دستور الاتحاد السوداني الأمريكي لكرة القدم لعام 2006 والتعديلات المقترحة

BYLAWS OF SUDANESE AMERICAN SOCCER FEDERATION, INC.,
an Arizona Non-Profit Corporation

ARTICLE I PRINCIPAL OFFICE

The principal office for the transaction of the business of the Corporation is unassigned. The Executive Committee may at any time or from time to time, change the location of the principal office from one location to another within the State of Arizona, or have other offices located within the continental United States.

ARTICLE II OBJECTIVES

The Corporation is a non-profit and non-governmental organization, organized and operating under the laws of the State of Arizona, federal laws, or the laws of any other state where it has offices, organize tournaments, or conduct any transaction. The main objective of the Corporation is to organize, operate and promote a national amateur soccer federation composed member soccer teams from different states, conduct social, cultural and educational activities that may benefit its member teams, their staff and players, their families or the Sudanese community in the United States of America. The Executive Committee shall have power to govern the day-to-day operations of the Corporation. The General Assembly will have the responsibility of electing the Executive Committee, approving the corporate budget and approving the annual report. At least one annual meeting of the Executive Committee will be held each year, and an annual meeting of the General Assembly shall be held at such time and place as to coincide with a meeting of the Executive Committee.

ARTICLE III MEMBERSHIP

The Corporation shall be a Non-Member Corporation.

ARTICLE IV EXECUTIVE COMMITTEE

Section 1 - Number of Directors
The Executive Committee shall consist of not less than five (5) nor more than nine (9) directors until changed by amendment to these Bylaws and Articles of Incorporation as hereinafter provided.
Section 2 - Powers of Directors
Subject to the powers of the directors as provided by law or as herein set forth, all corporate powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by the Executive Committee which shall have the following powers:
(a) To change the principal office for the transaction of the business of the corporation from one location to another as permitted by governing Laws. To fix and locate from time to time one or more subsidiary offices of the corporation within States the continental United of America; to designate any place within the continental United of America for the holding of any Executive Committee' meeting; and to adopt, make and use a corporate seal and to alter the form thereof from time to time as in their judgment they may deem best, provided such seal shall at all times comply with the provisions of law.
(b) To delegate to the standing committees as provided in Article VIII or to the General Assembly, at any time in the future any of the powers and authority of the Executive Committee of the business and affairs of the corporation, except the power to amend the Bylaws, subject to the control of the Executive Committee.
Section 3 - Election and Term of Office
Terms of Office shall be bi-annual. The Committee shall be elected at every 2 years at an annual meeting of the General Assembly of the corporation. The term of office of each elected Committee member shall be one (2) years or until his successor is elected. There shall be no restriction on the re-election of Committee members. At least thirty (30) days prior to a General Assembly the president may add to Agenda of the Assembly the nomination of a sufficient number of candidates to fill the vacancies on the Executive Committee for the ensuing year, these members term will then be the unexpired term of the elected member causing such vacancy.
Section 4 - Vacancies
The Executive Committee shall fill vacancies, which occur in the elected membership of the Executive Committee between annual meetings for the unexpired term of the elected member causing such vacancy.
Section 5 - Place of Meeting
Regular meetings of the Executive Committee shall be held at any place within the continental United State which has been designated from time to time by resolution of the Committee. In the absence of such designation, regular meetings shall be held at the principal office of the corporation. Special meetings of the Committee may be held either at a place so designated or at the principal office.
Section 6 - Other Regular Meetings
Other regular meetings of the Executive Committee shall be held without call during tournaments organized by the corporation. 2
Section 7 - Quorum
A quorum of the Executive Committee shall be composed of a majority of the members.
Section 8 - Special Meetings
Special meetings of the Executive Committee for any purpose or purposes may be called at any time by the President or by any two (2) members of the Executive Committee. Written notice of the time and place of special meetings shall be delivered personally to each Committee member or sent to each Committee member by mail email or documented text message, or by other form of written communication, charges prepaid, addressed to him or her at his or her address as it is shown upon the records of the corporation. Such notice shall be mailed at least seventy-two (72) hours prior to the time of the holding of the meeting. The transactions of any special meeting of the Executive Committee, however called or notices and whatever held, shall be valid, if a quorum be present or if either before or after the meeting each of the Committee members not present signs a written waiver of notice. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 9 - Honorary Directors
The Executive Committee may from time to time designate certain individuals as "Honorary Directors." Any individual who, in the judgment of the Directors, has performed an exemplary service to the corporation is eligible to be named an Honorary Director. This designation does not bestow any rights and privileges to the Honorary Director.
Section 10-Adjournment
In the absence of a quorum at any meeting of the Executive Committee, the majority of the Committee present may adjourn the meeting to another time. Notice of the time and place of holding an adjourned meeting shall be given to the Committee members who were absent at the meeting adjourned.
Section 11 - Removal
Directors or officers of the corporation may be removed from office by the vote of a majority of the Committee voting in person by secret written ballot, when in the sole judgment of the Executive Committee the best interests of the corporation would be served thereby.
Section 12 - Compensation
Directors shall receive no compensation for their services as such.

ARTICLE V OFFICERS

Section 1 - Officers
The officers of this Corporation shall be: President, Vice-President, Secretary, Treasurer, and such other officers as the Executive Committee may appoint. When the duties do not conflict, one person may hold more than one of these offices.
Section 2 - Election
The General Assembly may elect the President and other members of the Executive Committee for a term of two (2) years. The Executive Committee shall elect all other officers of the corporation for terms of two (2) years, or until their successors are elected and qualified.
Section 3 - Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Executive Committee.
Section 4 - President
The president shall be elected by the General Assembly. Subject to the control of the Executive Committee, the President shall have general supervision, direction and control of the business and affairs of the corporation. He or she shall preside at all meetings of the General Assembly and Executive Committee, and shall have such other powers and duties as may be prescribed from time to time by the Executive Committee.
Section 5 - Vice-President
In the absence or disability of the President, the Vice-President shall perform all of the duties of the President. The Vice-President shall have such other powers and perform such other duties as may be prescribed from time to time by the Executive Committee.
Section 6 - Secretary
The Secretary shall keep a full and complete record of the proceedings of the Executive Committee, shall keep the seal of the corporation and affix the same to such papers and instruments as may be required in the regular course of the business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the books of the corporation, and shall discharge such other duties as pertain to the office or as prescribed by the Executive Committee.
Section 7 - Treasurer
The Treasurer shall have the care and custody of all funds, money and property of the corporation. He or she may be required to give a surety bond with a corporation surety company in such sum as the General Assembly or Executive Committee may require. He or she shall hold office at the option of the Committee. The treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Executive Committee and as recited in Article VII, "Financial Matters." 4

ARTICLE VI GENERAL ASSEMBLY

Section 1 – Members and Representatives
Team members of the corporation are divided into two categories full and participating members: 1- Full members are teams that pay their dues as set by the Executive Committee and approved by the General Assembly and participate in the in the activities of the corporation. They enjoy all benefits and have all the rights set forth in these by-laws. Full membership teams are members of the General Assembly, and may be represented by one or 2 members in the General Assembly but may have only one vote. The President of the Corporation shall be elected from the representatives of full members. 2- Participating Members are teams that participate in the activities of the corporation but do not pay their annual dues and are not members of the General Assembly. Representatives of these teams may attend the General Assembly but shall have no voting rights and may not participate in the election of the Executive Committee process.
Section 2 - Powers of General Assembly
The General Assembly shall have the following powers and responsibilities:
(a) To elect the President and officers of the Executive Committee of the Corporation at the annual meeting of the General Assembly.
(b) To approve the budget of the Corporation set forth by the Executive Committee, and approve membership dues.
(c) To approve the annual report of the Corporation.
(d) To Approve the addition of new members
(e) Any other duties requested by the Executive Committee that may be include but are not restricted to: amendment of the constitution (articles of incorporation or these by-laws) approve assignment of new office locations… etc.
Section 3 - Election and Term of Office
The General Assembly shall consist of one or two Representatives from each full membership team of the Sudanese American Soccer Federation. Each full membership team of the Sudanese \ American Soccer Federation shall elect a (2) Representatives to sit on the General Assembly at an annual meeting to be held by the full member teams. Each full member team shall also select an Alternate I Representative to represent the team in the General Assembly, in the event the elected 2 Representatives are unable to represent the team for any reason. Each Full membership team shall have one vote in all matters of the General Assembly. The term of office of each ' elected Representative shall be one (1) year or until his successor is elected. Representatives can attend the General Assembly in person or via conference call. There shall be no restriction on the re-election of Committee members.
Section 4 - Vacancies
Should there be any vacancies in the full membership team representation. The team or teams not then represented shall fill the vacancies by requesting in writing via regular or email to the president fifteen (15) days prior to the General Assembly appointing a person to act as Representative until the team’s next annual meeting.
Section 5 - Place of Meeting
Regular meetings of the General Assembly shall be held at any place within the State which has been designated from time to time by resolution of the General Assembly or by written consent of all Representatives of the General Assembly. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation.
Section 6 – Place and Attendance of Regular Meetings
Meetings of the General Assembly may be held either at a place so designated or at the principal office. Meetings may be open to general public unless the General Assembly decides otherwise.
Section 7 - Other Regular Meetings
Other regular meetings of the General Assembly shall be held at such a time and place as to coincide with the annual meeting of the Executive Committee as set forth in Article V Section 6, so as to facilitate the General Assembly’s duties to approve the Corporation’s budget and annual report and elect the officers.
Section 8 - Quorum
A quorum of the General Assembly shall be composed of a majority of the Representatives.
Section 9 - Special Meetings
Special meetings of the General Assembly for any purpose or purposes may be called at any time by the President or by simple majority of full membership teams of the General Assembly. Written notice of the time and place of special meetings shall be delivered personally to one Representative of full membership teams, or sent by mail, or by other form of written communication, charges prepaid, addressed to him or her at his or her address as it is shown upon the records of the Corporation. Such notice shall be mailed at least seventy-two hours prior to the time of the holding of the meeting. The transactions of any special meeting of the General Assembly, however called or noticed and whatever held, shall be valid, if a quorum be present or if either before or after the meeting each of the Representatives not present signs a written waiver of notice. All such waivers, consent or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 9 - Removal Representatives may be removed from office only by the team represented by such representative. The process for removal of a Representative by a team must be #####alent to the process by which such Representative was originally selected by such team.

ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1 - Indemnification
Except as provided in these Bylaws, the Corporation shall hold harmless and indemnify each of its directors and officers (“Indemnitee”) against any and all liability and expenses incurred by Indemnitee in connection with any threatened or actual proceeding or legal action resulting from Indemnitee’s service to the Corporation or to another entity at the Corporation’s request.
Section 2 - Procedure Indemnitee
shall notify the Corporation promptly of the threat or commencement of any proceeding or legal action with respect to which Indemnitee intends to seek indemnification. The Corporation shall be entitled to assume Indemnitee’s defense with counsel reasonably satisfactory to Indemnitee, unless Indemnitee provides the Corporation with an opinion of counsel reasonably concluding that there may be a conflict of interest between Indemnitee and the Corporation in the defense of the proceeding or legal action. If the Corporation assumes the defense, the Corporation shall not be liable to Indemnitee for legal or other expenses subsequently incurred by Indemnitee.
Section 3 - Expense Advances
The Corporation shall advance automatically expenses, including attorneys’ fees, incurred or to be incurred by Indemnitee in defending a proceeding or legal action upon receipt of notice of the expenses. If required by law, before advancing any expenses, the Corporation may require that an Indemnitee or a representative promise to repay the advance if a final decision (after expiration or exhaustion of any appeal rights) determines that Indemnitee is not entitled to be indemnified for such expenses.
Section 4 - Settlement of Claims
The Corporation shall not be obligated to indemnify Indemnitee for any amounts incurred in settlement if settlement is made without the Corporation's prior written consent. The Corporation shall not enter into any settlement that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement.
Section 5 - Effect of Repeal
In order that Indemnitee may rely on the indemnification promised by this section, no repeal or amendment of this section shall reduce the right of Indemnitee to payment of expenses or indemnification for acts of Indemnitee taken before the date of repeal or amendment.

ARTICLE VIII LOCAL COMMITTEES

The Executive Committee may delegate sum of its powers to local Committees, that may help in organizing, officiating or the administration of tournaments in different states. The Executive Committee shall submit in writing guidelines of the applicable laws, standards and regulations to these Committees. The Executive Committee shall have no authority or powers over these Local Committees and consequently is not responsible of any of their day to day transactions.

ARTICLE IX FINANCIAL MATTERS

The Executive Committee may accept on behalf of the Corporation any contribution, grant, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation, provided that such contribution is made and accepted subject to the Laws of the State of Arizona and the Federal Laws of the United States of America. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Executive Committee may select. It shall be the responsibility of the Treasurer, with the concurrence of the Executive Committee, to establish adequate safeguards for the receipt and disbursement of all funds or other property contributed or tendered to the Corporation. The fiscal year of the Corporation shall begin on the first day of January, except for the first year, and end on the last day of December in each year.

ARTICLE X AMENDMENT OF BYLAWS

These Bylaws may be amended, altered, changed, added to or repealed by the affirmative vote of two-thirds (2/3) of the general full membership of the Corporation entitled to vote at any regular or special meeting, if notice of the proposed amendment, alteration, change, addition or repeal be contained in a notice of the meeting, such notice shall be given at least ten (10) days prior to such meeting.

ARTICLE XI SUB-COMMITTEE

The Executive Committee, by a majority vote of the whole Committee, may designate a Sub-Committee to consist of two or more directors. The Sub-Committee may designate one or more directors as alternate members of said committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member, and the alternate or alternates, if any, designated for such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any absent or disqualified member. The Sub-Committee shall have and exercise all of the authority of the Executive Committee in the management of the business and affairs of the corporation except that it shall not have the authority of the Committee in reference to:
1. Amending the Articles of Incorporation of the corporation;
2. Amending the Bylaws of the corporation;
3. Filling vacancies on the Executive Committee.
A majority of the members of the Sub-Committee, or directors designated to replace them as provided in this section, shall constitute a quorum for the transaction of business and the acts of a majority of such a quorum shall be the acts of the committee. The Sub-Committee shall keep regular minutes of its proceedings and report such proceedings periodically to the Executive Committee.

I, the undersigned, do hereby certify that I am the duly elected President of the Sudanese American Soccer Federation, Inc., an Arizona non-profit Corporation, and that the foregoing Bylaws, comprising of nine (9) pages, including this page, constitute the Amended Bylaws of said Corporation as duly adopted by the Executive Committee.
IN WITNESS WHEREOF, 1 have hereunder subscribed my name and affixed the seal of CERTIFICATE OF PRESIDENT said Corporation this Twenty Eight’s day of December, 2013