Bylaws

RICHLAND AREA ROTARY YOUTH SOCCER, INC.

ARTICLE I
NAME AND PURPOSE

Section 1. Name and Purpose. The name of this corporation is Richland Area Rotary Youth Soccer, Inc. and the purposes for which this corporation is formed shall be as provided in its Articles of Incorporation. The Corporation shall engage only in those activities permitted by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE II
MEMBERS

Section 1. Qualifications. The members of the Corporation shall be composed of players on the recreational soccer teams sponsored and assisted by the Corporation and the voting members of the Corporation as set forth in Section 4 below. Players may apply for membership, and such applications shall be considered by the Corporation, and granted or denied based on such non-discriminatory standards as the Corporation may establish and modify from time to time, in the discretion of the Corporation.

Section 2. Membership Dues and Classifications. The Board of Directors may establish by resolution, from time to time, classes of members and the fee required of each class of members.

Section 3. Voting. Except as provided in these Bylaws, the members shall have no right or authority to vote with respect to any business of the corporation. Whenever reference is made in the Bylaws to a vote by the members, or to a notification that must be given to the members, it shall be construed that such reference of vote or notice applies to the voting members only.

Section 4. Voting Members. Voting members of the Corporation shall consist of the adult volunteers who hold the several administrative committee chairperson positions as established and appointed by the Board of Directors from time to time, and the officers and directors of the Corporation. The initial voting members shall consist of the adult volunteers who held the following positions for the Fall 1998 Rotary Youth Soccer League season: Division Presidents, Commissioner, Registrar, and the Coordinators of Referees, Concessions, Public Relations, Field Preparation, Special Events, Fund Raising, and Expansion.

ARTICLE III
MEETINGS OF MEMBERS

Section 1. Annual Meetings. The annual meeting of the members of the Corporation shall be held on the first Monday in February of each year beginning in the year 2000, at such time and place as may be designated by the Board of Directors. At each annual meeting, the voting members shall elect those directors whose terms of office expire; and shall conduct such other business as is appropriate and necessary.

Section 2. Special Meetings. Special meetings of the members of the Corporation may be called by the President or the Board of Directors or upon a call of a quorum of the voting members of the Corporation. All calls shall be directed to the Secretary. No business may be transacted at a special meeting except as is set forth in the call for the meeting.

Section 3. Notice of Meetings. Notice of any special meeting of the Corporation shall be given by the Secretary to such voting members by regular mail at the address of such voting members as shown in the records of the Corporation, not more than thirty days nor less than three days before such meeting. The notice of any special meeting shall generally state the agenda of the business to be transacted at such meeting. Notice may be waived in writing by such voting members.

Section 4. Quorum of Voting Members. Attendance in person or by proxy of one-third of the voting members shall constitute a quorum of voting members for the transaction of any business of the Corporation.

Section 5. Informal Action by the Voting Members. Any action required or permitted by the Articles of Incorporation or these Bylaws or any provision of law, to be taken at a meeting of the voting members, may be taken without a meeting and without notice, if a consent in writing setting forth the action so taken shall be signed by the voting members with respect to the subject matter thereof.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. Powers and Responsibilities. The powers of the Corporation shall be vested in the Board of Directors, which shall have charge, control, and management of the property and affairs of the Corporation. Directors shall be elected by the voting members of the Corporation at the annual meeting as provided in Article II Section 4 of these Bylaws.

Section 2. Number. The Board of Directors shall consist of six members. When, because of death, resignation, retirement, or removal, there shall be less than six directors remaining, those remaining shall constitute the Board of Directors. Such vacancy(ies) shall be filled as soon as is reasonably possible.

Section 3. Qualifications. Any individual who supports the enumerated goals and policy objectives of the Corporation shall be eligible for election or re-election to the Board of Directors. If the Board of Directors created classes of membership, the election of one or more directors may be limited to the vote of one of the classes of members.

Section 4. Term. Subject to Section 5 hereof, each director shall hold office for a term of three years or until his or her successor has been elected. A director may be re-elected to membership on the Board. The term of office for the directors shall be staggered so that approximately one-third of the directors' terms expire each year. In the event of a change in the number of directors, the staggering of terms shall be preserved.

Section 5. Initial Directors. The following persons shall constitute the initial Board of Directors of the Corporation. The initial directors shall establish the staggering of terms as set forth in Section 4 hereof by designating that the terms of two of the initial directors shall expire in 2000, two shall expire in 2001, and two shall expire in 2002. Thereafter, each successive term shall be for a period of three years.
Kim W. Luckey 850 W. Parkview Drive Richland Center, WI
Maureen A. Smith 480 N. Central Avenue Richland Center, WI
Christopher G. Reedy 6427 Cty Hwy P Muscoda, WI
Larry G. Hallett 801 S. Fern Street Richland Center, WI
Laine K. Cronk 848 Summit Drive Richland Center, WI
Sandra A. Reetz 19366 Cty Hwy BR Richland Center, WI

Section 6. Voting Rights. Each director shall be entitled to one vote on all matters coming before the Board. There shall be no voting by proxy.

Section 7. Vacancies and Removal. Subject to the provisions of Section 4 hereof, the unexpired term created by any vacancy on the Board of Directors shall be filled by appointment by the remaining Board of Directors. A director so appointed to fill a vacancy shall be appointed in accordance with the qualifications set forth in Section 3 hereof. Any director may be removed from office, with or without cause, by the vote of the voting members.

ARTICLE V
MEETINGS OF DIRECTORS

Section 1. Annual Meetings. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the voting members beginning with the year 2000, at the principal offices of the Corporation, or such other place as the Board may designate. The Board shall meet for the purpose of organizing the Board, electing the officers of the Corporation and transacting such other business as may come before the Board.

Section 2. Regular Meetings. The Board of Directors shall hold regular meetings, at least as often as semi-annually, at the principal offices of the Corporation, or such other place as the Board may designate. No notice need be given if a regular meeting place and time is established.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called and held at any time upon the written request of the President or any two Directors. All calls shall be directed to the Secretary.

Section 4. Notice of Meetings. Notice of any special meeting of the Corporation shall be given by the Secretary to each Director by regular mail at the address of such directors as shown in the records of the Corporation, not more than thirty days nor less than three days before such meeting. The notice of any special meeting shall state as much as is practicable the agenda of the business to be transacted at such meeting. Such notice may be waived in writing by any director. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Quorum. A majority of the number of directors fixed in Section 2 of Article IV shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.

Section 6. Manner of Acting. The act of the majority of the directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the Articles of Incorporation or these Bylaws.

Section 7. Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee thereof, at which action on any matter is taken, shall be presumed to have assented to the action unless the dissent to such action by said director is entered into the minutes of the meeting, or unless the dissent to such action by said director is filed in writing with the person acting as the secretary of the meeting before the adjournment thereof, or unless the dissent to such action by said director is forwarded by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right of dissent shall not apply to a director who voted in favor of such action.

Section 8. Committees. The Board of Directors, by resolution, may designate one or more committees, either standing or special. Each committee shall consist of individuals elected or appointed by the Board. The Board may designate one member of the committee to act as the chairperson of such committee. The Board may elect one or more of the directors as members, or alternate members who may take the place of absent members, or chairpersons of said committees. Each committee shall act at the direction of the Board of Directors and shall report to the Board on its activities from time to time. The powers and authority of said committees shall be strictly limited to the powers and authority specifically granted to each committee by resolution of the Board.

Section 9. Nominating Committee. A nominating committee shall be established by the Board of Directors and shall consist of at least three directors. The committee shall meet for the purpose of selecting candidates to stand for election to those director positions with terms that are expiring and that are to be filled by vote of the voting members of the Corporation at the annual meeting. In so selecting candidates the nominating committee shall select individuals who satisfy the qualification requirements set forth in Section 3 of Article IV of these Bylaws, and such additional requirements as the nominating committee shall determine from time to time. The nominating committee shall develop requirements designed to give the broadest representation possible to all interested members of the Corporation.

Section 10. Informal Action Without Meeting. Any action required or permitted by the Articles of Incorporation or these Bylaws or any provision of law, to be taken by the Board of Directors at a meeting or by resolution, may be taken without a meeting and without notice, if a consent in writing setting forth the action so taken shall be signed by all directors then in office.

Section 11. Meeting By Conference Telephone or Other Communications Technology.
a) Members of the Board of Directors, or members of any committee of the Board, may participate in any meeting of the Board of Directors or committee of the Board by, or conduct the meeting through the use of, any means of communication by which any of the following occurs:
1) All participating directors or committee members may simultaneously hear each other throughout the meeting; or
2) All communication during the meeting is immediately transmitted to each participating director or committee member, and each participating director or committee member is able to immediately transmit his or her response to all participating directors or committee members.
b) If any meeting is to be conducted through the use of any means described in paragraph (a) hereof, all participating directors or committee members shall be informed, either in the notice of the meeting or by the presiding officer at the commencement of the meeting, that a meeting is taking place at which official business may be transacted. A director or committee member participating in any meeting by means described in paragraph (a) hereof is deemed to be present in person at such meeting. If requested by a director or committee member, minutes of the meeting shall be prepared and distributed to each director or committee member.
c) The identity of each director or committee member participating in any meeting by means described in paragraph (a) hereof need not be verified before transacting business at such meeting; except that the identity of each such director shall be verified before a vote of the directors is taken on any of the following matters involving the Corporation:
1) A plan of merger or consolidation;
2) To sell, lease, exchange or otherwise dispose of substantial property or assets of the Corporation;
3) To voluntarily dissolve or to revoke voluntary dissolution proceedings; or
4) To file for bankruptcy.
d) For the purposes of paragraph (c)(2) above, any proposed sale, lease, encumbrance or other disposition of assets or property of the Corporation having a book value greater than fifty percent (50%) of the book value of the Corporation (determined as of the date of said meeting) shall be considered a disposition requiring verification of identity.
e) When verification of identity is required under paragraph (c) hereof, such identity shall be verified in one of the following ways:
1) Where the means of communication under paragraph (a) hereof provides for a visual image of the director, such verification shall be by visual identification of the director by the presiding officer; or
2) Where no method of visual identification is possible, the Secretary of the Corporation shall, in advance of the meeting, assign to each director a personal identification number. Said number shall be made known only to the Secretary and the director in question. Prior to a vote on any matter referred to in paragraph (c) hereof, the director participating in the meeting by means described in paragraph (a) hereof shall announce his or her personal identification number to the Secretary for verification. Upon verification of the number by the Secretary, the director shall be allowed to vote. Once verification has occurred at any meeting, there shall be no need for subsequent verifications during the course of that meeting. If the Secretary is unable to verify the personal identification number of the director in question, said director shall not be entitled to vote on any matters described in paragraph (c) hereof as requiring verification of identity, but said director may nevertheless be counted to constitute a quorum.

ARTICLE VI
OFFICERS

Section 1. Number and Qualifications. The principal officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary, and the offices of President and Vice President. The President, Vice President and Secretary must be members of the Board of Directors of the Corporation. The Treasurer and assistant officers need not be members of the Board of Directors or of the Corporation.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors at its annual meeting. If the election of officers is not held at such meeting, the election shall be held as soon thereafter as conveniently may be. Each officer shall hold office for a period of one year, or until his or her successor has been duly elected, or until his of her death, or until he or she shall resign or shall have been removed from office in the manner hereinafter described in Section 3.

Section 3. Removal from Office. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not in and of itself create contract rights except as provided in Article VII hereinafter.

Section 4. Vacancies. A vacancy in any principal office due to death, resignation, removal, disqualification or otherwise, shall be filled by election by the Board of Directors as soon as possible.

Section 5. President. The President shall be the chief executive officer of the Corporation and shall, in general, supervise, direct and control all of the business and affairs of the Corporation. He or she shall have the authority to appoint such agents or employees of the Corporation as he or she shall deem necessary, to proscribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have the authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation's regular business, or which shall be authorized by resolution of the Board of Directors. He or she may authorize any Vice President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his or her place or stead. The President shall assist the Board of Directors in the formulation of policies of the Corporation. He or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice President. In the absence of the President or in the event of the death of the President or in the event of his or her disability or refusal to act, the Vice President shall perform the duties of President, and when so acting, shall have all the powers and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for membership in the Corporation; and shall perform such other duties and have such other authority as, from time to time, may be assigned by the President or the Board of Directors. Where the Board of Directors has determined to elect or appoint two or more Vice Presidents, each shall have such powers and duties, and such designation, as may be prescribed by the Board of Directors.

Section 7. Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors' meetings and meetings of the members in one or more books provide for that purpose; (b) confirm that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; (c) act as the custodian of the records of the Corporation; and (d) perform all duties incident to the office of Secretary and have such other duties and exercise such authority as may be delegated or assigned by the President or the Board of Directors from time to time.

Section 8. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties of his or her office in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and (b) perform all duties incident to the office of Treasurer and have such other duties and exercise such authority as may be delegated or assigned by the President or the Board of Directors from time to time.

Section 9. Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. If required by the Board of Directors, the Assistant Treasurers shall respectively give bond for the faithful discharge of the duties of their offices in such sum and with such surety or sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and exercise such authority as may be delegated or assigned by the President or the Board of Directors from time to time.

Section 10. Other Assistant and Acting Officers. The Board of Directors shall have the authority to appoint any person to act as assistant to any officer, or to perform the duties of such officer whenever it is impracticable for such office to act personally. Such Assistant or Acting Officer shall have the power to perform all duties and exercise such authority of the office to which he or she is so appointed to be assistant, or as to which he or she is so appointed to act, except that such power may be otherwise defined of restricted by the Board of Directors.

Section 11. Salaries. The salaries, if any, of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that said officer is also a director of the Corporation.

ARTICLE VII
INDEMNIFICATION

Section 1. Indemnification. Each director or officer of this Corporation now or hereafter in office and his heirs, executors and administrators, and each director or officer of this Corporation and his heirs, executors and administrators who now acts, or shall hereafter act at the request of the Corporation as a director or officer of another corporation controlled by this Corporation, shall be indemnified by this Corporation against all costs, expenses and amounts of liability therefor, including counsel fees, reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, proceeding or claim to he or she may be made a party, or in which he or she has become involved by reason of his or her acts of omission or commission, or alleged acts of commission as such director or officer, or, subject to the provisions hereof, any settlement thereof, whether or not he or she continues to be such director or officer at the time of incurring such costs, expenses or amounts, and whether or not the action or omission to act on the part of such director or officer, which is the basis of such action, suit, proceeding or claim, occurred before or after the adoption of this bylaw; provided that such indemnification shall not apply with respect to any matter as to which such director or officer shall finally be adjudged in such action, suit or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his or her duty as such director or officer, and provided, further, that the indemnification herein provided shall, with respect to any settlement of any such action, suit, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such action, suit, proceeding or claim, when, in the judgment of the Board of Directors of this Corporation, such settlement and reimbursement appear to be for the best interests of this Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which such director or officer may be entitled under any bylaw, agreement, vote of the voting members or otherwise; and shall not be exclusive of any other rights of indemnity to which any director or officer may otherwise be entitled under the laws of the State of Wisconsin.

Section 2. Contract. This Article is intended to constitute a contract with each person who, subsequent to its adoption, is serving or shall subsequently serve as a director or officer of this Corporation; and the indemnification provided herein shall be in addition to any other compensation which each such person may receive from the Corporation for his or her services as a director or officer of this Corporation.

ARTICLE VIII
CONTRACTS, LOANS, CHECKS, DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, committee or committee chairperson, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances. This Section shall not be construed as applying to the current expenses of the Corporation.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies of other depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE IX
FISCAL YEAR

Section 1. Fiscal Year. The fiscal year of the Corporation shall be the year ending on July 31 of each year.

ARTICLE X
CORPORATE SEAL

Section 1. Corporate Seal. The Corporation shall have no corporate seal.

ARTICLE XI
AMENDMENTS

Section 1. Amendments by Voting Members. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the action of the voting members of the Corporation at any membership meeting.

Section 2. Amendments by Board of Directors. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the action of the Board of Directors at any meeting of the Board of Directors. Any Bylaw adopted by the Board of Directors shall be subject to subsequent amendment or repeal by action of the voting members of the Corporation at any membership meeting, as well as by the Board of Directors.

ARTICLE XII
TRANSACTIONS REQUIRING VOTING MEMBER APPROVAL

Section 1. Voting Member Approval. Notwithstanding anything to the contrary contained in these Bylaws, no action of the Corporation shall require the prior approval of the voting members of the Corporation, and the sole power and authority of the Corporation to take any action and engage in any transaction, including the merger, consolidation or dissolution of the Corporation, the amendment or restatement of the Articles of Incorporation of the Corporation, or the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of the Corporation, shall only require the approval of the Board of Directors but shall not require the approval of the voting members of the Corporation. The Board of Directors, at its discretion, may put any such matter to a vote of the voting members of the Corporation on an advisory or binding basis.

Adopted this ______ day of ___________, 1999.

Kim W. Luckey

Maureen A. Smith

Christopher G. Reedy

Larry G. Hallett

Laine K. Cronk

Sandra A. Reetz