As adopted on November 30, 2004 by the Board of Directors and amended on December 4, 2012 by eligible voters of the WWPSA.
Table of Contents
Article 1. Name.
Article 2. Principal Office.
Article 3. Purpose.
Article 4. Limitations.
Article 5. Interpretation.
Article 6. Amendments.
Article 7. Members.
Article 8. Governing Authority and Board of Directors.
Article 9. Annual General Meeting.
Article 10. Election of Board of Directors.
Article 11. Board of Directors Responsibilities.
Article 12. Notice, Form and Minutes of Meetings.
Article 13. Voting Procedures, Rights and Quorums.
Article 14. Special General Meetings.
Article 15. Board of Directors Meetings.
Article 16. Financial Information.
Article 17. Dissolution.
Article 1. Name
The name of this organization shall be the West Windsor - Plainsboro Soccer Association, Incorporated, also referred to as the West Windsor Plainsboro Soccer Association or the WWPSA.
Article 2. Principal Office Back to top
The WWPSA will at all times maintain its principal office within West Windsor Township, Mercer County, New Jersey or Plainsboro Township, Middlesex County, New Jersey as the Board may determine to be appropriate.
Article 3. Purpose Back to top
The purpose of the WWPSA is to provide youth and adults with opportunities to learn about and participate in the sport of soccer by offering programs, tournaments and other activities that teach the sport of soccer, the spirit of good sportsmanship and fair play while promoting and encouraging the sport of soccer in a safe and fun environment.
Article 4. Limitations Back to top
At all times the following shall operate as conditions restricting the activities of WWPSA:
a. The WWPSA shall focus it activities within West Windsor Township, Mercer County, New Jersey, and Plainsboro Township, Middlesex County, New Jersey.
b. The WWPSA shall not discriminate against any inpidual on the basis of race, color, religion, age, sex, sexual preference or national or ethnic origin.
c. The WWPSA is organized exclusively for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) and as a non-profit charitable corporation qualifying under Title 15A of the New Jersey Statutes Annotated, and as such shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
d. The WWPSA shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. In addition no substantial part of the activities of the WWPSA shall be the carrying on of propaganda, or otherwise attempting to influence legislation.
e. The WWPSA shall not lend any of its assets to any of its members, directors, trustees, officers or other private persons. The WWPSA shall not guarantee the payment of a loan by a member, director, trustee or other private person. No member, director, trustee or other private person shall have any right, title or interest in or to any assets of the WWPSA.
f. No part of the net earnings of the WWPSA shall inure to the benefit of, or be distributable to its members, directors, trustees, 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 Purpose (Article 3) hereof.
g. No director, trustee, volunteer or player of the WWPSA shall be personally liable for the debts or obligations of the WWPSA of any nature whatsoever, nor shall any of their assets be subject to the payment of the debts or obligations of the WWPSA.
Article 5. Interpretation Back to top
The WWPSA (1) Certificate of Incorporation, (2) Constitution, (3) Bylaws, (4) Policies and (5) Procedures shall be interpreted so as to be consistent with each other provided, however that if there are any conflicts between these documents, they shall govern in the order specified in this article (Article 5) and shall be deemed invalid insofar as they are inconsistent with any document preceding it in the order specified in this article (Article 5).
Article 6. Amendments Back to top
The Constitution of WWPSA may only be amended at Annual General Meetings (Article 9) or special general meetings (Article 14) upon the affirmative vote of three-quarters (3/4) of the quorum at such meeting and shall be effective immediately upon approval.
Article 7. Members Back to top
The WWPSA does not have members in terms of its Articles of Incorporation.
Article 8. Governing Authority and Board of Directors Back to top
The WWPSA shall be governed by a Board of Directors (“Board”), who shall be the governing body of the WWPSA. The Board shall consist of at least eight (8) people, of which all members must be over the age of eighteen (18), who shall be elected in the manner set forth herein (Article 9). Each member of the Board shall hereinafter be referred to as a “Director”.
In the event that the number of active Directors falls below the prescribed minimum number stated in Article 8a, the Board shall take all necessary steps to fill vacant or available positions according to Article 10c within 90 days of the effective date of the shortfall. The Board is also authorized to conduct regular business in administering programs and activities according to the By-Laws during the 90-day period. If the number of Directors is not restored to the minimum number after 90 days, no new business can be conducted other than filling the vacant positions.
Directors may be assigned specific roles. The President, who serves as Chairperson of the Board, shall be the chief executive officer and shall preside over all the activities of the WWPSA including all general and Board meetings. Upon the unavailability of the Chairperson to perform any duty of the office of Chairperson, that duty shall be performed by a Director in the order designated by the Board at its first meeting after the Board’s term of office takes effect (See Article 10b).
Article 9. Annual General Meeting Back to top
The WWPSA shall hold an Annual General Meeting, within West Windsor Township, Mercer County, New Jersey or Plainsboro Township, Middlesex County, New Jersey, during the final quarter of each calendar year. The order of business of the Annual General Meeting shall be (unless waived by majority vote of those eligible voters present):
- Roll Call and Certification of Voting Credentials
- Reading and acceptance of the minutes of the preceding Annual General Meeting and any Special General Meetings held since the preceding Annual General Meeting
- Chairperson’s Annual Report
- Director of Finance’s Annual Financial Report
- Reports of other Directors
- Call for Additional Nominees and Election of Board of Directors
- Constitutional Amendments, if any
- Other Business
- Questions and Answers
Article 10. Election of Board of Directors Back to top
a. The Board shall form a nominating committee at least sixty (60) days before the Annual General Meeting to manage the election of the new Board of Directors. The composition of the Board of Directors to be elected will be governed by the WWPSA By-Laws. The nominating committee will:
i. Issue a call for nominees and volunteers which shall be included with the Annual General Meeting notice.
ii. Issue a final call at the Annual General Meeting prior to and the election of the Board of Directors.
iii. Count the votes and determine the outcome of the election.
b. The Board shall be elected at the Annual General Meeting by majority vote and shall take office on January 1 of the year immediately following their election at the Annual General Meeting. The Board presiding over the Annual General Meeting shall continue to perform their assigned duties until the newly elected Board assumes responsibility on January 1 of the following year. The time between the Annual General Meeting and January 1 shall be used by the presiding Board to help the newly elected Board assume their responsibilities. Each elected Board shall preside over the WWPSA from January 1 until December 31.
c. In the event of a vacancy on the Board, a call for volunteers to fill the vacancy shall be announced and circulated no fewer than ten (10) days before the date on which the Board shall fill such vacancy. The call must be made by a notice posted prominently on the website, distribution via electronic mail to the current WWPSA e-mail list, to the people entitled to vote at general meetings as provided herein (Article 13). The Board shall by majority vote select and appoint from those who volunteered a Director to serve in that position until the end of the Board’s term of office.
d. The Board may, at any time during the year until the call for nominees and volunteers to serve on the following year’s Board is distributed, accept requests by or extend invitations to non-Directors to be admitted to the Board. Directors may be admitted to the Board by an affirmative vote by three-quarters (3/4) of the entire Board and will serve until the end of that Board’s term of office.
e. The Board, at any time during the year, until the call for nominees and volunteers to serve on the following year’s Board is distributed, may receive motions from existing Board Members for the dismissal of a Director. Upon 30 days written notice, and after an opportunity to be heard at a regular Board meeting, a Director may be dismissed from the Board by an affirmative vote by three-quarters (3/4) or more of the entire Board. A dismissed Director will not serve the remainder of his or her term of office, but shall be dismissed from the Board immediately, after such three-quarters (3/4) or more vote of the entire Board. The decision of the Board shall be final and binding, and no “Grievance”, under Article 5 of the WWPSA By-Laws, nor any other recourse of any kind shall be available to a Director dismissed in accordance with this Article 10e. A Director dismissed pursuant to this Article 10e shall be ineligible for re-election to the WWPSA Board of Directors for a period of 3 years.
Article 11. Board of Directors Responsibilities Back to top
The Board shall have sole responsibility and authority to conduct the affairs and set the bylaws and policies of the WWPSA by majority vote, except as herein limited. This includes:
a. Enforcing the WWPSA Certificate of Incorporation, Constitution, Bylaws, Policies and Procedures.
b. Ensuring the WWPSA is in compliance with all applicable State and Federal laws and regulations.
c. Preparing strategic plans, goals and objectives and evaluating the progress made.
d. As appropriate, affiliating, associating and working with other organizations to further the purposes of WWPSA provided that doing so does not conflict with this Constitution.
e. Establishing, revising and executing:
i. Bylaws consistent with this Constitution by affirmative vote of three-quarters (3/4) of the entire Board, and
ii. Other Policies and Procedures by majority vote as needed to conduct the affairs of the WWPSA.
f. Determining what programs, events, tournaments and other activities will be offered, monitoring them and then determining the fee charged to participate.
g. Raising funds through participation fees, fundraising, sponsorship and other such activities.
h. Hiring any employees and contractors, setting compensation and evaluating their work.
i. Approving an annual budget, expenditures not budgeted and regularly monitoring financial performance.
j. Representing WWPSA to the public and other organizations.
k. Reporting regularly to the community, players and their representatives that it serves.
l. Establishing the responsibilities of inpidual Directors and training new Directors.
m. Forming committees, determining the voting procedures and required quorum for meetings of such committees, and accepting or rejecting the recommendations of such committees. All committee meetings shall be attended by at least one member of the Board. Members of committees will not, by virtue of their committee participation become members of the Board.
Article 12. Notice, Form and Minutes of Meetings Back to top
a. The notice for all Board and Committee meetings shall specify the date, time, location, agenda and method of voting by written proxy for the meeting. Such notice shall be announced and circulated no fewer than ten (10) days before the meeting by any written means, including but not limited to electronic mail or website announcement, to the people entitled to vote at such meeting. The Board and any committees however may, when circumstances dictate, hold meetings with less notice to discuss matters of an urgent or emergency nature.
b. All General, Board, Committee and other meetings of the WWPSA shall be open to the public, except for such meetings, or portions of such meetings during which items of a confidential nature are discussed. All meetings shall be announced publicly by posting the meeting notice prominently on the website of WWPSA as soon as possible after the meeting is called.
c. All meetings shall be conducted according to the form prescribed in Robert’s Rules of Order unless otherwise provided in this Constitution or the WWPSA Bylaws.
d. All minutes of meetings not deemed by the Board to be confidential or sensitive in nature shall be posted on the WWPSA website and be available to the public within ten (10) days of the adjournment of the meeting.
Article 13. Voting Procedures, Rights and Quorums Back to top
a. Any player registered during the previous twelve (12) months shall be entitled to have one vote on matters before the Annual General Meeting. For youth players under eighteen (18) years of age a parent, guardian or caregiver shall be entitled to vote on behalf of each youth player. It is the intent of the WWPSA to have one vote for each player at general meetings and therefore at no times shall more than one vote be cast on behalf of any player. People who solely participated in activities designated as tournaments or activities hosted by the WWPSA on behalf of others, such as coaching courses, etc., are not entitled to vote at general meetings.
b. At all other meetings each person entitled to vote shall have only one vote.
c. Votes shall be by a show of hands of those entitled to vote unless otherwise requested by a simple majority of those present.
d. Any person entitled to vote at a meeting shall have the right to make motions, speak in debate and vote in person or by written proxy by sending written or electronic mail instructions or authorization that it is received by the meeting secretary by five (5) p.m. on the day before the date of the meeting at which the vote is scheduled.
e. For all general meetings fifty (50) people entitled to vote in attendance in person or by written proxy shall constitute a quorum, and a majority vote of those voting shall govern except as provided in this Constitution (Article 6 Amendments and Article 17 Dissolution).
f. For all Board meetings, a minimum number of five (5) directors participating in person or teleconference shall constitute a quorum, and a majority vote of those in attendance as allowed herein (Article 13d) shall govern except as provided in this Constitution.
g. For Committee and other meetings the quorum and voting procedure shall be established by the Board.
Article 14. Special General Meetings Back to top
Special General Meetings shall be called by the Chairperson upon a motion approved by the Board or a petition of no fewer than thirty (30) people entitled to vote at such general meetings to discuss and vote on matters raised by the petition. Only that business specified in the notice for such special general meeting may be transacted at the meeting.
Article 15. Board of Directors Meetings Back to top
The Board shall meet no fewer than five (5) times per calendar year. Additional meetings may be called by the Chairperson as needed and shall be called by the Chairperson upon petition of no fewer than three (3) Directors.
Article 16. Financial Information Back to top
a. The fiscal year of the WWPSA shall begin each January 1st and end the following December 31st.
b. The Annual Financial Statements or Form 990 tax returns of the WWPSA shall be made available to anyone upon request.
c. The Annual Budget must be approved by a simple majority of the entire Board no later than two (2) months after the end of the previous fiscal year.
Article 17. Dissolution Back to top
Upon the dissolution of the WWPSA, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.