Bylaws
Bylaws
Code of By-Laws Of Westfield Youth Soccer Association, Inc. (WYSA)
Amended and Restated August 2008
ARTICLE I. IDENTIFICATION
Section 1.1 Name
The corporation shall be known as the WESTFIELD YOUTH SOCCER ASSOCIATION, INC., hereinafter referred to as WYSA.
Section 1.2 Registered Office and Other Offices
• The principal office of WYSA shall be located in Westfield Washington Township, Hamilton County, Indiana. The address of the resident agent of WYSA may serve as the address of the principal office of the corporation or as required by the Indiana Not Profit Corporation Act of 1991.
• Until the Board of Directors otherwise determines, the registered office of WYSA shall be the principal office of the corporation, but such registered office may be changed from time to time by resolution of the Board of Directors and need not be identical to the principal office of the corporation.
• WYSA may also have offices at such other places or locations within the State of Indiana as the Board of Directors may determine or the business of the corporation may require.
ARTICLE II. PURPOSE AND POWERS
Section 2.1 Type of Corporation
WYSA is formed as an educational and charitable organization within the meanings of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
Section 2.2 Primary Purpose
As outlined in the Articles of Incorporation, the purpose of the WYSA shall be to promote and administer the game of soccer for the youth of the Westfield and Westfield Washington Township. To accomplish this purpose, the WYSA shall:
a) Develop and encourage good sportsmanship in youth, parents, and coaches along with improved playing proficiency;
b) Provide an opportunity for youth of Westfield and Washington Township to play soccer in an environment of competition;
c) Promote interaction between the youth of Westfield and Washington Township and youth of other communities by encouraging and assisting in the development of programs, leagues and teams in Westfield and other communities;
Section 2.3 Additional Purposes
Beyond the primary purpose and methods outlined in Section 2.2 of these By-Laws, WYSA may, from time to time, adopt other such purposes and methods so long as they are not to be found in direct conflict with the original chartered purpose. In this allowance, WYSA shall:
a) Strive to develop programs which serve all players, regardless of age, skill level, or residency, and foster an environment of fun, fitness, development, understanding and love of the game of soccer in players, parents, coaches and referees;
b) Conduct activities exclusively within the purview and perform any other purpose which nonprofit corporations are authorized under the Indiana Nonprofit Corporation Act of 1991, Indiana Code §§ 23-17-1-1 et seq. (hereinafter referred to as the “Act”), and of Section 501(C)(3) of the Internal Revenue Code or the corresponding sections of any future federal tax code.
Section 2.4 Powers
• WYSA shall have all of the general rights, privileges, immunities and powers conferred upon corporations created by the Act, but shall be limited to the exercise of only such powers as are in furtherance of the purposes outlined in Sections 2.2 through 2.3 of these By-Laws and the activities permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code.
• Subject to any limitations or restrictions imposed by the Act, or other applicable law, WYSA shall have the general rights, privileges, and powers as outlined in the WYSA Articles of Incorporation.
Section 2.5 Limitations of Activities
• WYSA shall not possess the power to engage in activities for the purpose of or resulting in pecuniary remuneration to its members as such to avoid conflict of interest.
• This provision shall not prohibit: a) fair and reasonable compensation to members for services rendered b) WYSA from charging a fee for services rendered c) WYSA from charging a fee for admission to any presentation it may make d) other undertakings so long as funds so raised do not inure to the profit of its members.
Section 2.6 Conflict of Interest
The authority to determine conflict of interest shall rest with the Board of Directors. Generally, no Board member may financially gain as a result of any activity of the Board, or be associated with any company or organization contracting or doing business or potentially in conflict with WYSA in any form, unless the Board member has provided full written disclosure and received exemption by a two-thirds (2/3) vote of the Board prior to the transaction.
ARTICLE III MEMBERS AND MEMBERSHIP DEFINED
Section 3.1 Classes
• WYSA shall have three (3) classes of members as outlined in the Articles of Incorporation.
• All members shall have the rights, privileges, duties, liabilities, limitations and restrictions as outlined herein below.
• WYSA shall not discriminate against any individual on the basis of race, color, religion, age, sex, national origin, disability, sexual orientation, or any other legally protected characteristic.
There shall be three (3) classes of members:
a) Player Member - A youth who is registered as a primary player on a team sanctioned by WYSA for all or part of a season;
b) Adult Member - The legally responsible parents or legal guardians of a Player Member;
c) Associate Member - A person who duly represents the WYSA in any manner.
Section 3.2 Class Definitions Expounded
For purposes of these By-Laws:
• The term “Player Member” shall also include any adult Player Member who is registered on a team sanctioned by WYSA;
• The term “Associate Member” shall include any adult who is elected or appointed and qualified including: any Director, Committee Chair, or Committee member for the current WYSA seasonal year;
• There shall be no set requirement that Associate Members have an eligible or participating Player Member in WYSA to be eligible for applicable membership as defined in Section 3.1 of these By-Laws.
Section 3.3 Eligibility and Qualifications on Membership
• Membership qualifications shall be set by WYSA and include timely payment of set dues, fees and assessments as determined by the Board of Directors.
• The Board of Directors may, in its sole and absolute discretion, waive or cause to be waived or approve scholarship assistance of any dues, fees or assessments, in whole or in part, in cases of financial hardship. Such waiver of fees or scholarship assistance, in lieu of payment of set fees may not exclude a Player Member or the respective Adult Members from normal membership rights and privileges.
• All members of WYSA shall adhere to these By-Laws, policies and procedures of WYSA, Indiana Youth Soccer (IYS), United States Youth Soccer (USYS) and United States Soccer Federation(USSF),as applicable, and the WYSA Code of Conduct.
• Additional membership qualifications by class shall require that:
a) Player Members be properly registered with the appropriate governing body of US Youth Soccer or US Soccer as a primary player on a WYSA team;
b) Adult Members include parents or guardians who have at least one (1) minor child who participates as a Player Member. A “parent or guardian” for the purposes of these By-Laws, shall include any parents or legal guardians of any child who does currently participate or has participated within the last calendar year as a Player Member;
c) Associate Members be elected, appointed and qualified, as applicable, by WYSA for the current seasonal year.
Section 3.4 Restrictions and Limitations on Membership
• WYSA shall have complete and final jurisdiction over all soccer activities involving its members and as such shall sanction all such soccer play.
• Memberships are not transferable.
Section 3.5 Forfeiture of Membership Rights
Any WYSA member who fails to comply with the Code of Conduct, other club or league policy, or these By-Laws shall forfeit his or her membership and any and all rights and interests in and to WYSA, if the Board of Directors by majority vote so determines.
Section 3.6 Maintenance of Membership List
• The official WYSA membership list shall be maintained and updated by the WYSA Registrar.
• The membership list shall be kept confidential and may not, in whole or part, be released or used for any purpose, except as expressly approved and directed by the Board of Directors.
Article IV MEMBERSHIP MEETINGS
Section 4.1 Annual Membership Meeting
• The Board of Directors shall determine the date, time and location of the annual membership meeting.
• The purposes of the annual meeting shall be to elect Directors of WYSA, consider reports of the affairs of WYSA, and transact such other business as may be brought before the meeting.
Section 4.2 Special Membership Meeting
• Special membership meetings may be called by the President and shall be called when ordered either by the Board or by a resolution of the membership.
• Special membership meetings may also be called if the Secretary or Board of Directors is presented with a written petition signed by 5% of all voting members for the purpose of taking any action which is permitted to be taken by the members under the Indiana Nonprofit Corporation Act of 1991, I.C. 23-17-1-1 et seq., (the “Act”). The petition must state the purpose of the meeting and any business transacted shall be limited to the purpose or purposes stated herein.
Section 4.3 Place of Meetings
The Board of Directors may designate any place within Westfield or Washington Township as the place of any meeting of the membership or Board of Directors.
Section 4.4 Notice for Annual and Special Membership Meetings
• Notification of annual and special membership meetings (date, time, place and purpose) shall be given in writing by the Secretary to the voting members at least thirty (30) days prior for annual meetings and fourteen (14) days prior for special membership meetings.
• The Board shall determine the methods of notification which may include: mail, electronic mail (e-mail), internet posting on the WYSA official website, newsletter, newspaper notice, or posting at the playing fields of WYSA, as deemed appropriate for the purpose stated.
• If such notification is in the form of mail, electronic mail or newsletter, such notices shall be addressed to the membership according to the records of the official membership list as maintained by the Registrar at the close of business on the day prior to mailing.
Section 4.5 Waiver of Notice
A member’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting unless stated at the beginning of the meeting, the member objects to holding the meeting.
Section 4.6 Voting Rights of the Membership
• Subject to any specific restrictions imposed by law or the Articles of Incorporation, the voting rights shall be one vote cast on behalf of each Player Member by a representative Adult Member for each question to be decided by the membership.
• In accordance with the Articles of Incorporation, Player Members and Associate Members shall not hold membership voting rights except in such case as they shall also qualify as an eligible Adult Member as outlined in Section 3.1 of these By-Laws.
• If there is any dispute regarding which parent or legal guardian shall exercise the Adult Member voting privilege on behalf of the Player Member, the vote shall not be cast until the matter is resolved by agreement of all concerned parties or by court order. WYSA shall not be made a party to any proceedings seeking such court order.
Section 4.7 Limitations on Membership Voting Rights
In no circumstance may any individual cast more than one (1) vote for each question to be decided by the membership, except as allowed under Section 4.6 as an Adult Member voting on behalf of multiple Player Members.
Section 4.8 Voting By Proxy
Voting by proxy is not permitted.
Section 4.9 Quorum for Membership Meetings
A quorum for voting purposes at any meeting of the membership shall consist of at least fifty (50) votes cast on behalf of Player Members by representative Adult Members.
ARTICLE V. BOARD OF DIRECTORS
Section 5.1 General Powers, Duties and Limitations
• The business, property and affairs of WYSA shall be managed and controlled by the Board of Directors (also referred to as the Board) and, subject to such restrictions, if any, as may be imposed by law, the Articles of Incorporation or these By-Laws, the Board, may, and is fully authorized to, do all such lawful acts and things as may be done by WYSA.
• Specifically, the Board of Directors shall oversee the day-to-day operations of WYSA, approve all Director appointed by the President, and hear and rule on appeals from decisions made by Standing or Special Committees or by the Commissioner(s).
• Notwithstanding, WYSA decisions regarding Amendment to the Articles of Incorporation or these By-Laws, merger, acquisition, consolidation, reorganization, voluntary dissolution, affiliation of WYSA or capital fund campaigns shall only be made final by the Board with a two-thirds (2/3) majority approval vote.
Section 5.2 Number of Directors
• The number of Directors (which shall constitute the full Board of Directors) shall consist of a minimum of five (5) and a maximum of seventeen (17) members, which includes the Officers of WYSA, Directors, Commissioners and the chairpersons of the Standing Committees.
Section 5.3 Quorum
A majority of the members of the board of directors shall constitute a quorum.
Section 5.4 Composition of Directors
The Board of Directors shall consist of the following eligible members as defined in the WYSA Governance Rules.
• Four (4) Regular Directors:
One Member representative of boys travel soccer,
One Member representative of girls travel soccer,
Two Member representatives of recreational soccer,
• Three (3) At-Large Directors
• Eight (8) Appointed Directors who will serve as Chairpersons of Standing Committees or Commissioners including:
Marketing Committee Chairperson,
Operations Committee Chairperson,
Player and Staff Development Chairperson,
General Referee Commissioner (Assignor),
General Recreational Commissioner,
Travel League Commissioner
Section 5.5 Voting Rights for Directors
The voting rights for elected, appointed and qualified Directors shall be one (1) vote cast per Director for each question to be decided by the Board of Directors.
Section 5.6 Limitations on Voting Rights of Directors
• In no circumstance may any Director cast more than one (1) vote for each question to be decided by the Board, regardless of the number of elected positions, appointments, Offices, etc. held at the time of the vote.
• In accordance with the Articles of Incorporation, Directors shall not hold membership voting rights except in such case as they shall also qualify as an eligible Adult Member as outlined in Section 3.1 of these By-Laws.
Section 5.7 Conflict of Interest Policy
No Director shall vote on a question in which he or she has a direct personal or pecuniary interest not common to other members of the organization. The Board of Directors shall have the authority to decide which matters constitute a potential conflict of interest for any Director on any given question before the Board.
Section 5.8 Resignation or Removal of Directors
• Any Director may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary of WYSA. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt.
• Any Director may be removed, either with or without cause, as provided by law, at the annual meeting of the membership if the meeting notice so states that one of the purposes of the meeting is removal of a Director, or at any special meeting of the membership, or directly by a majority vote of the Board of Directors in office at any regular or special meeting.
• Any Director missing three (3) consecutive regularly scheduled Board of Directors meetings or fifty percent of the regularly scheduled Board meetings in any preceding twelve (12) months shall be deemed to have immediately resigned as a member of the Board.
Section 5.9 Vacancies
Any vacancy occurring on the Board of Directors caused by removal, resignation, death or other incapacity, or an increase in the number of Directors, may be filled by a majority vote of all the Directors remaining in office. The newly-elected Director shall serve until the expiration of the term for which the Director’s predecessor was elected.
Section 5.10 Compensation of Directors
The Directors as such, and as members of any Standing or Special Committee, shall serve without compensation, but may be reimbursed for any reasonable out-of-pocket expenses incurred in performance of his or her duties as Directors or committee members. Nothing herein contained shall be construed, however, to preclude any director from serving WYSA in any other capacity and receiving reasonable compensation as fixed by the Board of Directors.
Section 5.11 Personnel
The Board may employ personnel to further the goals and objectives of the WYSA.
Section 5.12 Ex-Officio Board Members
The Board of Directors may designate ex-officio, non-voting members to the Board. If the Incumbent President is not elected to the Board of Directors he may serve as an ex-officio, non-voting member.
ARTICLE VI. OFFICERS
Section 6.1 General
• The officers of WYSA, who shall also be Directors, shall include a President, Vice President, Secretary, Treasurer, Financial Officer, Registrar and Sergeant at Arms.
• Each officer shall have the power and authority to perform the duties set forth in these By-Laws or, to the extent consistent with these By-Laws, the duties prescribed by the Board of Directors and as prescribed by parliamentary authority adopted by WYSA.
• While officers shall also serve as Directors, at no time shall any individual hold more than one (1) vote on the Board of Directors.
Section 6.2 Eligibility and Election of Officers
• Immediately following election and qualification of Directors at the annual membership meeting as outlined in WYSA Governance Rules, the Board of Directors shall meet and elect officers from the eligible Directors.
Section 6.3 Tenure
The term of office for all officers shall be one year, or until successors are elected.
Section 6.4 Resignation and Removal of Officers
• Any officer may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary.
• Unless otherwise specified in such written notice, such resignation shall take effect upon receipt.
• Any officer may be removed, either with or without cause, by a majority vote of the Directors at any regular or special meeting of the Board.
Section 6.5 Vacancies
• Any vacancy occurring in any office as caused by removal, resignation, death or other incapacity, shall be filled from eligible Directors, as outlined in Section 6.2 of these By-Laws, by the Board at any regular or special meeting.
• The newly-elected officer shall serve until the expiration of the term for which the officer’s predecessor was elected.
Section 6.6 Powers and Duties of Officers
Section 6.6.1 President
The President shall:
a) Be the chief executive officer of the corporation and shall direct the policies and management of the WYSA;
b) Implement all orders and resolutions of the Board of Directors;
c) Act subject to the orders of the Board and not in direct conflict with the orders of the Board;
d) Preside at all meetings of the members and the Board of Directors;
e) Serve as or appoint:
1. A representative for the WYSA in meetings concerning soccer with other organizations;
2. An advisor to the Board for the year following term of office;
3. Perform such other duties as may be delegated to the office.
Section 6.6.2 Vice President
The Vice President shall:
a) Assist the President in the duties of that office;
b) In the absence of the President or in the event of the President’s inability or refusal to act, exercise the powers and perform the duties of the President;
c) Serve as chairperson of the Rules Committee;
d) Perform such other duties as may be delegated to the office.
Section 6.6.3 Treasurer
The Treasurer shall:
a) Be entrusted with the receipt, care, and disbursement of funds;
b) Maintain a correct and complete record of the accounts showing accurately at all times the financial condition of WYSA;
c) Act as the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of WYSA;
d) Immediately deposit all funds coming into his/her hands in a bank insured by the FDIC and approved by the Board of Directors;
e) In conjunction with and oversight by the Finance Committee, render to the proper officers or the Board of Directors written financial reports at least monthly or as requested and at the annual meeting of the membership;
f) Serve as Chairperson of the Scholarship Committee.
g) Perform such other duties as may be delegated to the office.
Section 6.6.4 Secretary
The Secretary shall:
a) Keep or cause to be kept a true and complete record of the proceedings of meetings of the members and the Board of Directors;
b) Attend to the giving and serving of all notices;
c) Perform such other duties as may be delegated to the office.
d) Serve as the Director of Operations for the official website of WYSA.
Section 6.6.5 Financial Officer
The Financial Officer shall:
a) Establish the Annual Budget for WYSA.
b) Establish and maintain financial policies and procedures for WYSA.
c) Be responsible for reporting the financial status of WYSA at the monthly Board meetings.
d) Serve as Chairperson of the Finance Committee.”
Section 6.6.6 Registrar
The Registrar shall:
a) Serve as Travel Registrar
b) Arrange for proper registration of all Travel Members.
c) Arrange for the proper registrations of all WYSA Recreational Members d) Maintain the official WYSA member list.
e) Perform such other duties as may be delegated to the office.
Section 6.6.7 Sergeant at Arms
The At Large Director shall:
a) Serve as chairperson of the Nomination Committee
b) Be responsible for drafting and maintaining the WYSA Governance Rules
c) Be responsible, along with the President, the proper adherence to Robert’s Rule of Order at all meetings.
d) Perform such other duties as may be delegated to the office.
ARTICLE VII MEETINGS AND ACTIONS OF BOARD OF DIRECTORS
Section 7.1 Annual Meetings
The Board of Directors annual meeting shall be held, without notice, immediately following and at the same place as the annual meeting of the members, for the purpose of organizing the Board, electing officers, and transacting such other business as may come before the meeting.
Section 7.2 Regular Board of Directors Meetings
A regular meeting of the Board of Directors shall be held on the second Thursday of each month, unless otherwise determined by the Board. If such day is a legal holiday, then the meeting will be moved to the following Thursday, or at such time and date as the Board may designate.
Section 7.3 Special Meetings of the Board of Directors
• Special meetings of the Board may be called by the President or shall be called upon the written request of four (4) members of the Board. Except in case of emergency, at least three (3) days notice of a special Board meeting shall be given to the Board members.
• Special Board meetings involving business limited to only one or several teams shall be called upon written request of a majority of the Adult Members from the team(s) involved. These limited special Board meetings cannot deal with business that would affect or could be affected by members from team(s) not involved in the meeting.
Section 7.5 Quorum
A majority of the members of the board of directors shall constitute a quorum.
Section 7.6 Action by Consent
Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if prior consent to such action is approved by a majority of the members of the Board or such committee, as the case may be, and such approval is filed with the minutes of the proceedings of the Board or the committee.
ARTICLE VIII COMMISSIONERS AND PANEL OF COACHES
Section 8.1 Powers and Duties
• Once appointed and approved, all Commissioners shall have the power and authority to perform the duties set forth in these By-Laws, to the extent consistent with these By-Laws, and the duties prescribed by the Board of Directors.
• Commissioners shall make a regular monthly report to the Board of Directors and their decisions subject to appeal to the Board of Directors as outlined in Section 5.1 of these By-Laws.
• Each General Recreational and Travel Commissioner shall, for their area of responsibility:
a) Represent their panel of coaches before the Board of Directors;
b) Arrange for coaching clinics as necessary;
c) Represent the WYSA at meetings of each team’s league;
d) As applicable, maintain team playing schedules and regular practice schedules (date, time, and place);
e) In cooperation with any applicable committees and subordinate commissioners, act as the primary
contact for and make all such decisions regarding the management of their respective leagues;
f) Perform such other duties as may be delegated to the position.
Section 8.2 Travel League Commissioner
• Subject to the Board’s final approval, the President shall appoint one Commissioner for the WYSA Travel Program, also known as Westfield Select Soccer club. Once approved, the Travel League Commissioner will serve a one year term as an Appointed Director on the Board.
• The Travel League Commissioner, along with the Director of Coaching and the Player and Staff Development Committee, shall oversee all aspects of the Westfield Select Soccer Club Travel Program.
• The Travel League Commissioner may appoint a Commissioner-In-Training, but this person will not have voting rights unless specifically delegated and approved in writing by the Board of Directors.
Section 8.3 General Recreational League Commissioner
• Subject to the Board’s final approval, the President shall appoint one General Recreational Commissioner for the WYSA Recreational League. Once qualified, the General Recreational Commissioner will serve a one-year term as an Appointed Director on the Board.
• The General Recreational Commissioner may appoint one (1) age group commissioner for each division and age group, boys and girls, as is represented in the WYSA Recreational League. These age group commissioners will serve at the pleasure of the General Recreational Commissioner and shall not have voting rights on the Board.
• The General Recreational League Commissioner may appoint a Commissioner- In-Training, but this person will not have voting rights on the Board unless specifically delegated and approved in writing by the Board of Directors.
• The General Recreational League Commissioner shall oversee all aspects of the WYSA Recreational Youth Soccer Program.
Section 8.4 General Referee Commissioner
• Subject to the Board’s final approval, the President shall appoint one (1) General Referee Commissioner. Once qualified, the General Referee Commissioner will serve a one-year term as an Appointed Director on the Board.
• The General Referee Commissioner may, as needed, appoint other referee or game assignors to assist with the education and coordination of referees and the scheduling of games. These referee assignors or game assignors will serve at the pleasure of the General Referee Commissioner and shall not have voting rights on the Board.
• The General Referee Commissioner may appoint a Commissioner- In-Training, but this person will not have voting rights on the Board unless specifically delegated and approved in writing by the Board of Directors.
• The General Referee Commissioner shall, for their area of responsibility:
a) Represent the panel of referees before the Board of Directors;
b) Arrange for referee clinics;
c) Maintain a list of eligible referees;
d) Coordinate a game schedule with commissioners, and maintain a field schedule;
e) Represent the WYSA at meetings of the Indiana State Referee Committee.
Section 8.6 Vacancies
• Any vacancy occurring in the Boys’ Travel, Girls’ Travel, General Recreational or General Referee Commissioners as caused by removal, resignation, death or other incapacity shall be filled by presidential appointment and qualification by the Board at any regular or special meeting as outlined in the WYSA Governance Rules.
• If there is such properly-trained and willing Commissioner-In-Training to fill the vacated position, he or she must still be formerly appointed and qualified as a Director to that position.
• The newly appointed and approved Commissioner shall serve until the expiration of the term for which the Commissioner’s predecessor was elected.
ARTICLE IX COMMITTEES
Section 9.1 General
• The Board of Directors may create one or more committees in addition to the Standing Committees set forth below.
• Other committees may be formed for specific need and disbanded upon completion of its work.
• The Board shall appoint at least one (1) member of the Board of Directors to serve on any such committee (including all Standing Committees) and represent its interests in matters of the Board.
• Committees shall report as directed to the Board of Directors.
Section 9.2 Powers and Authority
• Committees shall exercise authority and hold only such powers as specifically outlined in these By-Laws and approved by the Board of Directors.
• However, a committee cannot, without final and written approval by the Board, do the following:
a) Solely authorize distributions;
b) Solely approve the dissolution, sale, pledge, or transfer of WYSA, its shares, interest or assets;
c) Solely elect, appoint or remove Directors or fill vacancies on the Board of Directors;
d) Solely adopt, amend or repeal Articles of Incorporation or By-Laws.
Section 9.3 Committee & Sub-Committee Chairs
• With the exception of the Executive Committee, Finance Committee, Rules Committee and the Nominations Committee, all committee chairs shall be appointed and qualified as outlined in Section 5.4 of these By-Laws and as defined in the WYSA Governance Rules.
• While committee co-chairs may be named for any committee, only one (1) primary chairperson shall hold and exercise the rights and responsibilities of the Appointed Director for that committee chair at any time.
• In all matters, committee chairs shall represent the mutual voting interests and opinions of their respective committees.
• Sub-committee chairs shall be appointed by and serve at the pleasure of their respective committee chairs.
• All committee and subcommittee chairs are required to hold a meeting of their respective committee or subcommittee at least once per quarter.
• All committee chairs are required to report directly to the Board of Directors during a Board Meeting at least once per quarter.
• All subcommittee chairs are required to report directly to their respective committee chairs at least once per quarter. These reports will then be reported to the Board of Directors during a Board Meeting.
• All committee and subcommittee chairs are required to keep a current roster of committee/subcommittee members (including names and contact information). The Secretary of WYSA should maintain copies of these rosters and the committee and subcommittee chairs must inform the Secretary of any changes to the rosters as they occur.
• Failure to meet, make reports or keep current rosters may result in the committee or subcommittee chairs being removed and replaced by the Board of Directors as outlined in Sections 5.8 and 9.3 of these By-Laws.
Section 9.4 Selection of Committee Members, Sub Committee Members & Tenure
• All committee and sub-committee members must be Adult Members or Associate Members in good standing with WYSA.
• Except as otherwise provided in these By-Laws, committee and sub-committee members are selected by and serve at the pleasure of the respective committee chairs.
• Any committee or subcommittee member may resign at any time by delivering written notice to the chairperson of their respective committee. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt.
Section 9.5 Quorum at Meetings of Committees and Sub Committees
Except as otherwise provided in these By-Laws or in the respective committee charter as submitted and approved by the Board, a quorum at any meeting of a committee or sub-committee shall consist of a majority of the members on the committee or sub committee.
Section 9.6 Standing Committees
WYSA shall have the following Standing Committees:
a) Executive Committee
b) Finance Committee
Sub Committees reporting to and represented by Finance Committee include:
Fundraising Committee
Tournament(s) Committee
Concessions Committee
c) Operating Committee
Sub Committees reporting to and represented by Operating Committee include:
Uniform Committee
Facilities Management Committee
Picture Committee
e) Staff & Player Development Committee
Sub Committees reporting to and represented by the Staff and Player Development Committee include:
Administrative Relations Committee.
f) Rules Committee
Subcommittees reporting to and represented by the Rules Committee include:
Risk Management Committee
g) Nominations Committee
h) Marketing Committee
Subcommittees reporting to and represented by the Marketing Committee include:
Sponsorship Committee
Communications Committee
Advertising and Public Relations Committee
i) Scholarship Committee
Section 9.7 Duties and Scope of Standing Committees
Section 9.7.1 Executive Committee
The Executive committee consisting of the President, Vice President, Treasurer, Secretary, Financial Officer, Registrar and Sergeant-At-Arms shall:
a) Be chaired by the current President of the Board;
b) Prepare a report to be presented to the membership at the Annual General Meeting;
c) Assist the President in conducting the business of the WYSA;
d) Only have such authority as authorized by the Board.
Section 9.7.2 Finance Committee
The Finance Committee shall:
a) Be chaired by a qualified Director, who shall also serve as the WYSA Financial Officer.
b) Submit a budget for the operation of the WYSA annually and as ordered by the Board;
c) Review the Treasurer’s accounts throughout the course of the year and at the end of the fiscal year;
d) Oversee all fundraising activities necessary to meet the WYSA goals;
e) Represent the interests of and oversee the operations of sub committees which generate income for WYSA including: the Fundraising Committee, Picture Committee, Tournament Committee and Concessions Committee;
f) Include the WYSA Treasurer as an ex-officio member of the Finance Committee.
Sub Committees of the Finance Committee shall have the following purposes:
a) The Fundraising Committee shall coordinate all fundraising activities;
c) The Picture Committee shall coordinate all photography events;
d) The Tournament Committee shall plan, organize, and oversee all WYSA tournaments;
e) The Concessions Committee shall maintain all aspects of concession activities.
Section 9.7.3 Operations Committee
• The Operations Committee shall include, but not be limited to one (1) recreational age-group commissioner for each gender and age group as represented in WYSA and the primary manager of each WYSA travel team.
• Each recreational age-group commissioner shall be entitled to a number of votes on the committee that is equal to the number of teams active in his or her respective division for the most recent or present playing season.
• Each primary travel team manager shall be entitled to one (1) vote on the committee.
• Every other member in good standing of the committee shall be entitled to one (1) vote on the committee.
The Operations Committee shall:
a) Be chaired by a qualified Appointed Director, who is not a Commissioner or Commissioner In-Training of Boys’ Travel, Girls’ Travel, or General Recreation. The Operations Committee Chairperson shall also act as a manager of the managers in disseminating information and assisting the Travel Commissioners in administrative, organizational and communication areas as directed.
b) Advise, assist and support the Board and Commissioners in the daily operations of the leagues as directed;
c) Represent the interests of and oversee the operations of the Uniform, Facilities Management and Picture Sub Committees;
c) Include the Boys Travel, Girls Travel, General Recreational and General Referee Commissioners as ex-officio members of the Operating Committee.
Sub Committees of the Operations Committee shall have the following purposes:
a) The Uniform Committee shall be responsible for researching, securing bids, selecting, ordering and issuing of all uniforms for recreational and travel teams, subject to final approval by the Board of Directors;
b) The Facilities Management Committee shall be responsible for grounds maintenance, research, budget and secure bids for field maintenance and expenses. The Facilities Management Committee shall also be responsible for the WYSA Land Procurement strategy.
c) The Picture Committee shall coordinate all photography events.
Section 9.7.4 Marketing Committee
The Marketing Committee shall:
a) Be chaired by a qualified Appointed Director;
b) Oversee all aspects of marketing, advertising and public relations for WYSA.
Sub Committees of the Marketing Committee shall have the following purposes:
a) The Sponsorship Committee shall coordinate all team and tournament sponsorships and shall actively pursue corporate sponsorships for the club.
b) The Communications Committee shall inform the membership through newsletters and website of current WYSA soccer-related activities and Board actions.
c) The Advertising and Public Relations Committee shall inform the community of WYSA accomplishments and activities.
Section 9.7.5 Scholarship Committee
The Scholarship Committee shall:
a) Be chaired by a qualified Director who shall also serve as the WYSA Treasurer.
b) Shall set scholarship policies and procedures, review applications and authorize scholarship disbursements for all recreational and travel soccer players in the WYSA program.
Section 9.7.7 Staff and Player Development Committee
The Staff and Player Development Committee shall:
a) Be chaired by a qualified Appointed Director;
b) In cooperation with the Commissioner(s) and/or Director(s) of Coaching, as applicable, research, develop and maintain a comprehensive curriculum to encourage player development and proficiency at all ages and abilities.
c) Develop and implement a process to evaluate and track player development and matriculation
d) In cooperation with the Commissioner(s) and/or Director(s) of Coaching, as applicable, set minimum coaching requirements in accordance with IYS, organize coaching education clinics, and assist in the candidate search, interview, and hiring of coaching staff.
e) Develop and implement a process to evaluate coaching staff strengths and weaknesses
f) In cooperation with the Commissioner(s) and/or Director(s) of Coaching, as applicable, plan, organize, execute, and periodically evaluate the Travel program tryout process.
g) Actively promote and strive to increase interest, understanding and participation in the game of soccer in Westfield and the community.
Sub Committees of the Staff and Player Development Committee shall have the following purposes:
(a) The Administrative Relations Committee shall be charged with any issues affecting coaching, contracts or staff compensation that falls under the Staff and Player Development Committee.
(b) No committee member of the Administrative Relations Committee shall hold a paid position within WYSA.
Section 9.7.8 Rules Committee
The Rules Committee shall:
a) Be chaired by a qualified Director who shall also serve as the WYSA Vice President;
b) Recommend playing and conduct rules to be followed by the members and settle all internal disputes pursuant to the rules adopted by the WYSA.
Sub Committees of the Rules Committee shall have the following purposes:
a) The Risk Management Committee shall work in cooperation with other committees, the Board, and Indiana Youth Soccer to protect WYSA’s human, financial, and goodwill assets and resources through the practice of effective Risk Management. The Risk Management committee shall identify and implement policies and procedures designed to minimize risk to players, volunteers, paid personnel, spectators, and WYSA. With IYS, the Risk Management Committee shall coordinate and conduct required criminal history background checks on all WYSA members who come into regular contact with children and make applicable decisions on the basis of those results. The Risk Management committee shall maintain and update the WYSA insurance and liability policies. The Risk Management committee shall also review WYSA waivers of liability for all regular and tournament play.
Section 9.7.9 Nominations Committee
The Nominations Committee shall:
a) Be chaired by the Sergeant of Arms who will also serve as an Officer of the Board;
b) Be responsible for accepting nominations, recommending a slate of Directors for the next election, and overseeing the election process.
c) Be responsible maintaining the WYSA Governance Rules.
ARTICLE X RECORDS AND EXECUTION OF DOCUMENTS
Section 10.1 Required Records
(a) The Corporation shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or Board of Directors without a meeting, and a record of all action taken by a committee of the Board of Directors on behalf of the Corporation.
(b) The Corporation shall maintain appropriate accounting records.
(c) The Corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order.
(d) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A member shall be entitled to copy and inspect any of the records described herein in accordance with pertinent provisions of the Indiana Code found in Section 23-17-1-1- et seq.
Section 10.2 Execution of Contracts and Other Documents
All contracts and agreements entered into by the WYSA and all checks, drafts and bills of exchange and orders for the payment of money, shall, unless otherwise directed by the Board of Directors or required by law, be signed by the President, or at his/her designation, another Officer.
Section 10.3 Financial Funds
The funds of the WYSA shall be used to further the purpose expressed in Article II of these by-laws. Funds shall be disbursed by the Treasurer upon approval of the Board of Directors by properly drawn check upon the deposits of the WYSA.
(a) Management of funds and monies, including bank accounts and contractual agreements, of this organization shall be the responsibility of the Board of Directors and all disbursements and obligations shall be approved by the Board of Directors.
(b) The President of the WYSA shall have the authority to authorize expenditures up to the amount of Two Hundred Fifty Dollars ($250.00) each month from the WYSA funds when it is not feasible to call a special meeting of the Board of Directors. A report of these expenditures shall be given at the next monthly meeting of the WYSA.
(c) The President will be listed on the signature card of the bank checking account in order to issue checks in the absence of the Treasurer.
(d) This Corporation is organized as a non-profit organization per Section 501(C)(3) of the Internal Revenue Code and no member shall have any legal or equitable ownership in any of its funds or property. In the event of the dissolution of the WYSA, any funds or property remaining shall be turned over to Indiana Youth Soccer, Inc.
(e) No substantial part of the activities of the corporation shall be for carrying on of propaganda or otherwise attempting or to influence legislation, and the corporation shall not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
(f) Any changes to the corporate entity, by merger, acquisition, dissolution, or other similar event, must be approved by at least 2/3 vote of the Board of Directors.
(g) Contractual Agreements: The WYSA Shall not borrow money or obligate the Corporation under any contractual agreement that exceeds $1000 or a length of time in excess of one year unless so directed by at least 2/3 vote of the Board of Directors. At least two officers’ signatures shall be required whenever action is to be taken to obligate the WYSA.
(h) Required Signatures: The Treasurer’s signature is required on all instruments to withdraw funds from the organization’s accounts. In absence of the Treasurer, the President may issue checks as authorized in this Section.
(i) All funds collected by the officers, members, or Board of Directors shall be deposited in an account(s) as approved by the Board of Directors.
(j) The Treasure of the WYSA shall pay by check all debts of the association within thirty (30) days after receipt or on approval by the Board of Directors.
(k) Total expenditures for operational and capital expenses cannot exceed approved total budgeted amount for the same without the approval of the Board of Directors.
Section 10.4 Official Policies and Procedures of WYSA
During an official meeting of WYSA, a Director, Committee Chair, Subcommittee Chair or Member of WYSA may move to create an Official Policy or Procedure. These policies will require a majority vote by the Board of Directors to become official and will require a 2/3 vote of the Board of Directors to change the policy in the future.
(c) Official Policies must be created using the Official Policy Format and must be submitted in writing to the President or Secretary of WYSA at least ten (10) days prior to such meeting.
(d) All Directors must receive a written copy for review of the proposed Policy or Procedure at least two (2) days prior to such meeting.
(e) Official Policies may pertain to any aspect of the daily operations of WYSA.
(f) Official Policies shall not be in conflict with the rules set forth previously by the WYSA By-Laws.
(g) Once a policy is accepted by the Board of Directors, it becomes official and all members of WYSA must adhere to it as outlined in Section 3.3 of these By-Laws.
(h) Approved Official Policies and Procedures shall be maintained by the Secretary of WYSA as addendums to the WYSA By-Laws and shall therefore be made public and accessible to every member of WYSA.”
ARTICLE XI FISCAL AND SEASONAL PLAYING YEARS
The fiscal year of the corporation shall coincide with the seasonal playing year as specified by USYSA, beginning the first day of July and ending the last day of June.
ARTICLE XII SEAL
The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Indiana”.
ARTICLE XIII PARLIAMENTARY AUTHORITY
Robert's Rules of Order Newly Revised, most recent edition, shall govern WYSA where applicable and in all cases where it is not inconsistent with Indiana law, these By-laws or any special rules of order WYSA may adopt.
ARTICLE XIV AMENDMENTS
Section 14.1 Articles of Incorporation
Subject to the provisions outlined in Section 5.1 of these By-Laws, WYSA reserves the right to amend, change or appeal any provision contained in the Articles of Incorporation in the manner now or hereafter prescribed by the provisions of the Act or any applicable law.
Section 14.2 By-Laws
Subject to the provisions outlined in Section 5.1 of these By-Laws, WYSA reserves the right to amend, change, alter, or repeal these By-Laws at any meeting of the Board of Directors. Proposed amendments or revisions must first be submitted in writing to the President or Secretary of the Board at least thirty (30) days prior to such meeting. All Directors must receive a written copy for review of any proposed By-Law change at least ten (10) days prior to such meeting.
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