Club By Laws

2019 CONSTITUTION AND BYLAWS OF SOUTHERN LEGION / LEGION DEL SUR, INC.

ARTICLE 1. CORPORATION 

No part of money collected, or proceeds given to the Legion shall be paid or distributed to any member as compensation. 

The Southern Legion / Legion del Sur (hereinafter referred to as the “Legion”) was founded in 2008 as an Independent Supporters Group and formally incorporated on January 29, 2019. The Legion is incorporated under the laws of the State of Florida (Chapter 617, F.A.C.). The Legion is organised exclusively for charitable purposes and shall be a non-profit organisation exempt from federal income tax, under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or corresponding section of any future federal tax code. 

Upon the dissolution of the Legion, assets 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. 

ARTICLE 2. PURPOSE AND MISSION 

1. To establish and maintain a healthy, yet independent, working relationship with Club Internacional de Fútbol Miami (hereinafter “Inter Miami CF”); 

2. To play a leading role in the creation of an Independent Supporter’s Union, to play an active role and collaborate with other supporters’ groups in that umbrella organisation; 

3. To foster goodwill among and work with other American and Canadian supporters’ associations within Major League Soccer, as well as on a national and international basis; 

4. To assist both local and visiting supporters attending home matches of Inter Miami CF; 

5. To sponsor and organize road trips to certain away matches for Inter Miami CF, as well as arrange viewing parties for other Inter Miami CF away matches, or other televised matches; 

6. To help ensure that the legal rights of supporters are not infringed upon by any figures of authority, and to pledge support to any cases arising as such; 

7. To provide a positive atmosphere for the team, its fans and the game of soccer at matches and in the general community; 

8. To assist Inter Miami CF as needed and as requested, and to use the sport of soccer as a mechanism to unite our multicultural Miami and South Florida community; 

9. To make charitable contributions, through time, money and effort, to local and national charities.

Part 1. Eligibility 

ARTICLE 3. MEMBERSHIP 

Part 1. Eligibility 

All persons who desire to join the Legion shall be considered eligible to become members regardless of race, nationality, citizenship status, religion, creed, gender, sexual orientation, or political affiliation. Persons wishing to join the Legion may do so at any time within a given membership year. 

Part 2. Classes 

There shall be three (3) classes of membership: Tier 1, Tier 2, Tier 3. The specific pricing and benefits of each class of membership shall be determined by the Board. The types and cost of memberships shall be reviewed annually and set at the AGM for the following season. 

Part 3. Members in Good Standing 

Members who have made full payment of annual dues and any outstanding financial obligations (bus trip payments, charity pledges, etc.) shall be considered members in good standing; 

Part 4. Dues 

Membership within the Legion shall be for a period of one calendar year (the “Membership Year”), contingent on full payment of annual dues. 

The amount of dues for each class of membership shall be set by the Board of Directors (hereinafter referred to as “the Board”) and will be evaluated on an annual basis. The Board retains the right to increase or decrease the dues for an upcoming membership year prior to the commencement of said year. 

Furthermore, the amount of dues shall remain constant over the course of the membership year. 

All persons who desire to join the Legion shall be considered eligible to become members regardless of race, nationality, citizenship status, religion, creed, gender, sexual orientation, or political affiliation. Persons wishing to join the Legion may do so at any time within a given membership year. 

Part 2. Classes 

There shall be three (3) classes of membership: Tier 1, Tier 2, Tier 3. The specific pricing and benefits of each class of membership shall be determined by the Board. The types and cost of memberships shall be reviewed annually and set at the AGM for the following season. 

Part 3. Members in Good Standing 

Members who have made full payment of annual dues and any outstanding financial obligations (bus trip payments, charity pledges, etc.) shall be considered members in good standing; 

Part 4. Dues 

Membership within the Legion shall be for a period of one calendar year (the “Membership Year”), contingent on full payment of annual dues. 

The amount of dues for each class of membership shall be set by the Board of Directors (hereinafter referred to as “the Board”) and will be evaluated on an annual basis. The Board retains the right to increase or decrease the dues for an upcoming membership year prior to the commencement of said year. 

Furthermore, the amount of dues shall remain constant over the course of the membership year. 

in person, electronically via e-mail, or per telephone conferencing. 

Members who are terminated will forfeit all dues monies paid to the Legion for the given membership season. 

Prior to the start of the subsequent membership season, terminated members may petition the Board for reinstatement for the upcoming season. A majority vote shall be taken by the Board in the same manner as stated above for reinstatement approval. 

Part 6. Honourary Membership 

Upon a unanimous vote of the Board, an honourary or non-voting membership in the Legion may be granted to an individual. An honourary member of the Legion shall be entitled to all the rights and privileges of other members of the Legion, except that an honourary member may not vote on any Legion matters, vote for officeholders, or hold office in the Legion. 

ARTICLE 4. MEETINGS 

Part 1. Annual General Meeting 

The Legion shall hold a general meeting of the entire membership on an annual basis (hereinafter the “AGM”). Said meeting shall be called by the President following the conclusion of the prior Major League Soccer season and no less than fourteen (14) days prior to the start of the succeeding season. 

Notices of the AGM shall be posted on the Legion’s website no less than thirty (30) days in advance stating the date, time, and place thereof. Additional notice may be provided via electronic mail or secondary websites. 

A quorum for the AGM of the Membership shall be defined as twenty (20) members in good standing. A majority vote of those present and voting shall be required to transact any business brought at said meeting. 

Part 2. Special Meetings 

A special meeting of the general membership of the Legion may be held upon either the call of the President, or upon the written request to the President by the lesser of twenty (20) members in good standing of the Legion, or twenty percent (20%) of the members of the Legion in good standing. 

Notices of all special meetings shall be posted on the Legion’s website no less than thirty (30) days in advance stating the date, time, place, and purpose thereof. Additional notice may be provided via electronic mail or secondary websites. 

In the event that a vote is required on a particular issue by the General Membership at a special meeting, a quorum must be present at the time of any vote. A quorum for Special Meetings of the Membership shall be defined as ten (10) members in good standing. A majority vote of those present and voting shall be required to transact any business brought at said meeting. 

Part 3. Board of Directors Meetings 

From time to time, the Executive Officers shall arrange to hold meetings of the Board of Directors for the purpose of discussing Legion matters. These meetings may or may not include the Board Members At-Large, depending on the needs to be addressed. 

In all cases, a majority vote of those present and voting is necessary to transact any business brought before the Board. A quorum must be present at the time of the vote. Said quorum shall consist of no fewer than four (4) Executive Officers. 

In the event that a quorum is unable to physically meet for a particular Board meeting, it shall be permissible to meet via telephone or video conferencing in order to establish a quorum. 

Part 4. Certain Business Requiring Special Voting Procedures 

Certain business shall require approval of both the Board and the general membership of the Legion. Such matters include approving a change to the Legion’s logo or a change to the name of the Legion. Such measure shall first require a super majority of a vote of the Board (defined as a two-thirds vote of those present and voting), followed by a majority vote of the general membership within 30 days of the date of a successful vote by the Board. 

ARTICLE 5. BOARD OF DIRECTORS 

Part 1. Authority 

The Board of Directors (hereinafter referred to as the “Board”) shall constitute the policy-making body and by right shall exercise all the powers and authority granted to the Legion by law. 

The Board has sole authority to set schedules and dates for the year; to set dues and fees at rates which will cover costs of operation; rental of necessary facilities and other incidental expenses; to approve engagements and/or other special activities undertaken in the name of the Legion. 

When necessary, the Board shall determine the need for and the responsibilities of standing or special committees to carry out projects or special programs. 

Part 2. Composition 

The Board of Directors shall consist of the following eight (8) positions: President, Vice-President, Treasurer, Secretary, Brand Management Director, Communications Director, Community Relations Director and Merchandise Coordinator. These positions shall collectively be known as the Executive Officers of the Corporation. 

In addition, the Board shall also consist of no fewer than five (5) members at-large. 

The number of at-large board members shall be determined by a majority vote of the Executive Officers. 

Part 3. Eligibility 

Section 1. Executive Officers 

In order to be eligible for election to an Executive Officer position, candidates must: 

• Be a member in good standing, and; 

• Be at least eighteen (18) years of age, and; 

• Have served at least one (1) year as an at-large board member. 

Section 2. Board Members At-Large 

In order to be eligible for election to a Board Member At-Large position, candidates must: 

• Be a member in good standing, and; 

• Be at least eighteen (18) years of age. 

Part 4. Vacancies 

In the event of a vacancy among the Board, the remaining Board members may exercise the powers of the full Board until the vacancy is filled at the next regular election or by majority vote of the Executive Officers. 

Part 5. Termination 

In the event that a Board Member is found to have acted in conflict with the mission of the Legion, to have caused harm to another member (or members) or to have engaged in criminal activities against the Legion may have their position terminated by a majority vote by the Board. Such vote may be held in person, electronically via e-mail or per telephone or video conferencing. 

In addition, Board Members who do not carry out their duties as charged, are found to have not devoted the proper time and effort or fail to communicate with the rest of the Board when discussing Board matters may be terminated by a vote of the Executive Officers, as above 

Part 6. Non-Liability of Board 

The members of the Board shall not be personally liable for any debts, liabilities or other obligations of the Legion. 

ARTICLE 6. OFFICERS 

Part 1. Positions 

The Officers of the Legion shall be President, Vice President, Treasurer, Secretary, Social Media Coordinator, Communications Director, Community Relations Director and Merchandise Coordinator. 

Part 2. Term 

The term of office shall be from the conclusion of the Annual Meeting at which they are elected until the conclusion of the immediately subsequent Annual Meeting. 

Part 3. Duties of Officers 

Section 1. President 

The President shall serve as the Chief Operating Officer of the Legion and shall preside at all meetings. The President shall be charged with the task of calling the Annual Membership meeting and meetings of the Board, appoints the Chairpersons of standing or ad hoc committees. 

The President shall also be a secondary signatory for all financial accounts held in the name of the Legion and is authorised to sign legal documents. 

Section 2. Vice-President 

During any absence or disability of the President, the Vice President shall have all the powers and functions of the President. The Vice President will assist other Board members with their duties, as necessary, or other duties as assigned by the President, and is authorised to sign legal documents on behalf of the organization. 

Section 3. Treasurer 

The Treasurer shall serve as the Chief Financial Officer of the Legion. The Treasurer shall be responsible for the management of all funds, fiduciary accounts, and finances of the Legion. The Treasurer shall be responsible for the maintenance of accurate records of all financial transactions, the collection of dues and charges, and the payment of authorized expenditures. The Treasurer shall be the authorized signatory for all financial accounts held in the name of the Legion. The Treasurer advises the Board about the finances of the Legion and assists in formulating the budgets for all activities. The Treasurer shall also prepare a yearly financial statement. 

Section 4. Secretary 

The Secretary shall preside over recording the business of the Legion and maintaining membership records. If the Board deems necessary, the function of the Secretary may be divided into two separate positions: a Recording Secretary and a Membership Secretary. In such case both Secretaries shall be Board members. 

Duties as a Recording Secretary: The Secretary shall be responsible for keeping records and minutes of all meetings. In addition, the Recording Secretary shall handle all correspondence regarding the Legion. The Recording Secretary shall also assist other officers with administrative matters such as scheduling meetings and distributing agendas. 

Duties as Membership Secretary: The Secretary maintains an up-to-date list of members and their contact information. The Membership Secretary processes applications for membership and creates and distributes membership materials. The Membership Secretary shall provide membership applications at all social events of the Legion. The Membership Secretary is expected to be present at all Legion events. If the Membership Secretary is unable to attend an event, the Membership Secretary shall appoint a designee to act in his or her stead. 

Section 5: Brand Management Director 

The Brand Management Director will oversee, manage, and monitor the online presence of the Legion. The Brand Management Director shall be responsible for promoting the Legion’s presence through applicable social networking channel updates, coordination with the rest of the Board to promote active initiatives and events, moderation of community and crowdsourced comment and forum channels and the planning and development of the Legion brand in the online social space. The Brand Management Director will also monitor analytics and trends of usage and patronage of the Legion’s online presence and report to and advise the Board and Membership of initiatives to increase and promote the Legion through online media. 

Section 6. Communications Director 

The Communications Director shall be responsible for all official external communications with Inter Miami CF and outside media, and for all issues regarding the logo and branding of the Legion. The Communications Director shall maintain and have full access to the Legion website, and all Legion social media accounts. 

The Communications Director shall ensure that the use of the Legion’s logo, wordmarks, and other trademarked images is consistent with the mission and purpose of the Legion and ensure that the integrity of the Legion is maintained. 

The Communication Director will work with the other Executive Officers and has the authority to create sub-committees to meet his or her goals. Participation by Members in a sub-committee is governed by all other rules and regulations promulgated under these bylaws. 

Section 7. Community Relations Director 

The Community Relations Director shall be charged with the task of organizing and promoting all charitable events to be carried out by the Legion. He/She shall make periodic inquiries and solicit requests from both the Board and the general membership regarding possible philanthropic efforts. The Community Relations Director shall research philanthropic and charitable endeavors and assess the Legion’s ability to allocate funds and manpower, absorb financial responsibilities and to minimize liabilities in proceeding with any such effort. The Community Relations Director shall make suggestions as to particular endeavors to pursue and shall examine the viability of suggestions made to the Board whether by individual or committee and shall report their findings to the Board prior to any and all actions to be taken by the Legion. 

Section 8. Merchandise Coordinator 

The Merchandise Coordinator shall conduct research regarding the production, sales and distribution of all Legion merchandise. The Merchandise Coordinator shall make periodic inquiries and solicit requests from both the Board and the general membership regarding possible merchandise. The Merchandise Coordinator shall contact vendors and maintain a good working relationship on behalf of the Legion. The Merchandise Coordinator shall work in conjunction with the Brand Management Director to coordinate merchandise with current Legion initiatives, and with the Treasurer to ensure all outstanding balances are paid in full and in a timely fashion. 

ARTICLE 7. FINANCE 

Part 1. Fiscal Year 

The fiscal year as set by the Legion shall run concurrently with the membership year. Said year shall run from January 1st to December 31st. 

Part 2. Reimbursement 

All Board Members will serve without compensation. However, expenses incurred in the furtherance of the Legion’s business are allowed to be reimbursed with prior approval of the Executive Officers, and upon presentation of proper documentation sufficient to ascertain the expense incurred. 

ARTICLE 8. ELECTIONS 

Part 1. Election Date 

Board Members shall be elected at the Annual Meeting of the Membership and take office immediately upon adjournment of the meeting. 

Part 2. Nomination and Election of Executive Officers 

Nominations for Executive Officers shall be solicited at the AGM and may be given by either written or verbal submission. 

Each Executive Office shall be voted on independently, with each position seeking nominations and subsequent elections one at a time. 

Once nominations have been solicited and gathered, a vote of those present shall be taken by secret ballot. The Recording Secretary shall tally the votes and announce the results. 

Part 3. Nomination and Election of Board Members At-Large 

Following the completion of the election of Executive Officers, the nomination and election of Board Members At-Large shall take place. Members who have not been voted into an Executive Office may declare their candidacy for Board Member At-Large. In the event that the number of nominees exceeds the number of Board Members At-Large determined by the Executive Officers, a single vote will be held wherein each member in good standing present shall be allotted as many votes as there are Board Member At-Large positions available. 

ARTICLE 9. COMMITTEES 

The Executive Officers may establish committees in order to further the Mission of the Legion, establish procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable. 

ARTICLE 10. PARLIAMENTARY AUTHORITY 

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Legion in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Legion may adopt. 

ARTICLE 11. AMENDMENTS TO THE BYLAWS 

Part 1. Procedure 

Amendments to these Bylaws must be proposed to the full Board in writing. Such proposals will be discussed by the Board and a two-thirds majority of Board members must be in agreement to propose it to the membership for voting. 

If proposed to the membership for voting, any change to the Bylaws shall require approval by a two-thirds majority of the Members. The vote shall be conducted at a meeting of the membership or via electronic balloting, as determined by the Executive Officers. 

ARTICLE 12. PROTECTION OF NAME AND LOGO 

The name Southern Legion / Legion del Sur, Inc. and its trademarked images and logo may not be used by any person, persons, group or organization without the express, written consent of the Board. 

In the event any Officer, Director or Member of the Legion shall leave the Legion with the intent to form, or who later forms, a competing supporter group or fan club, he/she/they shall be prohibited from using the Legion’s name, or any of its intellectual property including, but not limited to, trademarked logos, wordmarks, taglines, symbols, photographs, or written material., 

ARTICLE 13. EFFECTIVE DATE 

These By-laws, as revised, have been accepted and approved by the Board at the First Meeting of the Legion on the 10th day of February 2019. 

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