Articles of Incorporation & Bylaws
Articles of Incorporation and Bylaws, Rules And Regulations As Approved By The Membership September 27, 2017. As Amended By The Membership February 19, 2019.
ARTICLES OF INCORPORATION
These Articles of Incorporation shall supersede and replace the heretofore existing Constitution and all amendments thereto of Waunakee Area Soccer Club, a nonstock/nonprofit corporation organized under the Wisconsin Nonstock Corporation Law, Chapter 181 of the Wisconsin Statues.
Article I. Name
The name of the corporation shall be the Waunakee Area Soccer Club and shall hereafter be referred to as "WASC".
Article II. Existence
WASC is a nonstock Wisconsin corporation under Chapter 181 of the Wisconsin Statutes. The period of WASC's existence is perpetual.
Article III. Purpose
WASC is organized, and shall at all times be operated, exclusively for charitable, scientific, religious, or educational purposes and to engage in such other activities which are exclusively in furtherance of these purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
The WASC shall teach good sportsmanship, leadership, and teamwork skills, educate participants and adults in the fundamentals of the game of soccer, promote the game of soccer through sponsorship of regularly scheduled soccer competition and special soccer events, and conduct such other educational activities as are deemed appropriate to the promotion of youth soccer activities.
Article IV. Affiliation
The WASC is an affiliation of the Wisconsin Youth Soccer Association, the Wisconsin Soccer Association, the United States Youth Soccer Association, and the United States Soccer Federation. Article V. Membership The WASC shall have members made up of participants, parents/guardians of participants, coaches, referees and a Board of Directors.
Article VI. Authority
The WASC shall be governed by these articles and by its duly approved bylaws, rules, and regulations, all of which are subject to the rules and regulations of the Wisconsin Youth Soccer Association, the Wisconsin Soccer Association, the United States Youth Soccer Association, and the United States Soccer Federation. The WASC may be contacted through the President or Executive Director/Registrar, who shall be registered with the Wisconsin Youth Soccer Association.
Article VII. Board of Directors
The Board of Directors will be elected for two-year terms annually at the spring meeting by the adult voting members of the WASC. The term of the Board of Directors shall run two years, beginning March 1 of the election year to the last day of February of the second year. The President, Treasurer, Director #2, Director #4, and Director #6 shall be elected on even years. The Vice President, Secretary, Director #1, and Director #3 shall be elected on odd years. Board of Directors meetings shall be called as needed by the President.
Article VIII. WASC Meetings
There will be at least two club meetings per year. The regularly scheduled spring meeting shall take place within the month of February. The regularly scheduled fall meeting shall take place within the month of September.
Article IX. Prohibited Actives
a. Notwithstanding any other provisions of these articles, WASC shall not exercise any power or authority that would pose a substantial risk of preventing it at any time from qualifying and continuing to qualify as an organization described in section 501(c)(3) of the Code, contributions to which are deductible for federal income tax purposes, nor shall WASC carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Code. b. Pursuant to the prohibition in section 501(c)(3) of the Code, no part of the net earnings, current or accumulated, of WASC shall inure to the benefit of any private shareholder or individual.
b. No part of the assets or net earnings of WASC shall ever be used, nor shall WASC ever be organized or operated, for purposes that are not exclusively for charitable, scientific, religious, or educational within the meaning of section 501(c)(3) of the Code.
c. WASC shall not carry on propaganda or otherwise attempt to influence legislation to an extent that would disqualify it for tax exemption under 501(c)(3) of the Code by reason of attempting to influence legislation. Nor shall WASC participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.
d. WASC shall never be operated for the primary purpose of carrying on a trade or business for profit.
e. At no time shall WASC engage in any activities that are unlawful under laws of the United States, the State of Wisconsin or any other jurisdiction where any of its activities are carried on.
Article X. Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the country in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article XI. Principal Office and Registered Agent
The mailing address of the principal office of WASC is:
P.O. Box 115
Waunakee, WI 53597
The name and address of the registered agent is:
Eric Ballweg P.O. Box 115
Waunakee, WI 53597
Article XII. Amendments
These Articles may be amended by a majority vote of the entire adult voting power of the WASC in attendance at a club meeting called for that purpose. The Board of Directors and coaches of WASC must be informed in-writing of proposed constitutional amendments prior to a vote. Reasonable effort must be made to notify the remaining club membership of proposed constitutional amendments.
BYLAWS, RULES, AND REGULATIONS
Article I. Rule of Order
All meetings of the WASC shall be conducted in accordance with Robert's Rules of Order.
Article II. Board of Directors
The Board of Directors shall consist of a President, Vice President, Treasurer, Secretary, Executive Director/Registrar and five Director positions. A nominating committee may be appointed to present a slate of candidates for positions on the Board of Directors prior to the regularly scheduled Spring meeting. Nominations shall also be taken from the floor.
The officers of the Board shall consist of the President, Vice President, Treasurer and Secretary. No Board member shall be a paid coach. Additionally, no Board member shall be a volunteer coach past U8.
When a vacancy on the Board exists, nominations for new members may be received from the nominating committee in advance of a Board meeting. These nominations shall be sent to the Directors with the regular Board meeting announcement, to be voted upon at the next Board meeting. A vacancy will be filled to the end of the vacant term.
Resignation from the Board must be in writing and received by a member of the Board. A Board member may be removed for cause by a three-fourths vote of the remaining directors.
Article III. Quorum
A majority of the voting members of the Board of Directors shall constitute a quorum.
Article IV. Executive Director/Registrar
The Board of Directors may designate an Executive Director/Registrar who shall perform duties for WASC. The Executive Director/Registrar shall be directly supervised by the President, may act as an agent of the Board of Directors in the course of performing stated duties, but does not carry a vote on matters brought to the Board of Directors.
Article V. Registration Fees
Each registered (participating) member will be assessed an annual registration fee. The amount of the annual registration fee shall be based on the cost of competition for the league in which the member shall compete. Article VI. Discipline (Fines) Any fines against WASC shall be the responsibility of WASC. Fines for violations of sanctions shall be the responsibility of the party committing the infraction.
Article VII. Amendments
Any member of WASC may propose an amendment to the articles or bylaws of the club. Proposed amendments must be made in writing to the President thirty days prior to a club meeting scheduled to discuss the proposed amendment. Coaches and members of the Board of Directors must be notified individually and in writing prior to a club meeting scheduled to discuss the proposed amendment. The vote on the proposed amendment must be public and occur at a scheduled club meeting.
Article VIII. Unspecified Matters
The Board of Directors of the WASC is fully empowered to decide matters not specifically provided for in the articles, bylaws, rules, and regulations of the WASC.