Corporation. In such instances the Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.
2. Nominating Committee. The members of the nominating committee are members of the Board of Directors and are selected each year during the first meeting of the new calendar year by the Board of Directors. The Nominating Committee's term is for one year.
3. Finance Committee. Membership on the Finance committee is open to the membership and is appointed by the Board of Directors. The Treasurer Chairs the committee. The term of office for the Chair coincides with the term of his/her election. The term of office of the committee members is two years.
4. State Cup Committee. Membership on the State Cup Committee is open to the membership and is appointed by the Board of Directors. The Executive Vice President chairs the committee and the term of office of the committee membership is two years.

SECTION I. Meetings of the Board of Directors

1. Meetings of the Board of Directors may be held at any given location within the State of Iowa.
2. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by the Board.
3. Special meetings of the Board of Directors may be called by the president on ten days notice of each director, either personally, by mail or telegram. Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.
4. A majority of the directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present.
5. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

SECTION J. Notices

Whenever, under the provisions of these bylaws, notice is required to be given to any director or member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or member, at his or her address as it appears in the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when same be deposited in the United States mail.

SECTION K. Governance of the Districts

1. The Board of Directors may create geographical subdivisions within the territory known as districts. The boundaries of these districts shall be affixed and/or modified by the Board of Directors.
2. A District Chairperson shall be elected to administer each district and his/her election shall automatically confer upon him/her a seat upon the Board of Directors. At a meeting a District Chairperson shall be elected for a period of two years by a majority of the eligible voting members present, to represent his/her district on the Board of Directors of this Corporation.
3. An eligible voting member is defined in Article VII, Section 3 of these Bylaws.
4. The District Chairperson shall be elected in alternate years so there shall be, at no time, a completely newly elected Board of Directors: Even-numbered districts (i.e., districts 2, 4, 6, 8, etc.) shall elect their District Chairpersons in even-numbered years and odd-numbered districts (i.e., districts 1, 3, 5, 7, etc.) shall elect their District Chairpersons in odd-numbered years.
5. Voting members of a district may request a hearing for the removal of their District Chairperson at any time. A District Chairperson may be removed by a majority vote of the eligible voting members of the district and with the approval of the Board of Directors of the Corporation.
6. When a District Chairperson position is declared vacant, the Board of Directors shall call for an election of a new District Chairperson within a period of sixty (60) days of said declaration. If such an election is not held, or if an impasse is reached, the Executive Committee of this Association, with confirmation of the Board of Directors, shall appoint a District Chairperson for said vacancy. The newly elected or appointed District Chairperson shall serve out the remainder of the unexpired term of office of the former District Chairperson.
7. The District Chairperson shall represent his/her district in the business of the Corporation and he/she shall have direct authority over the district as prescribed by the Bylaws of this Corporation.

a. Within any district, the District Chairperson may designate assistants to aid in the performance of various duties.
b. A District Chairperson my designate a representative at meetings of the Board of Directors in the event of his/her absence.
c. The District Chairperson shall submit a list of assistants to the Secretary of this Association for inclusion in the Association Directory.

8. Elections of District Chairpersons shall be held at least ninety (90) days prior to the end of the calendar year. The term of office shall commence the first day of January following.

SECTION L. Special Programs

1. The ISA shall adopt policies prohibiting sexual and physical abuse that meet certain criteria established by the United States Soccer Federation (subject to any contrary requirements contained in state or local law applicable to the ISA).
2. The ISA and its members will abide by the United States Soccer Federation's articles, bylaws, policies, and requirements on interplay.

SECTION M. Parliamentary Authority

"Robert's Rules of Order, Revised" shall govern all activities of the Corporation except as limited by the Articles of Incorporation, or these Bylaws. Such rules may be amended at any time by a majority vote of the Board of Directors.

SECTION N. Indemnification

1. The Corporation shall indemnify a director, officer, employee, agent, volunteer or member of this Corporation to the fullest extend possible against expenses, including attorneys' fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to his conduct as a director, officer, employee, agent, volunteer or member, except that the mandatory indemnification required by this sentence shall not apply: (i) to a breach of such person's duty of loyalty to the Corporation; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; (iii) for a transaction from which such person derived an improper personal benefit; or (iv) against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the Corporation, or against expenses in any such case where such person shall be adjudged liable to the Corporation.
2. The Board of Directors may indemnify those of the Corporation's employees, agents, members or volunteers who are not directors in all instances -- including those which are excluded from mandatory indemnification under paragraph 1 -- as it deems appropriate, so long as such indemnification is not inconsistent with law. Such indemnification may be provided by general or specific resolution, or by contract approved by the Board.
3. No amendment to or repeal of this Section M shall apply to or have any effect on the indemnification's hereunder of any director, officer, employee, agent, volunteer or member of the Corporation for or with respect to any acts or omissions of such person occurring prior to such amendment or repeal.

SECTION O. Fiscal Year

The fiscal year of the Corporation shall be August 1 through July 31 unless otherwise established by the Board of Directors.

SECTION P. Authority

Unless specifically stated herein, any circumstance, rule, administration process, or any other matter or procedure not covered by or under the Bylaws, Rules and Regulations or Articles of Incorporation, shall then follow the rules of the United States Youth Soccer Association, the United States Amateur Soccer Association, and the United States Soccer Federation.

SECTION Q. Amendments

Any proposed amendment to the these Bylaws may be made by -

1. An Organization Member
2. The Board of Directors
3. A member of the Board of Directors

ADVANCE NOTICE

1. Any proposed amendment to these Bylaws must be submitted in writing to the Board of Directors at least 120 days in advance of an Annual General Meeting at which the amendment is to be considered.
2. Each proposed amendment received in compliance with 1 above of this bylaw shall be sent in writing by the Iowa Soccer Association to each Organization Member and the Board of Directors at least thirty (30) days in advance of the Annual General Meeting.

VOTING REQUIREMENTS

Any amendment to these Bylaws require a two-thirds vote of the membership in attendance at the Annual General Meeting.

PRIORITY

In the event of a conflict between the Bylaws of the Iowa Soccer Association and the articles of incorporation, bylaws, policies, and requirements of US Youth Soccer and the US Soccer Federation, the articles, bylaws, policies, and requirements of US Youth Soccer and the Federation govern.

EFFECTIVE DATE

Unless otherwise provided, any amendment to these Bylaws is effective on that September 1 that occurs immediately after the amendment is adopted.

November 2002