BY-LAWS
June 2015
0
BYLAWS OF WAGSL
I.
Objective
The objective of the corporation is to encourage the growth and development of travel
team soccer for youth, particularly among women nineteen (19) years of age or younger,
in the Washington and D.C. Metropolitan Area.
II. Activities
WAGSL, as an amateur youth traveling soccer organization, shall sponsor a traveling
team league for its members, an annual tournament, for members to include traveling
teams from other parts of the United States and foreign countries, and other appropriate
activities to further corporate objectives as stated in the Articles of Incorporation. WAGS
may also select All-Star Teams for participation in high level competition including, but
not limited to, domestic and international exhibition matches and tournaments.
(Amended June 2015)
III. Affiliations
WAGSL shall be an affiliate of the Virginia Youth Soccer Association (VYSA) and the
Maryland State Youth Soccer Association (MSYSA) or their successor organizations.
The affiliations are for the purpose of maintaining an appropriate relationship through the
state youth associations (VYSA and MSYSA) to the United States Youth Soccer
Association (USYSA), U S Club Soccer, and the United States Soccer Federation
(USSF)
(Amended June 12, 2014)
IV. Membership
A.
Membership shall be open to any organization that meets WAGSL requirements
for play as specified by the League Rules. Organizations joining WAGSL agree
to abide by the Articles of Incorporation, the League’s By-Laws, and the League
Rules. Each Member is responsible for verifying that its players meet all age
requirements and any other requirements for play, for prompt payment of all fees
to WAGSL, and for compliance of its team(s) and players with League Rules.
B.
Membership Definitions
1.
2.
C.
Club – A club shall be defined as an organization that registers one or
more teams for WAGSL play under a single name, paying fees for all its
teams and exercising control over the administration of one or more
teams.
Team – A team is defined by the players on its roster submitted for
WAGSL play. A team must be affiliated with a club as defined above.
A member may be dropped from membership in WAGSL, warned, suspended, or
precluded from membership for:
1
(a) By action of the Board for:
1.
Nonpayment of dues or fees
2.
Inactivity
3.
Violation of Articles, By-Laws, or League Rules
(b) By action of the membership or Board for:
4.
Causing or attempting to cause harm to the corporation’s good name or
reputation by any act or action taken to discredit or harm WAGSL.
Members or the Board may determine by a two-thirds vote to censure
and revoke membership status, when, in the members’ sole discretion,
they find an act or action by a member is not consistent with the purpose
of WAGSL or interferes with the functions of WAGSL.
(Amended June 2015)
V.
D.
One half plus one of the member votes, as defined by the Articles, present at a
meeting, shall constitute a quorum.
E.
Voting rights of members are defined in Articles.
F.
Members shall designate a representative to cast the member votes in official
business of the corporation.
(Amended March 25, 1992)
Directors and Officers
A. The Officers of the Corporation shall serve as the Board of Directors of the
corporation.
(Amended March 25, 1992)
President
Vice President
Vice President for VYSA Members
Vice President for MSYSA Members
Secretary
Treasurer
Director of Rules and Discipline
Technical Coordinator
Division Structure Director
(Amended January 24, 2013)
B. The President shall appoint a Nominating Committee consisting of
representatives of members of the Association for the purpose of nominating
candidates for Officers who shall constitute the Board of Directors.
1. The Nominating Committee shall nominate candidate(s) for each
office. After securing the consent of the person(s) nominated, the
Committee shall immediately report their nominations to the Board of
2
Directors in writing, no later than May 15 unless a different deadline is
specified by the Board.
2. Additional nominations may be made upon written petition of a
member eligible to vote and with the attestation by the nominee of his
willingness to serve. Such petitions shall be submitted to the Chair of
the Nominating Committee.
3. No person may be a candidate in a WAGS election who has not been
nominated. To be an eligible candidate for a Board position, an
individual must be, or have been within the previous 10 years,
associated with a WAGS affiliated club, league or recreation
organization. No later than 60 days prior to the Annual Meeting, the
President shall appoint a Nominating Committee consisting of
representatives of WAGS for the purpose of nominating candidates for
office who shall constitute the Board of Directors
(Amended June 2015)
C. Corporate Officers will be elected by the membership at the last Annual General
Meeting of the spring league season by a simple majority of members present.
D. All Persons elected shall serve for a term of two years. The President, Treasurer,
Vice President for MSYSA Members, Director of Rules and Discipline, and
Division Structure Director will be elected in odd numbered years. The Vice
President, Vice President for VYSA Members, Technical Coordinator, and
Secretary shall be elected in even numbered years. The term of office of any
Officer shall not terminate until: (a) the installation of a successor; (b) the
effective date of his or her resignation submitted in writing to the Secretary of the
Board of Directors; (c) upon his or her death; or (d) upon removal from Office in
accordance with the provisions of these Bylaws. Officers and Directors may
succeed themselves without limitation.
(Amended June 2015)
E. Any member of the Board of Directors may be removed as a member of the
Board by majority vote of the Board for missing two (2) consecutive regularly
scheduled Board meetings or three (3) meetings in one year without a valid
excuse as determined by the Board. Removal from the Board constitutes removal
from Office
(Amended June 2015)
F. Directors/Corporate Officers may be removed by the members, two-thirds of all
member votes agreeing. No removal action may be taken without fourteen (14)
days’ prior written notice to all members.
G. Vacancies among the Corporate Officers shall be filled by majority vote of the
members present at the next AGM after the vacancy occurs. All vacancies among
the Board of Directors; however, occurring, may be temporarily filled by a
majority vote of the remaining Board of Directors, although the remaining Board
of Directors may be less than a quorum.
3
(Amended January 20, 2011)
H. Duties of the Corporate Officers
1. President – The president shall be the Chief Executive Officer of the
Corporation, shall oversee the implementation of all decisions of the
Board of Directors, shall preside over general and executive meetings,
shall be authorized to issue checks from WAGSL accounts (subject to
authorization and signature policies specified by the Board), and shall
appoint such committees as deemed necessary, shall act as the Board’s
representative in overseeing employees; and shall have such other
duties and powers as the Board of Directors may from time to time
prescribe or authorize.
(Amended June 2015)
2. Vice President – The Vice President shall, in the absence of the
President, perform the duties of the President with respect to general
meetings; shall be in charge of Risk Management, Referee Oversight,
Human Resources Duties and Obligations; shall be authorized to issue
checks from WAGSL accounts (subject to authorization and signature
policies specified by the Board) and shall assist the President, as
directed
(Amended January 24, 2013)
3. Vice President for VYSA Members – The Vice President for VYSA
Members shall, in the absence of the President and the Vice President,
perform the duties of the President with respect to general and
executive meetings; shall be authorized to issue checks from WAGSL
accounts (subject to authorization and signature policies specified by
the Board), and shall assist the President, as directed, as the WAGSL
Representative to VYSA.
(Amended January 24, 2013)
4
Vice President for MSYSA Members – The Vice President for
MSYSA Members shall, in the absence of the President, Vice
President, and Vice President for VYSA Members, perform the duties
of the President with respect to general meetings; shall be authorized to
issue checks from WAGSL accounts (subject to authorization and
signature policies specified by the Board), and shall assist the
President, as directed, as the WAGSL Representative to MSYSA.
(Amended January 24, 2013)
5
Secretary – The Secretary shall keep and maintain all corporate nonfinancial records, minutes, and other operational instruments, and
perform such administrative duties as directed by the President
(Amended January 25, 2009)
4
6. Treasurer shall prepare an annual financial report working in
conjunction with any CPA/accounting engaged by WAGSL for that
purpose, review and approve invoices for payment and on a monthly
basis, review expenses and report ongoing expenses to the President,
as well as perform other financial activities as directed by the
President.
(Amended January 24, 2013)
7. The Director of Rules and Discipline – The Director of Rules and
Discipline shall be responsible for the disposition of any situation
arising due to violation of the League Rules. The Director of Rules
and Discipline will appoint judiciary committees to hear all
interested parties on any such violation and impose penalties for such
violations as specified in the League Rules. The Director of Rules
and Discipline shall be responsible for maintaining a database of
disciplinary measures taken by the league, including sanctions for
game misconduct and other violations of the league’s rules.
(Amended January 25, 2009)
8. The Technical Coordinator– The Technical Director shall serve as a
representative of Club DOCs; shall be responsible to coordinate with
the state associations to host coach education courses throughout the
playing year and off-season shall be responsible to coordinate with
state associations to host referee education classes throughout the
playing year and off-season as well as perform other activities as
directed by the President.
(Amended January 24, 2013)
9. The Division Structure Director– the Division Structure Director
shall be responsible for periodic analysis of available data regarding
competition and club statuses and standings, and shall provide initial
recommendations of division structure to the President on an
annualized basis as well as perform other activities as directed
by the President.
(Amended January 24, 2013)
VI.
League Rules
The Membership shall adopt League Rules prior to the beginning of each season.
(Amended March 25, 1992)
VII.
General Meetings
General Meetings shall be held at the beginning of each League season, at the end of
the spring season, and at such times as the President deems necessary.
(Amended January 24, 2002)
VIII.
Board and Officer Meetings
5
A. The Directors/Corporate Officers, with a quorum of at least a majority being
present, may hold open meetings to facilitate the day-to-day operations of the
corporation. Meetings shall be held at such place as may from time to time be fixed
by resolution of the Board without further notice, or as may be specified in a notice
of the meeting. Special meetings may be called at any time by the Chair, or by
written request signed by three Directors and submitted to the Secretary, provided
written notice is duly served to each Director not less than two days before such
meeting. Meetings may be held at any time without notice if all the Directors are
present, or if at any time before or after the meeting those not present waive notice of
the meeting in writing. All actions taken at such meetings shall require a vote of the
majority of the officers present. Any action taken at such meetings shall be made
known to the membership at the next General Meeting and such decisions are subject
to approval of a majority of quorum.
B. Approval of the Board and ratification at the next General Meeting are required
for any capital expenditure of $25,000 or more.
C. Alternative Action. Any action required by law to be taken at a meeting, may be
taken without a meeting if consent in writing, setting forth the action so taken, is
signed by all of those entitled to vote with respect to the subject matter thereof.
D. Meetings Held In Whole or Part Through the Use of Telecommunications. Any
one or more Directors, Officers, or members of a committee may participate in a
meeting of the Board or committee by means of a conference telephone or other
telecommunications device which allows all persons participating in the meeting to
hear each other or to see in written form the words of the others (as may be
accomplished through the use of a telephone or computer conference) and such
participation in a meeting shall be deemed presence in person at such meeting.
(Amended June 2015)
IX.
Finances
A. The President will establish a committee each season to review the financial
records and condition of the corporation to make a report to the members.
B. No Team shall be allowed to play in WAGSL sponsored game unless all
WAGSL fees have been paid. A team that has committed to play may forfeit
fees if it fails to fulfill its assigned schedule.
C. No disbursement of league funds in payment of non-recurring expenses shall be
made unless authorized by the Treasurer.
(Amended January 25, 2009)
X. Emergency Powers
A.
In anticipation of or during an emergency such that a quorum of the corporation's
6
board of directors cannot readily be assembled because of some catastrophic event,
the board of directors may
1. Modify lines of succession to accommodate the incapacity of any director,
officer, employee, or agent;
2. Relocate the principal office, designate alternative principal offices or
regional offices, or authorize the officers to do so;
3. Provide notice of a meeting only to those directors whom it is practicable to
reach and may be given in any practicable manner, including by publication
and radio; and,
4. Deem one or more officers of the corporation present at a meeting of the board
of directors to be directors for the meeting, in order of rank and within the
same rank in order of seniority, as necessary to achieve a quorum.
B. Corporate action taken in good faith during an emergency under this section to
further the ordinary business affairs of the corporation binds the corporation; and may
not be used to impose liability on a director, officer, employee, or agent of the
corporation.
(Amended June 2015)
XL. Indemnification
Individuals who are made a party to a proceeding because they served or are serving
the Corporation as a director, officer, committee member, volunteer, partner, trustee,
or employee shall be indemnified to the extent they are successful, on the merits or
otherwise, in the defense of any such proceeding; and, may be indemnified if they
acted in good faith and reasonably believed their conduct in an official capacity was
in the corporation’s best interests, and that their conduct otherwise was not opposed
to the corporation’s best interests of the corporation; and that in any criminal
proceeding had no reasonable cause to believe their conduct was unlawful. Any such
indemnification shall be done only after complying with the provisions of the
Virginia Nonprofit Corporation Code regarding the process for making
determinations about indemnification and the advance of expenses. Individuals
adjudged liable for receiving a financial benefit they were not entitled to shall not be
indemnified.
(Amended June 2015)
X.
Amendment of the By-Laws
These By-Laws may be amended by a two-thirds vote of the quorum provided
written notice of the amendment was tendered by the Secretary to all members at
least fourteen (14) days prior to the General Meeting.
7