Since its inception in 1996, MLS has seen many changes, both on the pitch and off, as it has grown into the league we know today. However, the one constant has always been the support of fans. Whether by the handful in cavernous, decrepit buildings, or by the tens of thousands in gleaming new soccer specific stadia, we the fans have supported our local teams through it all. It is we the supporters who are the rightful curators of MLS’s history, as we’ve lived it game by game, minute by minute, song by song, mile by mile.
Although MLS Cup is the de facto piece of silverware for which every team strives, The Supporters Shield is a tangible manifestation of the fans’ passion and commitment. The Supporters Shield represents all ninety minutes of every game, every year, and every emotion felt by the fans who strive to lift their teams with their collective voice. More than anything, The Supporters’ Shield belongs to supporters.
We believe that all fans of MLS, the communal heartbeat of the league, deserve ownership of a trophy independent from corporate interests and truly representative of the commitment and passion that each fan brings to each game, each year. The Independent Supporters Council, via the Supporters’ Shield Foundation, is proud to have been able to help make this a reality.
THE SUPPORTERS SHIELD FOUNDATION
The Corporation is organized as a Missouri nonprofit corporation and shall be operated exclusively for the following charitable and educational purposes, all of which shall be conducted in such a way as to qualify the Corporation for tax exempt status under Section 501(c)
(3) of the Internal Revenue Code of 1986, as amended: To fund and promote Major League Soccer’s Supporters Shield award, and
educate people as to the history and significance of the award; and to engage in any related acts or activities necessary to accomplish such purposes.
Section 1. Principal Office. The initial principal office shall be located at 6720 Appleton, in the City of Raytown, County of Jackson, State of Missouri 64133.
Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Missouri as the Board of Directors may from time to time determine or the business of the Corporation may require.
Section 3. Registered Office and Agents. The Corporation, by resolution of its Board of Directors, may change the location of its registered office as designated in the Articles of Incorporation to any other place in Missouri. By like resolution the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed with the Secretary of State.
Section 4. Foreign Qualifications. The Corporation, by resolution of its Board of Directors, may qualify to do business in such other States as the purposes of the Corporation require. The Corporation shall designate a registered office and registered agent in each State
where it is so qualified.
Section 1. Membership. Members of the Corporation shall consist of the then current voting members of the Independent Supporters Council of North America. The Board of Directors shall have the power to impose any additional membership restrictions and/or qualifications for any membership and/or classification of membership, including but not limited
to imposition of dues on Members.
Section 2. Classifications of Membership. Classifications of memberships shall be determined by the Board of Directors and amended as necessary. Unless otherwise specified by the Board of Directors when specifying classification of members, all members shall be voting
Section 3. Voting. Each voting Member shall have one (i) vote on any proposal presented at any meeting of the voting Members of the Corporation, or on any proposal to be voted on by the voting Members by mail or electronic ballot. At any meeting of the Members, presence in person or by proxy of voting Members constituting fifty percent (50%) of all eligible voting Members shall constitute a quorum for such meeting. Unless otherwise required by law approval of any matter before the Members shall require the approval of a majority of Members
attending, in person or by proxy.
Section 4. Telephonic Meetings; Proxy. Meetings may be held via telephone. Members may participate in a meeting of the Members by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear and communicate with each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. A Member may designate an officer of the Corporation to vote as the proxy for such Member at any specific meeting, with such instructions as such Member may designate in writing, but absent any instruction, the proxy holder can vote in his/ her discretion.
Section 5. Annual Meetings. The annual meeting of the Members shall be held at 7:00 p.m. on the first Tuesday in April in the Kansas City metropolitan area, of each fiscal year (unless otherwise designated by the Board of Directors), or if that day be a legal holiday, on the next succeeding day not a legal holiday, at which meeting the voting Members shall elect officers, and transact such other business as may properly be brought before the meeting.
Section 6. Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statutes or by the Articles of Incorporation, may be called by the President, the Board of Directors, or by at least six (6) Members (who shall authorize the President to call the meeting). Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice.
Section 7. Informal Action by Members. Any action required to be taken at any annual or special meeting of Members of the Corporation, or any action which may be taken at any annual or special meeting of such Members, may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by at least eighty percent (80%) of the voting Members with respect to the subject matter thereof. Such agreement or consent shall be filed by the Secretary in the corporate records of the Corporation.
Section 8. Notice. Written notice of each meeting of the Members stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or given to each voting Member entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notice of such meeting shall be given to the Members of the Corporation by such means as the Board of Directors determines is appropriate, including but not limited to posting notice of such meeting on the Corporation’s website no later than ten (10) nor more than sixty (60) days before the date of the meeting. Written notice shall include, but not be limited to, notice by electronic transmission which means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. If mailed, notice shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the Member at his/her/its address as it appears on the records of the Corporation. If notice is sent by fax or email, notice shall be deemed given when transmitted. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends a meeting for the express and exclusive purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened. An affidavit of the Secretary of the Corporation that notice has been given shall be prima facie evidence of the facts stated therein in the absence of fraud.
Section 9. Transfer of Membership. Memberships in the Corporation shall be nontransferable. There shall be no transfer or alienation by inter vivos or testamentary device or otherwise.
Section 10. Resignation from Membership. A Member may resign from membership upon written notice to the Board of Directors.
Section 11. No Liability for Dues. No Member shall have any personal liability for any unpaid dues owed to the Corporation, and the failure to remit any dues shall only result in the loss of voting rights to such Member and the ability of the Board of Directors to expel such
The Corporation shall be governed by a Board of Directors and Officers, according to the rules as set forth in these Bylaws. Parliamentary authority shall be the latest edition of Robert’s Rules of Order, except to the extent modified or waived by the Board of Directors.
BOARD OF DIRECTORS
Section 1. Function. The function of the Board of Directors shall be to supervise the actions necessary to comply with the directions of the Members in carrying out the duties of the Corporation, to be responsible for the overall management of the affairs, funds and property of the Corporation and to guard the general welfare of the Corporation, in accordance with the purposes set forth in the Articles of Incorporation and these Bylaws.
Section 2. Number and Manner of Election; Term. The initial number of Directors which shall constitute the whole Board shall be three (3). Thereafter, the number of Directors may be increased or decreased by the Board of Directors, but shall consist of no more than seven (7) members. After the initial appointment of the Directors by the incorporator, any new or replacement Directors shall be appointed by a vote of the Members. The initial directors shall hold office until the first meeting of the Members, and thereafter, each Director shall hold for a term of one (1) year, provided that a Director shall serve until his/her replacement is appointed upon the expiration of his/her term. The initial Directors and any new and/or replacement directors shall hold office until his/her term expires, his/her resignation or his/her removal.
Section 3. Duties. The duties of the Board of Directors shall be: To transact necessary business of the Corporation; To prepare a budget for the fiscal year; To approve or veto the election of the officers by the Members; To designate one or more committees and approve the plans of work of the committees; To follow and implement the directions of the members in carrying out the purposes of the Corporation; To supervise, control, direct and manage the property, affairs and activities of the Corporation on behalf of the Corporation, the Board of Directors being vested with all and unlimited powers and authorities, except as it may be expressly limited by law, the Articles of Incorporation or these Bylaws; and To conduct such other activities as outlined in these Bylaws.
Section 4. Resignation; Vacancies. Any Director may resign at any time by delivering a written resignation to the President or the Secretary, specifying the time at which such resignation shall be effective. In the absence of any specification, such resignation shall be effective upon delivery thereof. The acceptance of a resignation shall not be necessary to make it effective. Any vacancy occurring on the Board of Directors shall be filled by the Members.
Section 5. Compensation; Reimbursement of Expenses. Directors shall serve without compensation but may be reimbursed for any expenses incurred and authorized by the President or by the Board of Directors as reasonable or necessary for the purposes of the affairs of the Corporation. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity.
Section 6. Chairman of the Board. The Board of Directors may select one of the Directors to serve as Chairman of the Board, a non-officer position, who shall preside at all meetings of the Board of Directors and who shall perform such other duties as may be prescribed or assigned to him/her by the Board of Directors or these Bylaws.
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place. All meetings of the Corporation and Directors shall be at any place as may be determined by the President, the Chairman of the Board, by resolution of the Board of Directors or by written consent of a majority of the members of the Board of Directors serving at
the time of the call.
Section 2. Number of Meetings. There shall at least one meeting a year of the Board of Directors. The Board of Directors can establish regular meeting dates which will require no notice.
Section 3. Special Meetings. Special meetings may be held at any time and for any purpose but only for the purpose(s) set out in the call thereof. Special meetings may be called by the President, the Chairman of the Board, or upon petition of at least a majority of the members
of the Board.
Section 4. Telephonic Meetings; Written Consent. Meetings may be held via telephone. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear and communicate with each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Any action which is required to be or may be taken at a meeting of the Directors, or of the Executive Committee or any other committee of the Directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board or committee as the case may be.
Section 5. Notices. Written or telephonic notice of any special meeting must be given to the Board members. Each notice shall contain the date, time and place of the meetings, a statement of purpose or purposes in the cases of special meetings, or a specified agenda. Written
notice of each special meeting of the Board, stating the place, day and hour of the meeting and the purpose or purposes thereof, shall be sent to the directors at least two (2) days before the day on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail with postage thereon addressed to the director at his residence or usual place of business. If given by telecopy or electronic transmission, such notice shall be deemed to be delivered when it is transmitted. The notice may be given by any officer or the Chairman of the Board. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all directors shall be present.
Section 6. Quorum. The quorum necessary to conduct business at any meeting of the Board shall be fifty percent (50%) of the total number of Directors.
Section 7. Voting. At any meeting of the Board or Directors or any committee, there shall be no voting by proxy. All matters before the Board of Directors or any other committee or advisory boards at any meeting may be disposed of by a simple majority of Members present
unless otherwise stated in these Bylaws. Each member shall have one vote.
OFFICERS AND THEIR ELECTION
Section 1. Number and Officers. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Treasurer, a Secretary and such other officers as may be elected in accordance with the provisions of this Article. All officers shall be chosen by the Board of Directors. Any two or more offices may be held by the same person. All officers and agents of the Corporation as between themselves and the Corporation shall have such authority and perform and/or delegate such duties in the management of the property and affairs of the Corporation as may be provided by the Bylaws, or, in the absence of such provision, as may be determined by resolution of the Board of Directors
Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Resignation. Any officer may resign by giving written notice thereof to the Board, which resignation shall be effective upon delivery thereof.
Section 4. Removal. Any officer or agent elected or appointed may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors, which officer shall serve for the unexpired portion of the term. The President shall preside at all meetings of the Members of the Corporation, if present, and perform all duties of that office as may be prescribed in these Bylaws or assigned to him/her by the Board of Directors and shall coordinate the work of the officers and committees of the Corporation in order that the purpose may be promoted. The Vice President shall act as aide to the President and shall perform the duties of the President in the absence or disability of that officer to act. The Secretary shall record the minutes of all meetings and shall perform such other duties as may be deleted to him/her. The Treasurer shall have custody of all of the funds of the Corporation; shall keep a full and accurate account of receipts and disbursements; and shall make
disbursements in accordance with the approved budget, as authorized by the Board of Directors. He/she shall be responsible for the maintenance of such books of account and record and conform to the requirements of the Bylaws. All checks written against the deposited accounts of the Corporation shall be signed in accordance with the current resolutions of the Board of Directors. All officers shall perform duties prescribed in the parliamentary authority in addition to those outlined in these Bylaws and those assigned from time to time.
The Board of Directors may, by resolution, adopted by a majority vote of those entitled to vote, designate one or more committees. The name, chairman, method of selecting members, usual duties, term and requirements for reporting shall be included in the resolution. The
members of the various committees need not be members of the Board.
EXECUTION OF DOCUMENTS
Section 1. Execution of Contracts. Except as the Board of Directors shall authorize the execution thereof in some other manner, the President or a Vice-President shall execute contracts and other documents on behalf of the Corporation.
Section 2. Checks. All checks, drafts or other orders for the payment of money or other evidence of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers of the Corporation and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
INDEMNIFICATION OF MEMBERS, DIRECTORS AND OFFICERS
Section 1. Indemnification of Directors and Officers. When a person is sued, either alone or with others, because (i) he/she is or was a director or officer of the Corporation, or (ii) of his/her alleged misfeasance or nonfeasance in the performance of his/her duties, or (iii) out of any alleged wrongful act against the Corporation or by the Corporation, he/she shall be indemnified for any judgments or awards and for his/her reasonable expenses, including attorneys’ fees incurred in the defense of the proceeding, if any of the following conditions exist: The person sued is successful in his/her defense, or the proceeding against him/ her is settled with the approval of the Corporation; The person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Corporation; or (c)
With respect to any criminal action or proceeding, such person had no reasonable cause to believe his/her conduct was unlawful.
Section 2. Additional Indemnification. In addition to the indemnification provision set forth above, by resolution of the Board of Directors, the Corporation can indemnify any director, officer, member, agent, employee or representative of the Corporation to the full extent allowed
under Missouri law, subject to such restrictions, limitations or terms as set forth in such resolution.
Section 1. In General. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the Members, Directors or officers of the Corporation, except that the Corporation shall have the authority to (i) pay reasonable compensation for services actually rendered to or for the Corporation, and (ii) reimburse the Members, Directors or officers for any expenses advanced by such party on behalf of the Corporation.
Section 2. Section 501(c)(6). Notwithstanding any other provisions of the Bylaws or the Articles of Incorporation of the Corporation to the contrary, the Corporation shall not engage in or carry on any activities not permitted to be engaged in or carried on by a Corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any such federal income tax law).
Section 3. Loans. No loans shall be made by the Corporation to any of the Members, Directors or officers.
The assets of the Corporation in the event of dissolution or final liquidation shall be applied and distributed as follows: All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore; Assets held by the Corporation, under condition requiring return, transfer or conveyance which condition arises by reason of any dissolution shall be returned,
transferred or conveyed in accordance with such requirements; and All remaining assets of ever nature and description whatsoever shall be
distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code (or the corresponding provision of any future federal tax code), as shall be determined by the Members, 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 the Circuit Court of the county in which the corporation’s principal office is then located, exclusively for such purposes or to such organization or organizations, as said Circuit Court shall determine, which are organized and operated exclusively for such purposes.
Section 1. Depositories, Checks and Bonds. The monies of the Corporation shall be deposited in such banks, savings and loan companies, trust companies or any other financial institution as the Board of Directors shall direct and shall be drawn out by checks signed in such manner as may be provided by resolution adopted by the Board of Directors. They shall determine the amount of bond and/or insurance for such Corporation Officers as may, in the discretion of the Board of Directors, require bonding or insurance. The premium of such bonds and insurance shall be paid by the Corporation.
Section 2. Custodian of Securities. The Board of Directors may from time to time appoint one or more banks or trust companies to act, for reasonable compensation, as custodian of all securities and other valuables owned by the Corporation and to exercise with respect thereto such powers as may be conferred by resolution of the Board of Directors. The Board of Directors may remove any such custodian at any time.
Section 3. Membership Roll. The Corporation shall keep at its office the records of the name and address of each current Member and the class (if any) of such Member. The office of the Corporation may be changed to another location at the discretion of the Board of Directors.
Section 4. Title to Property. The title to all property shall be vested in the Corporation. The signature of any Officer, when authorized at any meeting of the Board, shall constitute proper authority for the purchase, encumbrance of sale of property, or for the investment or other disposal of funds which are subject to the control of the Corporation.
Section 5. Employed Personnel. The Board of Directors shall be ultimately responsible for the employment of such personnel as may be thought necessary by the Board of Directors for the Corporation to fulfill its above-stated functions. Salaries, wages and/or compensation of all employees contracted by the Corporation, if any, may be fixed, increased or decreased by the Board of Directors or by its duly appointed committee. Any such changes should be reported in writing to the Board of Directors at their regular meeting. An employee or agent of the Corporation may be removed or discharged by the Board of Directors following a written statement of the reason or reasons for such removal or discharge. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 6. Fiscal Year. The fiscal year of the Corporation shall be from January 1 through December 31 of each year.
These Bylaws may be amended, altered, abridged, added to, or repealed pursuant to the provision of the Missouri Nonprofit Corporation Act.
Section 1. Act to Govern. Except as specifically set forth herein, the Corporation shall be governed by the Missouri Nonprofit Corporation Act.
Section 2. Headings. The titles of the paragraphs and subparagraphs have been inserted as a matter of convenience and reference only, and shall not control or affect the meaning or construction of these Bylaws. Use of the masculine gender shall also be deemed to refer to the
feminine gender and neuter gender and the singular to the plural unless the context clearly requires otherwise.
I, Kevin Zelko, Secretary of The Supporters Shield Foundation, a Missouri nonprofit corporation, hereby certify that the above and foregoing is a true and complete copy of the Bylaws of the Corporation as adopted by the Directors as of the 31st day of December, 2012.
DATED: as of the 31st day of December, 2012.