THE ROADIES: NASHVILLE SOCCER CLUB SUPPORTERS GROUP
OFFICIAL REGULATIONS AND BYLAWS
| ARTICLE I: NAME |
The name of the organization shall be “The Roadies: Nashville Soccer Club Supporters Group,” hereinafter referred to as “The Roadies” or “The Group.”
The Roadies shall be a nonprofit corporation, incorporated under the laws of the State of Tennessee, and no part of money collected or proceeds given to The Roadies shall be paid or distributed to any member as compensation.
| ARTICLE II: PURPOSE |
Section A. Mission Statement:
The Roadies exist to support Nashville Soccer Club and the growth of soccer in Nashville and throughout the United States by welcoming all people to share our passion for our city, the beautiful game, and our home club: Nashville Soccer Club.
Section B. Purpose:
The Roadies are organized and shall operate as a nonprofit corporation, serving as an independent supporters group for Nashville Soccer Club (hereinafter referred to as NSC). The Group will be an organization that allows members to gather and implement ideas to enhance the supporter experience at NSC matches, to grow awareness and enthusiasm for the game of soccer and the club, NSC, to socialize with other members who share a passion for this city, this sport, and this club, and contribute meaningfully to the community of NSC supporters and the city of Nashville.
| ARTICLE III: MEMBERSHIP |
Section A. Eligibility for Membership:
Membership is open to any and all persons. Preliminary Membership is granted after the completion and receipt of an official membership application, payment of dues (if applicable), and an affirmation of The Roadies Code of Conduct.
Membership is open to persons of all ages with the understanding that some events of The Roadies may be inaccessible due to venue requirements.
The membership does not have any right to title or interest in or to the corporation, its properties, and franchises. The Board of Directors may approve rights, privileges, and obligations on any membership classes. The membership are not members of the corporation.
Section B. Responsibilities of Members:
Members of The Roadies (hereinafter “Members,” collectively “the Membership”) are required to abide by all requirements set forth within these bylaws as well as The Roadies Code of Conduct and any other requirements set forth by the Board of Directors or vote of the Membership.
Section C. Types of Membership:
There shall be two primary types of membership with separate rights and responsibilities. These types will furthermore be referred to as “Voting Members” and “Non-voting Members.” Voting members will be required to pay annual dues as outlined in Article III, Section D. Non-voting members will have limited privileges as outlined in Article III, Section E.
Section D. Annual Dues:
Dues for voting membership of The Roadies shall be paid by selecting one of multiple member packages as well as shipping fees associated with the member package if applicable. The Board of Directors maintains the right to amend the membership dues after passing a vote with current voting members and with 30 calendar days written notice to the Membership prior to the start of a new membership year.
Membership dues shall be collected on the first day of membership and are required to be renewed annually so that a member may be considered in good standing and maintain voting rights. Dates for payment of annual membership dues shall be set by order of the Board of Directors.
The Membership Year shall run from January 1 through December 31. Annual Dues, when paid, are not prorated, and the full amount of the then-current Annual Dues shall be paid upon creation of or renewal of a Membership.
Section E. Privileges of Membership:
Non-voting members of The Roadies shall be entitled to the following privileges:
1. Access to all officially sanctioned Roadies events
2. Speaking privileges at Roadies meetings
Voting members in good standing shall be entitled to the following privileges:
1. Access to all officially sanctioned Roadies events
2. Speaking privileges at Roadies meetings
3. Ability to propose motions, when appropriate, for voting by the Voting Membership
4. Right to vote during all proposed motions, referenda, amendments and other questions to the Membership at any Membership Congress
5. Right, subject to the requirements of Article V, Section E, to vote during all officeholder elections
6. Ability, if all other qualifications specified in Article V are met, to hold elected office within The Roadies.
Section F. Resignation and Termination of Membership:
Any member may request termination of his or her membership by written request of the Membership Chair. A member may also have his or her membership terminated by means of a lifetime ban in accordance with Article X of these bylaws.
Dues will not be refunded to any member following resignation or termination for any reason.
| ARTICLE IV: MEETINGS |
Section A. Membership Congress Meetings:
The Roadies Membership Congress shall occur annually. Dates and location for a Membership Congress shall be set by the Board of Directors and published at least thirty (30) days in advance of a Membership Congress.
1. Attendance: All voting members of The Roadies are encouraged to attend the annual Membership Congress.
2. Agendas: The agenda for the Membership Congress shall be distributed to the Voting Membership, prior to the Membership Congress, via reasonable methods of communication and be published on The Roadies’ social media accounts.
3. Order of Membership Congress Proceedings: A Membership Congress shall proceed as follows unless otherwise directed by a vote of the Board of Directors:
· Call to order by the President,
· Adoption of the minutes from the previous Membership Congress by the Membership Chair,
· Report on the financial health and status of The Roadies by the Treasurer and the Finance Committee,
· Report from the Vice President on any projects or plans of the Administrative Committee,
· Report from the Membership Chair on state of the Membership, upcoming Membership activities, new members since the previous Membership Congress, and any issues impacting the Membership,
· Report from the Sergeant at Arms on the status of NSC matchday activities and plans, updates for the Membership on new plans for matchday, as well as any other matters impacting The Roadies and NSC matches,
· Report from The Brand Director on any Group branding, Club merchandise, or other matters impacting the public perception of The Roadies or partnerships involving The Roadies,
· Report from the Club Liaison on any updates from NSC,
· A reading of any passed motions or amendments to the bylaws by the Membership Chair,
· During the Congress in which elections are scheduled, results of elections will be announced,
· Open floor for any member in good standing to address the Board of Directors and the Membership on issues impacting The Roadies, and
· Adjournment by the President.
Section B. Special Meetings:
Special meetings may be called at the discretion of the Board of Directors. These meetings may be for any such purpose as the Board of Directors deems fit, and shall be open to all members of The Roadies.
Section C. Quorum:
For a Membership Congress, a quorum will only exist if the President or Vice President, and 50% of the remaining members of the Board of Directors, exclusive of the Club Liason, are present.
Section D. Voting:
Unless otherwise specified in these bylaws, voting for motions at meetings shall be by show of hands and a simple majority shall carry a motion that has been seconded. The Board of Directors reserves the right to conduct votes via proxy, in which fifteen (15) calendar days notice prior to open proxy vote shall be given, or electronically, in which ten (10) calendar days shall be allotted for voting after communication of the motion.
| ARTICLE V: BOARD OF DIRECTORS |
Section A. Composition of the Board of Directors:
The Board of Directors of The Roadies shall be composed of the following officers:
2. Vice President
3. Membership Chair
5. Sergeant at Arms
6. Brand Director
B. Duties of the Board of Directors Officers:
The Board of Directors officers shall have the following responsibilities:
1. President: The President of The Roadies shall be the leader of the The Roadies Supporters Group. The President shall preside at all meetings and be responsible for setting meeting agendas and seeing that the agenda is followed. The President shall ensure that all members have the ability to speak at meetings and see that debate is orderly.
The President shall serve as the public face of The Roadies and serve as the official representative of The Roadies to supporters groups for other clubs.
2. Vice President: The Vice President shall be responsible for conducting meetings with the Administrative Committee and reporting on the activities of the Administrative Committee to the Board of Directors.
Additionally, the Vice President shall be the representative of The Roadies in all dealings with other NSC supporters groups, and shall work to coordinate efforts to promote a matchday experience consistent with the Mission Statement and Purpose of The Roadies.
The Vice President shall also be responsible for keeping and maintaining the Bylaws and ensuring that the Bylaws are followed at all meetings.
3. Membership Chair: The Membership Chair shall be responsible for keeping the minutes and records of all meetings of The Roadies. The Membership Chair shall also keep the records of The Roadies, be responsible for conducting all elections and votes at meetings, and function as the parliamentarian at all meetings of The Roadies to ensure proper order is followed.
The Membership Chair shall also be responsible for coordinating all Membership activities and events for The Roadies including conducting and coordinating all activities of the Membership on NSC match days. The Membership Chair shall inform the Board of Directors and the Membership of all planned activities and planned expenditures for matchday. The Membership Chair shall provide regular updates about membership to the Board of Directors and be responsible for new member outreach. The Membership Chair shall also serve as the primary conduit for information to members of The Roadies regarding events and activities.
4. Treasurer: The Treasurer shall be responsible for conducting all budgeting and financial matters for The Roadies and taking all reasonable actions required to keep The Roadies in good financial standing. The Treasurer shall chair meetings with the Finance Committee and report on the activities of the Finance Committee to the Board of Directors.
The Treasurer shall keep accurate records of all finances and be responsible for depositing all revenue collected by The Roadies and dispersing club funds as required and directed by vote the Board of Directors. The Treasurer shall provide updates regarding finances at all regular meetings and shall be responsible for keeping the President and Vice President updated with any financial issues that shall arise. The Treasurer shall present a full accounting for presentation to the Membership prior to each Membership Congress.
5. Sergeant at Arms: The Sergeant at Arms shall be the officer with whom all reports are made of members in violation of The Roadies Code of Conduct. Additionally the Sergeant at Arms shall assist the Membership Chair in the coordination of matchday activities.
6. Brand Director: The Brand Director shall be responsible for all official external club communications and responsible for all issues regarding the logo and branding of The Roadies. The Brand Director shall maintain access to The Roadies website, and all Roadies social media accounts.
The Brand Director shall ensure that the use of The Roadies logo is consistent with the mission and purpose of The Roadies and ensure that the integrity of The Roadies is maintained. The Brand Director shall be responsible, along with the Membership Chair and Treasurer, for all items sold by the Roadies and any items that display The Roadies logo and/or The Roadies wordmark.
Section C. Eligibility to Serve on the Board of Directors:
To qualify for election to the Board of Directors, a member must be eighteen (18) years of age, must have been a voting member in good standing with The Roadies for a period of twelve (12) months prior to the date of election, must have no outstanding sanctions, and must be willing to follow the Bylaws and serve for a full term of office. He or she must not be sitting on a board or on staff with any other organization which could create a conflict of interest (other supporter group, soccer club, or soccer related NPO, or any other organization deemed as a conflict of interest by the Board of Directors), with the exception of the non-voting Ex-Officio Club Liaison seat on the Board of Directors.
Members seeking office on the Board of Directors must swear and affirm that they have never been convicted of a felony offense, an offense that would be a felony in the State of Tennessee, or a crime of dishonesty.
Section D. Responsibilities of the Board of Directors:
The Board of Directors shall supervise and direct all activities of The Roadies and manage club finances. The Board of Directors shall exercise authority consistent with the wishes of the Voting Membership and serve to facilitate the stated Purpose and Mission Statement of The Roadies contained in these bylaws. The Board of Directors shall be responsible for protecting any and all branding of The Roadies and shall have exclusive authority regarding sanctioning of Roadies events and activities. The Board of Directors shall also be responsible for hearing any and all reports regarding the Memberships observance of the Code of Conduct.
Section E. Elections and Terms:
The Roadies shall begin with a provisional Board of Directors which has been self appointed and shall act as the Board of Directors until the first Fall Membership Congress. After which, elections to the Board of Directors shall take place at the Fall Membership Congress. Each individual elected to the Board of Directors shall serve a term of two (2) years and will be installed to their elected office on January 1 of the year following the year in which the election takes place. In the 2017 election, members of The Group will be electing the following officers for a three (3) year term: President, Membership Chair, and Sergeant at Arms. Board of Directors officials may be nominated to stand for re-election when their terms have expired.
All voting members of The Roadies who have been voting members in good standing for at least sixty (60) calendar days prior to the election shall be eligible to vote in officer elections.
Elections shall be conducted by the Membership Chair, under the supervision of the Board of Directors and shall utilize a secret ballot format. In years in which the Membership Chair stands for re-election the Treasurer shall conduct the election.
A candidate must receive a majority of votes cast in order to be certified as winner of an election. Should no candidate receive a majority of votes cast, the candidate with the lowest vote total shall be removed from consideration and a second ballot shall be taken with the remaining candidates. This process shall repeat until a candidate has received a majority of the votes cast for a given position or only one person remains nominated for office. A vote cast for an ineligible candidate shall be considered as if the vote had never been cast.
Section F. Resignation of Board of Directors Members:
Any member of the Board of Directors may resign at any time by serving notice, in writing, to the President and Vice President. In the event that the President or Vice President of the Board of Directors seeks to resign, he or she must serve notice, in writing, to all members of the Board of Directors. Resignations are effective the date of receipt of written notice.
Section G. Replacement of Board of Directors Members:
The President shall have the power to nominate a replacement to the Board of Directors to fill any vacancy that arises due to resignation or removal from office. The nomination must be seconded and approved by majority vote of the remaining members of the Board of Directors. Following approval of the Board of Directors, the replacement Board of Directors member shall have all powers and privileges of the office for which he or she has been appointed, but shall only serve until the next Membership Congress, at which time an election shall be held to determine a full replacement for the Board of Directors member's unexpired term. The replacement Board of Directors member may stand for election to the unexpired term.
Should more than fifty percent (50%) of the Board of Directors resign or be unable to perform their duties, the remaining members of the Board of Directors shall immediately call a special meeting, with proper notice given under Article IV, for the purpose of holding special elections to the Board of Directors.
Section H. Replacement of the President:
Should the President resign or be otherwise unable to perform his or her duties, the Vice President shall assume the duties of the President and appoint a new Vice President under the procedure described in Article V, Section G. Should the President and Vice President resign or be otherwise unable to perform their duties, the remaining members of the Board of Directors shall immediately call for special elections as described in Article V, Section G.
Section I. Grounds for Removal of a Board of Directors Member:
Board of Directors members are required to maintain their membership in good standing at all times during their term of office. Failure to maintain membership in good standing shall be grounds for removal. Additional grounds for removal of an Board of Directors member include, but are not limited to, excessive absenteeism, abuse of discretion or authority, or any prolonged incapacity to perform officeholder duties.
Should grounds for removal of an Board of Directors member exist, a motion for removal shall be made at a regular meeting, with grounds for removal stated in the motion. A unanimous vote of the Board of Directors is required to remove an Board of Directors member, or a 2/3 supermajority vote of both the Membership and the Board of Directors at a Membership Congress.
Section J. Authorization of Revenue Generation and Expenditures:
The Board of Directors shall have the right, by majority vote, to authorize reasonable expenditures from Club funds to pay for expenses related to Club purposes. In the event that a meeting of the Board of Directors cannot be called, or in the event of need requiring emergency disbursement of club funds for club related expenses, the President and Treasurer shall have the right to disburse not more than the greater of $100 or 10% of The Group’s cash holdings. In the event of such a disbursement, the President and Treasurer shall make every effort to contact other members of the Board of Directors to make them aware of the need for disbursement and seek consensus before taking action.
The Board of Directors shall also have, consistent with non-profit status and the Mission Statement and Purpose, the power to raise reasonable revenue to fund operation of The Roadies.
Section K. Non-Liability of Board of Directors:
The members of the Board of Directors shall not be personally liable for any debts, liabilities or other obligations of The Roadies.
Section L. Breaking a Tie Amongst Board of Directors Votes
For most decisions, in the event of a tie amongst the Board of Directors the President’s vote shall serve as the tiebreaker. If the decision is financial, discussion must resume until there is a legitimately majority on one side.
| ARTICLE VI: FINANCE COMMITTEE |
Section A. Purpose of the Finance Committee:
The Finance Committee's purpose shall be to manage the finances of The Roadies, ensure that The Group’s money is properly managed, collect dues and revenue from Group activities and authorize disbursement of funds consistent with the mission and purpose of The Roadies and at the direction of the Board of Directors.
Section B. Members of the Finance Committee:
The Finance Committee shall be led by the Treasurer. The Treasurer shall nominate an Assistant Treasurer to assist with the Finance Committee. The Treasurer and Assistant Treasurer shall comprise the Finance Committee, along with any other voting members of The Roadies who wish to participate.
Section C. Duties of the Assistant Treasurer:
The Assistant Treasurer shall work with the Treasurer in all matters relating to the finances of The Roadies. The Assistant Treasurer must be a voting member in good standing and must meet the same qualifications, including requirement to swear or affirm lack of past criminality or dishonesty, as the Treasurer under Article V, Section C. The Assistant Treasurer must be confirmed by a vote of the Board of Directors, following nomination by the Treasurer.
Once confirmed, the Assistant Treasurer shall serve for the same length of term as the Treasurer, have access to finances of The Roadies, and shall be allowed to sit for the Treasurer at all Board of Directors meetings if the Treasurer is unavailable.
Section D. Meetings of the Finance Committee:
The Finance Committee shall meet quarterly, or more frequently as needed, to maintain and manage the finances of The Roadies. Meeting location and dates shall be at the discretion of the Treasurer and shall be announced as part of the regular updates from the Treasurer at regular meetings of The Roadies.
| ARTICLE VII: ADMINISTRATIVE COMMITTEE |
Section A. Purpose of the Administrative Committee:
The Administrative Committee's purpose shall be to create an open forum for the Membership to interact with one another and take an active role in charting the course of The Roadies. The Administrative Committee shall be responsible for bringing ideas and plans for all aspects of The Roadies to the Board of Directors for approval.
Section B. Members of the Administrative Committee:
The Administrative Committee shall be led by the Vice President and shall include the Membership Chair as well as any other voting members of The Roadies who wish to participate.
Section C. Schedule of Administrative Committee Meetings:
Meetings of the Administrative Committee shall be scheduled regularly at the discretion of the Vice President and a time and place determined by the Vice President. The Vice President shall make every effort to schedule meetings with a goal of encouraging the maximum amount of participation among the Membership.
Section D. Creation of Committees and Committee Chairs:
The Vice President shall, with the advice and consent of the Administrative Committee, create any committees and appoint any committee chairs as he or she sees fit. The purpose of any committee shall be set by the Vice President, consistent with the Mission Statement and Purpose of The Roadies. All committees and appointments for committee chairs shall be presented to the Board of Directors for ratification by a simple majority vote. Any and all committees and committee chairs shall be subject to dissolution and/or removal with a simple majority vote by the Board of Directors.
| VIII. DISCIPLINE |
Section A. Disciplinary Powers:
The Board of Directors shall have full authority over all disciplinary matters within The Roadies, including all violations of The Roadies Code of Conduct. Disciplinary options available to the Board of Directors include, but are not limited to: warnings, reprimands, suspensions, requirements to take corrective action, bans, and lifetime bans.
Section B. Disciplinary Actions:
Disciplinary action may only be brought by a motion of a member of the Board of Directors, after a fair investigation on the basis of hearing a factual report from any member. Any member of The Roadies requesting disciplinary action be taken against another member must first submit his or her request to the Sergeant at Arms.
Once a motion to enact disciplinary sanctions against a member has been made and seconded, a 2/3 supermajority vote of the Board of Directors is required to pass the motion. For a lifetime ban to imposed, a unanimous vote of the Board of Directors is required.
If a disciplinary action motion is passed, the Membership Chair shall note the vote and the sanction authorized in the official minutes of The Roadies and draft a letter or e-mail to the sanctioned party informing them of the decision of the Board of Directors and the type of sanction imposed.
Section C. Disciplinary Enforcement:
The Board of Directors, and specifically the Sergeant at Arms, shall be responsible for seeing the discipline is enforced. The Sergeant at Arms shall make reasonable efforts to enforce activity bans and suspensions, understanding that certain events for The Roadies, such as matchday gatherings in the supporters section of the home pitch, do not lend themselves to excluding individuals easily.
No member of The Roadies shall engage in conduct that violates the laws of the State of Tennessee, the ordinances of any city, college or municipal entity where the home pitch is located, or the rules of NSC in order to enforce Group discipline.
Section D. Appeals:
The decision of the Board of Directors on matters of discipline other than bans lasting longer than one year is final.
For bans lasting longer than one year, the Board may move for reconsideration of a ban by the Voting Membership at a Membership Congress. If the Board so moves, the Board must present the case for lifting the ban, as well as the reasons for the ban initially, to the Membership Congress for a vote. A ban lasting longer than one year may only be overturned by a supermajority 2/3 vote of all members present at the Membership Congress as well as a 2/3 supermajority vote of the Board of Directors.
Should a ban be overturned, the Membership Chair shall note the vote in the minutes and draft a letter to the banned party, notifying them their ban has been overturned.
Section E. Reinstatement:
Any member who has served a term of suspension longer than six (6) months, or who has a lifetime ban or suspension lifted by means of a successful appeal, must re-apply for membership upon the conclusion of the suspension or lifting of the suspension or lifetime ban. Granting of the re-application shall be conditional upon payment of dues and a re-affirmation of The Roadies Code of Conduct.
| IX. AMENDMENTS |
Section A. Process of Amendments:
Amendments to the Bylaws may be proposed by any member of The Roadies prior to a Membership Congress. The amendment shall then be distributed via normal communications channels to the Voting Membership at least seven (7) calendar days prior to the meeting.
Section B. Voting of Amendments:
Amendments to the Bylaws require a second and a 2/3 supermajority vote of both the Board of Directors and 2/3 supermajority of votes cast by the Voting Membership.
All members of the Roadies who have been voting members in good standing for at least sixty (60) days shall be eligible to vote on proposed amendments to the bylaws.
Section C. Voting Procedure:
Voting shall be conducted by the Membership Chair and utilize a secret ballot format. Voting shall consist of a Yes or No question on the issue of adopting the proposed amendment.
| X. MISCELLANEOUS PROVISIONS |
Section A. Review of Regulations and Bylaws:
The Board of Directors shall order review of the Regulations and Bylaws of The Roadies not less than once every three (3) years. The President shall appoint an ad hoc committee for the purpose of reviewing the Regulations and Bylaws and making any recommendations for changes.
Section B. Invalid Provisions:
In the event that any portion of these Bylaws is found to be in violation of any local, state, or federal regulation, ordinance, or statute, the remaining portion of these Bylaws shall be unaffected and remain in full force and effect.
Section C. Disposition of Assets:
Should The Roadies cease to exist, the remaining assets and funds of The Roadies shall be disbursed consistent with the Mission Statement and Purpose and the laws of the State of Tennessee at the direction of the Board of Directors prior to dissolution.
Section D. Statement of Independence:
The Roadies asserts and declares that it is a fully independent and autonomous supporters group and is answerable to no entities or individuals other than the Membership and any state, local or federal governmental agencies.
| X. INDEMNIFICATION |
Section A. Mandatory Indemnification:
The Corporation shall indemnify a Director or former Director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director of the Corporation against reasonable expenses incurred by him or her in connection with the proceedings.
Section B. Permissible Indemnification:
The Corporation shall indemnify a Director or former Director made a party to a proceeding because he or she is or was a Director of the Corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
Section C. Advance for Expenses:
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of (i) a written affirmation from the Director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in the Article, and (ii) an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation in these Bylaws.
Section D. Indemnification of Officers, Agents, and Employees:
An officer of the Corporation who is not a Director is entitled to mandatory indemnification under this Article to the same extent as a Director. The Corporation may also indemnify and advance expenses to an employee or agent of the Corporation who is not a Director, consistent with the law of the state in which the nonprofit is incorporated and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the Board or by contract.