ARTICLE I - ANNUAL CONFERENCE

Section 1. Annual Conference. An annual meeting shall be held in the first quarter of every calendar year prior to the start of the earliest represented season for the purpose of best practices, yearly business, and Board of Director nominations. The annual meeting shall be held at the time and place of awarded bid by majority vote of the Council. All delegates of ISC are welcome to attend the annual meeting.

​

Section 2. Host Voting. Nominations for the following conference host shall be received at the end of the current Annual Conference. Nominated parties shall receive two weeks to submit their voting packet/platform that will be voted upon by all ISC members, with one vote per team represented. After a week voting period, the nominated party receiving the most votes will be awarded as the host of the following years conference.
 
Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting. Such notice shall be mailed to all delegates/directors of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when sent via email to the address provided by the delegate/ director.
 
Section 4. Place of Meeting. Meetings shall be held at the location designated by the hosting group/s in the city awarded the bid.

​

Section 5. Quorum. Attending voting delegates shall constitute a quorum at the annual meeting. Certain action items, such as official documents and fundamental changes to the organization, will be moved to online voting for all voting delegates.

​

Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.

​

ARTICLE II - OFFICIAL MEETINGS
Section 1. Meetings. Meetings may be requested by the President or the Board of Directors.
 
Section 2. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when sent via email to the address provided by the officer/ director.
 
Section 3. Place of Meeting. Meetings shall be held at the organization's principal place of
business unless otherwise stated in the notice. This may include an online or teleconference option.
 
Section 4. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may postpone the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.
 
Section 5. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.

ARTICLE III - DIRECTORS
Section 1. Number of Directors. The organization shall be managed by a Board of Directors. The directors of the organization shall be a President, Vice-President, Treasurer, Communications Chair, Membership Chair, and Away Travel Chair. Two or more offices may be held by one person, although the offices of Treasurer and President cannot be held concurrently by the same person. Each office may be occupied by Co-representatives, as long as it abides by the previous President-Treasurer rule.
 
a. President. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board. They shall give notice of all meetings of the Board of Directors, shall keep an accurate list of the directors and members, and shall have the authority to certify any records, or copies of records, as the official records of the organization.
 
b. Vice President.  The Vice President shall assist with the duties of the President, and shall assume the responsibilities in the absence of the President. In addition, the Vice President shall also serve as an appointed ISC liaison on the board of the Supporter’s Shield Foundation. Should the President be removed from office for any reason the Vice President shall be appointed to the higher office, and maintain the duties of both offices until a replacement Vice President is voted into office.
 
c. Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee. These reports must include monthly bank statements where any Independent Supporters Council assets are held, as well as monthly ledgers of spending.

​

d. Membership. The Membership Chair will be responsible for all new member voting, records, and onboarding. In addition, they will create materials and information to keep members informed as well as recruitment materials.

​

e. Communications. The Communications Chair will be responsible for creating and maintaining ISC external statements and brand standards. They will work to ensure brand consistency with all forms of media, including but not limited to, merchandising, online presence (including social media), video, multimedia, etc. They may establish a pool of artists and/or designers, but will ultimately be responsible for the look and feel of the ISC brand with input from directors when needed. All communications published will be created and posted by the Communications Chair.

​

f. Away Travel. The Away Travel Chair will be responsible for collection of and reporting of away travel reports for all leagues represented in the Independent Supporters Council. They will identify areas where the Council can work with leagues on equal and fair treatment of visiting supporters.  
 
Section 2. Election and Term of Office. The directors shall be nominated at the annual meeting. If a board spot is a contested race, the vote will go to the voting delegates online no more than 2 weeks after the annual meeting. Each director shall serve a term of 2 years, or until a successor has been elected and qualified. The directors shall be elected at the annual meeting or via online voting by voting delegates of the current year. There will be alternating votes for President/Membership/Away Travel in even years and Vice President/Communications/Treasurer in odd years.

​

Section 3. Representation. The maximum number of representatives from a single team who may serve as directors in a single year shall be no more than 40% of the board.

​

Section 4. Eligibility. To be eligible to run for an open Board of Director spot, you must be sponsored or nominated by a current Independent Supporters Council representative and have served.
 
Section 5. Quorum. A majority of directors shall constitute a quorum.
 
Section 6. Adverse Interest. In the determination of a quorum of the directors, or in voting, any judgement of adverse interest from a majority of the Board can result in action per Section 10.
 
Section 7. Meetings. See Article 2.
 
Section 8. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these bylaws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
 
Section 9. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
 
Section 10. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor is elected and qualified.
 
Section 11. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

Section 12. Addition of Director Spots. To the extent permitted by law, the Board of Directors may identify additional Board spots needed. These will be added into the by-laws as needed and voted on by the voting delegates.

ARTICLE IV - MEMBERSHIP
Section 1. Membership. The Independent Supporters Council is open to application of membership from any independently organized group/council geared towards the support of a soccer team that competes in any league that operates within North America, excluding national teams.

​

Section 2. Eligibility. To be eligible to apply and join the Independent Supporters Council, a supporters’ group must adopt and agree to the ISC Charter, Bill of Rights, By-laws, and be defined as “independent”.

​

a. Independent. Defined as a supporter group/council that maintains its separate identity from any overarching decisions of the supported
club’s front office, including, but not exclusive to, the following:
      1. Governance: A supporter group/council shall be the sole deciders and in charge of the preservation of their name, logo, bylaws, finances,           and leadership. In stadium operations of ISC members with the purpose of showing team support shall remain under the sole labor of the      
      supporter group/council including, but not limited to, chant lyrics, atmospheric tools, organized demonstrations, and tifo. Supporter
      groups/council shall work with their front office to ensure that other organizations don’t attempt to profit on the intellectual property that the
      supporter group/council develop without prior approval from said supporter group/council.
      2. Financial: A supporter group/council shall be the main proprietor for income and related expenses as to the operations of the            
      group/council. Financial assistance from front offices may not exceed 15% of a members yearly income and may be no greater than $10,000
      in total per year. Services and agreements, as it pertains to ticketing, transportation, etc. are permissible as long as it promotes supporter
      involvement within their supporter group and there is no intention of overreach by the club’s front office. Donations from sponsors and
      partners are allowed as long as said partners and sponsors do not make the decisions for the supporter group for any reason.

​

b. Membership Numbers. There is no minimum requirement of membership to apply.

​

c. Non-Profit Status. Supporter groups should not be operating as a for-profit organization at any point in time as a member of the Independent Supporters Council.

​

d. Financial Reports. The ISC Board of Directors may request the financial reports of any members for the sole purpose of providing record of non-abuse of the above stated definition of financial independence regardless of a members non-profit status.

​

Section 3. Application of Membership. Supporter Groups who desire to apply for membership of the Independent Supporters Council will fill out the application as stated online. The process is below.

​

a. Discussion. All groups up for voting will go through a 2 week discussion period that includes all delegates of the Independent Supporters Council. During this period, all delegates will have the ability to provide a suggestion of vote and any comments about the applying group.

​

b. Voting. Voting will be sent to all voting delegates as identified by the collective groups of each represented club. The voting period will last for a week. Voting will be done by the voting reps for each team. If any delegate votes probationary or no, the applying group will be subject to submitting documents asked for or re-application after requirements are met.

​

c. Acceptance. If the proper number of majority votes are received in favor of accepting an application that group will begin receiving their onboarding tasks. If no communications between the applying group and the membership chair are made in regards to completing their onboarding within 30 days then the applying group will be deemed inactive and asked to reapply and begin the process again when ready.

​

Section 5. Delegates. All groups who hold membership are allowed two delegates on record.

​

Section 6. Removal. In the case that a group does not follow the by-laws, they may be removed from the Council by a vote of the Council. 

​

Section 7. Compliance. Members who find themselves out of compliance with the by-laws will receive a grace period proposed by the Board of Directors and confirmed by the Council to find themselves back in compliance. Groups out of compliance will lose their voting privileges until they are determined by the Council to be back in compliance.

​

ARTICLE V - VOTING
Section 1. Types of Voting. The following regulations will apply to voting of membership, directors, and any other votes decided on by the Board of Directors.

​

Section 2. Delegates. There will be one voting delegate per supported club. This will be designated by all supporter groups for each supported club. The designated delegate is in charge of recording the vote on behalf of all represented supporter groups for their supported club. If groups of the same supported club conflict on their vote, the vote shall be recorded as an abstention.

​

Section 3. Forum. The voting forum will be designated by the person/s running said vote. 
      a. Membership. Voting forum will be decided by the Membership Chair or Voting Committee

      b. Directors. Voting forum will be decided by a voting committee comprised of 3 people who are not running for any office and do not
      represent the same market as anyone running for a contested Board spot. 

​

Section 4. Discussion. Discussion of all voting will be open to all delegates in the Independent Supporters Council for a designated amount of time by the person running the vote.

​

Section 5. Voting Time. All votes will have a 1 week voting time period. Votes not cast after 1 week will be counted as an non-vote.

​

Section 6. Voting Identification. All ballots and reasoning included will be cast anonymously.

​

ARTICLE VI - ETHICS AND COMPLIANCE
Section 1. Committee. If for any reason a case of unethical behavior between ISC members is brought to the Board of Directors the case will be dealt with by a set forth Ethics Committee. This committee shall be comprised of the President, Vice President, Membership Chair, and at least 3 other voting representatives. The 3 voting representatives may not be from any member group in which the behavior in question is called against nor any other member group that supports the same team. The group(s) whose behavior is in question may request a named voting member to be appointed to the ethics committee.

​

Section 2. Proceedings. The appointed Ethics Committee will meet in person or by conference/video chat if necessary to discuss the behavior in question. The findings are to be reported back to all members no later than 30 days from when the Ethics Committee is formed.

​

Section 3. Findings. In the case that the findings of the Ethics Committee are deemed in direct contradiction to the ISC by-laws, the Ethics Committee may immediately call for the removal of the guilty group from ISC. If there is any doubt found or not enough information is present to make a decision the Ethics Committee will call forth a trial of parties involved. The Ethics Committee may call a vote of the ISC representatives based on the findings of this trial.

​

ARTICLE VII - CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or the Vice-President and Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
 
ARTICLE VIII - AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Council by a two-thirds majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all members at least ten (10) days before the meeting.
 
ARTICLE IX - INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).
 
ARTICLE X - DISSOLUTION
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two- thirds (2/3) vote of the Council. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
 
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer or conveyance will be donated to the FARE Network.