Constitution

COBRA SPORTS CLUB, INC.

Constitution

Article I – Name
1.1 The name of this organization is the Cobras Sports Club, Incorporated, which is also referred to as “CSC”.
The CSC is incorporated in the State of Texas and is subject to the laws of the State of Texas, to its own
Constitution, By-Laws, Rules and Procedures and, if applicable, the constitution, bylaws, rules, and
procedures of South Texas Youth Soccer Association (STYSA) and Alamo Area Youth Soccer Association
(AAYSA).
Article II – Purpose
1.2 The purposes of CSC are charitable, religious, educational, and athletic, as defined by the Texas Non-Profit
Corporation Act and include teaching of good sportsmanship; the educating of its participants and adult
sponsors in the fundamentals of youth sports; promoting sports through sponsorship of regularly scheduled
youth soccer competitions; and conducting such other activities as CSC shall deem appropriate.
Article III – Non-Profit Status
1.3 CSC shall maintain a non-profit status and shall never pursue a course of action that would jeopardize that
status. CSC assets will be used in performing the stated functions of the corporation.
Article IV – Offices
1.4 The principal office of the Corporation in the State of Texas shall be located at 10650 Culebra Rd. Ste. 104-
156, San Antonio, Texas. CSC shall have and continuously maintain in the State of Texas a registered
office and a registered agent as required by the Texas Non-Profit Corporation Act. The registered office
may be, but does not need to be, identical with the principal office in the State of Texas, and the address of
the principal office and the registered office may be changed from time to time by the Board of Directors.
1.4.1 Books and Records. CSC shall keep correct and complete books and records of accounts; shall
keep minutes of the proceedings of its members, executive board, board of directors, and
committees having any authority of the board of directors; and shall keep at its registered
office, principal office, or designated location in the state a record of the names and addresses
of its members entitled to vote.
1.4.2 Any member of CSC, on written demand stating the purpose of the demand, has the right to
examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for
any proper purpose, the books and records of the corporation relevant to that purpose, at the
expense of the member.
1.4.3 Financial Records and Annual Reports
1.4.3.1 CSC shall maintain current, true, and accurate financial records with full and correct
entries made with respect to all financial transaction of the corporation, including all
income and expenditures, in accordance with generally accepted accounting practices.
1.4.3.2 Based on these records, the board of directors shall annually prepare or approve a
report of the financial activity of the corporation for the preceding year. The report
must conform to accounting standards as promulgated by the American Institute of
Certified Public Accountants and must include a statement of support, revenue, and
expenses and changes in fund balances, a statement of functional expenses, and
balance sheets for all funds.
1.4.3.3 All records, books, and annual reports of the financial activity of the corporation shall
be kept at the registered office, principal office, or designated location of the
corporation in this state for at least three years after the closing of each fiscal year and
shall be available to the public for inspection and copying there during normal
business hours. CSC may charge for the reasonable expense of preparing a copy of a
record or report.
Article V – Members
1.5 Classes of Members: The Corporation shall have one (1) class of members. Players and their
parents/guardians, coaches, trainers, and board members shall constitute the general membership.
1.5.1 Voting Rights: Each member shall have one vote on each matter submitted to a vote of the
members. A member shall have one vote even if more than one criterion is met. Multiple
members living in the same household shall be limited to a maximum of two votes.
Termination of Membership: A member may be expelled by the vote of a majority of the
members voting at a regular or special meeting. The member against whom the charges are to
be preferred shall be informed of the charges in writing at least 10 days in advance of the
meeting and shall be given the opportunity to be heard in person or by counsel at the meeting.
1.5.2 Reinstatement: Upon written request signed by a former member and filed with the secretary,
the Board of Directors may, by the affirmative vote of two-thirds of the members of the board,
reinstate such former member to membership upon such terms as the Board of Directors may
deem appropriate. Youth membership is open to boys and girls ages 4 to 18.
1.5.3 Good Standing: Any member that fails or refuses to comply with the authority of CSC, shall be
considered to lose good standing and shall have its voting rights automatically suspended until
such rights are reinstated by a simple majority vote of the Governing Board. Such business
shall be the second item on the agenda. An individual registered with CSC who is not in good
standing shall not be allowed to participate in any competition.
Article VI – Meetings
1.6 Meetings of the CSC Governing Board shall be held in accordance with this constitution.
1.6.1 Regular Meetings: The Executive Board will meet as necessary but at least once per year to
approve the appointed members of the Board of Directors. All Executive Board meetings
shall be open to the general membership, except when legal or personnel issues are involved.
The Board of Directors will meet as necessary to conduct business. The General Board will
meet as necessary to exchange information, report to the Board of Directors and receive
direction and guidance. These meetings will be held monthly or as needed.
1.6.2 Annual Meeting: An annual meeting of the members shall be held each year for the purpose
of electing the Executive Board and for the transaction of such other business as may come
before the meeting.
1.6.3 Special Meetings: Special meetings of the members may be called by the President, the
Executive Board, the Board of Directors, or not less than one-tenth of the members having
voting rights.
1.6.4 Place of Meeting: The Board of Directors may designate any place as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
1.6.5 Notice of Meetings: Written or electronic notice (newsletter, email, web posting, or other
form) stating the place, day, and hour of any meeting of members shall be delivered, either
personally, by email, or mail, to each member entitled to vote at such meeting not less than
ten nor more than fifty days before the date of such meeting by or at the direction of the
President, the Secretary, or the officers or persons calling the meeting. In case of a special
meeting when required by statute or by these by-laws, the purpose of the meeting shall be
stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when
deposited in the United State mail and addressed to the member at the address as it appears on
the records of the corporation, with postage thereon prepaid.
1.6.6 Proxies: The CSC Board of Directors may establish voting by proxy. At any meeting of
members, a member entitled to vote may vote by proxy executed in writing by the member or
by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the
date of execution, unless otherwise provided in the proxy.
1.6.7 Manner of Acting: A majority of the votes entitled to be cast on a matter to be voted upon by
the members present or represented by proxy shall be necessary for the adoption thereof.
1.6.8 Voting by Mail: Where Directors or officers are to be elected by members or any class of
members, such election may be conducted by mail in such manner as the Board of Directors
shall determine.
Article VII – Executive Board of Directors
1.7 Executive Board of Directors: The executive board shall have the general powers to conduct the legal,
business, and financial affairs of the corporation. The Executive Board shall include the President,
Executive-Vice President, Secretary, and Treasurer. Roles and responsibilities of the Executive Board are
detailed in the CSC By-laws and CSC Quality Assurance Project Plan.
1.7.1 The Executive Board shall be elected for a period of two years by the members of the
organization and shall hold office until the next annual meeting of members and until his
successor shall have been elected and qualified. The Executive Board shall be elected as
follows: even years: President, Secretary; odd years: Vice-President, and Treasurer.
1.7.2 Each member of the Executive Board shall have one vote at Executive Board meetings. The
Executive Board may allow voting by proxy.
1.7.3 A simple majority constitutes a quorum. Directors present by proxy may not be counted
toward a quorum.
1.7.4 A director or officer may be removed with cause by a vote of a majority of the voting
members voting at a regular or special meeting. The director or officer involved shall be given
an opportunity to be heard at the meeting.
Article VIII – General Board of Directors
1.8 The Executive Board of Directors plus the following members shall constitute the General Board: Director
of Operations, Director of Coaching, Director of Recreational Sports, Director of Team Management,
Director of Membership, Director of Fundraising, and Director of Tournaments.
1.8.1 The General duties and responsibilities shall be detailed in the this Constitution, the CSC Bylaws,
and the CSC Quality Assurance Project Plan,
1.8.2 The General Board Members shall carry out their duties individually and collectively to make
the organization run smoothly and effectively.
Article IX – Officers
1.9 List of Officers: The members of the General Board shall elect the following officers: President Executive
Vice-President, Secretary, and Treasurer. All voting requirements, according to the CSC By-Laws shall be
applied for the election of officers.
1.10 Terms: The term of office for each officer shall be for two years. The following officers shall be elected in
even numbered years: President and Treasurer. The following officers shall be elected in odd numbered
years: Executive Vice-President and Secretary.
1.11 An officer shall take office on August 1st of the calendar year in which he / she is elected and remain in
office until the end of his / her term of two years or until a successor has been duly elected, whichever
event occurs later, unless said officer is recalled by the Governing Board as described in this Constitution.
1.12 Removal and Resignation: The removal and resignation of an officer shall be defined in the CSC by-laws.
1.13 Vacancies: The vacancy of an officer shall be defined in the CSC by-laws.
1.14 Recall of an Officer: The Executive Board shall have the power to recall any officer of CSC. This power
may be exercised at any regular or properly called special meeting of the CSC Executive Board. A recall
motion must be adopted by at least 2/3 of the voting members in good standing.
Article X – Amendments
1.15 Any proposals or motions to amend the Constitution must be made in writing to the Secretary.
Amendments to this Constitution may be made at any regular Governing Board meeting by 2/3 majority of
the voting members. Each Governing Board member shall be given at least 30 day notice in writing of the
amendments and their purpose. Amendments to the Constitution shall include an effective date.
Article XI – Dissolution
1.16 In the event that CSC shall be dissolved or ceases to function, the Board of Directors shall after paying or
making provision for the payment of all of the liabilities of the Club, dispose of all of the assets of CSC
exclusively for the purposes of CSC in such manner, or to such organization or organizations organized and
operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify
as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954
(or the corresponding provision of any future United States Internal Revenue Law), as the Governing Board
shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the County
in which the principal office of CSC is then located, exclusively for such purposes or to such organizations,
as said Court shall determine, which are organized and operated exclusively for such purposes.