Section 1. Number of Directors.
Chair (or designee) of each Dark Clouds committee plus three elected directors and one appointed Treasurer, of which the Executive Committee shall comprise the three elected directors and the appointed Treasurer.
Elected Directors: President, Vice-President, Secretary
Committee Leads makeup rest of board: Merch, Membership, Mar-Comm-Social, Matchday, Travel, Tifo, Partnership, Silver Lining Liaison (Non-Voting Member)
The organization shall be managed by a Voting Board of Directors (“Board”) consisting of eleven director(s). The Directors will be the Chair (or co-Chair or otherwise designated delegate) of each committee, the appointed Treasurer and three at-large Directors elected by Membership. The number of Directors may be changed by a two-thirds vote of the Board.
Section 2. Term of Office.
1-2 people elected to executive committee each year (1 in even years, 2 in odd years) for two year terms by election and nomination process, full board then elects Executive Roles for one-year terms.
The directors shall begin once they are appointed head of a committee. The Committee Leads will serve continuously until they are replaced by new committee chair or co-chair.
Committee Chairs elected each year by the membership of the committee, the board approves each committee chair by a two-thirds vote at the next meeting.
Section 3. Meetings. Any Dark Cloud is welcome to attend meetings of the Dark Clouds, though only one designated person per committee is eligible to vote on any particular issues. Closed Meetings can be called by a two-thirds vote of the Board. The President has the ability, at their discretion, to close the meeting for personnel and disciplinary issues.
Section 4. Quorum. A majority of directors shall constitute a quorum of the Board, either in person, over phone, or via video communication.
Section 5. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote. Conflicts of interest must be disclosed to the board.
Section 6. Regular Meeting. Board shall meet on a regular basis at a minimum bi-monthly. An annual meeting will be held to coincide with the election of directors. The Board may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution. Board Agenda will be made available 48 hours prior to meeting along with location and time. Board meetings will be made available via the Dark Clouds calendar and social media. Any changes will be announced 48 hours prior to meeting. Minutes of the meeting will be made available to the general membership no later than two weeks after a meeting.
Section 7. Special Meeting. Special meetings may be requested by any of the Executive Committee or any two Committee Leads by providing five days’ written notice by ordinary United States mail or e-mail, effective when mailed or e-mailed. Minutes of the meeting shall be sent to the Board within two weeks after the meeting.
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, unless the vote of a greater number is required by law or by these by-laws for a particular resolution.
Section 9. Informal Action. The Quorum requirement may be met via Board Member participation using remote communication technology such as teleconference or video conference.
Section 10. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting of the board by at least a supermajority of the board. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal, or any other cause, may be filled by the board of directors. The President shall nominate and recuse themselves from the final vote of the board of directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, until the next election.
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. Discharge of Duties. Consistent with the organization’s purpose of creating general social benefit and creating events and traditions that promote, improve the accessibility of, build a sense of community around, and encourage participation in Minnesota Soccer in discharging their duties, the directors shall consider the effect of any actions on the following:
(a) The ability of the organization to accomplish its general public purpose and create events and traditions that promote, improve the accessibility of, build a sense of community around, and encourage participation in Minnesota Soccer;
(b) The members of the supporters group;
(c) Community and societal considerations, including those of any community in which offices or facilities of the supporters group
(d) The local and global environment; and,
(e) The short-term and long-term interests of the supporters group, including benefits that may accrue to the supporters group from its long-term plans and the possibility that these interests may be best served by the continued independence of the supporters group.
Section 13. Conflict of Interest. In order to ensure the Dark Clouds interests and values are represented at the GBC level, members of the Board of Directors can serve on the Wonderwall Board. Any person who serves on multiple leadership boards must prioritize what’s best for the Dark Clouds Supporters Group when making decisions at the Dark Clouds level. Any conflicts of interest must be disclosed to the Dark Clouds Board of Directors at the first board meeting. The board may take any action it deems necessary to protect the best interest of the Dark Clouds from potential conflicts of interests.
Section 1. Number of Officers. The officers of the supporters group shall be a President, a Vice President, a Treasurer, and a Secretary.
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.
b. Vice-President. The Vice-President shall be an executive officer whose rank is second to that of the president who must fulfill the role of the president as defined by the bylaws in the event that the president is unable to fulfill their duties.
c. Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, if any, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors’ meetings
d. Treasurer. 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 the organization’s finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee. The Directors shall appoint or re-appoint the Treasurer annually, at the first meeting of the Board of Directors each year or as soon thereafter is practicable. The Directors may appoint a new Treasurer at any other time via a two-thirds vote of the Board.
Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors, following the annual meeting and election. Each officer shall serve a one-year term or until a successor has been elected and qualified.
Section 1. Definition of Membership. Consistent with its community-building mission, this supporters group shall have members, defined by a threshold of dues payments (Dark Clouds membership via standalone membership or Dark Clouds supporters season ticket holders for that calendar year. Season ticket holders with multiple tickets may delegate their remaining votes ), or such other criteria as deemed appropriate by the Board of Directors, who shall hold responsibility to define and publish the definition of membership on the Dark Clouds website.
Section 2. Voting Rights of Membership. Members have no voting rights, except where explicitly delegated by the Board of Directors. The Board of Directors may, at its discretion, delegate voting rights on any issue in its power to the Membership.
Section 3. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of informing the membership of the organization’s activities, and for voting on any questions delegated to the membership by the Board of Directors. This meeting shall take place once each calendar year before the annual election.
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The Board 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 (1) the President and (2) the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the 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.
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by a two-thirds majority vote of the Board.
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).