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Madison 56ers Soccer Club, Inc.
Restated and Amended Bylaws-July 2, 2002
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Article I
Name, Location and Jurisdiction
Section 1.1. Name: The name of this corporation is the Madison 56ers Soccer Club, Inc. (hereinafter referred to as the "corporation" or the "Club").
Section 1.2. Registered Office. The principal office of the corporation shall be located at:
437 Yellowstone Drive
Suite 117
Madison, WI 53719
The location of this office may change as the Board of Directors designates.
Section 1.3. Affiliation: The corporation is registered under the Madison Area Youth Soccer Association, and is a member of the Wisconsin Youth Soccer Association, the Wisconsin Adult Soccer Association and the United States Youth Soccer Association and shall abide by their respective bylaws.
Section 1.4. Purpose: The corporation is organized exclusively for charitable, educational, scientific, or religious purposes within the meaning of Section 501 ( c ) (3) of the Internal Revenue Code, as amended from time to time, and shall engage only in those activities permitted by said Section. To the extent consistent with the above general purposes, the specific purposes of this corporation shall be as follows:
A. To provide a quality educational experience which will help soccer players of all ages reach their maximum potential as soccer athletes and to achieve the highest standards of conduct and professionalism;
B. To maintain a scholarship fund to overcome financial barriers to participation in training opportunities for soccer athletes; and
C. To foster the growth of soccer related education and soccer in the community by providing outreach opportunities for players, coaches, and fans.
Section 1.5. Operational Limits: Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under section 501 ( c )(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law), or (2) by a corporation, contributions to which are deductible under section 170( c )(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal Revenue Law).
Article II
Code of Ethics
Section 2.1. Ethics: The members of the Club shall subscribe to the following Code of Ethics:
A. Members shall at all times conduct themselves with professionalism.
B. Honesty and Integrity must be of the highest importance in every arena.
C. Coaches and Staff shall treat every athlete with respect and assist them in improving as soccer players and as people.
D. Members shall not conduct themselves in a way which could cause discredit or disrepute to the club.
E. Members shall abide by the decisions of the Board of Directors in promoting and enforcing this Code of Ethics.
All members of the club assume the responsibilities of the Code of Ethics, and agree to conduct themselves in a manner consistent with this Code.
Section 2.2. Enforcement: The Board of Directors shall be responsible for promoting and enforcing the Code of Ethics.
Section 2.3. Courses of Action: Should the Board of Directors determine that disciplinary action of a member is required as related to the Code of Ethics, the Board of Directors, at their discretion, may:
1) Send a letter of warning to the member.
2) Suspend the member.
3) Remove the member from the Club.
Section 2.4. Appeal: Any member subjected to disciplinary action has the right to appeal in writing to the Board of Directors within 2 weeks of the disciplinary action. The member appealling shall not have a right to a hearing and the decision of the Board of Directors shall be final.
Article III
Membership
Section 3.1. Classes of Members: The club shall have the following classes of members:
A. Athlete: An Athlete is any athlete who has been selected to a Madison 56ers Team. Athletes below the age of majority for the State of Wisconsin shall be represented in their capacity as an Athlete, by each of their parent(s) or legal guardian(s), each of whom is thereby deemed to be a member of the Club.
B. Coach: Any person hired to train any team within the club on a regular basis is considered a Madison 56ers Coach. The coaching staff is hired by the Director of Coaching with approval of the President. Each Coach is deemed to be a member of the Club.
C. At-Large Member: Any person not in the above categories, but who is employed by the club, holds a voluntary position within the club, or is an alunus or supporter of the club and has requested membership, subject to the approval of the Board of Directors, is deemed to be a member of the Club.
Section 3.2. Suspension and Revocation of Membership
A. Members with delinquent Club dues or team fees may face suspension from the Club until those dues are paid in full, or an approved payment plan is established. A Member is determined to be delinquent after notice of not less than thirty (30) days has been provided (no shorter than 30 days) of the total amount due, and payment has been received. The establishment of a payment plan, and the receipt of the first payment, are sufficient to place a member in good standing. A member will continue in good standing provided subsequent payments are made in timely fashion.
B. In addition to the provisions of Section 3.2 (A), the Board of Directors, by a two-thirds vote, may suspend or revoke the membership of any member for:
1. Failure to meet financial obligations to the Club;
2. Violating the bylaws of the Club, WYSA and WASA;
3. Violating the Rules, Regulations, Code of Ethics, or Policies of the Club;
4. Conviction of a crime which evidences a lack of moral character or honesty.
C. The Coach of a particular team may suspend or revoke membership to the Club, with approval of the Director of Coaching and President, for any of the following:
1. Gross Lack of Commitment: Any player who misses 50% or more of team activities during the fall or spring season is considered to have a gross lack of commitment.
2. Gross Negative Impact: Any player consistently creating a negative environment during team events, or a consistent negative attitude towards the Coach, manager or other Athletes involved is considered to have a gross negative impact.
D. In all cases, except as outlined differently above, the Membership in the Club shall be until the next try-out selection period in May/June, June 30, or the end of the current playing season, whichever is later.
Section 3.3. Meetings of the Membership
A. An annual meeting of the membership of the Club shall be held in first quarter of each calendar year, for the purpose of electing members to fill expired terms of the elected members of the Board of Directors. If for any reason the Board of Directors reschedules the annual meeting, elections shall occur at the rescheduled meeting.
B. Regular meetings of the membership may be held at a time and place as the Board of Directors may designate.
C. Special meetings of the membership of the Club may be called by the President, or, if requested in writing, by a majority of the members of the Board of Directors.
D. Notice shall be given of the date, hour, and place of all membership meetings to each member at least five days in advance. Notice is deemed given by the mailing of a Club newsletter, by posting on the Club website, or via electronic mail.
Article IV
Dues and Fees
The dues and fees of the Club shall be established by the Board of Directors after consultation with the President, the Director of Coaching and the Coaching Advisory Committee. The Club shall have no obligation to refund dues or any portion of dues to any member whose membership terminates for any reason.
Article V
Board of Directors
Section 5.1. Powers and Responsibility. The powers of the corporation shall be vested in the Board of Directors, which shall have charge, control and management of the property and affairs of the corporation. directors shall be elected by the members at the annual meeting of the members as provided for in Section 3.3 of these Bylaws.
Section 5.2. Number. The Board of Directors shall consist of not less than three nor more than fifteen members. When, because of death, resignation, retirement or removal, there shall be less than three Directors remaining, the remaining Directors shall constitute the Board of Directors until the vacancy(ies) are filled as hereinafter provided. In such event, said vacancy(ies) shall be filled as soon as reasonably possible. The Board of Directors shall decide on the exact number of Board seats at the meeting prior to the annual meeting.
Section 5.3. Qualifications. Any individual who supports the enumerated goals and policy objectives of the corporation shall be eligible for election or re-election to the Board of Directors. If the Board of Directors creates classes of membership, the election of one or more Directors may be limited to the vote of one class of members. Those candidates properly nominated by the Nominating Committee of the Board of Directors specified in Section 6.11, herein, shall be considered qualified for election to the Board of Directors. Other members not nominated by the nominating committee may be qualified for election to the Board of Directors provided (a) a nominating peitition signed by at least thirty members is delivered to the Club office at least ten days in advance of the membership meeting scheduled for the purpose of electing members to the Board of Directors.
Section 5.4. Term. Subject to Section 5.5, each Director shall hold office for a term of two years or until his or her successor has been elected. A director may be re-elected to membership on the Board. The term of office for each Director shall be established in such manner that approximately one-half of the Director's term expires each year. In the event of a change in the number of Directors, the staggering of terms shall be preserved.
Section 5.5. Initial or Current Directors. The following persons constitute the current or initial Board of directors. The terms of each of these Directors shall expire at the annual meeting in 2003. In order to establish staggered two-year terms, the election at the annual meeting in 2003 will be to fill odd-numbered seats for two-year terms ending in 2005 and to fill the even-numbered seats for a one-year term ending in 2004. Thereafter, each successive term shall be for the full two year period with odd-numbered seats filled in odd-numbered years and even-numbered seats filled in even-numbered years.
| Seat Number |
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Director |
| 1. |
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Beinlich, Brad |
| 2. |
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Billings, Charles |
| 3. |
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Gawin, Deb |
| 4. |
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Hall, Robby |
| 5. |
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Janet Hohlbein |
| 6. |
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Juzwik, Chris |
| 7. |
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Kinsey, Sean |
| 8. |
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Matty, Michael |
| 9. |
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Mooney, Tom |
| 10. |
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Pigorsch, Susan |
| 11. |
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Pretto, Lisa |
| 12. |
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Reddan, John |
| 13. |
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Speer, Matthew |
| 14. |
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Zaugg, Brad |
Section 5.6. Quorum: A quorum is necessary for the election of Board of Directors’ members. Such quorum shall consist of at least two (2) percent of the of the membership of the Club. Members may authorize a proxy to vote on their behalf. A proxy must bring a written document signed by the member indicating authorization to cast a proxy vote.
Section 5.7. Voting: Each member of the Club, as defined in Article III shall have the right to vote on the Board of Directors and other issues properly before the general membership. Nominees for seats on the Board of Directors receiving the highest number of votes for the vacancies existing shall be declared elected. In the case of a tie vote between or among candidates, there shall immediately be a run-off vote by secret ballot.
Section 5.8. Vacancies and Removal. Subject to the provisions of Section 5.4 hereof, the unexpired term created by any vacancy on the Board of directors, whether by reason of death resignation, or removal, shall be filled by appointment by the remaining Board of Directors. A Board member so appointed to fill a vacancy shall be appointed in accordance with the qualifications set forth in Section 5.3 hereof. Any Director may be removed from office, with or without cause, by the vote of the members at any membership meeting.
Article VI
Meetings of Directors
Section 6.1. Annual Meetings. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the members at such place designated by the Board. The Board shall meet for the purpose of organizing the Board, electing the officers of the corporation and transacting such other business as may come before the meeting.
Section 6.2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time as the Board directs, no less than quarterly. No notice need be given if a regular meeting place and time is established.
Section 6.3. Special Meetings. Special meetings of the Board of Directors may be called by the President, or upon written request to the President of a majority of the Board of Directors. Such requests shall be addressed to the Secretary.
Section 6.4. Notice of Meeting. Except as otherwise provided for herein, notice of the date, hour, and location of all regular Board of Directors meetings shall be given to the Directors at least three days in advance. Electronic mail notice and posting on the Club’s web site shall be sufficient to constitute notice. Special meetings of the Board of Directors, provided a quorum of participants is achieved, may be conducted without prior notice provided that the meeting use any means of communication by which: 1) all communication during the meeting is transmitted to each participating director and each participating director is able to send messages to all other participating directors, or 2) all participating directors may simultaneously hear each other during the meeting.
Section 6.5. Quorum. The presence of a majority of the directors at a meeting shall constitute a quorum. If a quorum is not attained, the members participating may adjourn the meeting to another place and time, without notice other than announcement at the meeting, until a quorum is present.
Section 6.6. Manner of Acting. Unless otherwise stated herein, a majority vote shall decide an issue provided a quorum is attained. Each director, including the Coaching Director, shall be entitled to one vote on all matters coming before the Board. There shall be no voting by proxy. No director, including the Coaching Director, shall vote on, or participate in the discussion of, any matter in which he or she has a financial or employment interest, or any matter involving the discipline of a person who is related to the board member or on the team with which the person is associated.
Section 6.7. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors or a committee thereof, at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file hi/her 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 6.8. Conduct of Meetings. Roberts’ Rules of Order current edition shall govern the parliamentary procedure of the meetings of the Board of Directors in all cases in which they are not inconsistent with these bylaws.
Section 6.9. Minutes: The Secretary shall take and keep the minutes of all Board of Directors’ meetings, and shall distribute those minutes to all Directors within ten (10) days of the meeting.
Section 6.10. Committees. The Board of Directors by resolution, may designate one or more committees, either standing or special. Each committee shall have either as its chair or as a liaison to the Board, one or more Directors appointed by the President and confirmed by the Board, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution shall have and may exercise, when the Board of directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation in a manner consistent with direction given by the board, except action in respect to election of officers or committees created pursuant to this section. The Board of directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the President or upon request by the chairman of such committee meeting. Each such committee shall fix its own rules governing the conduct of its activities and shall make such report to the Board of Directors may request.
Section 6.11. Nominating Committee. There shall be a Nominating Committee whose task shall be to make recommendations to the Board of Directors for candidates to be included on the ballot for elected Board positions. This committee shall be chaired by the President, and shall include the current Board members not up for re-election that year. The full Board shall nominate a slate of candidates to fill the seats of those Directors whose terms will be expiring. The Nominating Committee is encouraged to seek input from team managers for suggestions of possible nominees. Coaches, the coaching director, or other employees of the Club may be nominated as a candidates for the Board of Directors.
Section 6.12. Informal Action Without Meeting. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by two-thirds of the Directors then in office.
Article VII
Officers
Section 7.1. Number and Qualifications. The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice President. Officers and assistant officers need not be members of the board of Directors or of the Corporation but must be a member of the Club.
Section 7.2. President. The President shall be the chief executive officer of the Corporation and, shall in general supervise, direct, and control all of the business and affairs of the Corporation. He/she shall have authority to supervise agents and employees of the Corporation as he/she deem necessary, to prescribe their powers and duties, and to delegate authority to them. The President shall have the authority to appoint and determine compensation for Club employees subject to the approval of the Board of Directors. Such agents and employees shall hold office at the discretion of the President subject to the concurrence of the Board of Directors. He/she shall have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation's regular business, or which shall be authorized by resolution of the Board of Directors. He/she may authorize any Vice President(s) or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his/her place and stead. He/she shall assist the Board of Directors in the formulation of policies of the Corporation. In general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 7.3. Vice President. In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for membership in the Corporation; and shall perform such othe3r duties and have such authority as from time to time may be assigned to him/her by the President or by the Board of Directors. Where the board of directors has determined to elect or appoint two or more Vice Presidents, each Vice President shall have such powers and duties and such designation, as may be prescribed for him/her by the Board of Directors.
Section 7.4. Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors' meetings and meetings of the members in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Corporation; and (d) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the President or by the Board of Directors.
Section 7.5. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation ins ushc banks, trust companies or other depositaries as shall be selected in accordance with the provisions of these Bylaws; and (b) in general perform all the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him/her by the President or by the Board of Directors.
Section 7.6. Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries as the Board of Directors may from time to time authorize. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of directors shall determine. The assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of directors.
Section 7.7. Other Assistant and Acting Officers. The Board of directors shall have the power to appoint any person to act as assistant to any officer, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he/she is so appointed to the assistant, or as to which he/she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of directors.
Section 7.8. Coaching Director. The Board of Directors may create the position of Coaching Director to coordinate and supervise the soccer education functions and to supervise the coaches of the Club pursuant to the direction of the Board of Directors. The Coaching Director shall report to the President and Board of Directors. The Coaching Director shall be an ex officio member of the Board of Directors.
Article VIII
Indemnification
Each director or officer of this Corporation now or hereafter in office and his heirs, executors and administrators, and each director and officer of this Corporation and his/her heirs, executors and administrators who now acts, or shall hereafter act at the request of this Corporation as director or officer of another corporation controlled by this Corporation, shall be indemnified by this Corporation against all costs, expenses and amounts of liability therefor, including counsel fees, reasonably incurred by or imposed upon him/her in connection with or resulting from any action, suit, proceeding or claim to which he may be made a party, or in which he/she may be or become involved by reason of his/her acts of omission or commission, or alleged acts of his/her acts of omission or commission, or alleged acts of commission as such director or officer, or, subject tot he provisions hereof, any settlement thereof, whether or not he continues to be such director or officer at the time of incurring such costs, expenses or amounts, and whether or not the action or such costs, expenses or amounts, and whether or not the action or omission to act on the part of such director or officer, which is the basis of such suit, action, proceeding or claim occurred before or after the adoption of this bylaw; provided that such indemnification shall not apply with respect to any matter as to which such director or officer shall be finally adjudged in such action, suit or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his/her duty as such director or officer, and provided, further, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding or claim, when, in the judgment of the board of directors of this Corporation, such settlement and reimbursement appear to be for the best interests of this Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of any all other rights as to which any such director or officer may be entitled under any bylaw, agreement, or otherwise; and shall not be exclusive of any other rights of indemnity to which any director or officer may otherwise be entitled under the laws of the State of Wisconsin.
This Article is intended to constitute a contract with each person who, subsequent to its adoption, is serving or shall subsequently serve as a director or officer of the Corporation; and the indemnification provided herein shall be in addition to any other compensation which each such person may receive from theCorporation for his/her services as a director or officer of the Corporation.
Article IX
Contracts, Loans, Checks and Deposits
Section 9.1. Contracts. The Board of directors may authorize any officer or officers, agent or agents, to enter in to any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.
Section 9.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances. This Section shall not be construed as applying to current or operational expenses of the Corporation.
Section 9.3. Checks, Drafts, Etc.. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of directors.
Section 9.4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as may be selected by or under authority of the Board of Directors.
Article X
Finance
Section 10.1. Fiscal Year: The fiscal year of the Club shall be the year commencing on the 1st of July and terminating on the 30th of June.
Section 10.2. Audit: There shall be an annual audit of the finances of the Corporation by an independent certified public accountant, and this audit shall be submitted to the Board of Directors.
Section 10.3. Budget: The Board of Directors shall adopt a budget for each fiscal year, and the Club shall function within the total of such budget. Any expenditure in excess of the associated approved budgeted amount must be authorized by the Board of Directors.
Section 10.4. Depository: Dues and other monies collected by the Association shall be placed in a depository selected by the Board of Directors.
Section 10.5. Checks: The following persons or their designate, and any others as may from time to time be authorized by resolution of the Board of Directors, shall individually have authority to sign all checks for and on behalf of the Club and its committees: President, Treasurer.
Section 10.6. Execution of Contracts: The Board of Directors or any officer of the Club duly authorized by the Board of Directors to act on the club’s behalf in a specific instance may execute contracts. The Board of Directors may also authorize any officer or agent of the Club, in addition to the persons authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.
Section 10.7. Dissolution: Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the Corporation's liabilities, dispose of all of the Corporation's assets exclusively for the purposes of the corporation in such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501( c )(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal Revenue Law), as the Board of Directors shall determine.
Article XII
Amendments
Section 11.1. Initiation: A bylaws amendment may be initiated by the Board of Directors or by any Club Member. Any Club Member wishing to introduce an amendment to these bylaws shall prepare and deliver the specific language of the amendment to the Board of Directors along with a petition for consideration of the amendment signed by at least twenty percent of the Club Membership. Following review by the Board of Directors, the proposed amendment shall be scheduled for a membership vote as defined in Section 2 below. If the Board of Directors proposes an amendment, the petition requirement is waived.
Section 11.2. Voting: Bylaw amendments must be approved by a vote of the membership at a meeting noticed to the members not less than thirty days prior to the scheduled vote. At a meeting at which a bylaws amendment vote is to be taken, a quorum of three-quarters of the Board of Directors and twenty percent of the coaching staff is necessary. Provided a quorum is present, the proposed bylaw amendment(s) may be accepted or rejected with a majority vote of members present.
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