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Proctor Futbol Club Bylaws

Created August 2019


Article I: Name

Section 1.  The name of the corporation shall be: Proctor Futbol Club.  It will also be known from here on out as Proctor FC.


Article II: Purpose

Section 1.  Mission:

1.      To organize and promote youth soccer on a variety of levels while supporting the physical, mental, social, and emotional skills development of the individual players.


Section 2.  Objectives:

1.      To create a dynamic soccer club that provides youth with a variety of team options, including recreational, recreational plus, tournament only, and competitive teams.

2.      To provide opportunities for all youth regardless of current skill or the ability to pay

3.      To develop and enhance individual player skills.

4.      To form and build team play skills.

5.      To demonstrate and encourage positive sportsmanship in players, families, and coaches.

6.      To support and educate coaches in all aspects of the game of soccer.

7.      To promote interest in the sport of soccer in the Proctor community and surrounding areas.


Section 3.  Incorporation:

1.      This soccer club shall be incorporated as a non-profit corporation under the laws of the State of Minnesota and governed by the Articles of Incorporation, these bylaws, and Minnesota Statue 317A.

2.      This corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.


Section 4.  Limitations:

1.      All Proctor FC activities support a youth soccer program for players age 18 and younger.

2.      All Proctor FC activities will be conducted in accordance with the rules of the Arrowhead Youth Soccer Association, the Minnesota Youth Soccer Association, and the United States Youth Soccer Association as modified by the Board to accommodate Proctor FC’s needs.

3.      No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article II: Mission hereof.

4.      Upon the dissolution of the organization, assets of the corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.


Article III: Membership

Section 1.  Members:

1.      Membership in Proctor FC shall consist of youth players who are participating in club programs, parents and/or guardians of participating youth players, coaches, directors, and officers in this soccer club.


Section 2.  Coaches:

1.      All coaching assignments within Proctor FC shall be approved by the Board of Directors.

2.      All team rosters within Proctor FC shall be approved by the Board of Directors.


Section 3.  Annual Meeting/Membership Voting:

1.      Any current member, players excluded, shall have one vote at the Proctor FC Annual Meeting.  There shall be a maximum of two votes per player.  Vote by proxy is not permitted.


Section 4.  Termination of Member Status:

1.      The Board of Directors may suspend, expel, or terminate a membership status.  A termination notice shall be sent to inform the member of his/her terminated membership status, the reason for termination, and the effective date of termination.


Article IV: Meetings of Membership

Section 1.  Annual Meeting:

1.      An annual meeting of members will be held in October.


Section 2.  Monthly Meetings:

1.      Monthly meetings will be scheduled on a set day of the month determined by the Board at the Annual Meeting. (e.g. 2nd Wednesday of each month at 6pm)  Additional meetings may be scheduled based on the needs of the club as determined by the President.  Scheduled meetings may also be canceled based on the needs of the club as determined by the President.


Section 3.  Notice:

1.      Notice shall be given for the Annual Meeting at least 20 days, but not more than 60 days prior to the meeting date.  Notice of cancellation need not be given for regularly scheduled monthly meetings.


Section 4.  Quorum:

1.      A quorum for the Annual Meeting shall consist of a quorum of the Board of Directors.


Article V: Management

Section 1.  Governance:

1.      The governance of this club shall be vested in a Board of Directors (Board).


Section 2.  Board of Directors:

1.      The Board shall consist of the President, Vice President, Secretary, Treasurer, and Coordinator(s). The maximum number of coordinators shall be two: summer and fall.


Section 3.  Meetings:

1.      The club shall hold a minimum of eight Board Meetings during the year.


Section 4.  Quorum:

1.      Four Board Members shall constitute a quorum for the transaction of the business in any meeting of the board.  If an even number of voting members ends in a tie, the President has the power to break the tie.


Section 5.  Non-Scheduled Meetings:

1.      Non-scheduled meetings of the Board of Directors may be called by the President for situations needing urgent attention.


Section 6.  Removal:

1.      An Officer/Director may be removed at any time by a vote of a majority of the Board of Directors.


Article VI: Officers

Section 1.  Officers:

1.      The elected Officers of the club shall be the President, Vice President, Secretary, Treasurer, and coordinator(s).  The duties of these Officers are as follows:

1.      President

1.      Shall preside over all meetings of the general membership and Board of Directors.

2.      Shall supervise the club’s affairs and activities.

3.      Shall serve as a liaison to soccer programs being offered within the club and surrounding communities.

4.      Shall appoint committees with volunteers as needed

5.      Shall oversee the financial and operational well being of the club.

6.      The Treasurer, Summer Coordinator, Fall Coordinator, and Marketing Manager shall report directly to the President.

2.      Vice President

1.      Shall assume the duties of the President in the absence of or temporary incapacity of the President.

2.      Shall serve as a liaison to soccer programs being offered within the club.

3.      Shall oversee the Field Maintenance and Equipment of the club.

4.      The Secretary, Field Maintenance Manager and Equipment Manager shall report directly to the Vice President.

3.      Treasurer

1.      Shall assume the duties of the Vice President in the absence of or temporary incapacity of the Vice President.

2.      Shall keep the financial records of the club.

3.      Shall collect, record, and disperse funds at the direction of the Board of Directors.

4.      Shall report at all meetings on the financial condition of the club.

5.      Shall submit, in writing to the membership, a detailed financial report of the year’s activities after the completion of the fiscal year.

6.      Shall file the appropriate annual filings and tax records.

7.      Shall apply for and maintain tax exempt status with state and federal agencies.

4.      Secretary

1.      Shall give notices of all special and regular meetings of the Board of Directors and general membership. 

2.      Shall keep a permanent record of those meetings.

3.      Shall be custodian of all official records of the organization, except the financials.

5.      Coordinator(s)

1.      Shall be the liaison between the club and Arrowhead Youth Soccer Association (AYSA) or Minnesota Youth Soccer Association (MYSA).

2.      Shall attend AYSA/MYSA meetings on behalf of the club.

3.      Shall communicate with club members about player sign ups and relevant deadlines.

4.      Shall create and manage player sign ups for the club.

5.      Shall identify and assist coaches within the club.

6.      Shall identify practice and game fields for the club.


Section 2.  Terms:

1.      Officers of the Board shall hold their position for a minimum of two years.


Section 3.  Election of Officers:

1.      All nominations for officers shall be approved by a majority vote of the Board of Directors.

2.      Officers may be self nominated or nominated by others.

3.      Officers shall be elected by the general membership at the Annual Meeting and shall assume their official duties immediately following the closing of the Annual Meeting. 

4.      Elections of the designated terms for President, Secretary, and Summer Coordinator (even years) shall be staggered in opposite years of the designated terms for Vice President, Treasurer, and Fall Coordinator (odd years).


Section 4.  Term Limits:

1.      Present Officers of the Board may seek re-election.  Officer positions shall not have term limits.


Section 5.  Appointment Board Members:

1.      Appointed Board Members shall be Field Manager, Equipment Manager, and Marketing Manager.  Nominations for Appointed Board Members shall be taken at the Annual Meeting.  The Officers of the Board will officially appoint all non-elected Board positions during the first meeting after the Annual Meeting.

2.      Appointed Board Members shall hold their position for a minimum of one year.  Appointed Board Member positions shall not have term limits.


Section 6.  Vacancies:

1.      Vacancies on the Board of Directors shall be filled by appointment of the President and are subject to approval by a majority of the then current Board of Directors.  The appointee shall serve the remainder of the term.  If a vacancy occurs in the Office of the President, the Vice President shall automatically become the President for the remainder of the term and will fill the position of Vice President in accordance with Section 6 of this article.


Section 7. Background checks:

1.      All members of the Board must be willing to submit to a background check, the same as all coaches and parent volunteers through AYSA.


Article VII: Fiscal Matters

Section 1.  Fiscal Year

1.      The fiscal year shall begin on January 1st of each year.


Section 2.  Financial Reports

1.      The treasurer shall report the financial condition of the club at all meetings.

2.      The treasurer shall prepare an annual financial report at the close of each calendar year.


Article VIII: Parliamentary Authority

Section 1.  Roberts Rules of Order

1.      Roberts Rules of Order shall apply to all meetings of the club and its constituent parts as otherwise provided in these bylaws.


Article IX: Policies

Section 1.  Policies for all soccer offerings within this club shall be adopted and attached to these bylaws.  The purpose of the policies are to aid in the club’s day to day decisions about coaching, player development, registration, fees, and any and all situations that may arise.  The policies can be amended or changed at any regular meeting held during the year, by a majority vote of the Board of Directors.



Article X: Amendment and Approval of Bylaws

Section 1.  Amendments

1.      These bylaws may be amended at any Annual Meeting by a majority vote.


Section 2.  Approval

1.      The bylaws must be approved and accepted by the Board of Directors and signed and dated by the Officers of the Board.


Last Revised October 25, 2023


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