Constitution & Bylaws of The Coopers

Constitution and bylaws for the structure and organization of The Coopers.
Last updated December 3rd, 2016

ARTICLE I: STRUCTURE

A. NAME: This organization shall be known officially as The Coopers.

B. STRUCTURE: The Coopers are to be organized in the Commonwealth of Kentucky.

C. PURPOSE: The purpose of the Coopers is:

1. To support professional soccer in Louisville, Kentucky, in whatever form it may present itself.
2. To promote the growth of soccer among underprivileged and underserved youth in Louisville.
3. To introduce and promote the game of soccer and the Coopers to other individuals.

MISSION STATEMENT: The Coopers will organize and lead the supporters section at LCFC games, grow passion for the professional soccer team in Louisville, and support the growth of the game of soccer and The Coopers, through social and charitable endeavors.

C. OPERATION: The intent of Coopers is to operate as a private organization.

1. No member of the Coopers shall benefit personally from Coopers revenues.
2. No assets of the Coopers shall be divided among the membership.
3. The fiscal year shall begin January 1 and end December 31.

D. DEFINITIONS: In this Constitution and Bylaws, the term “member” shall be synonymous with the term “voting member.” In this Constitution and Bylaws, the requirement for a “written notice” in any instance shall be interpreted to include electronic notice and such electronic notice shall receive equal priority and preference with any written notice. If an electronic notice shall be sent to a member, it shall substitute for, and be in lieu of, a written notice. However, if a member or voting member shall not have access to an electronic means of receiving notices, such member or voting member shall be advised to join this century, but also shall receive written notice without the necessity of requesting the same; provided he or she has indicated on his or her membership application the absence of a means of receiving electronic notice, or simply failed or neglected to indicate the presence of a means of receiving electronic notice. The primary means for electronic notice will be email.

E. AMENDMENTS: This Constitution and Bylaws may be amended by majority vote of the regular Board of Directors after having been discussed during two consecutive meetings, or at any special meeting called for that purpose. The Constitution and Bylaws may be amended by a majority vote of the members present at such meeting(s), provided notice of the proposed amendment has been given in the call of the meeting and thirty (30) days written notice has been given to the membership. Any member may present a proposed amendment to the bylaws for consideration by the membership under the provisions of this paragraph.

F. DISSOLUTION: Coopers shall continue to exist until dissolved by a vote of three-fourths (¾) of all members present at a special meeting called for the purpose. Written notice of the special meeting to consider dissolution shall be given to all current members at least thirty (30) days in advance of said meeting. Quorum for such meeting must be at least fifty percent (50%) of the active membership at the time such meeting is called. Upon dissolution all remaining assets of Coopers will be transferred to its successor fan/booster club or donated for the advancement of the mission of Coopers, or for any other purpose that is approved by a majority of members.

ARTICLE II: MEMBERSHIP

A. ELIGIBILITY: Membership in the Coopers shall be extended to any person regardless of age, sex, race, national origin, or religion. Membership may or may not include voting privileges, depending on classification of the membership. Membership will be contingent upon complying with the requirements set forth in these bylaws including, but not limited to, payments of annual dues and continuing adherence to all rules and regulations as set forth in these bylaws.

B. MEMBERSHIP:

1. Honorary: An Honorary membership should be extended to those who significantly contribute to the Mission of The Coopers. Honorary members do not have voting privileges and cannot hold an elected office. These members shall be approved by a simple majority board vote of the board. These members shall be invited to quarterly members meetings, and be acknowledged for their contributions with a declaration of honorary membership, and a scarf.

2. General Membership: Membership should be open to anyone regardless of age, but voting restricted to those over the age of 18. Each individual member, over 18, shall be entitled to one vote in any matter or question before the active membership of Coopers.

C. APPLICATION: Application for membership in Coopers shall be made in writing or online. All membership applications, mailing lists, and all other lists of member’s names, addresses, phone numbers, and any other information contained on the membership application, will be held in strictest confidence, and will be maintained by the Secretary with dues being submitted to the Treasurer.

D. PRIVILEGES: Privileges of active membership in Coopers shall include, but not be limited to, voting, election to office, appointment to a position deemed necessary by any Coopers officer, and receiving the Coopers electronic newsletter.

E. DUES: Membership dues shall be determined annually by the Board of Directors and approved by the General Membership at the December General Meeting. Notice of any action taken by the Coopers with respect to dues and assessments shall be sent to members promptly. Dues shall be for a period of one year commencing January 1 and ending December 31.

ARTICLE III: BOARD OF DIRECTORS

A. DEFINITION: The Board of Directors shall consist of the officers of the Coopers (i.e. President, Vice President, Treasurer, and Secretary) and six members at large.

1. The term of office for members of the Board of Directors is one year with a maximum of three consecutive years in any one position.
2. Board members elected at mid-term elections will also serve one year. Mid-term elections will be established to either revalidate the board member elected at the mid-term election, fill a vacancy caused by natural attrition, or to elect a new board member to the position.
3. When practical, elections will be held via internet voting in order to allow all members an opportunity to vote (See Article VI: ELECTIONS)

B. POWERS AND DUTIES: The Board of Directors shall supervise the affairs of Coopers. Each officer, excluding the President, will serve as an ex-officio member of a committee designated by the Board of Directors at any meeting.

1. The Board of Directors must approve all expenditures in excess of $100.00 dollars. Without Board approval, members may not be reimbursed for expenditures.
2. Without board permission, the President and Vice President may authorize the expenditure of money for sums less than $100.00 but at least two officers (President, Vice-President, Treasurer or Secretary) must both approve.
3. The Board of Directors shall meet on the 2nd Wednesday of every month (unless a change is agreed upon), and any motion before it shall pass upon the affirmative vote of the majority of its members present. The President shall only vote in the case of a tie.
4. The Board of Directors may employ such executive employees as may be necessary or appropriate for the successful fulfillment of the purposes of the Coopers. The board may authorize such executive employees to select, hire, and supervise staff employees and volunteers.
5. Along with the President, the Board of Directors may nominate individuals for special positions (i.e. Club liaison) with a majority vote.

C. PRESIDENT: The President Shall:

1. Provide executive leadership and direction to the Coopers, to the Board of Directors, and to the permanent standing committees.
2. Serve as the Chairperson of the Board of Directors.
3. Be responsible for the enforcement of the Articles of Incorporation, Constitution and Bylaws, and other rules and regulations of Coopers, including presiding over the conduct of regular and special meetings and Board of Directors meetings under rules of good order.
4. Serve as an ex-officio member of all committees except Nominations/Elections Committee and as required, an Audit Committee.
5. Have the power to countersign, along with the Vice President, all contracts, drafts, checks or other papers pertaining to Coopers.
6. Have the power and authority to purchase, own, sell, lease, or otherwise receive or obtain any property, real or personal, necessary or appropriate for the conduct of the activities of Coopers.
7. Perform all duties requested by the Board of Directors.
8. The President will only vote in the case of a tie.
9. Write and obtain general membership consensus on the Coopers Annual Plan (CAP) prior to commencement of the LCFC season. (See Annex A –CAP format).
10. Shall be the official media point of contact, and fulfill any media requests for interviews. The President is the spokesperson for The Coopers. The President may designate individuals to speak on behalf of The Coopers.
11. Recommend to the board individuals from the membership of the Coopers to serve in special positions either as committee heads or individuals (e.g. Club Liaison).

D. VICE PRESIDENT: The Vice President Shall:

1. Act for and perform all the duties of the President in the event of his/her absence, and shall perform other duties as requested by the Board of Directors or the President.
2. Assume the office of the President in the event the office of the President becomes vacant until the next election.
3. Have the power, along with the President to countersign all contracts, drafts, checks or other paper pertaining to Coopers in the absence of the President.
4. Summarize and present all committee minutes received to the Board of Directors at the monthly meeting and at all general membership meetings.

E. TREASURER: The treasurer shall:

1. Be the custodian of the funds of the Coopers. The Treasurer shall have the power to sign all contracts, drafts, checks, or other papers pertaining to the Coopers in the absence of the President or the Vice-President.
2. Receive and receipt all monies that may be, or may become due Coopers, and shall perform other duties as may be directed by the Board of Directors, or the President.
3. Compile and maintain proper records of the receipt and disbursement of all
Coopers funds, and shall prepare and submit proper reports of such receipts and disbursements to the Board of Directors, and to the general membership.
4. Prepare an annual statement of all monies for audit by the Audit Committee.
5. Prepare and submit any tax related documents required by the IRS, the
Commonwealth of Kentucky and/or the City of Louisville.

F. SECRETARY: The Secretary shall:

1. Prepare and distribute the monthly meeting agenda no later than 1 week prior to each meeting (See Annex B – Agenda format).
2. Keep the minutes of all meetings, regular and special; shall ensure all notices are timely and properly distributed; shall be custodian of the related records of the Coopers.
3. Draft the membership update after each monthly meeting and submit to board for approval and release.
4. Manage official correspondence, and immediately make all such correspondence and content known to the President, any appropriate Officer, Director or Committee Chair.
5. Maintain the Coopers Gmail account.
6. Coordinate with the Director of Communications for email releases.
7. Perform such functions as may be assigned by the Board of Directors or President.

H. BOARD MEMBERS AT LARGE:

1. Members at large shall attend all Board of Directors meetings, club events, and general membership meetings.
2. Act as committee Directors, assistant directors and provide monthly reports to the Board of Directors.
3. Perform duties as may be requested by the Board of Directors or the President.
4. Communicate with the general membership and represent their interests with the board.

I. REMOVAL AND VACANCIES: A member of the Executive Committee who shall be absent without leave from four (4) meetings total or three (3) consecutive meetings of the Board of Directors shall be automatically dropped from membership of the Executive Committee, unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.

1. When practical, vacancies, shall be filled by a majority vote of the members present after nominations have been solicited from the general membership at a designated time such as mid-term elections (see elections).
2. In special circumstances, whereas critical positions become vacant, the President can nominate and the board can approve with a majority vote individuals to temporarily serve until the next scheduled election.

J. EXECUTIVE COMMITTEE: The Executive Committee shall consist of the officers of the Board, the Directors, and the Assistant Directors of the various committees. The Executive Committee shall transact any business that may arise between Board meetings, and shall exercise such other power as may be delegated to it by the Board. Proceedings of the members of the Executive Committee shall be reported to the Board at its next meeting. A majority of the members of the Executive Committee shall constitute a quorum thereof, and the business of the Executive Committee shall be transacted by the majority vote of those members present and voting, provided that a quorum is present.

ARTICLE IV: COMMITTEES AND SPECIAL POSITIONS

A. PERMANENT: Permanent committees shall serve the regular and continuing requirements of the Coopers for the duration of any current membership year. Committee chairpersons shall be nominated by the President and confirmed by the Board of Directors upon a vote of two thirds of its members present at the November meeting. All permanent committees shall keep regular minutes of any and all meetings, shall make recommendations to the agenda for new and old business, and shall transmit such to the Secretary of the Coopers no later than fourteen (14) days prior to the monthly meeting. A permanent committee shall be the same as a standing committee.

B. OPERATIONS COMMITTEE: Responsible for planning and organizing game day activities, and other associated large scale events such as away trips and parades. This includes but is not limited to match set up, Drummer and Capo support, club songs, cheers, TIFO, chants, the march to the match, use of smoke, and other in-game activities of club supporters. It is imperative that while such activities are meant to be spirited, that same are NOT to contain any racial and/or homophobic content of any kind, and such should not be intended to incite violence from any group, regardless of affiliation. A modicum of respect toward the professional club and opponents is expected.

1. The Director of this committee shall be nominated by the President and approved by the board with a majority vote. Board members at large and members from the general membership will be solicited to assist in his or her duties.
2. Game day TIFOs and expenditures will be approved by the board of directors at the monthly meeting prior to game day.
3. Individuals using smoke will be trained and authorized by the Director and submitted to LCFC one week prior to game day, normally these will be Capo’s based on league requirements for using pyrotechnics.
4. Capo’s will be recruited and trained by the Director of this committee.
5. This committee will provide drum section set up and tear down.
6. This committee will obtain necessary equipment to support game day events (Bill horns, smoke, Capo and drum stands etc…)
7. This committee will coordinate all meeting times and locations, including board meetings.
8. This committee will coordinate non-game day social events.
9. This committee will assist in PODCAST (Barrel Proof) support with the Barrel Proof producer (s).
10. This committee will record new songs and in coordination with the Communications director, post to website and distribute across social media.

C. MERCHANDISE and MEMBERSHIP (M2): Committee: Responsible for marketing including branding, merchandise design and sales, and membership management including new memberships, renewing memberships and membership drives. Specific duties include:

1. This committee will manage membership and membership registration.
2. This committee will assist the communications director in managing the Coopers website.
3. This committee will manage the member directory.
4. This committee will design, sell, and ship all merchandise.
5. This committee will maintain the merchandise and membership booth at game day and other events as required.
6. Coordinate with the Director of Communications for Mail Chimp releases.
7. The chair of this committee will solicit members from the general membership to help carry out all club events in a timely and organized manner.

D. COMMUNICATIONS and MARKETING COMMITTEE: Responsible for creating and maintaining Coopers communications, including, but not limited to: Mail Chimp messaging, Twitter account(s), Facebook account, blog, website, and radio/TV appearances. The chair of this committee will solicit members from the general membership to assist in his or her duties. Specific Duties include:

1. In coordination with the secretary and M2 Director, design and distribute email messaging to members and non-members at least monthly, no later than seven (7) days after the monthly meeting, and no later than seven (7) days before general meeting.
2. Manage the Cooper’s Twitter account.
3. In coordination with the M2 Director, mange the Coopers Facebook account.
4. Manage the Coopers Website.
5. Coordinate media releases.
6. This committee will design and order banners and flags as approved by the board of directors.

E. ANGELS SHARE COMMITTEE: The Angels share committee manages all charitable events by the Coopers. As part of the Coopers Annual Plan, the membership will approve what charities the Coopers will support. Specific duties include:

1. Communicate and coordinate with identified charity (s).
2. Coordinate charitable event support and manage volunteers.
3. Coordinate with and assist other supporters group’s charitable events.

F. CLUB LIAISON: The President, with board approval may appoint a Club Liaison, who shall:

1. Act as the liaison between the Louisville City Football Club (LCFC) and the Coopers. As such, the liaison will contact (LCFC) regarding matters that need such club’s input.
2. Keep the President, Vice President and Board of Directors informed of all communication with LCFC.
3. Act as a liaison between the Coopers and other significant LCFC supporters groups, the USMNT/USWNT supporter groups (American Outlaws) and supporters groups from opposing teams as necessary.
4. Coordinate a regular meeting with LCFC and the leaders of all significant LCFC supporters’ groups.
5. Perform other duties as may be requested by the Board of Directors or the President.

G. AD HOC COMMITTEES: Ad Hoc Committees may be established by the Board of Directors for satisfying the special needs of the Coopers that may arise from time to time and do not fall within the scope of the permanent committees and their purpose and function.

H. ELECTIONS COMMITTEE: The Elections committee manages all matters pertaining to elections including end of year election and mid-term. This includes executive officers for the Coopers, and other electoral issues, as deemed necessary by the Board of Directors. This function and operation of this committee shall be independent of normal reporting requirements for committees set forth in these bylaws. The elections committee shall:

1. Coordinate and prepare for internet voting.
2. Publish a Call for nominations in coordination with the communications committee, not less than 6 weeks before elections, which clearly outlines the election details, various deadline dates, and responsibilities of each position.
3. Receive candidate self-nominations and publish 2 weeks prior to election period for general membership to review
4. Coordinate internet voting period to last one-two weeks prior to election announcement.
5. Provide the President the list of winners at the announcement day

ARTICLE V: MEETINGS

A. GENERAL MEMBERSHIP: General Membership meetings will be held bi-annually. Other meetings may be called as deemed necessary by the President or by a majority vote of the Board of Directors. Members will be notified of meeting dates and locations at least ten (10) days in advance of the general membership meetings. The general membership meetings will be identified in the Coopers Annual Plan. A quorum for any purpose of the Coopers, including voting, shall consist of 10% of the active members.

B. BOARD OF DIRECTORS: The Board of Directors will meet monthly. A majority of elected board members (5) shall constitute a quorum for the Board of Directors meetings

C. SPECIAL: The Board of Directors may call a special meeting, if circumstances warrant. Any member may request a special general membership meeting by presenting a petition signed by twenty (20) members to the Board of Directors. Members will be notified of special meeting dates and locations at least fourteen (14) days in advance of such meeting.

D. CHANGES: All requests for changes in meeting times and dates shall proceed through the President, and shall be approved only upon the majority vote of a quorum of members, as previously defined, at any general membership or special meeting.

ARTICLE VI: ELECTIONS

A. ELECTIONS: The ELECTIONS Committee shall meet no less than 6 weeks before the regular
Mid-Term (Jun-July) and end of the year (December) general membership meetings and make rulings on the eligibility of office, open up nominations available positions; and recruit individuals to run for open positions giving thoughtful consideration to the qualifications (i.e. attendance at meetings, participation in functions, willingness to work, ability to get along with others, etc.) of each of the candidates for office. They shall secure the consent of each candidate before placing their name on the ballot.

B. QUALIFICATIONS: A candidate for office must be a current member of the Coopers.

1. All officers must be at least eighteen (18) years of age before the elections.
2. No person may hold more than one elected office at any time.
3. Board members with six months left on their term run for a different office at the next election (i.e. elected as member at large during mid-term election, can run for Secretary at next election).
a. Should they win, they will assume responsibility on the 1st day of the following month. The position made vacant will be filled by the individual with the next highest vote tally for that position and if not possible the President a appoint a temporary board member, with board approval, until the next election.
b. If they are defeated, they will remain in the position of which they were elected six months prior and serve until the next election.

C. BALLOTING: Election of officers will be held via internet voting (election buddy, simply voting etc…) 1-2 weeks prior to the mid-term and end of the year general membership meetings.

1. Internet software used will manage elections will be held by secret ballot and paid for out of Coopers general funds.
2. All voters must be at least 18 years of age by the election period.
3. Candidates will be announced to the general membership two weeks prior to the election period and four weeks prior to the election.
4. The Elections Committee shall be responsible for conducting the election, including verification of eligibility of voting members, counting ballots and final tabulation. The candidate with the majority of the votes cast shall be the elected board member. If no candidate receives a majority, a run-off ballot will be required between the top two polling candidates. If a tie prevents an open position from being filled a runoff ballot will be required between the affected candidates.
5. In case of any dispute of the election results or the conduct of the election, the members of the Board of Directors shall sit as an ad hoc committee. However, no currently sitting elected officer who is seeking another term in any elected office shall sit as a member of this ad hoc committee. The simple majority vote of this committee, to decide any question or dispute before it, shall be the exclusive and final authority of any question or dispute arising from the election.
6. The results of the election should be announced before the end of the general membership meeting. The newly elected officers will be installed in their respective offices on the 1st day of the next month.

ARTICLE VII: TRANSITION

A. TRANSITION OF RESPONSIBILITY: After the December election, as required the Coopers leadership will hold a joint meeting with the outgoing board and the incoming board of directors no later the fourteen (14) days after the vote. The purpose of this meeting is to smoothly transition responsibilities and accounts to be complete by the next Board meeting in January. The following actions are expected to occur.

1. Draft updates to the Constitution and bylaws for review at the January Board meeting.
2. Discuss lessons learned throughout the previous year.
3. Develop the next Coopers Annual Plan for review at the January board meeting.
4. Transition accounts, user names and change passwords including but not limited to the following:

a. Member directory and email platform (Communications Director primary, M2 alternate, President, VP and secretary as back up)
b. Gmail (Secretary primary, communications Director alternate, President and VP as back up)
c. Website admin and domain (Communications director primary, Merchandise and Membership as alternate, President, VP and secretary as back up)
d. Facebook accounts (Communications director primary, secretary as alternate, President and VP as back up)
e. Twitter account (Communications director primary, secretary as alternate, President and VP as back up)
f. Purchasing account (Treasurer as primary, Merchandise and Membership as alternate, President and VP as back up)
g. Bank account (Treasurer as primary, merchandise and membership as alternate, President and VP as back up)
h. Google drive account (Secretary as primary, communications director as alternate, President and VP as back up)
i. Election software account (Election committee, secretary as back-up)

5. Conduct a joint meeting with LCFC, the President, and the Vice President to go over the annual plan.
6. Conduct a joint meeting with the President, and the Vice President, merchandise and membership director and all business partners (pubs) to discuss the next year’s events.
7. Conduct a joint meeting with the President, the Vice President and the Angles Share Director with designated charities to discuss the next year’s events.

ARTICLE VIII: INDEMNIFICATION

A. PERSONS ENTITLED TO INDEMNITY: Unless otherwise prohibited by law, the
Coopers shall indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Coopers for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.

B. ITEMS FOR WHICH INDEMNITY IS OWED: Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Coopers may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.

C. INSURANCE: The Board of Directors may also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person’s status as a director, officer, employee, or agent, whether or not the Coopers would have the power to indemnify the person against that liability under law.

Annex’s:

A – The Coopers Annual Plan Format
B – The Monthly meeting agenda
C – Cooper’s Uniform Standard Operating Proceedure