A State of Wisconsin Nonprofit Public Benefit Corporation
Marshfield Youth Soccer Association Bylaws
A State of Wisconsin Nonprofit Public Benefit Corporation
PART I – GENERAL
1.01 Name
The name of this corporation is Marshfield Youth Soccer Association, also referred to as MYSA, a tax-exempt corporation under the laws of the United States and of the State of Wisconsin. Marshfield Youth Soccer Association shall maintain its tax-exempt status.
1.02 Principal Office
The principal office for the transaction of the activities and affairs of this corporation is located in the City of Marshfield, County of Wood, State of Wisconsin. The Board of Directors may change the location of the principal office from one location to another within the City of Marshfield.
1.03 Purpose
1.03.01 MYSA is dedicated to the promotion of competitive youth soccer in the Marshfield area through the development of personal fitness and technical skills, cooperative team play and exemplary sportsmanship.
1.03.02 This corporation holds and may exercise all powers conferred upon it by the Nonprofit Corporation Law of the State of Wisconsin and as it is necessary for its administration and to attain its purpose. In no event will this corporation engage in activities that are not permitted by a tax-exempt corporation under Section 501(c) (3) of the Internal Revenue Code or the laws of the State of Wisconsin. The activities of the corporation will not include or consist of carrying on propaganda, or otherwiseattempting to influence legislation, or intervening in any political campaign.
1.04 Boundaries and Regions
1.04.01 The territory of this corporation shall be the entire State of Wisconsin.
1.05 Dedication of Assets
This corporation’s assets are irrevocably dedicated to its public benefit purpose. No part of the earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment of all debts and liabilities of the corporation must be distributed to another 501(c)3 organization for the purpose of the development of youth soccer.
1.06 Affiliation
MYSA is affiliated with the United States Soccer Federation and its governing bodies and is a Midway District (District 17) member of the Wisconsin Youth Soccer Association (WYSA).
1.07 Nondiscrimination
This corporation will not discriminate against any individual on the basis of race, color, religion, age, sex, or national origin.
1.08 Fiscal Year
MYSA fiscal year begins on August 1 of each year and ends on July 31 of the subsequent year.
PART II – MEMBERSHIP
2.01 Membership
2.01.01 Membership in this corporation consists the parents of children participating in MYSA in the year of the elections. Members include adults who have volunteered during the year of the elections in a manner to be determined by the Board of Directors (hereafter BOD) or contributed or paid dues to MYSA in an amount to be determined by the BOD.
2.01.04 Each member must pay or receive scholarship approval, within the time and on the conditions set by the board, the dues, fees, and/or assessments for each participating child as fixed from time to time by the Board of Directors.
2.01.05 No membership or right arising from membership will be transferred.
2.01.06 Members who have paid the dues, fees, and assessments and who are not suspended are members in good standing.
2.01.07 The annual meeting of MYSA membership and the elections of the BOD shall be held in April of each year at a date to be set by the BOD. Members present shall constitute a quorum for the transaction of business and election at any regular or special meeting of the membership. Members in good standing have the right to vote, as set forth in these bylaws, on:
a. The amendment of these bylaws.
b. The dissolution of this corporation.
c. The disposition of all or substantially all of this corporation’s assets other than by liquidation or dissolution.
d. The election of new directors to the BOD.
2.02 Suspension and Termination of Membership: See Suspension and/Termination Policy and Procedure.
PART III – MEMBERSHIP MEETINGS
3.01 Annual General Meeting
3.01.01 The Board of Directors will call an Annual General Meeting of the members of this corporation to be held in the month of April. The Secretary will provide notice of the meeting time and place to all members 30 days in advance. This noticewill be by regular mail, e-mail, fax, telephone, web page posting, or notices passed out to players and parents at soccer practices or games.
The notice mustbe at the discretion of the secretary with approval by the president. The purpose of the meeting will be to elect new Board members, review the financial status of the organization, review the operations and preceding season and plan the future of the organization and conduct any business necessary and proper for MYSA.
3.01.02 A quorum will consist of any number of members present at the Annual General Meeting.
3.01.03 Each member or one person from a member family and each director of this corporation shall be entitled to one vote. Voting shall be restricted to members in good standing and in attendance on the date of the Annual General Meeting. Voting by proxy or by absentee ballot is prohibited.
3.01.04 Any member in good standing or any director of this corporation may propose amendments to these bylaws.
- Proposed amendments must be submitted in writing to this corporation at the address of its principal place of business on or before January 1 preceding the Annual General Meeting.
- All proposed amendments to these bylaws must be forwarded in writing to all members in good standing and all directors of this corporation at least 30 days before the date of the Annual General Meeting or any special meeting called for that purpose. Notice may be provided as set forth in the section 3.01.01.
- Excluding typographical or clerical errors that do not change the substance of a proposed amendment to these bylaws, proposed bylaw amendments must not be amended or modified at or before the Annual General Meeting or any special meeting called for that purpose.
3.01.05 An affirmative vote of two-thirds of eligible voters present and voting at the Annual General Meeting, or any special meeting called for that purpose, is required to adopt an amendment to these bylaws. Unless expressly stated otherwise in an amendment to these bylaws, all amendments become effective on the May 1 following the Annual General Meeting or the first of the month immediately following any special meeting called for that purpose.
3.01.06 With the exception of amendments to these bylaws, all other matters subject to vote shall be decided by majority vote of those present and voting at the Annual General Meeting.
3.02 Special Meetings
3.02.01 A special meeting of the membership may be called by a majority vote of the Board of Directors or by 20 percent or more of the members in good standing.
- A special meeting mustbe called by written request that states the specific nature of the business proposed and that is submitted to the president or the secretary.
- Notice of the call of the meeting, including a statement of the specific nature of the business proposed, shall be given within 20 days of the receipt of the request to all members in good standing.
- The special meeting will not beheld less than 30 days nor more than 90 days after receipt of a valid request for a special meeting.
- Notice of the place, time, and date of the special meeting shall be given to each member in good standing noless than 15 days before the meeting.
3.02.02 No business other than the specific business proposed as set forth in the notice of the call of the meeting may be transacted at the special meeting.
PART IV – BOARD OF DIRECTORS
4.01 Term
4.01.01 Directors will serve three (3) year terms. The terms of the directors will be staggered so that three directors will end (April30th) of the current year.
4.02 Election
4.02.01 Elections for the board of directors will be held each year at the annual meeting in April terms for that will expire on April 30th of that year. The term for incoming directors will start May 1st thereafter in that year.
4.02.02 Nominees for the BOD need to be made by directors presently serving on the Board or by any member at the annual meeting by a nomination from the floor.
4.02.03 Each individual member or one person from a member family is entitled to one vote. The three (3) candidates receiving the highest number of votes shall be elected. In the event of one or more ties, additional run-off ballots shall determine final candidate(s).
4.02.04 No member of the BOD may be nominated or elected to serve more than three (3) consecutive three-year terms.
4.02.05 Executive Officers, as outlined in Part V, shall be elected annually by a majority of the BOD at the May BOD meeting of each year. Each officer elected shall serve until the next ensuing term years begin or until a successor shall be duly qualified and elected.
4.03 General Powers
4.03.01 Subject to applicable law and to provisions in the articles of incorporation or these bylaws that require approval of the members, the activities and affairs of this corporation shall be managed and all corporate powers exercised by or under the direction of the board of directors.
4.04 Specific Powers
4.04.01 Without limiting or prejudice to the general powers stated in section 4.03.01 of these bylaws, but subject to the same limitations, the board has the power to do the following:
a. Change the principal place of business in the City of Marshfield from one location to another;
b. Conduct, manage, and control the corporation’s affairs and activities and make such rules and regulations and adopt such policies consistent with law, the articles of incorporation, and these bylaws as the board of directors deems appropriate;
c. Borrow money and incur indebtedness and execute and deliver evidences of indebtedness and security for indebtedness.
4.05 Number and Qualifications of Directors
4.05.01 The affairs of the association shall be managed by a Board of Directors each of whom shall be of legal age currently living in an area proximate to Marshfield, Wisconsin.
4.05.02 The board of directors will consist of nine (9) directors with three being elected each year. MYSA directors will serve three (3) year terms. The terms of the directors will be staggered so that three directors will end (April30th) of the current year.
4.06 Restriction on Directors
4.06.01 Directors are not to receive or be entitled to receive compensation. Directors may receive reimbursement for or an advance of moneys for reasonable expenses incurred or to be incurred incidental to their position as a director. The corporation will not make any loan of money or property or guarantee the obligation of any director.
4.07 Vacancies
A vacancy on the board of directors may occur upon a director’s death, removal, resignation, refusal to serve, conviction of a felony, conviction of any criminal offense involving minors, a final judgment of breach duties under the nonprofit public benefit corporation law of the State of Wisconsin, or a declaration of unsound mind by court order.
4.08 Resignation
Any director may resign by giving written notice to the MYSA President or MYSA Secretary of the Board of Directors. The resignation will be effective when the notice is given unless it states a later time for the resignation.
4.09 Removal
4.09.01 Any director may be removed for good cause by a vote of the majority of the members of the entire board of directors.
4.09.02 Any director who fails to attend three successive board meetings shall be automatically removed from the board unless a leave of absence for a limited period of time has been requested and approved by the board or the director suffers from an illness or disability that prevents the director from attending the meetings and the board waives the automatic removal provision.
4.10 Filling Vacancies on Board of Directors
4.10.01 A vacancy on the board of directors will be filled for the remainder of the term, within 60 days of the date of the vacancy, by the MYSA President and majority approval by the remaining Board of Directors.
4.10.02 A vacancy in the position of president, vice president, secretary, and treasurer will be filled by the board of directors for the remainder of the term by the president and majority approval by the remaining board of directors.
4.11 Board of Directors’ Meetings
4.11.01 The board shall hold general meetings monthly unless otherwise communicated to Board Members. The president will provide notice of meeting time and place to members three (3) days in advance. Such notice may be by regular mail, e-mail, fax, telephone, web page posting or notices passed out to players and parents at games or practices.
4.11.02 Whenever under the provisions of the bylaws, the Board of Directors or any committee or annual meeting thereof is authorized to take action.
If at any time before or after such action is completed the person or persons entitled to such notice or entitled to participate in the action submits a signed waiver of notice of such requirement.
The action taken shall be authorized effective the date the action was taken
4.11.03 Special meetings of the board for any purpose may be called by the President or by any three directors.
Notice of the time and place of a special meeting shall be given to each director by personal delivery of a written notice, first-class mail, and telephone
This may include a telephone messaging machine, facsimile, electronic mail, or other electronic means at least twenty-four (24) hours in advance of the special meeting.
4.11.04 The board may hold a meeting by conference telephone call or other communication equipment provided that every director participating in the meeting.All membersmust have equal opportunity to participate.
4.11.05 A majority of Board of Directors then in officewill constitute a quorum for the transaction of business. Except as otherwise provided in these bylaws, every action taken or decision made by a majority of the directors then in office present at a meeting at which a quorum is present shall be an act of the board. A meeting at which a quorum is initially present may continue to transact business despite the withdrawal of a director or directors if action taken is approved by at least a majority of the required quorum for the meeting.
4.12 Committees
4.12.01 The Executive Committee consists of the President, Vice President, Secretary, and Treasurer.
The Executive Committee will have all the authority of the board in the management of the corporation between meetings of the board.
The actions of the Executive Committee must be reported to and ratified by the full board at the next meeting following the action of the Executive Committee.
4.12.02 All committees will include a committee chairperson appointed by the President after May 1st or when needed for temporary committees.
4.12.03 Standing Committees
- Roster: This committee will be responsible for assigning players to team rosters in accordance with WYSA and MYSA rules. This committee will report to the full BOD the number of teams participating and will recommend to the BOD the need to field additional teams, the elimination of teams and/or the advancement of players to higher age groups based on registration numbers.
4.12.04 Temporary Committees willbe created when deemed necessary at the discretion of the President and disbanded after their function.
4.13 Applicable State Law
The BOD of Directors will review the bylaws annually. As a corporation, MYSA is governed by Chapter 181:
PART V — OFFICERS
5.01 Executive Officers
5.01.01 The executive officers of this corporation are the President, Vice President, Secretary, and Treasurer, who will serve as members of the board of directors. The election, terms of office, restrictions on, resignation, and removal of executive officers and vacancies in these offices and the filling of such vacancies is governed by Part IV, Section 4.02 of these bylaws.
5.01.02 Responsibilities of Officers
a. The President
(1) Willpreside at board meetings and exercise powers and duties as the board assigns. The president is the chief executive officer of the corporation.
(2) will act to promote the MYSA mission statement and its bylaws. The President has the authority to appoint agents, prescribe their powers and duties and delegate authority to them to effectively conduct the operations of MYSA.
(3) has the authority to sign, execute and acknowledge all documents and instruments necessary or proper in the course of conducting the regular business of the organization.
(4) will assign directors to serve on MYSA committees and appoint committee chairpersons from the BOD.
(5) will represent MYSA or delegate such representation at Central Wisconsin Soccer League (CWSL), Midway District, and Wisconsin Soccer Association meetings as required.
(6) will represent MYSA positively and effectively within the Marshfield community.
b. The Vice President
(1) In the absence of the president, or inability to perform all duties of the President, the Vice President shall have all the powers of and be subject to all the restrictions on the President.
(2) will have such other power and duties as the board may assign.
c. The Secretary
(1)Willdocument minutes for all meetings, proceedings, and actions of the board, of committees of the board, and of member meetings.
(2)will notify BOD and general membership of meetings as outlined.
d. The Treasurer
(1)will maintain correct books and accounts of the corporation. The books of account mustbe open to inspection by any director at all reasonable times.
(2)will provide the members and directors financial statements and reports required by law, these bylaws, or the board of directors.
(3)will deposit all money and other things of value in the name of the corporation, disburse funds as directed by the board of directors. Provide the president or the Board when requested an account of all transactions and of the financial condition of the corporation.
(4)will prepare and present an annual budget at the annual meeting.Provide monthly report at each monthly meeting of the board of directors.
5.02 Non Executive Officers
5.02.01 The board may appoint and authorize the President or another executive officer to appoint any non-executive officers as required by the corporation. Appointed officers willperform the duties specified by the board. Appointed officers may resign at any time by giving written notice to the President.The board may remove any officer at any time with or without cause.
5.05 Subordinate Officers