By-Laws for Fort Atkinson Youth Wrestling Club, Inc.
By-Laws Passed April 30, 2002
Amended August 13, 2002
Amended effective September 1, 2005
Article I NAME
This organization will be known as Fort Atkinson Youth Wrestling Club Inc., located in Fort Atkinson, Wisconsin.
Article II LOCATION
The initial principal office of the corporation shall be N1562 Sheri Lane, Fort Atkinson, WI 53538, or such other location as determined by the Board of Directors.
Article III PURPOSE Section 1. The purpose of this organization is to provide an opportunity for young people to learn the sport of wrestling and compete in organized tournaments. Section 2. It will be the responsibility of the organization to: (A) Foster good sportsmanship. (B) Give instruction in strong fundamental competitive wrestling skills. (C) Promote and develop a good competitive spirit. (D) Develop a cohesive team unit. (E) Promote friendship and respect for others among wrestlers and members. Article IV MEMBERSHIP AND MEMBERS Section 1. Eligibility (A) Fort Atkinson Youth Wrestling Club, Inc. membership will be open to any persons without illegal regard to non-merit factors such as age, race, religion, disability, color, sex, national origin or other basis protected by law. (B) Any coach or parent of a wrestler of Fort Atkinson Youth Wrestling club, Inc. is automatically a member. Supporting membership can be granted to others by the Board of Directors. Section 2. Classification of Members (A) Parents of wrestlers are people whose child is officially enrolled into the program. (B) Coaches are the people who will provide leadership and training to wrestlers on a continuous basis throughout the wrestling season as a coach. (C) Supporting members are adults, who because of time or money commitments made to Fort Atkinson Youth Wrestling Club Inc., have been granted membership by the Board of Directors. Section 3. Voting Rights of Members (A) Members shall have no voting rights on any matter except as specifically set forth herein. (B) Any voting rights specified herein shall be exercised only by a designated Board of Directors member. (C) The only matters as to which individual members shall have any voting rights are as follows: Election and removal of directors and officers, the amount of dues to be paid, amendment of the Articles of Incorporation, and any other action required by Wisconsin Statute or elsewhere in these By-Laws. Section 4. Method of Voting; No Proxies
Each member, through its registered voting designate, may vote or execute consents in person only. No one may vote by proxy.
Article V MEETINGS Section 1. Annual Meeting (A) An annual meeting of the members shall be held during the month of June each year. Failure to hold the annual meeting shall not authorize the dissolution of the corporation. The Board of Directors shall provide a written report for distribution to the members present at the meeting. Section 2. Special Meetings
Special meetings of the members may be called by the President, the Board of Directors or one-quarter of the members entitled to vote at such meeting.
Section 3. Place of Meetings
Meetings of the members may be held at the principal office of the Corporation or at any other place deemed convenient by the President.
Section 4. Notices (A) Notice of any meeting of the members of the Corporation, in each case specifying the place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which it is called, shall be given to each member by delivering notice, by mail, not more than 30 days but at least two days before the time set for such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid and addressed to the member at such address as appears on the records of the Corporation. If sent by e-mail, such notice shall be deemed to be delivered upon execution of such message by the corporation’s secretary or any designated member to the address listed for the member in the records of the corporation. Notice may be waived in writing by any member attending a meeting; and the waiver shall appear in the minutes of the meeting. Section 5. Quorum; Action
Fifty percent (5/10) of the number of Board of Directors members shall constitute a quorum for the transaction of business. Every action taken by a majority of the members present at a duly held meeting at which a quorum is present shall be the action of the members, unless the law, the Articles of Incorporation of the Corporation, or these By-Laws requires a greater proportion.
Section 6. Adjournment
Any meeting of the members, whether annual or special, and whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the members present. Notice of the time and place of an adjourned meeting need not be given to absent members if said time and place are fixed at the meeting adjourned. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned.
Article VI TERMINATION; EXPULSION
A member may be expelled by an affirmative vote of two-thirds of the individual members entitled to vote on the matter.
Article VII MEMBER OBLIGATIONS
Members are required to work at events hosted by the corporation, participate as an officer, director or on a committee formed by the President or the Board of Directors. Participation in fund raising activities is mandatory unless excused. Any member not meeting such member obligations is subject to termination as stated herein.
Article VIII ANNUAL DUES AND WRESTLER FEES
Annual dues for wrestlers can be assessed each year by Fort Atkinson Youth Wrestling Club, Inc. Board of Directors. The purpose of the annual dues is to show a sincere interest in being an active participant in the program. It will also help in deferring some of the operating costs of the wrestling program.
Article IX ORGANIZATIONAL AND FISCAL YEAR
The organizational and fiscal year will run from September 1 to August 31.
Article X BOARD OF DIRECTORS Section 1. Duties
The principal duties of the Board of Directors will include the following:
(A) Authorize expenditures, within limits, fixed by the organization. (B) Act for the organization on all ordinary matters between meetings. (C) Supervise the work of the officers, coaches, committees, and those appointed to specific duties. (D) Be responsible for the operations of the Fort Atkinson Youth Wrestling, Club, Inc. (E) Approve memberships each season. (F) Organize fund raising activities. Section 2. Structure of the Board
The Board of Directors shall consist of:
(A) Four elected officers: President, Vice President, Secretary and Treasurer. (B) Directors appointed by the Board for the following positions: Registration Director, Equipment Director, Tournament Director and Fund Raising Director. (C) Three head coaches, Youth, Middle School & High School. Section 3. General Powers
The affairs of the corporation shall be under the care of and be managed by the Board of Directors and the Board of Directors shall have all other powers conferred by law, including the power to establish reserves.
Section 4. Number and Vacancies
The number of directors shall be not greater than Eleven (11), which number may be increased or decreased at the discretion of the directors by the amendment of these By-Laws. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, although this may be less than the required quorum.
Section 5. Term of Office
Members shall hold offices for a term of two years and until their respective successors are chosen. The Board shall designate not more than seven (7) directorships for election in even-numbered year and not more than seven (7) directorships for election in odd-numbered years.
Section 6. Resignation
Any director may resign his or her office at any time. Such resignation is to be made in writing, and it shall take effect from the time of its delivery to the Secretary, unless some other time is stated in the resignation.
Section 7. Quorum
A quorum at any meeting of the Board of Directors shall consist of a majority of the directors then serving. A majority of such quorum shall decide any questions that may come before the meeting.
Section 8. Order of Business
The order of business at any regular or special meeting of the Board of Directors shall be:
(A) Reading and disposing of the minutes of preceding meeting; (B) Reports of officers; (C) Reports of committees; (D) Unfinished business; (E) New business; and (F) Adjournment. Section 9. Number of Meetings
The Board of Directors shall meet as frequently as necessary with at least one meeting to be held after the wrestling season.
Section 10. Voting
Voting rights shall be granted to the following board members:
(A) The four elected officers. (B) Three head coaches. (C) The Directors: if a position is shared by two people, only one person may vote. Article XI OFFICERS Section 1. Term of Office (A) Elected officers: Each elected officer shall be elected to a two-year term of office. Elections shall be held on a rotating basis with odd years electing the President and Secretary and even years electing the President in Waiting. The officers may be re-elected. (B) Head Coaches: Head coaches are automatically appointed every year. Section 2. Election of Officers to the Board of Directors
Individuals from the general membership shall elect people for the officer positions on the Board of Directors. Those receiving the majority vote shall then become officers of the board. These elections shall take place at a meeting of the membership or distributed ballot. The elected officers may be coaches.
Section 3. Duties of the Officers (A) President. The president will be responsible to perform all duties common to such an office and assume any duties prescribed by the organization. The principal duties will include: (1) Call to order and preside at all meetings of the organization and the Board of Directors. (2) Appoint committees, serve as ex officio member of all committees and delegate committee responsibilities. (3) Organize and preside at all meetings of the general membership. (4) Supervise all fund raising activities. (B) Vice President. The principal duties include: (1) Serve in the absence of the president or any other officer. (2) At the end of each season, survey coaches to determine their needs for the next season. (3) Discuss concerns with parents of wrestlers concerning problems. If parents wish further action, have parents prepare a written complaint that will then be presented to the President for consideration by the Board of Directors. (C) Treasurer. The principal duties will include: (1) Prepare a yearly written budget to be presented to either the general membership or the Board of Directors. (2) Pay all bills of the organization in a prompt and efficient manner. (3) Prepare the records for an audit upon request from the board of Directors. (D) Secretary. The principal duties will include: (1) Keep a record of minutes of the Fort Atkinson Youth Wrestling Club, Inc. membership meetings and the meeting of the Board of Directors. (2) Prepare any written communication required by members of the Board of Directors. (3) Maintain all information on individual Wrestlers and oversee the signup, medical waivers, release of liability information and distribution of all USA Wrestling information including USA Wrestling cards and signup information. (4) Supervise major concession sales. (E) Registration Director (may be shared by two people). The principal duties will include: (1) Organize a registration day, which include placing a public notice in one of the local papers. (2) Conduct registration of wrestlers at the beginning of each wrestling season. (3) Maintain a record of the wrestlers. This includes keeping a file of birth certificates for the wrestlers, release of liability wavers and medical history forms. (4) Issue USA cards and maintain records. (5) Supervise committee for annual awards banquet. (F) Equipment Director. The principal duties will include: (1) Maintain an inventory of equipment. (2) Present to the Board of Directors a list of equipment needs before the beginning of each Wrestling season. (3) Keep existing equipment in good repair. (4) Issue equipment (shirts, singlet etc) and maintain record of distribution. (G) Tournament Director. The principal duties will include: (1) Oversee the activities of any tournaments held by the organization. (2) Notify all parents of wrestlers of tournament schedule for the year. (H) Fund Raising Director. The principal duties will include: (1) Oversee the annual ham sandwich sale and oversee any concession sales. (2) Recruit and organize any volunteers needed to run these events. (3) Obtain all of the materials (i.e. food, candy, condiments, wrapping materials etc. (I) Head Coaches. The principal duties will include: Article XII OFFICERS Section 1. Election
The Board of Directors immediately after their election at the annual meeting shall hold a meeting at which they, by majority vote, choose a President, a Vice-President, a Secretary and a Treasurer, and such other officers as they may deem necessary who shall hold their offices until others are chosen and qualified in their stead. The officers shall be elected to staggered terms in office. The initial President and Secretary shall have a two year term of office. The initial Vice-President and Treasurer shall have a one year term of office. Thereafter, at each annual meeting, vacancies shall be filled, including any office vacated prior to the expiration of a full two year term. If any office becomes vacant during the year, the Board of Directors shall fill the same for the unexpired term.
Said officers, and any other officers duly elected by the Board of Directors, shall have such further powers and duties as may be specifically prescribed by the Board of Directors.
Section 2. Removal by Members or Officers
An officer may be removed from office upon a vote at a special meeting for such purpose which receives the support of either two-thirds of the members or two-thirds of the directors. Upon the vote to remove, such office shall become immediately vacant and subject to appointment by the Board of directors.
Article XIII RESTRICTIVE ACTIVITIES AND DISSOLUTION Section 1. Restrictive Activities
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation. No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-Laws or the Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deducible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Section 2. Dissolution
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court of Jefferson County, 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 XIV AMENDMENTS
The Board of Directors may from time to time by vote of a majority of the Board, adopt, amend or repeal any and all of the By-Laws of this corporation, except the Directors shall have no power to amend Article V of these By-Laws.
Executed in duplicate this day of , 2005.