AMENDED AND RESTATED
BY-LAWS OF NORTH SMITHFIELD YOUTH SOCCER ASSOCIATION,
a Rhode Island non-profit corporation
AMENDED AND RESTATED AS OF APRIL 11, 2011
NAME, ADDRESS, PURPOSE AND COMPLIANCE
Section 1. The name of the corporation is North Smithfield Youth Soccer Association (hereinafter referred to as “NSYSA” or the “Corporation”).
Section 2. The mailing address of the Corporation shall be P.O. Box 763, Slatersville, Rhode Island 02876.
Section 3. The purpose of the Corporation shall be to dedicate itself to the best interests of youth soccer, with particular emphasis on the organization, promotion, regulation and development of youth soccer within the Town of North Smithfield. The Corporation shall exercise complete control over youth soccer within said Town except in those matters reserved by the United States Soccer Federation (“USSF”), the United States Youth Soccer Association (“USYSA”) and Soccer Rhode Island (“SRI”).
The Corporation shall not discriminate against any individual on the basis of race, color, religion, age or sex.
USSF’s, USYSA’s and SRI’s Articles of Incorporation, By-Laws, policies, procedures and requirements take precedence over and supercede the governing documents, including but not limited to the Articles of Incorporation and these By-Laws, of NSYSA to the extent applicable under the laws of the State of Rhode Island, and NSYSA shall abide by said Articles of Incorporation, By-Laws, policies, procedures and requirements to the extent that the same shall conflict with the Corporation’s governing documents.
STATEMENT OF PHILOSOPHY
NSYSA was founded on the following principles, which represent the ideals upon which it operates:
1. That NSYSA is open, with equal opportunity for all: boys and girls, beginners and advanced;
2. That learning and maturing, striving and skill, go hand and hand;
3. That NSYSA honors the idea of sports as a pleasurable activity while insuring participation for all, and that it recognizes that children having a good time is as important for them as understanding the competitive aspects of winning and losing;
4. That NSYSA demands good sportsmanship, and believes that displaying respect for others is the major characteristic of good sportsmanship; NSYSA expects the highest standards of personal conduct from all players, coaches, and spectators at all times; and
5. That NSYSA fosters and accentuates teamwork to instill a sense of “community” in its players, coaches, parents, sponsors and board members and that NSYSA works together and takes pride in the accomplishments of each member of our community.
Section 1. Voting membership in the Corporation shall be restricted to those residents of the Town of North Smithfield, Rhode Island, serving as NSYSA’s Board of Directors.
Section 2. Non-voting membership in the Corporation shall be restricted to the following non-voting membership categories:
1. Playing Members:
(a) Recreation: any playing age youngster interested in soccer, who is a resident of the Town of North Smithfield, Rhode Island, shall be deemed a Playing Member upon timely application and payment of the applicable registration fee or the receipt of financial aid. Only active Playing Members in good standing are eligible to participate in NSYSA sponsored programs and events.
(b) Competitive: Any playing age youngster interested in soccer and selected by the Corporation to participate in any competitive program offered by and/or through NSYSA pursuant to procedures which shall be adopted by the Corporation from time to time.
(c) “One Move” Rule: A Playing Member of NSYSA whose family moves from within the boundaries of the Town of North Smithfield shall continue to be eligible to participate as a recreational and/or competitive Playing Member during such Playing Member’s term of residence within the community to which such Playing Member initially moved.
2. Parent/Guardian Members: Any parent or guardian of a Playing Member may become a Parent/Guardian Member upon the payment of the registration fee for either a recreational or competitive Playing Member.
ANNUAL AND SPECIAL MEETINGS OF THE CORPORATION
Section 1. There shall be an Annual Meeting of the Corporation on or before the second Monday in December of each year, on such day as may be decided by a majority vote of the Board. Notice of the Annual Meeting of the Corporation shall be published in a daily and/or weekly newspaper circulated within the Town of North Smithfield not less than one (1) week prior to such Annual Meeting. The business of the Annual Meeting shall be to receive reports from the Board of Directors and the various committees, to elect such members of the Board of Directors and/or officers as may be required, and for such other business as may properly come before it.
Section 2. Special meetings of the Corporation for any purpose or purposes may be called by the written notice of the President or by any two (2) members of the Board of Directors, which notice shall be published in a daily newspaper circulated within the Town of North Smithfield not less than three (3) business days prior to such Special Meeting. The purpose of the Special Meeting shall be stated in all notices of the meeting and no other business shall be transacted at said meeting.
Section 3. At all regular or special meetings of the Corporation, seven (7) Voting Members of the Corporation shall constitute a quorum, and such a quorum may transact such business of the Corporation as may properly come before it. A lesser number than a quorum shall adjourn such meeting to a time and place certain, but not less than two (2) weeks later than the meeting being adjourned. Notice of the time and place shall be given as provided in Section 1 for an adjourned Annual Meeting and Section 2 for an adjourned Special Meeting.
Section 4. At all meetings of the Corporation each Voting Member of the Corporation shall be entitled to one (1) vote. No vote shall be cast by proxy or absentee ballot.
Section 5. The President shall preside at all Annual and Special Meetings of the Corporation and shall have the right to vote at all such meetings. In the absence of the President, the Vice President-Recreation or the Vice President - Competitive, in such order, shall so preside.
BOARD OF DIRECTORS
Section 1. The business and affairs of the Corporation shall be managed
by its Board of Directors. The Directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation,
as they may deem proper, not inconsistent with these bylaws and the laws of this State.
Section 2. The Board of Directors of the Corporation shall consist of not less than nine (9) nor more than sixteen (16) persons. In addition, each officer of NSYSA shall serve as a member of the Board of Directors, ex officio; provided, however, that each such officer shall be entitled to vote on all matters before the Board of Directors. Each director shall hold office until the next annual meeting of the Corporation and until his successor shall have been elected and qualified.
Section 3. A regular meeting of the Directors shall be held without notice other than this bylaw immediately after, and at the same place as, the Annual Meeting of the Corporation. The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
Section 4. Special meetings of the Directors may be called by or at the request of the president or any two Directors. The person or persons authorized to call special meetings of the Directors may fix the place within the Town of North Smithfield for holding any special meeting of the Directors called by them.
Section 5. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally, or by e-mail, or mailed to each director at his home address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by e-mail, such
notice shall be deemed to be delivered when the e-mail is sent by the sender thereof. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. At the meeting of the Directors a majority of the sitting Directors shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors; provided, however, that the consent of Seventy-Five Percent (75%) the Directors present and voting at a meeting shall be required to remove a Director pursuant to Section 9 hereof or an officer pursuant to Section 3 of Article VI hereof.
Section 8. Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the board for any reason may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
Section 9. Any or all of the Directors may be removed for or without cause by vote of the Directors.
Section 10. A Director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Section 11. No compensation shall be paid to Directors, as such, for their services as a Director. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
Section 12. A Director of the Corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 1. The Officers shall consist of a president, two vice presidents, a secretary and a treasurer, and such other officers and assistant officers and agents as may be deemed necessary and elected or appointed by the Directors.
Section 2. The officers shall be elected by the Directors at the Annual Meeting or as soon thereafter as conveniently possible. Each officer shall serve at the pleasure of the Directors. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 3. Any officer or agent may be removed at any time by majority vote of the Directors of the corporation entitled to vote at any meeting of Directors held for that purpose.
Section 4. Any officer or agent may resign at any time by giving written notice to the president or secretary. The resignation shall take effect at the time specified in the notice, and, unless otherwise specified in it, the acceptance of the resignation shall not be necessary to make it effective.
Section 5. Any vacancy in any office because of death, resignation, removal or any other cause shall be filled in the manner prescribed in these bylaws for election or appointment to the office.
Section 6. The president shall have active executive management of the operations of the Corporation, subject, however, to the control of the Directors. He shall preside at all meetings of Voting Members and the Board of Directors, discharge all the duties that devolve upon a presiding officer, and perform such other duties as the bylaws provide or the Directors may prescribe.
Section 7. The vice president - recreation shall perform all duties incumbent upon the president during the absence or disability of the president, or at the direction of the president, and shall perform such other duties as the bylaws may provide or the Directors may prescribe.
Section 8. The vice president - competitive shall perform all duties incumbent upon the president during the absence or disability of the president and the vice president - recreation, or at the direction of the president, and shall perform such other duties as the bylaws may provide, or the Directors may prescribe.
Section 9. The secretary shall attend all meetings of the Directors and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of these meetings. He shall be custodian of the records and the seal of the corporation and see that the seal is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized. He shall attend to the giving of all notices and shall perform such other duties as the bylaws may provide or the Directors may prescribe.
Section 10. The treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the corporation. He shall be the legal custodian of all moneys, notes, securities, and other valuables that may from time to time come into the possession of the corporation. He shall immediately deposit all funds of the corporation coming into his hands in some reliable bank or other depository to be designated by the Directors, and shall keep this bank account in the name of the corporation. He shall furnish, whenever requested, a statement of the financial condition of the corporation, and shall perform such other duties as these bylaws may provide. The treasurer may be required to furnish bond in such amount as shall be determined by the Directors.
Section 11. In case of the absence of any officer of the corporation or for any other reason that the Directors may deem sufficient, the Directors may transfer the powers or duties of that officer to any other officer or employee of the corporation, provided a three-quarters (3/4) majority of the Directors present and voting concur.
SPECIAL CORPORATE ACTS
Section 1. All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the corporation; all deeds, mortgages, and other written contracts and agreements to which the corporation shall be a party; and all assignments or endorsements or stock certificates, registered bonds, or other securities owned by the corporation, shall, unless otherwise directed by a majority of Directors, or unless otherwise required by law, be signed by the president and/or the treasurer. A majority of Directors may, however, designate officers or employees of the corporation, other than those named above, who may, in the name of the corporation, sign such instruments; and may authorize the use of facsimile signatures of any of such persons.
BUSINESS AND AD HOC COMMITTEES
Section 1. The Business committees of the Corporation shall assist the Directors in managing the affairs of the Corporation, and shall be as follows:
(b) Nominating; and
All of the members of these committees shall be members of the Corporation and shall be appointed annually by the Directors (except where these By-Laws shall specifically designate members). Each committee shall elect its chairman, except where specific provisions to the contrary are set forth in these By-Laws, and shall govern itself subject to the direction and under the supervision of the Directors.
Section 2. The Finance Committee shall consist of at least three (3) members of the Corporation, one of whom shall be the Treasurer of the Corporation, who shall be the chairman. The Finance Committee shall:
(a) Periodically review the Financial Statements as prepared by the Treasurer of the Corporation;
(b) Review and make recommendations regarding requests for non-budgetary
expenditures as may be from time to time presented to it;
(c) Prepare and present the budget to the Directors for its approval in such time as
shall provide ample opportunity for Directors review and approval prior to the
Annual Meeting of the Corporation; and
(d) Perform such other duties as shall from time to time be assigned to it by the Directors.
Section 3. The Nominating Committee shall consist of at least three (3) members of the Corporation. The Nominating Committee shall make such nominations from time to time to the Directors as shall be required to fill any vacancies which may occur in any elective offices that occur before the next ensuing Annual Meeting. The Nominating Committee shall also prepare a list of nominations for the Directors, President, Vice President - Recreation, Vice President - Competitive, Secretary and Treasurer to be presented to the Annual Meeting of the Corporation for election. The nominated slate shall be presented in writing to the Secretary of the Corporation at a regular Directors meeting not less than thirty (30) days preceding the Annual Meeting of the Corporation.
Section 4. The Grievance Committee shall consist of five (5) members of the Corporation: three (3) permanent members and two (2) alternate members. One or both of the alternates will sit in the event a committee member is a party to, has a conflict with, or has a vested interest in the outcome of a particular grievance. No Officer of the Corporation shall be a member of the committee. The Grievance Committee shall:
(a) Review all grievances in accordance with these by-laws.
(b) Direct a solution to all grievances within the guidelines of the by-laws, rules and
regulations, and procedures of NSYSA.
(c) Report its findings, decisions, or solutions to the Directors of the Corporation.
(d) Perform such other duties as shall from time to time be assigned to it by the Directors.
Section 5 There shall be such ad hoc committees of the Corporation as the Directors shall organize and supervise. Said ad hoc committees shall perform such duties as may be set forth by the Directors.
Section 1. Persons authorized to sign legal documents. The President and the Secretary of the Corporation shall sign all mortgages, leases, deeds and other conveyances of real property of the Corporation.
Section 2. Persons authorized to sign notices, checks and drafts. Any bank is authorized to honor and accept all checks, drafts, money orders, and notes drawn against the Corporation’s bank accounts, when the same are signed by the Treasurer or Assistant Treasurer, or President, Vice President - Recreation, Vice President - Competitive, or the Secretary.
Section 3. The Corporation shall maintain or cause to be maintained accurate books of account accordance with generally accepted accounting principles applied on a basis consistent with that of preceding periods. It shall file or record, or cause to be filed or recorded, such financial reports or returns as may be periodically required by the United States, the State of Rhode Island, or the Town of North Smithfield.
Section 4. All accounts of the Corporation shall be audited annually by a certified public accountant, or by such other person or persons as may be acceptable to and approved by the Directors.
Section 5. The Corporation may maintain insurance coverage satisfactory in scope and substance to the Directors
The fiscal year of the corporation shall end on July 31st of each year.
Section 1. Definitions. As used herein, the following terms shall have the following respective meanings:
“Covered Act” means any act or omission of an Indemnified Person in the Indemnified Person’s official capacity with the Corporation and while serving as such or while serving at the request of the Corporation as a member of the governing body, officer, employee or agent of another entity.
“Director” means any member of the Board of Directors of the Corporation.
“Excluded Claim” has the meaning set forth in Section 4, hereof.
“Expenses” means any reasonable expenses incurred by the Indemnified Person in connection with the defense of any claim made against the Indemnified Person for Covered Acts including, without being limited to, legal, accounting or investigative fees and expenses of bonds necessary to pursue an appeal of an adverse judgment.
“Indemnified Person” means any director or officer of the Corporation.
“Loss” means any amount which the Indemnified Person is legally obligated to pay as a result of any claim made against the Indemnified Person for Covered Acts including, without being limited to, judgments for, and awards of, damages, amounts paid in settlement of any claim, any fine or penalty or, with respect to an employee benefit plan, any excise tax or penalty.
“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
Section 2. Indemnification. Subject to the exclusions hereinafter set forth, by adoption of this By-Law provision, the Corporation agrees that it will indemnify the Indemnified Person against and hold the Indemnified Person harmless from any Loss or Expenses.
Section 3. Advance Payment of Expenses. By the adoption of this By-Law provision, the Corporation agrees that it will pay the Expenses of the Indemnified Person in advance of the final disposition of any Proceeding except to the extent that the defense of a claim against the Indemnified Person is undertaken pursuant to any Directors’ and officers’ liability insurance maintained by the Corporation. The advance payment of Expenses will be subject to the Indemnified Person’s first agreeing in writing with the Corporation to repay the sums paid by it hereunder if it is thereafter determined that the Proceeding involved an Excluded Claim or that the Indemnified Person was otherwise not entitled to indemnity under this Article.
Section 4. Exclusions. The Corporation will not be liable to pay any Loss or Expenses (an “Excluded Claim”):
(a) For which payment is actually made to or on behalf of the Indemnified Person under such Directors’ and officers’ liability insurance policy as may be maintained by the Corporation (except for any excess beyond the amount covered by such insurance);
(b) For which the Indemnified Person is otherwise indemnified or reimbursed;
(c) With respect to a proceeding in which a final judgment or other final adjudication determines that the Indemnified Person is liable to the Corporation for: (i) a breach of the Indemnified Person’s duty of loyalty to the Corporation; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; or (iii) any transaction (other than a transaction approved in accordance with Section 7-6-26.1 of the Rhode Island Nonprofit Corporation Act) from which the Indemnified Person derived an improper personal benefit;
(d) If a final judgment or other final adjudication determines that such payment is unlawful.
Section 5. Notice to Corporation; Insurance. Promptly after receipt by the Indemnified Person of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnified Person will, if indemnification with respect thereto may be sought from the Corporation under these Articles, notify the Corporation of the commencement thereof. If, at the time of the receipt of such notice, the Corporation has any Directors’ and officers’ liability insurance in effect, the Corporation will give prompt notice of the commencement of such Proceeding to the insurer in accordance with the procedures set forth in the policy or policies in favor of the Indemnified Person. The Corporation will thereafter take all necessary or desirable action to cause such insurer to pay, on behalf of the Indemnified Person, all Loss and Expenses payable as a result of such Proceeding in accordance with the terms of such policies.
Section 6. Indemnification Procedures. (a) Payments on account of the Corporation’s indemnity against Loss will be subject to the Corporation’s first determining that the Loss results from a claim which is not an Excluded Claim. Such a determination will be made:
(i) By the Directors by a majority vote of a quorum consisting of Directors not at the time parties to the Proceeding; or
(ii) If a quorum cannot be obtained for purposes of clause (i) of this subparagraph (a), then by a majority vote of a committee of the Directors duly designated to act in the matter by a majority vote of the full Directors (in which designation Directors who are parties to the Proceeding may participate) consisting solely of two or more Directors not at the time parties to the Proceeding; or
(iii) By independent legal counsel designated: (A) by the Directors in the manner described in clause (i) of this subparagraph (a), or by a committee of the Directors established in the manner described in clause (ii) of this subparagraph (a), or (B) if the requisite quorum of the full Directors cannot be obtained therefore and a committee cannot be so established, by a majority vote of the full Directors (in which designation Directors who are parties to the Proceeding may participate).
The determination required by this subparagraph (a) will be made within 60 days of the Indemnified Person’s written request for payment of a Loss, and if it is determined that the Loss is not an Excluded Claim payment will be made forthwith thereafter.
(b) Payment of an Indemnified Person’s Expenses in advance of the final disposition of any Proceeding will be made within twenty (20) days of the Indemnified Person’s written request therefore. From time to time prior to the payment of Expenses the Corporation may, but is not required to, determine (in accordance with subparagraph (a), above) whether the Expenses claimed may reasonably be expected, upon final disposition of the Proceeding, to constitute an Excluded Claim. If such a determination is pending, payment of the Indemnified Person’s Expenses may be delayed up to sixty (60) days after the Indemnified Person’s written request therefore, and if it is determined that the Expenses are not an Excluded Claim, payment will be made forthwith thereafter.
Section 7. Settlement. The Corporation will have no obligation to indemnify the Indemnified Person under these Articles for any amounts paid in settlement of any Proceeding effected without the Corporation’s prior written consent. The Corporation will not unreasonably withhold or delay its consent to a settlement subject to the requirement that a determination thereafter will be made as to whether the Proceeding involved an Excluded Claim or not.
Section 8. Rights Not Exclusive. The rights provided hereunder will not be deemed exclusive of any other rights to which the Indemnified Person may be entitled under the Act, any By-Law, agreement, vote of members or of disinterested Directors or otherwise, both as to action in the Indemnified Person’s official capacity and as to action in any other capacity while holding such office, and shall continue after the Indemnified Person ceases to serve the Corporation in an official capacity.
Section 9. Enforcement. (a) The Indemnified Person’s right to indemnification hereunder will be enforceable by the Indemnified Person in any court of competent jurisdiction and will be enforceable notwithstanding that an adverse determination has been made as provided in Section 6 hereof.
(b) In the event that any action is instituted by the Indemnified Person under these Articles to enforce or interpret any of the terms of these Articles, the Indemnified Person will be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by the Indemnified Person with respect to such action, unless the court determines that each of the material assertions made by the Indemnified Person as a basis for such action was not made in good faith or was frivolous.
Section 10. Severability. If any provision of this Article is determined by a court to require the Corporation to perform or to fail to perform an act which is in violation of applicable law, this Article shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, this Article shall be enforceable in accordance with its terms.
Section 11. Successor and Assigns. This Article will be (a) binding upon all successors and assigns of the Corporation (including any transferee of all or substantially all of its assets) and (b) binding on and inure to the benefit of the heirs, executors, administrators, and other personal representatives of the Indemnified Person. If the Corporation sells or otherwise transfers all or substantially all of its assets to a third party, the Corporation will, as a condition of such sale or other transfer, require such third party to assume and perform the obligations of the Corporation under this Article.
Section 12. Amendment. No amendment of this Article will be effective as to an Indemnified Person without his or her written consent.
Section 1. Whenever the context so requires, reference herein to the masculine gender shall include the feminine gender and vice versa, or in either case, the neuter; and the singular shall include the plural and vice versa.
Section 2. Whenever under the provisions of the Rhode Island Nonprofit Corporation Act or of the Articles of Incorporation or of these By-Laws written notice is required to be given to any person, such notice shall be given by mail, addressed to such person at his address as it appears in the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be delivered if so mailed three (3) days after the date when the same shall have been deposited in the United States mail in the State of Rhode Island. Notice may also be given by e-mail or personally to any person.
Section 3. These By-Laws may be revised, altered or amended by an affirmative vote of two-thirds (2/3) of the members present and voting at any meeting of the Corporation provided that the substance of the amendment or amendments shall have been given in the notice of the meeting.
Section 4. All previous By-Laws are hereby repealed and annulled. Directors and officers of the Corporation holding office at the time of the adoption of these By-Laws and whose terms are presumed not to expire under the conditions of these By-Laws, shall continue in office as provided herein.
Section 1. NSYSA’s goal is to provide a positive experience to all players within its programs. The purpose of the corporation’s Grievance Policy is to provide a process in which an individual or group can present an issue for timely review and resolution in light of this stated goal.
Section 2. For purposes of these bylaws, the following definitions apply.
(a) “Grievance” shall mean a complaint, concern, criticism, or objection by any person or group of persons that there has been an event or condition believed to be a misinterpretation, misapplication or a violation of an established objective of the by-laws, philosophy or policy, rules and regulations, or procedures of NSYSA.
(b) “Grievant” shall mean any person or group of persons that initiates a grievance in accordance with this Grievance Policy.
Section 3. The Grievance Procedure for the Corporation is as follows:
(a) Cooling-Off Period. NSYSA discourages spontaneous grievance-related conversations immediately following a game, practice, event, or occurrence. An initial report of grievance shall be submitted no earlier than twenty-four (24) hours after the happening of the event or condition bringing about the grievance. Coaches, commissioners, and Directors agree to not participate in any conversations unless the Grievance Policy has been strictly followed.
(b) Initial Report of Grievance and Meeting.
(i) Following the Cooling-Off Period, if feasible, a grievant shall notify the NSYSA-affiliated person(s) toward whom the grievance is directed to discuss the concern, issue, or complaint of the grievant. This discussion shall take place in person or via telephone conference.
(ii) If the grievant, for any reason, does not wish to directly notify the person(s) against whom the grievance is directed, the grievant may notify the NSYSA Grievance Committee chairperson via email at email@example.com, or in writing at the address of the Corporation as set forth in these bylaws. The chairperson of the Grievance Committee will be responsible for coordinating an informal initial meeting among the parties, which will take place either in person or via telephone conference, in order to discuss the concern, issue, or complaint of the grievant.
(iii) It is the intent that a majority of grievances will be resolved at this stage of the grievance process.
(c) Commissioner and/or Vice-President Meeting.
(i) In the event that the grievance is not resolved following the initial report and meeting with the person(s) against whom the grievance is directed, the Grievance Committee chairperson will arrange a meeting between the grievant and the appropriate commissioner and/or vice-president to discuss the grievance in an attempt to resolve the complaint, issue, or concern.
(ii) The meeting shall take place in person or via telephone conference.
(iii) It shall be within the discretion of the appropriate commissioner and/or vice-president to request that any interested parties other than the grievant may be in attendance at the meeting.
(iv) The commissioner and/or vice-president involved shall provide a written response containing a suggested resolution of the grievance within five (5) business days of the meeting, with a copy sent to the Grievance Committee chairperson.
(d) Formal Grievance.
(i) In the event the grievant is not satisfied with the suggested resolution of the grievance as set forth by the commissioner or vice-president, or finds that the resolution is not being followed, a formal grievance may be submitted to the Grievance Committee.
(ii) A formal grievance may only be initiated by the completion and submission of a Formal Grievance Form, which may be found on the Corporation website at www.nsysa.org, or requested in writing via first-class mail at the Corporation’s address as contained in these bylaws.
(iii) The Grievance Committee will take such measures as necessary to resolve the grievance, including, but not limited to, meeting with the relevant parties, reviewing documentation, photographs, and other relevant information.
(iv) The Grievance Committee may, at its sole discretion, review and discuss the grievance in a closed, confidential session.
(v) The Grievance Committee will provide a written response and decision suggested resolution to the grievant and to any other interested or affected parties within ten (10) business days of the date of the submission of the Formal Grievance Form.
(f) Executive Board Review. In the event the complainant is not satisfied with the written response of the Grievance Committee, an appeal and hearing request may be made in writing to the NSYSA Executive Board. In addition, any interested party that is negatively affected by the responses of the Grievance Committee may also appeal such decision in writing to the NSYSA Executive Board. The appeal shall include any relevant documentation and a statement of the relief sought. All decisions of the Executive Board will be made in writing and will be final and unappealable.
(g) All parties agree to conduct themselves with respect and professionalism throughout the grievance process.
Section 4. Notwithstanding the foregoing, any grievance that involves an event or condition that threatens the life, limb or well-being of any individual should be reported immediately to the NSYSA President, who may expedite the grievance process if it is determined that the circumstances require such action.
Peter A. Hainley, Esq.
Walsh, Brule & Nault, P.C.
1334 Mendon Road
Cumberland, Rhode Island 02864
Fax: (401) 334-3003
Toll Free: (800) 340-3340