BYLAW I. IDENTIFICATION
Section 1.01 Name. The name of this corporation is CW Soccer, Inc. (the "corporation"). The corporation
may and will conduct business as MC United and variations of that name.
Section 1.02 Principal Office. The principal office of the corporation shall be located where the Board of
Directors lawfully designates or as the business of the corporation requires from time to time.
Section 1.03 Registered Agent and Office. The registered office of the corporation required to be
maintained in the State of Wisconsin may be, but need not be, the same as the corporation’s principal
office in Wisconsin. The address of the registered office may be changed from time to time by the Board
of Directors or by the registered agent.
BYLAW II. MEMBERS OF THE CORPORATION
The corporation shall have no members and shall be managed by its Board of Directors.
BYLAW III. STATEMENT OF PURPOSE
The purpose of the corporation shall be as provided in its Articles of Incorporation. Specific purposes
may include for example, and not as a restriction or enlargement of the purpose, fostering amateur
sports through operation of a soccer club. In compliance with its purpose, the corporation may make
distributions to organizations qualifying as exempt organizations under Section 501(c)(3) of the Internal
Revenue Code or the corresponding provision of any future United States internal revenue law. To fulfill
its purpose, the corporation may exercise any and all powers not incompatible with such purposes
granted to a corporation under the Wisconsin nonstick corporation law.
BYLAW IV. BOARD OF DIRECTORS
Section 4.01 General Powers, Number, and Term. The business and affairs of the corporation shall be
managed by its Board of Directors. The corporation shall have no more than fifteen (15) and no fewer
than three (3) directors. Directors shall be elected for a two (2) year term with a three (3) consecutive
Section 4.02 Nomination and Election of Directors. Nominations for directors may be made by a
member of the Board of Directors at any regular meeting. Nominations may also be made by any
member of the Board of Directors who is present, in person at the annual regular meeting at which
directors are elected. Director nominations are elected to the office of Director based on the affirmative
vote of a majority of all directors then in office entitled to vote for the election of such nominee.
Section 4.03 Qualification/Removal From and Resignation of Office. Each director shall be an individual
at least eighteen (18) years old. Directors need not be Wisconsin residents. A director may be removed
from office by affirmative vote of a majority of all directors then in office entitled to vote for the election
of such director. A decision whether to remove a director may be made at a meeting if proper notice is
given that action will be taken on removal of a director. A director may resign at any time by giving
written notice to the President or Secretary. Resignation will be effective at the time stated in the
notice, or if no time is stated, when the resignation is accepted by the Board of Directors.
Section 4.04 Vacancies. The remaining directors may fill vacancies in the Board of Directors at any
regular or special meeting, whether the vacancies occur because of death, resignation, refusal to serve
or otherwise. Vacancies that are filled shall be filled for the unexpired term.
Section 4.05 Regular Meetings. The Board of Directors shall meet in the month of January each year at
such time and place as may be designated by the Board of Directors, for the purpose of electing
successors to directors whose terms are then to expire, to elect new directors, and for the transaction of
such other business as may come before the meeting. The January meeting is intended to serve as the
annual meeting. Other regular meetings of the Board of Directors shall be held at such times and places
as specified by the Board of Directors following due notice.
Section 4.06 Special Meetings. Special meetings of the Board of Directors may be called by or at the
request of the President, Secretary, or any two directors. The President or Secretary calling any special
meeting may fix any place as the place for holding any special meeting they call, and, if no other place is
fixed, the meeting shall be held in the same place as regular meetings are normally held.
Section 4.07 Meeting Notices. Notice about removing a director or to amend bylaws shall be given at
least seven (7) days before the meeting at which it will be voted upon. Notice of any other special
meetings shall be given at least forty-eight (48) hours before the meeting. Notice may be delivered in
person or by telephone, email, facsimile or other form of wire or wireless communication or by mail or
Section 4.08 Waiver of Notice of Meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when a director attends a meeting to object to the transaction
of business because the meeting is not lawfully called or convened.
Section 4.09 Quorum. A majority of the directors then in office shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. When a quorum is once present to
organize the meeting, it is not broken if some directors leave, and the meeting may be adjourned
despite the absence of a quorum.
Section 4.10 Voting. The vote of the majority of the directors present at the meeting at which a quorum
is obtained shall be the act of the Board of Directors, unless the vote of a greater number is required by
law or by these Bylaws.
Section 4.11 Action Without Meeting. Any action required or permitted to be taken by the Board of
Directors at a meeting or by resolution may be taken without a meeting if a written consent, setting
forth the action taken, is signed by all of the directors then in office.
Section 4.12 Meetings by Electronic Means of Communication. The Board of Directors may, in addition
to conducting meetings in which each director participates in person, and notwithstanding any place set
forth in the notice of the meeting or these bylaws, conduct any regular or special meeting by the use of
any electronic means of communication, provided that: (i) all participating directors may simultaneously
hear each other during the meeting; or (ii) all communication during the meeting is immediately
transmitted to each participating director, and that each participating director is able to immediately
send messages to all other participating directors. Before the commencement of any business at a
meeting at which any directors do not participate in person, all participating directors shall be informed
that a meeting is taking place at which official business may be transacted.
Section 4.13 Compensation. The Board of Directors shall serve without compensation for their services
Section 4.14 Committees. The Board of Directors may create one or more committees consisting of
three or more directors appointed by the Board of Directors. The committee may exercise the powers of
the Board of Directors with respect to the management of the affairs of the corporation when the Board
of Directors is not meeting, except for electing officers or filling vacancies on the Board of Directors or
on committees. The Board of Directors may appoint one or more directors as alternate members of a
committee, who may take the place of absent members at any meeting of the committee. The
designation of a committee and the delegation of authority to it does not relieve the board or any
director of any responsibility imposed upon the board or director by law.
BYLAW V. OFFICERS
Section 5.01 Number and Titles. The principal officers of the corporation shall be a President, one or
more Vice Presidents, 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.
Section 5.02 Election and Term of Office. The officers of the corporation shall be elected by the Board of
Directors at its regular meeting in January. Each officer shall hold office until his or her successor has
been duly elected or until his or her death, resignation or removal.
Section 5.03 Removal From and Resignation of Office. Any officer may be removed from office for any
reason whatsoever, with or without cause, but removal shall be without prejudice to the contract rights,
if any, of the officer removed. Election or appointment shall not of itself create contract rights. Any
officer may resign at any time by giving written notice to the Board of Directors, the President, or the
Secretary. A resignation shall take effect at the time the notice of resignation is delivered, unless the
notice specifies a later effective date.
Section 5.04 President. The President shall be the principal executive officer of the corporation and shall
in general, supervise and control all of the business and affairs of the corporation, subject to the control
of the Board of Directors. The President shall preside at all meetings of the Board of Directors at which
he or she is present. The President may appoint such agents and employees of the corporation as he or
she deems necessary, prescribe their powers, duties, and compensation, and delegate authority to
them. Agents and employees appointed by the President shall hold their appointed position at the
discretion of the President. The President shall have authority to sign contracts or other instruments on
behalf of the corporation. The President 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 5.05 Vice President. The Vice President shall perform the duties and exercise the powers of the
President when the President is absent or unable to act. The Vice President shall perform such other
duties and have such authority as are delegated or assigned to him or her by the President or by the
Board of Directors.
Section 5.06 Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board of
Directors and shall keep books for that purpose; (b) see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law; (c) be the custodian of the corporate records; (d)
keep or arrange for the keeping of a register of the address of each director, which the director
furnishes to the Secretary; (e) sign or countersign all documents required by law or by the Board of
Directors to be signed or countersigned by the Secretary; and (f) perform all duties incident to the office
of Secretary and such other duties and exercise such authority as from time to time may be delegated or
assigned to him or her by the President or by the Board of Directors.
Section 5.07 Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the
corporation and deposit all moneys in the name of the corporation in such banks, financial institutions,
trust companies, or other depositories as shall be selected in accordance with the provisions of Bylaw VII
below; and (c) in general, perform all of the duties incident to the office of Treasurer and have such
other duties and exercise such other authority as from time to time may be delegated or assigned to
him or her by the President or by the Board of Directors. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.
Section 5.08 Other Assistants and Acting Officers. The Board of Directors shall have the power to
appoint any person to act as assistant to any officer, or as agent for the corporation, or to perform the
duties of such officer whenever for any reason it is impracticable for such officer to act personally. An
assistant or acting officer or other agent appointed by the Board of Directors shall have the power to
perform all the duties of the office to which he or she is appointed to be assistant, or as to which he or
she is appointed to act, except as otherwise defined or restricted by the Board of Directors.
Section 5.09 Vacancies. A vacancy in any office shall be filled by the Board of Directors for the unexpired
portion of the term. An officer elected to fill a vacancy shall be elected for the unexpired term of his or
her predecessor and until his or her successor is elected.
Section 5.10 Compensation. No officer of the corporation shall receive any salary or anything of
pecuniary value from the corporation for performing services as an officer, but may be reimbursed for
actual expenses appropriately arising from their services as an officer.
BYLAW VI INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall indemnify officers, directors and other persons in accordance with Sec. 181.0872,
Wis. Stats., or corresponding section of any future statute, and as follows:
Section 6.1 Liability of Directors and Officers. No person shall be liable to the corporation for any loss or
damage suffered by them because of any action taken or omitted to be taken by him or her as a director
or officer of the corporation, in good faith, if such person: (a) exercised and used the same degree of
care and skill as a prudent person would have exercised or used under the circumstances in the conduct
of his or her own affairs; or (b) took or omitted to take such action in reliance upon advice of counsel for
the corporation or upon statements made or information furnished by officers, agents, or employees of
the corporation which he or she had reasonable grounds to believe to be true. The foregoing shall not
be exclusive of other rights and defenses to which he or she may be entitled as a matter of law.
Section 6.2 Indemnity of Officers and Directors. Every person who is or was a director or officer of the
corporation (together with their heirs, executors and administrators), shall be indemnified by the
corporation against all costs, damages and expenses asserted against, incurred by or imposed upon him
or her in connection with or resulting from any claim, action, suit or proceeding, including criminal
proceedings, to which he or she is made or threatened to be made a party by reason of his or her being
or having been a director or officer, except in relation to matters as to which recovery shall be had
against him or her because he or she has been finally adjudged in such action, suit or proceeding to have
been guilty of fraud in the performance of his or her duty as an officer or director. This indemnity shall
include reimbursement of amounts and expenses incurred and paid in settling any such claim, action,
suit, or proceeding. The termination of a criminal proceeding by judgment, order, settlement or
conviction, or upon a plea of no contest or an equivalent plea, shall not be deemed an adjudication that
such director or officer is guilty of fraud in the performance of his or her duties if such director or officer
was acting in good faith in what he or she considered to be the best interests of the corporation and
with no reasonable cause to believe that the action was illegal.
Section 6.3 Advance Payment. Upon written request, the corporation shall advance expenses to, or
where appropriate, at its expense, undertake the defense of, a director or officer before the final
disposition of an action; provided the director or officer signs an agreement to repay such amount
unless it is ultimately determined that he or she is entitled to indemnification. The agreement shall
contain the director’s or officer’s affirmation of his or her good faith and belief that he or she has not
breached or failed to perform his or her duties to the corporation. If the corporation advances expenses
pursuant to this paragraph, the corporation shall be subrogated to each and every right of recovery the
director or officer may have against any insurance carrier from whom the corporation has purchased
insurance for such purpose.
Section 6.4 Reimbursement. If a director or officer receives payment from an insurer or from the
plaintiff for which the director or officer has received advance payment from the corporation, the
director or officer shall promptly reimburse the corporation in the amount the director or officer
Section 6.5 Insurance. The corporation may purchase and maintain insurance on behalf of its directors,
officers, agents, or employees against any liability asserted against them or incurred by or on behalf of
them against all costs, damages and expenses asserted against, incurred by or imposed upon him or her
in connection with or resulting from any claim, action, suit or proceeding, including criminal
proceedings, to which they are made or threatened to be made a party by reason of their being or
having been a director, officer, agent or employee. The purchase and maintenance of such insurance
shall not in any way limit or affect the rights and obligations of the corporation or the director, officer,
agent or employee under this article or any other provision of these bylaws.
Section 6.6 Severability. If any provision of this article shall be deemed invalid or inoperative, or in the
event that a court of competent jurisdiction determines that any of the provisions contravene public
policy, this article shall be construed so that the remaining provisions shall not be affected, but shall
remain in full force and effect, and any provisions which are invalid or inoperative or which contravene
public policy shall be deemed to be modified, amended, and/or limited, but only to the extent necessary
to render them valid.
Section 6.7 Amendment. This article may only be altered, amended, or repealed by the affirmative vote
of sixty-six percent (66%) or more of the members of the Board of Directors of the corporation then in
office entitled to vote, unless the alteration or amendment: (a) is made in order to conform to any
amendment or revision of the Wisconsin Nonstock Corporation Law which expands rights to
indemnification; or (b) in the sole judgment and discretion of the Board, does not materially adversely
affect the rights and protections of the directors or officers of the corporation.
BYLAW VII. CONTRACTS, LOANS, CHECKS, AND DEPOSITS:
SPECIAL CORPORATE ACTS
Section 7.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute or deliver any instrument in the name of and on behalf of the
corporation, and such authorization may be general or confined to specific instances. In the absence of
other designation, all deeds, mortgages, and instruments of assignment or pledge made by the
corporation shall be executed in the name of the corporation by the President or Vice President and by
the Secretary or the Treasurer; and when executed by those officers, no other party shall be required to
inquire into the authority of the signing officers.
Section 7.02 Loans. The Board of Directors must approve all agreements to borrow money and may
authorize any officer or officers or agent or agents to sign the loan documents on behalf of the
corporation. Authorization may be general or confined to specific instances.
Section 7.03 Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or
other evidence 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 7.04 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, financial institutions, trust companies or other
depositories as selected by the Board of Directors, or as designated by an officer or officers or agent or
agents of the corporation to whom the Board of Directors has delegated such authority.
BYLAW VIII. TAX EXEMPTION CONSIDERATIONS
No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its
directors, officers, or other private individuals, 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 purpose set forth in Article 3 of its Articles of Incorporation. No
substantial part of the activities of the corporation shall consist of direct or indirect participation or
intervention in political campaigns on behalf of, or in opposition to, any candidate for public office or
carrying on propaganda or otherwise attempting to influence legislation. Notwithstanding any other
provisions of these Bylaws, 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, as amended, or (b) by a corporation, contributions to which are deductible
under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended.
BYLAW IX. FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of August and end on the 31st day of July in
BYLAW X. SEAL
The corporation shall not have a corporate seal.
BYLAW XI. NONDISCRIMINATION
The corporation shall not discriminate on the basis of race, color, and national and ethnic origin in
administration of its purpose of promoting, developing, and advancing youth soccer through
participation in competitive and recreational soccer programs.
BYLAW XII. AMENDMENTS
Section 12.01 By Vote. Except as otherwise required by these Bylaws, these Bylaws may be altered,
amended, or repealed and new Bylaws may be adopted by the Board of Directors by affirmative vote of
a majority of the directors of the corporation in good standing present in person or represented by
proxy at any meeting at which a quorum is in attendance.
Section 12.02 Implied Amendments. Any action taken or authorized by the Board of Directors, which
would be inconsistent with the Bylaws then in effect but is taken or authorized by an affirmative vote of
not less than the number of directors required to alter, amend, or repeal the Bylaws so that the Bylaws
would be consistent with such action, shall be given the same effect as though the Bylaws had been
temporarily altered, amended, repealed, or suspended so far, but only so far, as is necessary to permit
the specific action so taken or authorized.