By_laws.html

KETTLE MORAINE SOCCER CLUB

BY-LAWS

(As amended and approved 4/23/89)

ARTICLE I – OFFICERS PURPOSE POWERS

1.1 NAME AND OFFICE

The name of the organization shall be: Kettle Moraine Soccer Club (hereinafter also referred to as KMSC). The principle agent for the Club shall be the Secretary of the Club. Location of club meetings, activities and home game schedule: Brandybrook School, Hwy. 18 & Brandybrook Road, Wales, WI.

1 . 2 PURPOSES AND POWERS

The object and purposes of this organization shall be:

A. To provide youth soccer players with above-average ability the opportunity to play soccer at a competitive level.

B. To instruct youth in the sport of soccer and aid in their development of skills in the execution of the sport of soccer and in understanding all rules and techniques of said sport with particular emphasis on a sportsmanlike attitude towards the game itself and all players and opponents. Said objective shall be carried out through an organized program of educating instructors, through clinics and other educational programs and media, who will in turn instruct and assist children in the community in achieving the aforestated educational objectives.

C. To instill a sense of community pride and participation in youth, and

D. To work cooperatively with community recreational soccer leagues and the School District of Kettle Moraine soccer program.

1 . 3 TAX EXEMPTION

A. The organization shall be operated exclusively for educational purposes which quality it as an organization described in S501(c) (3) and exempt from taxation under S501(a) of the Internal Revenue Code as now in force or Hereafter amended. It shall accept, hold, administer, and disburse for educational purposes such funds as may from time to time be give to it by any person, persons, or corporations; to receive subscriptions and donations of real and personal property to be applied for the purposes of the organization and to make financial and other types of contributions and assistance to educational organizations which are described in S501(c) (3) and exempt from taxation under S501(a) of the Internal Revenue Code, as now in force or hereafter amended, and in general, to do all things that may be necessary and useful in accomplishing the purposes hereinabove set out. All income of the organization for each taxable year (for Federal income tax purposes) shall be distributed at such time and in such manner so as not be subject the organization to federal tax under S4942 of the Internal Revenue Code of 1954, as amended and the organization created hereby shall not engage in any act of self-dealing (as defined in S4941(d) of the Internal Revenue Code of 1954 as amended), retain any excess business holdings as defined in S4943(c) of the Internal Revenue Code of 1954, as amended, make any investments in such manner as to subject the organization to tax under S4944 of the Internal Revenue Code of 1954, as amended, or make any taxable expenditures as defined in S4945(d) of the Internal Revenue Code of 1954, as amended. All of the assets and earnings, shall be used exclusively for the purposes hereinabove set out, including the payment of expenses incidental thereto; and no part of the net earnings shall inure to the benefit of any private individual and no substantial part of this organization’s activities, or of any organization to which it may contribute, shall be for the carrying on of propaganda, or otherwise attempting to influence legislation of participating in or intervening in or influencing any political campaign on behalf of or in opposition to any candidate for public office, and it shall engage in no activities which characterize it as an “action” organization, or any other activity which would disqualify it from taxation under S501(a) of the Internal Revenue Code or other applicable Federal, state or local law or regulation now or hereafter enacted and none of the activities shall be for the primary purpose of carrying on an unrelated trade or business, as defined in S513 of the Internal Revenue Code.

ARTICLE II – MEMBERSHIP

2 . 1 MEMBERSHIP CLASSES

The organization shall have four (4) classes of members: parent members, youth members, supporting members and adult player/members. 75% of the members shall be residents of the School District of Kettle Moraine excluding adult player/members.

2 . 2 PARENT MEMBERS

Parent members shall be parents of a child or children registered to engage in the Kettle Moraine Soccer Club at any time during the organization’s fiscal year. Parent members shall have full membership rights and privileges and shall be entitled to elect directors, amend the Bylaws and vote on all other matters at members’ meetings. Each family of a child or children shall be entitled to one vote on each matter, which is subject to a vote of the parent members.

No parent member’s votes shall be cast by proxy. Parent members shall be the only class of members, which has a vote in the management of the organization.

2 . 3 YOUTH AND ADULT PLAYER/MEMBERS

2 . 3 . 1 YOUTH MEMBERS

Youth members shall be those children registered to participate in the Kettle Moraine Soccer Club. Youth members shall have no voting privileges and shall have whatever privileges, other than voting privileges, which the Board of Directors determines from time to time.

2 . 3 . 2 ADULT PLAYER/MEMBERS

Adult player/members are those over age 19 registered to participate in KMSC. Adult player/members shall have no voting privileges, but shall have whatever privileges, other than voting privileges, which the Board of Directors may determine from time to time.

2 . 4 SUPPORTING MEMBERS

Supporting members shall be those individuals, firms or corporations interested in the objectives of the Kettle Moraine Soccer Club who the Board of Directors determines by a two-thirds majority vote shall be entitled to membership. Supporting members shall have no voting privileges and shall have whatever privileges, other than voting privileges, which the Board of Directors determines from time to time.

2 . 5 TERMINATION AND RESIGNATION

2 . 5 . 1 TERMINATION OF MEMBERSHIP

The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing.

2 . 5 . 2 REINSTATEMENT

Upon written request signed by a terminated member and filed with the Secretary, the Boards of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

2 . 5 . 3 RESIGNATION

Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any assessments or other charges theretofore accrued and unpaid.

2 . 5 . 4 TRANSFER OF MEMBERSHIP

Membership in this organization is not transferable or assignable.

2 . 5 . 5 DUTIES OF THE MEMBERS

The powers and duties of the members, in fulfilling the foregoing purposes and objectives of the organization shall include, but not be limited to the following:

(a) The election of directors in accord with the procedures of these Bylaws.

(b) The enlargement of the number of directors of the Corporation.

(d) The approval of any plan for the dissolution or merger or disposition of the total assets of the organization.

(e) The establishment of the overall philosophy of the organization.

2 . 6 MEETINGS OF MEMBERS

2 . 6 . 1 Annual Meeting

The regular annual meeting shall be held at a date between January 1 and April 1 at a time to be set by the board of directors, receiving reports on the affairs of the organization, and transacting such other business as may properly come before the meeting. An announcement shall be made to members in a reasonable amount of time but no less than 14 days before the scheduled meeting. (Revised 2/00)

2 . 6 . 2 Special Meetings

Special meetings of the members of the Club for any purpose shall be called at any time by the Secretary at the written request of at least ten percent (10%) of the members, or by a written request of a majority of the Board of Directors. At such meeting, only those matters stated in the notice of the meeting may be acted upon unless all members are present.

2 . 6 . 3 Place

All meetings of the members shall be held at a place conveniently in or close to the School District of Kettle Moraine as determined by those members or those directors calling the meeting.

2 . 6 . 4 Notice

The Secretary of the organization or his delegate shall give notice of all meetings to the members of the organization by mailing a written notice thereof, stating the date, hour and place of the meetings and the general nature of the business to be transacted, to each member at his or her last known post office address, postage prepaid, at least fourteen (14) days, exclusive of the day of mailing, before the date of the meeting; or by giving such notice personally to each member at least seven (7) days before the date of the meeting. In case of the death, absence, incapacity or refusal of the Secretary, said notice may be given by any other officer.

2 . 6 . 5 Waiver of Notice

Any member of the organization may waive notice of any regular or special meeting of the members by a written waiver signed at any time by such member or his or her personal representative. All meetings of members at which all are present in person and sign a written consent thereto on the record thereof, are legal and valid for all purposes, whether or not previous notice has been given, and whether or not such meeting shall have been called pursuant to the provisions of the Bylaws. At any such meeting any organization action may be taken.

2 . 6 . 6 Quorum

Fifty (50) members or five percent (5%) of the membership, whichever is less shall constitute a quorum for all meetings, regular or special, for the transacting of all or any business other than the amendment or repeal of the Bylaws or Articles of Incorporation, in which event a quorum shall consist of one hundred (100) members of ten percent (10%); whichever is less, of the members of the corporation. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting from time to time without further notice. Notification of Bylaw changes must be given to the membership fourteen (14) days prior to any annual or general meeting.

2 . 6 . 7 Voting

Each family of a child or children shall be entitled to one vote in person at any members’ meeting on each matter which is subject to a vote of the parent members. The method of voting shall be determined by the Board of Directors unless otherwise so provided.

2 . 6 . 8 Manner of Voting

The act of a majority of members present in person at any meeting at which a quorum is present shall be the act of the members unless a greater proportion is required by law or by these Bylaws.

2 . 6 . 9 Attendance at Meetings

Members are welcome to attend all board meetings as ex-officio members.

ARTICLE III – BOARD OF DIRECTORS

3 . 1 POWER AND DUTIES

The affairs of the organization shall be managed by its Board of Directors, which shall have full and complete responsibility for the overall control and management of the funds and operations of the organization, and said Board of Directors shall have full and complete power and authority to do and perform any and all acts and functions which are not inconsistent with the laws governing the operations of the organization or the By-Laws. The Board of Directors has as a specific power the approval of the By-Law and Constitutions of all subsidiary organizations of the Association and the power and responsibility to ensure that at least two (2) KMSC Board members shall be voting members of any Board of Directors of such subsidiary organizations. A further delineation of the duties of the Board of Directors, which delineation shall not limit such general powers, would include the following:

(a) The formulation and recommendations of amendments to the Bylaws to the membership.

(b) To delegate, in the case of the absence or disability of any officer or director, the powers or duties of such office to any other officer or to any director until the absence or disability has ceased, provided that the said action must be taken by a vote of the majority of the entire Board of Directors.

(d) To select the officers of the organization in accord with the procedures set forth herein.

(e) To develop overall policies for the operation of the Association.

(f) To provide support services for facilitation of the teaching and coaching of soccer at the competitive level.

3 . 2 NUMBER AND QUALIFICATION

The board shall consist of at least 7 but no more than 11 directors. Directors shall be parent members or supporting members while maintaining a parent majority. Directors shall be free of any conflicting interest and no two board members shall be from the same family. (Revised 2/00)

At the initial membership meeting, directors shall be elected as follows:

Four – Six Directors for a One-Year Term

Four – Six Directors for a Two-Year Term

After the initial election of directors by the members of the organization, 4-6 directors shall be elected for two-year terms at the annual meeting for each subsequent year.

The board shall also consist of five (5) ex-officio members being the divisional heads of U-10, U-12, U-14, U-16, U-19 teams.

3 . 3 RESIGNATION AND REMOVAL

Any director may resign at any time by giving written notice to the Chairperson or to the Secretary of the organization. Such resignation, which may or may not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specified in it. Any elected director may be removed, with or without cause, at any time by a petition signed by fifty-one percent (51%) of the members of the organization.

3 . 4 VACANCIES

Vacancies in elected directorships, for any reason, may be filled at any regular Board or special meeting, by nomination and appointment of any eligible parent member of the organization by a majority vote of the Board of Directors. Such appointment is valid until the next annual election of Board members.

3 . 5 MEETINGS OF DIRECTORS

3 . 5 . 1 Annual Meeting

The regular annual meeting of the board shall be held within thirty (30) days after the annual meeting of the members.

3 . 5 . 2 Regular Meetings

Regular monthly or bi-monthly meetings of the directors may be set by the majority vote of the Board of Directors at such place and time as the board shall provide by resolution.

3 . 5 . 3 Special Meetings

Special meetings of the board shall be called at the request of the President or in the absence of the President, the Vice-President of the organization, at the written request of any five (5) members of the Board of Directors, or by the Chairperson of the Board.

3 . 5 . 4 Place

All meetings of the board shall be held conveniently in the School District of Kettle Moraine or at another convenient location as is agreed upon and consented to by a majority of the Board of Directors of the organization.

3 . 5 . 5 Notice

The Secretary of the Corporation or his delegate shall give notice of all meetings to the directors of the Corporation by mailing written notice thereof, stating the date, hour and place of the meeting and the general nature of the business to be transacted, to each director at his or her last known post office address, postage prepaid, at least five (5) days exclusive of the day of mailing before the date of the meeting, or by giving such notice personally to each director at least three (3) days before the date of the meeting. In case of the death, absence, incapacity, or refusal of the Secretary, said notice may be given by any other officer.

3 . 5 . 6 Waiver of Notice

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of, any regular or special meeting of the board need be specified in the notice of waiver of notice of such meeting, unless specifically required by law.

3 . 5 . 7 Quorum

Unless a greater or lesser number is required by law or by the Articles of Incorporation, a majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the board. If less than such quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3 . 5 . 8 Voting

At each meeting of the Board of Directors, each director shall be personally entitled to cast one vote on all matters presented to the board for its approval. Voting by proxy shall not be permitted.

3 . 5 . 9 Manner of Acting

The act of the Directors present at a meeting at which a quorum is present shall be the act of the board. A consent resolution, approved in writing by all members of the Board of Directors, shall be valid and binding as if said resolution were passed at a meeting called pursuant to these Bylaws.

3 . 5 . 10 Attendance at Meetings

Directors are expected to attend regularly all meetings of the board and of their respective assigned committees. Noncompliance with this provision may be a basis for removal from the board or non-reappointment. Failure to attend three (3) consecutive meetings of the board without being excused shall constitute a resignation from the board. All excused absences must be approved by a majority of the directors in attendance at the meeting.

3 . 5 . 11 Rules

The Board of Directors may adopt rules governing its procedures, not inconsistent with these Bylaws, which may be amended or modified by the Board of Directors at any meeting without advance notice.

3 . 5 . 12 Additional Advisors

The board or the chairperson of the board may invite additional individuals with expertise in a pertinent area to meet with and assist the board. Such advisors shall not vote or be counted in determining the existence of a quorum and may be excluded from any executive session of the board by majority vote of the directors present.

ARTICLE IV – OFFICERS AND CHIEF EXECUTIVE OFFICER

4 . 1 OFFICERS

The officers of the organization shall be the Chairperson of the Board, President, Vice-President, Secretary, Treasurer, and such other officers and assistant officers as may be deemed necessary by the Board of Directors. No two or more offices may be held by the same person. Officers are required to follow and administer the policies as established by the Board of Directors.

4 . 2 ELECTION AND TENURE

The officers of the Corporation shall be elected by the Board of Directors at its annual meeting or at a special meeting and shall hold office for a one (1) year term, or until their successors are duly elected and qualified, unless sooner removed by the Board of Directors. The term of charter present to be 2 years.

4 . 3 RESIGNATION AND REMOVAL

Any officer may resign at any time by giving written notice to the President or to the Secretary. Such resignation, which may or may not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specified in it.

Any officer elected or appointed by the Board of Directors may be removed by a majority vote of all the directors constituting the Board of Directors whenever in their judgment, the best interests of the organization shall be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4 . 4 VACANCIES

The Board of Directors may fill any vacancy in any office occurring after any regular annual meeting or any vacancy created by the creation of a new office until the next annual meeting by affirmative vote of the majority of the directors then in office, although less than a quorum, such vote to be held during any regular Board of Directors meeting or any special meeting called for such purpose.

4 . 5 DUTIES OF OFFICERS

4 . 5 . 1 Chairperson

The Chairperson shall be the principal presiding officer of the organization and shall preside at all meetings of the board and of the members of the organization. The Chairperson shall be an ex-officio member of all committees, except the Nominating Committee. The Chairperson may sign on behalf of the organization any documents or instruments which the board has authorized to be executed, except where the signing and execution thereof is expressly delegated by the board or by these Bylaws to some other officer or agent, or is required by law to be otherwise signed or executed. He or she shall also perform all duties incident to the office of the Chairperson and such other duties as may be prescribed from time to time.

4 . 5 . 2 President

The President shall be the chief operating officer of the organization. The President shall attend all Board of Director’s meetings and shall have the authority to direct and administer the activities of the club subject to such policies and procedures as adopted or established by the Board of Directors or by any Committee(s) to which the Board of Directors has delegated power for such action.

The President, or in the absence thereof, the Vice-President or Treasurer of the Club, shall be authorized to sign corporate checks or drafts or other documents on behalf of the Club as long as one other officer of the Club co-signs such documents, checks or drafts. The President shall act as the duly authorized representative of the Board of Directors in all matters in which the Board has not formally designated some other person for that specific purpose.

The President shall:

(f) Be responsible for the implementation of all policies established by the Board of Directors or by the membership of the organization;

(g) Assist the Finance Committee and Treasurer in annually reviewing and updating a capital budget and preparing an annual operating budget showing the expected receipts and expenditures of the organization, and supervise the business affairs of the organization to assure that funds are expended to the best possible advantage;

(h) Submit regular reports to the Board of Directors and its authorized committees on the activities of the Association and other significant developments.

(i) Propose to the board for its approval suggested committee chairpersons.

(j) Perform any other duty within the express or implicit terms of the duties hereunder that may be necessary for the best interest of the organization.

(k) Perform all other duties as the Board of Directors shall from time to time direct.

4 . 5 . 3 Vice-President

In the absence of the President, or in the event of an 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. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

4 . 5 . 4 Secretary

The Secretary shall be responsible to see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; keep a register of the post office address of each director and each member of the organization which shall be furnished to the Secretary by such person; and, in general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. The Board of Directors may select a Recording Secretary for recording proceedings of the board.

4 . 5 . 5 Treasurer

The Treasurer of the Club shall keep or cause to be kept correct and accurate accounts of the properties and financial transactions of the Club and shall prepare and deliver a report of the financial status of the Club to the Board of Directors as reasonably requested. The Treasurer will provide financial records for audit by the Board of Directors or an independent financial organization as chosen by the Board of Directors upon request.

Upon resignation or termination of the Treasurer for any reason, an audit of the financial records of the Club shall be required within three weeks following such resignation or termination.

4 . 5 . 6 Additional Officers

Such additional officers or assistant officers may be elected by the Board of Directors which the board may from time to time deem necessary.

ARTICLE V – COMMITTEES

5 . 1 COMMITTEES

The Board of Directors shall be assisted in its endeavors by the following standing Committees: The Finance Committee, the Coaching Committee, the Refereeing Committee, the Fund Raising Committee, the Equipment and Field Management Committee, and the Grievance Committee.

The President shall propose to the Board of Directors for its approval, members of these Committees. Committee members shall serve yearly terms.

The Board of Directors may create or delete such other Committees as it deems appropriate.

5 . 2 CHAIRPERSON

One member of each committee shall be appointed chairperson by the President with the approval of the board.

5 . 3 VACANCIES

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

5 . 4 QUORUM

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

5 . 5 RULES

Each committee may adopt rules for its own government not inconsistent with these Bylaws or with the rules adopted by the Board of Directors.

ARTICLE VI – CONTRACT, CHECKS, DEPOSITS AND FUNDS

6 . 1 CONTRACTS

The Board of Directors may authorize any office or officers, agent or agents of the organization, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization, and such authority may be general or confined to specific instances.

6 . 2 CHECKS, DRAFTS, ETC.

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the organization, 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 resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice-President of the organization.

6 . 3 DEPOSITS

All funds of the Club shall be deposited within seven (7) days from receipt of the funds by the Treasurer to the credit of the Club in such banks, trust companies or other depositories as the Board of Directors may select.

6 . 4 GIFTS

The Board of Directors may accept on behalf of the Club any contribution, gift, bequest or device for the general purposes or for any special purpose of the Club.

ARITCLE VII – GENERAL PROVISIONS

7 . 1 GENERAL LIABILITY

No officer, committee or member of this organization or other person shall contract or incur any debts on behalf of the Club or in any way render it liable unless authorized by the Board of Directors. No officer, committee or employee of the Club is authorized to promise moral or financial support of the charitable or other objective without the prior approval of the Board of Directors.

In the event of an emergency, any member of the Club may make a decision without the approval of the Board of Directors provided the emergency situation calls for an action or decision that cannot be made in any other way and that a reasonable and prudent person in the same or similar circumstances would have normally reached the same conclusion. Furthermore, the situation or action shall be subsequently reported to the Board for their review, ratification and evaluation.

7 . 2 FISCAL YEAR

The fiscal year of the organization shall end on the 1^st day of April every year.

7 . 3 PROCEDURE

The Board of Directors and committees established by the board may adopt rules of procedures which shall not be inconsistent with these Bylaws. Roberts Rules of Order will apply.

ARTICLE VIII – AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION

8 . 1 PROCEDURE

The power to adopt, amend or repeal by Bylaws of the Club shall be vested in the parent members of the organization. The proposed Bylaw change(s) must be submitted to the Secretary thirty (30) days prior to any special or annual meeting. An affirmative vote of two-thirds (2/3) of the attending parent members of the organization at any annual or special meeting of the membership shall be sufficient to make, amend or repeal the Bylaws.