Bylaws of Gateway Football Group
A Missouri Nonprofit Corporation
Article I — Name and Purpose
Section 1. Name
The name of this organization shall be Gateway Football Group, hereinafter referred to as “the Club.”
Section 2. Principal Office
The principal office of the Club shall be located in St. Louis, Missouri, or such other location as may be determined by the Board of Directors (hereinafter referred to as “the Board”).
Section 3. Mission
The mission of Gateway Football Group is to build a soccer club that is by the fans, for the fans—a team rooted in community, inclusivity, and authenticity. Our connection to the beautiful game, taken to incredible heights by the heroes of our past, belongs to everyone, and we are committed to creating a welcoming, family-friendly, and affordable experience where every supporter has a voice. Driven by passion, fun, and a shared love for the sport, we celebrate our St. Louis culture, honor our history, and compete with integrity. Together, we aim to grow a club that unites our region, inspires pride, and proves that soccer thrives when it is built on community and connection.
Section 4. Purpose
The Club is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to:
- Promoting participation and excellence in soccer;
- Providing athletic, leadership, and personal development opportunities for players, coaches, and fans;
- Building community engagement through accessible soccer programs, events, and outreach;
Competing honorably in the Midwest Premier League (MWPL) (hereinafter referred to as “the League”) and related competitions.
Article II — Membership
Section 1. Eligibility
Membership shall be open to individuals who support the Club’s mission, agree to abide by its bylaws, and pay applicable dues as set by the Board.
Section 2. Classes of Membership
The Board may establish classes of membership, including but not limited to:
- Voting Members – individuals with full voting rights on matters designated by the Board.
- Non-Voting Members (Community or Youth Members) – individuals or businesses participating in programs without governance voting rights.
- Honorary Members – individuals recognized for exceptional contributions to the Club.
Section 3. Rights and Responsibilities
Voting Members shall have the right to:
- Vote in elections of the Board of Directors;
- Attend general membership meetings;
- Propose agenda items to the Board.
Members shall uphold the Club’s mission and Code of Conduct (see Appendix A), and maintain good standing by paying dues and following Club policies.
Section 4. Termination of Membership
Membership may be suspended or terminated by a two-thirds vote of the Board for conduct detrimental to the Club, after notice and opportunity to be heard.
Article III — Meetings of Members
Section 1. Annual Meeting
An annual meeting of the membership shall be held each year at a time and place determined by the Board, for the purpose of elections, annual reports, and Club updates. See Membership Terms and Voting Rights in Appendix B.
Section 2. Special Meetings
Special meetings may be called by the President, a majority of the Board, or by petition of at least 33% of Voting Members.
Section 3. Notice
Written or electronic notice stating the place, date, and time shall be sent to members at least 10 days prior to the meeting.
Section 4. Quorum
A quorum shall consist of 33% of Voting Members present in person or by electronic means.
Section 5. Voting
Each Voting Member in good standing shall have one vote. Voting may occur in person, electronically, or by secure online ballot as approved by the Board.
Article IV — Board of Directors
Section 1. Authority and Duties
The affairs of the Club shall be governed by a Board of Directors (“the Board”), which shall:
- Establish policies and strategic direction;
- Approve budgets and oversee fiscal health;
- Appoint committees and supervise leadership or management;
- Ensure compliance with MWPL and legal obligations.
Section 2. Composition
The Board shall consist of no fewer than 5 and no more than 11 Directors, including officers.
Section 3. Officers
The officers shall include:
- President
- Vice President
- Secretary
- Treasurer
- Additional roles may include: Director of Communications, Director of Marketing, Director of Operations, or others as needed.
Section 4. Election and Term
Board officers shall be elected by the Voting Membership for one- or two-year terms. Terms shall be staggered to ensure continuity. Directors may serve up to three consecutive terms unless extended by a two-thirds Board vote.
Section 5. Meetings
The Board shall meet at least quarterly. Meetings may be held in person or electronically. Special meetings may be called by the President or a majority of Directors.
Section 6. Quorum and Voting
A majority of Directors shall constitute a quorum. Actions shall require a majority vote of those present, unless otherwise stated.
Section 7. Board Evaluation
The Board will be assessed periodically during self-, peer-, and membership-evaluation periods, to promote accountability, transparency, and effectiveness within the Board of Directors. Refer to Board Evaluation & Review Guidelines in Appendix D.
Section 8. Removal and Vacancies
A Director may be removed by a two-thirds vote of the Board for cause. Vacancies may be filled by appointment of the remaining Directors until the next election.
Article V — Officers and Their Duties
Section 1. President
The President shall:
- Preside over all meetings;
- Serve as the official spokesperson of the Club;
- Oversee business strategy and ensure adherence to the mission;
- Execute documents on behalf of the Club.
Section 2. Vice President
The Vice President shall:
- Assist the President;
- Assume presidential duties in their absence;
- Oversee committee planning or special projects.
Section 3. Secretary
The Secretary shall:
- Record minutes of all meetings;
- Maintain corporate records and member lists;
- Provide notice of meetings.
Section 4. Treasurer
The Treasurer shall:
- Oversee financial management and reporting;
- Chair the Finance Committee;
- Prepare annual budgets and coordinate audits or reviews.
Section 5. Additional Officers
The Board may establish other officer positions as necessary. The Board may establish an Advisory Board composed of subject matter experts, legal counsel, or other community members. The Advisory Board may attend some Board of Director meetings as requested by the Board President, but they do not have a vote in Board decision making.
Article VI — Committees
The Board may create standing or ad hoc committees, such as:
- Sponsorship & Fundraising Committee
- Game Day Operations Committee
- Social Media & Marketing Committee
- Membership Engagement Committee
- Community Outreach Committee
- Finance Committee
Each committee shall have a Chair appointed by the President and report regularly to the Board.
Article VII — Conflict of Interest
All Directors, officers, and key volunteers shall adhere to a Conflict of Interest Policy (see Appendix C). Any potential conflicts must be disclosed, and the interested party shall abstain from related votes or decisions.
Article VIII — Fiscal Year and Financial Controls
Section 1. Fiscal Year
The fiscal year shall begin on January 1 and end on December 31.
Section 2. Financial Oversight
All Club funds shall be maintained in accounts held in the Club’s name. A majority of Board members must approve expenses over a threshold set by the Board. An annual financial statement shall be presented to members.
Article IX — Indemnification and Insurance
The Club shall indemnify its officers, Directors, and volunteers to the fullest extent permitted by Missouri law and shall maintain appropriate (to the Board’s and League’s discretion) liability and Directors & Officers (D&O) insurance.
Article X — Amendments
These bylaws may be amended by a two-thirds vote of the Board of Directors, provided written notice of proposed changes has been given to all Directors at least ten (10) days in advance. Members shall be notified of all adopted amendments.
Article XI — Dissolution
Upon dissolution of the Club, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, preferably to a St. Louis-based youth or community nonprofit soccer organization aligned with the Club’s mission.
Article XII — Non-Discrimination Policy
The Club shall not discriminate on the basis of race, color, religion, gender, gender identity, sexual orientation, age, disability, or national origin in any of its activities or operations.
Appendix A – Code of Conduct
1. Purpose
To foster an environment of respect, inclusivity, and integrity consistent with the Club’s mission and the standards of the Midwest Premier League.
2. Scope
Applies to all players, coaches, staff, Board members, volunteers, supporters, and spectators at any Club-sanctioned activity.
3. Standards of Behavior
- Respect: Treat teammates, opponents, referees, and fans with dignity.
- Integrity: Compete honestly and uphold the spirit of fair play.
- Inclusivity: Welcome all backgrounds, identities, and abilities.
- Community Pride: Represent St. Louis with humility and sportsmanship.
- Safety: Follow all health and safety rules; report unsafe behavior.
- No Abuse: Harassment, discrimination, or violent conduct will result in disciplinary action up to suspension or removal.
4. Enforcement
Violations are reviewed by the Ethics & Conduct Committee, appointed by the Board. Sanctions may include warnings, suspension, or termination of membership.
Appendix B – Membership Terms and Voting Rights
1. Membership Cycle
Annual membership runs January 1 – December 31. Dues are set annually by the Board.
2. Categories
- Voting Members: 18 years or older; may vote and run for the Board.
- Youth Members: Under 18 years; non-voting.
- Honorary Members: Recognized for service; non-voting.
3. Voting Matters
Voting Members may vote on:
- Election of Directors;
- Amendments proposed by the Board;
- Major organizational changes (merger, dissolution).
- Other Club business decisions, as proposed by the Board.
4. Good Standing
A member is in good standing if dues are paid, conduct is in compliance with Appendix A, and no disciplinary action is pending.
5. Membership Revocation or Appeal
Members may appeal revocation in writing to the Board within 30 days. A final determination will be made within 45 days.
Appendix C – Conflict of Interest Policy & Disclosure Form
1. Purpose
To ensure decisions are made solely in the Club’s best interest and to protect its integrity as a 501(c)(3) organization.
2. Definition
A conflict of interest arises when a Director, officer, or key volunteer has a personal, financial, or professional interest that could influence their objectivity.
3. Procedure
- Disclosure: Any potential conflict must be disclosed to the Board Secretary in writing.
- Recusal: The interested person shall not participate in discussion or voting.
- Documentation: All disclosures and actions are recorded in the minutes.
- Annual Statement: Each Director and officer must sign the disclosure form below.
4. Sample Disclosure Form
Conflict of Interest Acknowledgment Form
I, _______________________________, a member of Gateway Football Club, have received, read, and understand the Conflict of Interest Statement. I agree to comply with this policy and to promptly disclose any actual, potential, or perceived conflicts of interest that may arise during my service.
Signature: _____________________________________
Printed Name: _________________________________
Date: ___________________
Appendix D – Board Evaluation & Review Guidelines
1. Purpose
To promote accountability, transparency, and effectiveness within the Board of Directors.
2. Frequency
A self-evaluation shall occur annually, prior to the end of each fiscal year. Peer Evaluation (Board-to-Board feedback) shall occur every 1–2 years; and Membership Evaluation shall occur annually.
3. Evaluation Areas
- Mission alignment and strategic focus
- Governance and policy oversight
- Financial stewardship
- Community engagement and supporter relations
- Diversity, equity, and inclusion efforts
- Board culture and teamwork
- Individual contribution and attendance
4. Method
The Secretary distributes a confidential survey to each Director or Member. The Governance Committee compiles results and presents key themes (not individual scores) at the next Board meeting.
6. Follow-Up
The Board President and Governance Committee set measurable objectives for improvement and track them over the next year.