Dirigo Union Bylaws

Current as of 03/12/2024

Article I. Name

The name of the organization shall be Dirigo Union, henceforth referred to herein as “Supporters Club” or “DUSC”

Article II. Mission Statement and Values

Dirigo Union members unite under the banner of unwavering support for our team, passion for soccer, and a profound commitment to our local community. We believe in the transformative power of the beautiful game to bring people together, regardless of background, race, or creed. Our mission is to foster a welcoming and inclusive environment where all who share our love for soccer are embraced as part of our family. Through our fervent support of the USL League 1 club in Portland, ME and our dedication to making a positive impact in our community, we aim to inspire unity, camaraderie, and sportsmanship both on and off the pitch.

Article III. Objectives of the Supporters Club

Cultivate community through the love of the game and shared support for the USL League 1 Soccer Club in Portland, ME.

Article IV. Geographic Affinity

DUSC is open to Maine Residents 18 years and older within reasonable travel distance to Portland, ME.

Article V. Membership

Section 1. Classes

Classes of membership are as follows in order of position: Officers, Board Members, Members, Honorary Members

Section 2. Privileges of Membership

Voting power, community, access to Discord and other benefits to be determined

Section 3. Qualifications of Membership

Anyone 18 years and older interested in promoting the sport of professional soccer is eligible to become a member of the Dirigo Union Supporters Club upon payment of annual dues as stated in the Standing Rules. Membership in the Dirigo Union Supporters Club shall be available without regard to race, color, creed, sex or national origin.

Section 4. Dues

Dues will be $25. DUSC will notify members and provide any and all details on membership fees or “Dues” including the purpose and use of stated fees, provide a receipt of payment and revise these Bylaws as needed.

Section 5. Termination of Membership

Member action that breaks code of conduct will be subject to removal based on a board vote.

Section 6. Responsibilities of Membership

The responsibilities of members are to uphold the values and mission of Dirigo Union Supporters Club.

Article VI. Officers

Section 1. Positions of Office

Co-Chair (2), Treasurer, Secretary

Section 2. Duties of Office

Co-Chair (2) - The Co-Chairs shall preside at all meetings. They shall be responsible for the proper conduct of the meetings and for the prompt carrying out of the resolutions passed at such meetings. They shall produce a report of the season’s activities etc. to be given at the AGM.

Treasurer - The Treasurer shall be responsible for maintaining the bank of DUSC. All dues are to be collected by the Treasurer and receipt provided. Must provide a P&L Summary Report at each meeting and an annual report at the AGM.

Secretary -The Secretary shall be responsible for giving notice of meetings and shall keep minutes of every meeting of the members of Office in a minute book and shall forward a copy of such minutes as soon as possible to relevant parties and in any case at least one week prior to the date of the next meeting. They shall produce a report of the season’s activities to be given to the AGM.

Section 3. Term of Office

Term of Office positions is one calendar year.

Section 4. Election of Office

Election of office positions will occur annually.

Section 5. Transition of Office

Transition of office to happen subject to a vote. In the event of early vacancy, an emergency meeting will be held to fill the position subject to a vote.

Section 6. Absenteeism

If any Officer is be absent for 3 consecutive meetings (except through illness or other justifiable cause) or they fail to promptly and efficiently perform the duties allotted to them by the board, through the Secretary or other responsible Officer of the Club, or if they act in a manner which is considered to be prejudicial to the best interests of DUSC, or commit, or cause to be committed, any fragrant breach of the rules, then they will be deemed to have forfeited their position of office and shall cease to be an Officer of the Club.

Article VII. Board of Directors

Section 1. Number of Directors

DUSC have a board of directors consisting of at least 7 and no more than 10 directors. Within these limits, the board may increase or decrease the number of directors serving on the board.

Section 2. Powers

All company powers shall be exercised by or under the authority of the board and the affairs of DUSC shall be managed under the direction of the board, except as otherwise provided by law.

Section 3. Terms

The initial board of directors shall be invited by the incorporator.
All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.
Directors may serve terms in succession.
The term of office shall be considered to begin January 27th, 2026, unless the term is extended until such time as a successor has been elected.
Inaugural Board to serve term through the end of the 2025 USL League 1 season.

Section 4. Qualifications and Election of Directors

In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.

Section 5. Vacancies

The board of directors may appoint new directors to fill vacancies or a previously unfilled board position, subject to the maximum number of directors under these Bylaws.

Expected Vacancies. Vacancies in the board of directors due to the expiration of a director’s term of office shall be filled by the board for a full term.
Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.

Section 6. Removal of Directors

A director may be removed by majority vote of the board of directors then in office, for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.

Section 7. Board of Directors Meetings

Regular Meetings. The board of directors shall have a minimum of 12 regular meetings each calendar year at times and places fixed by the board. Meetings will take place on the 4th Tuesday of the month.
Special Meetings. Special meetings of the board may be called by any board member with at least 2 days’ notice to each director of the date, time, and place, but not the purpose, of the meeting.
Waiver of Notice. Any director may waive notice of any meeting, in accordance with Maine law.

Section 8. Manner of Acting.

Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
Majority Vote. Except as otherwise required by law or these Bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the co-chairs shall have the power to swing the vote based on their discretion.
Participation. Except as required otherwise by law or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

Section 9.Compensation for Board Service

Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses.

Section 10. Compensation for Professional Services by Directors

Directors are not restricted from being remunerated for professional services provided to the Supporters Club. Such remuneration shall be reasonable and fair to DUSC and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.

Section 11. Informal Action by the Board of Directors

Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record, or communication via social media such as Facebook, constitutes a valid writing. The intent of this provision is to allow the board of directors to use email or Facebook to approve actions, as long as a quorum of board members gives consent.

Article VIII. Meetings

The board will meet monthly, in-person or online. Time and date subject to change.

Article IX. Amendments

Amendments to the bylaws will happen only under a vote at a scheduled monthly meeting and must pass a 3/5 vote.

Article X. Codes Of Ethics And Whistleblower Policy

Section 1. Purpose

The DUSC requires and encourages directors, officers and volunteers to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The representatives of DUSC must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of DUSC to adhere to all laws and regulations that apply to DUSC and the underlying purpose of this policy is to support DUSC’s goal of legal compliance. The support of all staff is necessary to achieving compliance with various laws and regulations.

Section 2. Reporting Violations

If any director, officer, or volunteer reasonably believes that some policy, practice, or activity of DUSC is in violation of law, a written complaint must be filed by that person with the Co-Chairs.

Section 3. Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.

Section 4. Retaliation

Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of DUSC and provides DUSC with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.

DUSC shall not retaliate against any director, officer, or volunteer who in good faith, has made a protest or raised a complaint against some practice of DUSC or of another individual or entity with whom DUSC has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.

DUSC shall not retaliate against any director, officer, or volunteer who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of DUSC that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.

Section 5. Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Section 6. Handling of Reported Violations

The board Co-Chairs shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made available to all directors, officers and members and they shall have the opportunity to ask questions about the policy.

Article XI. Finance

Transparent financial function

Article XII. Other

Section 1. Privacy

Dirigo Union Supporters Club uses Member Personal Information such as: Name, Address, Email, Phone Number and Birthday for personal use only. No information is sold to third party entities unless otherwise outlined.

Article XIII. Dissolution

Dissolution of the Supporters Club shall only happen under a unanimous board vote.