Bylaws

1. Name. The name of this Corporation (hereinafter also referred to as "Club") is The Greater Cincinnati Soccer Club, Inc. (aka “Classics Hammer FC”).

2. Offices. The principal office of the Corporation shall be in the County of Hamilton, City of Blue Ash. The Corporation may also have offices at such other places as the Board of Trustees may from time to time appoint as the purposes of the Corporation may require.

3. Mission Statement. The Mission of Classics Hammer FC is as follows: "Classics Hammer FC is a college-preparatory soccer program designed to develop players to their fullest potential by providing the highest level of training and programming in Greater Cincinnati".

4. Restrictions.

a. Prohibition Against Sharing in Foundation Earnings. No trustee, officer, employee of, member of a committee, or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit form the operation of the Corporation, provided that this shall not prevent the payment to any such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary; the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Trustees may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations, which would then qualify under the provisions of Section 501 (c) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

b. Budgets. The Board of Trustees shall approve one budget annually, which includes the Spring and Fall sessions.

c. Audit. The Board of Trustees shall audit and approve the financial records of the Corporation annually.

ARTICLE II - MEMBERSHIP

1. Teams. The Board of Trustees has the right and responsibility to:

a. Sanction individual teams within the Club effective each playing session;

b. Establish requirements and restrictions for individual teams that are sanctioned within the Club.

2. Players.

a. Selection. All players for all individual teams sanctioned by the Club shall be selected at team tryouts that shall occur once per year at the end of the Spring session, or more frequently at the discretion of the Associate Directors of Coaching. This includes Hammer Premier teams.

Rosters will be set entering the fall season of each "seasonal year". A "seasonal year" will consist of the fall and following spring soccer seasons. High School Tri County teams will be formed following the normal high school seasons for the following spring season. Player selection shall be determined by the Associate Directors of Coaching, Player Development Coordinators, and other coaches conducting the tryouts.

b. Removal. Players cannot be removed from a team during a regular season except for disciplinary reasons, including poor attendance.

i) The Club adheres to league regulations for adding and dropping players from team rosters between the fall and spring season.

c. Responsibilities.

i) Fees. Each player shall be responsible for payment of Club fees for each session in which he or she participates. Fees assist in the payment of costs of coaching, field maintenance, and Club operating expenses. Fees do not cover team or individual travel expenses, tournament fees, or any other additional expenses brought about by team or individual participation in any outside soccer-related events. These fees are collected separately by the individual team and are expected to be paid by the established due date. No player shall be permitted to participate in practices or games until full payment of fees is received.

The Board of Trustees has the right to grant partial or full scholarships for any player who petitions the Club and can demonstrate the need for financial aid.

ii) Behavior. Each player, and his/her parents, shall represent the Club appropriately by demonstrating good sportsmanship, team spirit, self-discipline and respect for others.

3. Attendance and Practice. Each player is expected to attend all games and practice sessions and to work on skill development outside of regular team practice sessions. Players are encouraged to attend off-season soccer camps.

ARTICLE III - BOARD OF TRUSTEES

1. Trustees. The business and property of the Corporation shall be managed by a Board of Trustees that shall consist of fifteen member Trustees.

a. Employees of the Corporation may not serve on the board.

2. Powers and Duties.

a. In General. The Board of Trustees shall have authority and shall be responsible for the vision and direction of the Corporation. The Board of Trustees is hereby granted all corporate powers except as otherwise provided in these Bylaws or the laws of the State of Ohio.

b. Specific Powers and Duties. The Board of Trustees’ powers and duties shall include, but are not limited to:

i) Planning and development;

ii) Appointment of the Technical Director;

iii) Budget, including purchasing, payroll and audit;

iv) Approving, interpreting and administering Club Policies and Code of Conduct;

v) Sanctioning Club teams;

vi) Awarding scholarships.

3. Election and Term. Trustees shall be elected by a majority of the vote of the then serving Trustees, voting either in person or by proxy. Each year a number of Trustees shall be elected sufficient to have fifteen Trustees in office. The term of a Trustee shall be three years, and shall begin effective the January 1 preceding the meeting at which the election takes place, or in case of a special election created by a vacancy, immediately upon election. Trustees may serve not more than two full consecutive terms.

4. Nominations and Vacancies. Nominations for Trustees may be submitted by then serving Trustees in writing in advance of the meeting at which the election takes place. If a vacancy occurs on the Board of Trustees for any reason other than the expiration of a Trustee’s full term, the vacancy shall be filled for the remainder of that Trustee’s term by nomination and majority vote of the Trustees serving.

5. Meetings. The Board of Trustees shall meet as often as necessary to conduct the business of the Corporation, but no less often than four times each calendar year. The first meeting of the calendar year shall be designated the Annual meeting at which time election of Trustees to fill any expired terms shall take place. The President, or in his absence the Vice President, shall preside at each meeting. A majority of the then serving Trustees shall constitute a quorum. All questions brought before the Board of Trustees shall be decided by a majority vote. Special meetings may be called by any three members of the Board.

6. Removal. Any member of the Board of Trustees may be removed by a majority vote of the Board.

7. Compensation. Trustees shall serve without compensation.

ARTICLE IV - OFFICERS, ADMINISTRATORS AND DIRECTORS

1. Officers. The officers of the Corporation shall consist of a President, Vice President, Treasurer, and Secretary. All officers shall be selected from and serve as members of the Board of Trustees. Officers shall be elected by a majority vote of the then-serving Board of Trustees and shall serve for a one-year term unless otherwise determined by the Board or removed from office by a majority vote of the Board. Officers may be re-elected to serve consecutive terms within their terms as Trustees. Officers shall receive no compensation.

2. Directors. The Associate Directors of Coaching, Player Development Coordinators, Club Administrator, Director of Fundraising, and Director of the Blue Chip Showcase (herein sometimes referred to as "Directors") shall be selected by and report to the Board of Trustees for one-year terms which may be extended at the discretion of the Board of Trustees. Directors can be removed from their positions by a majority vote of the Board of Trustees. Vacancies shall be filled by a majority vote of the Board of Trustees. Directors shall receive no compensation unless specifically agreed to in writing by the Board of Trustees. Directors may serve as members of the Board of Trustees.

3. Duties. The officers shall perform those proper duties that are usual to their positions and that are assigned to them by the Board of Trustees. In addition, subject to any restrictions imposed by or contracts approved by the Board of Trustees, the officers, administrators and directors shall have the following duties:

a. President.

i) Represents the Club at league, association, and community meetings;

ii) Acts as Chairman of the Board of Trustees.

b. Vice President.

i) Acts in place of the President when the President is not available. ;

ii) Is the Director of Long-range Planning.

c. Treasurer.

i) Chairs the Finance Committee;

ii) Maintains the Club’s checkbook and tax records;

iii) Files payroll and tax forms.

iv) Pays Club’s expenses, writes Club’s checks, etc.

d. Secretary.

i) Coordinates scheduling of meetings for the Board of Trustees;

ii) Prepares and distributes minutes of Board of Trustees meetings.

e. Technical Director.

i) Overall responsibility for developmental and soccer-related decisions for the entire Corporation.

ii) Responsible for recruiting, hiring, training and the evaluation of all team coaches.

iii) Conduct tryouts and select tournaments for teams to attend.

iv) Responsible for hiring and management of all staff, including the Assistant Technical Director, Youth Development Academy Director, Associate Directors of Coaching and Club Administrator.

v) Serve as Chairperson for adidas Blue Chip Showcase.

f. Assistant Technical Director.

i) Assist in the development and training curriculum for the girls' and boys' programs.

ii) Assist in the recruiting, hiring, training and the evaluation of all team coaches.

iii) Assist in tryouts and select tournaments for teams to attend.

iv) Responsible for administrative responsibilities as assigned by Technical Director.

g. Youth Development Academy Director.

i) Overall responsibility for development and training curriculum for the U6-U10 programming and teams.

ii) Responsible for recruiting, hiring, and direct supervision of team coaches he/she is assigned to oversee.

iii) Submit tryouts procedures, training curriculum, and tournaments selection to Technical Director for approval.

h. Associate Directors of Coaching.

i) Overall responsibility for development and training curriculum for the teams he/she is assigned to oversee.

ii) Responsible for recruiting, hiring, and direct supervision of team coaches he/she is assigned to oversee.

iii) Submit tryouts procedures and tournaments selection to Technical Director for approval.

i. Club Administrator

i) Registration of players, teams and Club.

ii) Trains new Parent Administrators.

iii) Serves as Club's liaison to Board of Trustees, Parent Administrators, Coaches and Trainers, Director of Blue Chip Showcase, Director of Fundraiser, Leagues, and OSYSA.

iv) Assists the Technical Director, Assistant Technical Director, Youth Development Academy Director, Associate Directors of Coaching, and team coaches with tryout scheduling and player notification.

v) Organize and monitor collection of player fees and scholarships.

vi) Manage and Maintain Club records and contracts.

j. Director of Fundraising.

i) Chairs the Fundraising Committee.

ii) Serves as liaison to the Board of Trustees for all fundraising activities.

k. Director of Blue Chip Showcase.

i) Serves as liaison to the Board of Trustees for all issues relating to the Blue Chip Showcase.

ARTICLE V - OTHER PROVISIONS

1. Committees. The Club shall have four permanent committees that shall report to the Board of Trustees. The President, with the approval of the Board of Trustees, may appoint other committees comprised of Trustees, Administrators and/or other persons to which particular duties and responsibilities may be delegated.

a. Executive Committee. Consists of the President, Vice President, Treasurer, Secretary, Technical Director, and Club Administrator. Meets monthly, except for full Board Meeting months, to conduct the general business of the Club.

b. Finance Committee. Consists of the Treasurer, President, Vice President, Club Administrator, and one other Board member. Meets quarterly the month before the full Board meeting. Establishes budgets, makes recommendations for spending outside the budget, reviews insurance coverage and taxes, and administers the scholarship program.

c. Fundraising Committee. Consists of the Director of Fundraising, who decides the size of the committee, which will include the Club Administrator. Committee may include non-Board members. Meets quarterly to handle general fundraising efforts.

d. Blue Chip Showcase Committee. Consists of the Director of Tournaments, who determines the size of the committee, which will include the Club Administrator. Meets as needed.

ARTICLE VI - INDEMNIFICATION

The Club shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or processed, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Club) by reason of the fact that such person is or was a Board Member or Officer of the Club, or a member of any Committee of the Club, against expenses (including attorneys’ fees) judgments, fines amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Club, and, with respect to any criminal action or proceeding he/she had no reasonable cause to believe that his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in, or not opposed to, the best interests of the Club, and, with respect to the criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

ARTICLE VII - MEMBER REPRESENTATIONS

No person, except officers of the Corporation, and salaried administrators, if any, acting within their prescribed duties, is authorized to speak or take action on behalf of the Corporation without the prior specific authorization of the Board of Trustees.

ARTICLE VIII - BOOKS AND RECORDS

The Corporation shall keep correct and complete financial records and written minutes of its Board of Trustees meetings.

ARTICLE IX - BYLAWS

These Bylaws may be amended from time to time by the vote of a majority of the Board of Trustees

Amended: October 26, 1998

Amended: April 23, 2001

Amended: February 10, 2004

Amended: October 24, 2005