ARTICLE FIVE

MANAGEMENT OF THE REGION

The Regional Executive Board shall conduct the business and affairs of the Region.

2.         Unless otherwise specifically provided by these guidelines, all decisions of the Regional Board shall be made by a majority decision of the Executive Board Members voting on any such matter; provided, however, that the Regional Commissioner may veto any such decision if the effect of such decision would be to violate any of the National operating regulations. Such veto may be reviewed by the Area Director (the "AD") on request by a 1/3 vote of the Executive Board Members voting on such matter. By a 2/3 vote of the entire Regional Executive Board, any other issue may be put to the participating members of the Region, subject to fair and reasonable voting procedures to be adopted by the Regional Executive Board.

3.         Upon the creation of the Region, the Regional Commissioner shall appoint the initial Regional Board to serve until the next scheduled board meeting, at which time nominations and voting for Board positions will take place.

4.         The Regional Executive Board shall fix, at its initial meeting each year ("Annual Meeting"), the time, date and place of each regular meeting of the Regional Board and send notice of such annual meeting to all participants in the program. In addition, the Regional Commissioner, the Regional Secretary or 1/3 of the Executive Board Members may call a special meeting of the Regional Board on three days' prior notice stating the purposes of such meeting, which notice may be given in writing, by telephone or in person. A majority of the Executive Board Members shall constitute a quorum for the purpose of holding either a regular or special meeting. It shall be the policy of the Region to hold at least one Board meeting in each month during the soccer season and at least one every two months.  The Regional Board shall provide for the taking of minutes of the proceedings at each meeting and make them available to the members of the Region.  All Regional Board meetings shall be open to all participating members unless the Regional Executive Board or Regional Commissioner, or his/her designee, determines that it is necessary to hold an executive session.  An “executive session” is permitted only to review personnel matters, disciplinary matters, or legal matters, and should not be used where a vote upon any issue involving the affairs of the region is taken.

5.         At the Annual Meeting, the Board Members shall be appointed by the Regional Commissioner on the recommendation of the Nominating Commission and with the approval of a majority of the outgoing Regional Executive Board (if any), to hold office for twelve months or until their successors shall have been duly appointed.  At least one month prior to the Annual Meeting, the Regional Commissioner shall appoint a Nominating Commission consisting of Executive Board Members and a reasonable number of persons who are not members of the Board, but not less than three in number. Such Nominating Commission shall recruit and recommend board members for the next twelve months and to accept other names of persons to be considered by the Regional Executive Board for such positions. The Nominating Commission shall also publicize to the participating members of the Region the Regional Board positions to be voted upon.  Regional Board members need not be parents of players in the Region. This inclusive and democratic process should be followed any time there are board positions to be filled, with the only exception being the appointment of the inaugural regional board (see paragraph 3).

6.         The Regional Executive Board shall constitute a Nominating Commission at least three months, and preferably six months, before the expiration of the Regional Commissioner’s  term, or whenever there is a vacancy in the Regional Commissioner position due to death, resignation or removal. Such Nominating Commission may be the same Nominating Commission appointed pursuant to the preceding paragraph. The Nominating Commission shall submit its recommendations of one or more candidates for the position of Regional Commissioner to the Regional Executive Board.  The Regional Executive Board shall, by a majority vote, nominate a Regional Commissioner and forward such nomination to the Region’s Area Director as directed by National Bylaw Section 7.03.  In the absence of a Regional Executive Board, or in the absence of a nomination by a majority of the Regional Executive Board, the Regional Commissioner will be nominated by the Region’s Area Director.  A nominee for Regional Commissioner is subject to approval of the area director, section director and national board of directors and is effective only upon approval of the National Board of Directors.  The National Board of Directors has full discretion to approve or disapprove a nominee for a of three years of for a shorter period as it sees fit.

7.         In the event of a vacancy in the position of Regional Commissioner other than at the expiration of the regular term, the Regional Executive Board, including (if available) the outgoing Regional Commissioner, shall recommend an interim Regional Commissioner and submit such recommendation to the Area Director. The interim successor shall remain in office until the completion of the election procedures in paragraph 6.

8.         The Regional Commissioner may serve multiple terms so long as he or she is nominated and appointed as indicated above.

9.         It is the general policy of the Region that the Regional Commissioner will have normally served at least one year on the Regional Board before serving as Regional Commissioner.

10.       It is the general policy of the Region that the Regional Commissioner not serve as a coach or assistant coach, nor hold any other board or staff position in the Region, except with the approval of the Regional Executive Board. Where the Regional Commissioner or other Executive Board Member also serves as a coach or assistant coach, the Regional Executive Board shall, at a minimum, adopt special procedures to insure that decisions affecting the regional commissioner or board member acting in such other capacity are made by other, disinterested Executive Board Members.  The Regional Commissioner  shall act in all other ways to avoid the appearance of a conflict of interest.

11.       No Board Member or any other participant in the Region shall receive monetary or other compensation for his/her services to the Region, nor may he/she use his/her position to benefit him/her directly or indirectly in any other way, such as a supplier of equipment or camp programs to the Region.  Nothing in this paragraph prohibits any Regional board or staff member, or Regional volunteer, from being reimbursed for his or her out-of-pocket expenses incurred for work on behalf of the Region with the approval of the Regional Executive Board.

12.       Any vacancy on the Regional Board may be filled by a majority vote of the then remaining Executive Board Members, though less than a quorum, and the person filling such vacancy shall serve until the next Annual Meeting and until his/her successor has been duly appointed.

13.       Any Board Member (except the Regional Commissioner) may be removed in accordance with Article Nine, paragraph 4 of these Guidelines. The Regional Commissioner may be suspended by the Area Director or the Section Director and suspended or removed only by the National Board of Directors in accordance with Sections 3.07 and 7.03 of the National Bylaws.