ARTICLE I: NAME

The name of the Association shall be River Falls Wildcat Soccer, Inc. (hereafter referred to as RFWS). RFWS is a non-profit, tax-exempt corporation under the laws of the State of Wisconsin.

ARTICLE II: GOALS AND PURPOSE

Section 1.   

To provide participation for as many young players as possible during their developmental years, with that participation occurring in a positive environment climaxing with a successful program year after year.

Section 2.   

To promote the game of soccer while emphasizing skill development, self-discipline, physical fitness, mental alertness, team spirit, and above all, good sportsmanship that will evolve into a competitive level of play.

Section 3.   

All participants in the program inclusive of players, coaches, and parents will be required to adhere to the above objectives of the organization.

Section 4.   

This program will be non-discriminatory on the basis of race in participation and representation.

ARTICLE III: MEMBERSHIP

Section 1.   

Membership shall be open to any person provided such person shall promote the purposes of RFWS and to such other persons as the Board of Directors shall approve by majority vote at any regular or special meeting.

Section 2.   

Membership shall be considered active upon registration, with good financial standing, of a child in any team which is part of the programs of RFWS during the prior twelve months. If a family has more than one child enrolled in a program, it is defined as having only one active membership. Coaches who have coached in a RFWS program during the prior twelve month period that do not have any children enrolled in a RFWS program are also deemed to be active members.

Section 3.   

Only those members who are currently on the Board of Directors shall have voting rights at any regular business meeting of RFWS. However, all members of RFWS shall have voting rights at the Annual General Meeting and at any Special Membership Meeting that is called.

Section 4.   

The Board of Directors shall have the summary power to suspend, expel or terminate the membership rights for any member whose conduct the majority of the Board shall deem detrimental to the purposes of the organization.

Section 5.   

The Board of Directors may suspend, expel or terminate the right of any adult member of a family or the right of any child in a member family to participate without expulsion, suspension or termination of the other members of that family under the same procedure as set forth under Section 4 above.

ARTICLE IV: MEETING OF MEMBERS

Section 1.   

The Annual General Meeting of the general membership shall be held during the third quarter of each year in River Falls, Wisconsin, at such time and place as shall be specified in the annual meeting of the prior year or at such other time as the Board of Directors shall choose but only upon public notification in the local newspaper not less than fourteen (14) days prior to such meeting. At such meeting, the election of members to the Board of Directors shall be held, and the Treasurer shall present a financial report to the members. The Directors elected at such meeting shall take office immediately after the meeting is ended.

Section 2.   

A special meeting may be called by a majority of the Board of Directors or upon written application of twenty-five percent (25%) of the active membership at the time of the last annual meeting. The Secretary shall then call such a meeting for a time not less than seven (7) days nor more than twenty (20) days after receipt of the application, and give written notice of the time and place in River Falls, Wisconsin, at which said meeting is to take place.

ARTICLE V: BOARD OF DIRECTORS

Section 1.   

The Board of Directors shall consist of 11 members. The Board shall be elected at the Annual General Meeting by the members of RFWS who on said date were eligible to vote. The term of office shall be three (3) years from and after election.

Section 2.   

The officers of RFWS shall hold such meetings during the year as it shall see fit. For action to be taken by the Board a quorum of 50% of the Directors must be present.

Section 3.   

Any Board vacancy shall be filled by the remaining Board of Directors until the next election at which time a person shall be elected to fill the unexpired portion of the term prior to any election for the three year term.

ARTICLE VI: OFFICERS

Section 1.   

The officers of RFWS shall consist of a President, Vice President, Secretary and Treasurer and such other officers as the Board of Directors shall deem necessary.

Section 2.   

Any officer may be removed, with or without cause, by vote of a majority of the Directors present at any meeting at which there is a quorum; provided, however, that no officer shall be removed unless the notice of such meeting at which removal is considered states such removal as the purpose, or one of the purposes, of the meeting. When any officer has been removed at a meeting, a new officer may be elected at the same meeting.

Section 3.   

The officers of RFWS shall serve a term of one (1) year. They may be re-elected to that same office each year. The officers will be elected by the current members of the Board of Directors at the first meeting after the annual general meeting.

Section 4.   

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the Board of Directors.

Section 5.   

The President shall be the Chief Executive Officer of RFWS and shall perform all the duties of such office as required by law.

Section 6.   

The Vice President shall in the absence of the President perform the duties of the President.

Section 7.   

The Secretary of RFWS shall perform all duties as required by law and shall keep records of all meetings, votes, memberships, give directed notices and perform such other record keeping as usual with such office or required by the Board of Directors or President.

Section 8.   

The Treasurer shall perform all duties as required by law and shall keep and maintain adequate and correct account of the property and financial business transactions of RFWS and shall deposit all moneys in the name and to the credit of RFWS in a bank designated by the Board of Directors and at the Annual General Meeting or upon request of the President, give a complete and accurate accounting of all assets and liabilities and income and expenses.

ARTICLE VII: POWER OF THE BOARD OF DIRECTORS

Section 1.   

The Board of Directors shall have the power to call meetings of said Board and also of the membership when it deems such meeting is in the interest of RFWS; to conduct, manage, and control the affairs, relations, business and policies of RFWS and to make rules not inconsistent with the laws of the State of Wisconsin and United States of America.

Section 2.   

The Board shall have the power to amend the Bylaws in such manner as is required by the government of the United States of America and the State of Wisconsin, or either, to maintain tax-exempt status, subject to approval by majority vote of the membership present at the next annual general meeting.

Section 3.   

The Board shall have all powers of control over the affairs of RFWS not specifically reserved to the members by laws of the State of Wisconsin or the United States of America.

Section 4.   

The Board may provide that a salary or other compensation be paid to any trustee or other employee for her or her services. The Board may also provide by resolution that any corporate agent be indemnified for expenses and costs, including legal fees which were necessarily incurred in connection with any claim asserted against him or her by reason of his or her being or having been a corporate agent. However, no indemnification shall be allowed if the trustee was guilty of misconduct regarding the matter in which indemnity is sought.

ARTICLE VIII: AMENDMENTS

Section 1.   

Amendments may from time to time be made, changing the Bylaws at annual or special meetings of the membership, but at no time can they be construed as to violate any law of the State of Wisconsin. These Bylaws my be amended or repealed by an affirmative vote of at least 66 percent of those present at a meeting of the membership called for the purpose of acting upon such amendment.

ARTICLE IX: COMMITTEES

Section 1.   

The Board of Directors may create and oversee the operation of standing committees at the discretion of the Board to facilitate and manage operations and programs of RFWS. Members to the committees will be appointed or may be removed by action of the Board of Directors at any Board Meeting. Each Committee shall elect a Chair to run the committee meetings and to provide information to the Board. Committee goals, general policies, budgets and recommendations shall be recommended to the Board by the committee for the BoardÕs final approval.

ARTICLE X: RFWS PROPERTY

Section 1.   

RFWS may own real property and personal property. All assets shall be managed in the best interest of RFWS and its members.

Ownership of real property shall remain in the name of RFWS and shall only be used for RFWS program activities or for soccer related activities approved by the Board. Sale or transfer of the property to any third party would require the approval of 75% of the membership in attendance at a Special Membership Meeting as outlined in Section 2 of Article IV.