WEST HARTFORD GIRLS SOCCER LEAGUE, INCORPORATED
AMENDED AND RESTATED BY-LAWS
As of November 11, 2017
ARTICLE I - NAME AND ORGANIZATION
Section 1. Name. The name of this organization shall be the West Hartford Girls Soccer League, Incorporated, hereinafter referred to as “WHGSL”.
Section 2. Non-Profit. WHGSL shall operate as a division of the West Hartford All Sports Council, Incorporated, a non-profit organization.
ARTICLE II - OBJECTIVE
Section 1. Objective. The objective of WHGSL is to instill in the youth of the Town of West Hartford (the “Town”) principles of good citizenship, good sportsmanship and teamwork, through knowledge of and association with the sport of soccer.
ARTICLE III - DIRECTORS
Section 1. Number. Election and Term of Office. The Board of Directors (the “Board”) shall consist of fifteen (15) ex-officio members, three (3) at large members and one (1) emeritus member. The ex-officio members shall be: President, Past President, Treasurer, Secretary, Risk Manager, Senior Division Supervisor, Junior Division Supervisor, Mites Division Supervisor, Training Division Supervisor, Travel Division Supervisor, Equipment Coordinator, Referee Supervisor, Publicist, Webmaster and WHGSL’s representative to the Connecticut Junior Soccer Association (“CJSA”).
The emeritus member is a non-voting position. An individual may hold more than one (1) Directorship, but no individual shall be entitled to more than one (1) vote.
Ex-Officio Directors shall hold office for one (1) year or until their successors are duly elected. At large Directors shall hold office for two (2) years or until their successors are duly elected. The President shall hold office for four (4) years or until the successor is duly elected. The emeritus member shall hold office until that member is no longer able or willing to hold office for whatever reason, or the Board makes either such determination. Directors shall be elected by a majority of the incumbent Board at the Annual Meeting unless specified otherwise herein.
If there is more than one candidate for any Directorship, the Board shall hold a competitive election, the terms and conditions of which shall be determined by the Board. An individual must serve as a voting Director for a minimum of one (1) year to be eligible to serve as President.
Ex-Officio and at large Directors may be removed at any time by a two-thirds (2/3) vote of the remaining Directors then in office at any meeting of the Board. In the event that the last remaining Director of WHGSL shall die, resign or be unable or unwilling to serve as a Director and shall fail to fill at least one (1) of the then vacant Directorships, so that all the Directorships shall be vacant for a period of six (6) months, then upon application of any interested party, two of the vacant Directorships shall be filled by appointment by the Town Manager of the Town. The two (2) Directors so selected shall elect a third Director and the Directors appointed and so selected shall constitute the Board, which shall act in the manner and with the powers expressly provided in these By-Laws, the Certificate of Incorporation of the West Hartford All Sports Council, Incorporated, and the laws of the State of Connecticut.
Section 2. Vacancies. Any vacant Directorship shall be filled for the unexpired portion of the term by a two-thirds (2/3) vote of the remaining Directors.
Section 3. Annual Meetings. The annual meeting of the WHGSL shall be held in November of each year. All league coaches and assistant coaches shall be invited to attend. If in any year, the annual meeting is not or cannot be held in November, then the annual meeting may be called at any time before or after such date in the manner set forth below with respect to special meetings of the Board.
Section 4. Regular Meetings. Regular meetings of the Board shall be held at such time and place as may be specified from time to time at the request of the President or upon the written request of four (4) Directors.
Section 5. Special Meetings. Special meetings of the Board shall be held upon the request of the President or upon the written request of any four (4) Directors. Any special meeting shall be held as soon as practicable, but no later than fifteen (15) calendar days from the date of any such request. If the President fails to hold a special meeting within the fifteen (15) day period, the four (4) Directors requesting such meeting may call a special meeting of the Board at a location in West Hartford any time thereafter. Each Director shall receive notice of any special meeting of the Board as soon as practicable, but, no fewer than five (5) calendar days. No notice of a special meeting need be given to any Director who attends that meeting in person or who waives notice in writing and provides that written notice to the Secretary of WHGSL either before or after the meeting. The Secretary shall cause any waivers to be filed with, or entered upon, the records of the meeting.
Section 6. Quorum and Voting Requirements. A majority of the Directors shall constitute a quorum. The affirmative vote of a majority of the Directors at a meeting at which a quorum is present shall be required for action by the Board on any matter whatsoever except for those matters for which the vote of a greater proportion of the Directors is required by these By-Laws. The right of remaining Directors to fill vacant Directorships under Section 1 of this Article III shall not be subject to the quorum or voting requirements of this section. Electronic voting via email is expressly allowed, this is to enable voting during months that a regular meeting is not scheduled, or when an item comes before the Board that requires an immediate vote, which determination shall be made by the President. The Secretary or President is responsible for mailing or emailing the content of the item to be voted on and ask that all Directors answer with a “yes” or “no” vote. Any Director may ask for clarification on an item and may convene online discussion on that item up for vote. Once discussion has completed, the vote will be taken by the Secretary or President. The Secretary or President shall tally the votes, and the item will pass or fail when a majority of the Directorship has responded with their votes. Once the vote is tallied, the Secretary shall email all Directors the result of the electronic vote. The results of the electronic vote shall be published as an addendum to the next published Board meeting minutes.
Section 7. Powers. Duties and Responsibilities. The property, business and affairs of WHGSL shall be managed by the Directors, who may exercise all the powers and do all things which may be exercised or done by WHGSL, subject to the provisions of the law, the statutes of the State of Connecticut, the Certificate of Incorporation of the West Hartford All Sports Council, Inc. and these By-Laws. The Board shall have responsibility for the following:
(a) Establishing and maintaining the general policies of the WHGSL and providing overall supervision of the activities of each Division;
(b) Coordination of fund-raising activities, field assignments for practices and games, referee training and assignments, dates for the opening and closing of the seasons for the Recreational League (as defined in Article IV below), and tournaments;
(c) Representing WHGSL before the CJSA and other similar local, state, regional or national organizations, the West Hartford All Sports Council, Inc., and all other governmental organizations;
(d) Approving any additions, amendments or other changes to the rules and regulations of the Divisions;
(e) Approving the election of coaches within each Division by the Division Representatives;
(f) Resolving any disputes between the Divisions;
(g) Reviewing and either endorsing or modifying any dispute or protest within a Division; and
(h) Any other matter from time to time that relates to, regards, concerns, involves or touches upon any affair of the WHGSL.
Section 8. Committees. The Board may form any adhoc committees by a quorum vote at any regular or special meeting of the Board. Adhoc committees shall have and may exercise only the authority expressly granted to it by the Board. Each such committee shall serve at the pleasure of the Board and shall keep minutes of its proceedings, which shall be reported to the Board upon request.
Section 9. Indemnification and Reimbursement. WHGSL shall indemnify and reimburse its Directors, officers, representatives, volunteers and employees to the full extent permitted by applicable Connecticut law.
ARTICLE IV - DIVISIONS
Section 1. Objective. WHGSL shall conduct its soccer programs through the following five (5) divisions (collectively, the “Divisions”): the Senior Division, the Junior Division, the Mites Division, the Training Division and the Travel Division. (The Senior Division, the Junior Division, the Mites Division and the Training Division are at times collectively referred to as the “Recreational League.”) Except as otherwise provided in these By-Laws, each Division, acting through its Representatives (as defined in Section 2 below), shall have the responsibility and authority to make all decisions regarding its internal operation and, subject to the approval of the Board as set forth in Article III Section 7, shall establish its own rules and regulations.
Section 2. Representatives. Each team in each Division shall have one “Representative.” The Representative shall be the head coach of a team within the Division, or, in the case of the Travel Division, the team manager.
Section 3. Quorum and Voting Requirements. Each Representative shall be entitled to one vote on any matter put before the Representatives. In the absence of the Representative, an assistant coach or, in the case of the Travel Division, an assistant manager, may exercise the Representative’s right to vote and, for purposes of this Article IV, shall be deemed in attendance at the meeting by the Representative. A majority of the Representatives then serving shall constitute a quorum. The affirmative vote of a majority of the Representatives at a meeting at which a quorum is present shall be required for action by the Division on any matter whatsoever.
Section 4. Division Officers. Each year at the Annual Meeting, the Representatives in each Division shall elect a Division Supervisor. Any two or more offices may be held by the same person.
Section 5. Division Supervisors. The Division Supervisor of each Division shall preside at all meetings of the applicable Division and shall have full responsibility for activities in their respective Division. Division Supervisors shall establish game schedules for their respective Divisions, subject to the approval of the Board. Division Supervisors shall act as the representatives of their Divisions at each Board meeting. Division Supervisors shall act as the responsible league officials at fields where games are played and shall be responsible for determining whether games should proceed as scheduled in the event of inclement weather or dangerous field or playing conditions, except where the Town has closed any field for whatever reason. Should the Town close any field for whatever reason, referees shall not be paid. In the event of game cancellation, Division Supervisors shall notify the coaches of their respective Divisions.
Section 6. Eligibility for and Organization of Recreational League. Subject to the age restrictions set forth below, to be eligible to play in the Recreational League, girls must reside or attend school, public or private, in the Town. Girls attending high school in the Town are not eligible to play in the Recreational League in the fall. The Recreational League consists of four (4) Divisions organized as follows:
(a) Training Division: girls ages U-6 - 8 as of December 31.
(b) Mites Division - girls ages U-9 - 10 as of December 31.
(c) Junior Division - girls ages U-11 - 12 as of December 31.
(d) Senior Division - girls ages U-13 - 14 as of December 31, and 14 years old as of December 31 and in eighth grade.
Recognizing that extenuating circumstances may exist from time to time, the Representatives of each Division are authorized to consider requests for exceptions to the age limits to allow a player to play in a lower Division as set forth above with respect to their Divisions, provided that the requests must be: (i) submitted in writing; and (ii) must fully describe the extenuating circumstances. Any such requests will be evaluated by the Division Representative on their individual merits subject to approval of the Board.
Section 7. Travel Division. The Travel Division shall be responsible for administering the girls travel program in the Town in accordance with the rules and regulations of CJSA. Each team within the Travel Division, as well as the Travel Division as a whole, shall be responsible for its own finances, to maintain treasuries, to conduct fund raisers from time to time, and shall have no expectation of being subsidized by WHGSL’s treasury. The Travel Registrar shall, on an annual basis, provide the President with a report regarding the Travel Division’s finances, the substance of which report shall be agreed upon by the President and the Travel Registrar. The Travel Division may employ a Coaching Director at the discretion of the Division President, and the teams within the Travel Division may employ coaches. Decisions as to the selection and compensation of coaches or Coaching Director shall be in accordance with the rules and regulations of the Travel Division. The duties of the Coaching Director shall include attendance and participation (on a non-voting basis) at Board meetings.
(a) Double Rostering - Double rostering shall be governed in accordance with the rules and regulations of CJSA.
(b) Underage players - Travel age groups are set according to the rules and regulations of the United States Soccer Federal as amended from time to time. Presently, each age group begins on January 1st on a given year and continues through December 31st of that same year (e.g., 2016-2017 Season, Under-12 years of age as of December 31st of the calendar year in which the seasonal year ends). A player may play on an A team in an older age division, provided that the Board and Travel Division Supervisor determine that is in the best interests of the player and club.
(c) Out of town players -The eligibility of out of town players shall be determined in accordance with the rules and regulations of CJSA.
ARTICLE V - COACHING PERSONNEL
Section 1. Selection. Each team in the Recreational League shall be supervised by one (1) head coach. The head coaches shall be appointed by the Division Supervisors and shall be subject to the approval of the Board. Division Supervisors shall provide the Board with a list of potential coaches on which the Board will vote no later than thirty (30) days before the registration open period for any season. As stated in Article IV Section 9 above, selection of coaches in the Travel Division shall be in accordance with the rules and regulations of such Division and these By-Laws, provided that the following criteria shall apply to the selection of coaches in all Divisions:
(a) good character, temperament and judgment;
(b) ability to work with girls in the six (6) to eighteen (18) year old age group;
(c) reasonable knowledge of the game of soccer;
(d) conformance to these By-Laws, the rules and regulations of the Division and the goals of the WHGSL; and
(e) passes the CJSA background check.
Section 2. Assistant Coaches. Each head coach in the Recreational League shall select his/her assistant(s). The Board shall have the authority to approve and remove an assistant coach, who, in the opinion of the Board, is not acting in the interests of the team or WHGSL. The head coach shall be responsible for the actions of the assistants, as well as for the actions of players and spectators affiliated with his/her team. Any disciplinary action against players or spectators shall follow the procedure set forth in Section 4 below.
Section 3. Coaching Restrictions. A person may serve as a head coach for up to, but no more than, two (2) teams, provided those teams are not in the same Division.
Section 4. Disciplinary Actions. Formal complaints against coaches, Division Supervisors, or WHGSL shall be directed to the Division Supervisor in writing within thirty (30) days of the complained-of incident or conduct. The Division Supervisor shall notify the President of the complaint, and the Board shall investigate the complaint. The investigation shall be completed within thirty (30) days of receipt of the complaint by the Division Supervisor. Any disciplinary action recommended by the Board shall be voted on by the Board at its next scheduled meeting and, if the Board votes to impose any discipline, such discipline shall be implemented immediately thereafter. Any decision of the Board with respect to disciplinary action shall be final, binding and not subject to appeal to the full extent permitted by law.
Section 5. Training of Coaches. Recognizing that coaches in the Recreational League may not be soccer professionals, the intent of WHGSL is to help and encourage coaches to gain knowledge of the game so as to improve the experience of the players participating in WHGSL soccer programs. To that end, the WHGSL encourages coaches in the Recreational League to obtain at least an “F” level coaching license; to make available to the coaches clinics as part of soccer camps conducted by WHGSL; and to reimburse coaches for the reasonable and pre-approved cost of obtaining coaching licenses.
ARTICLE VI - OFFICERS
Section 1. Title. Election and Duties. The following members of the Board of Directors shall be elected by the Board at the meeting prior to the Annual Meeting: President, Past President, Treasurer, Equipment Manager, Secretary, CJSA Representative, and three (3) at large members. The following members of the Board of Directors shall be elected at the Annual Meeting by all representatives of the respective Division present: Training Division Supervisor, Mites Division Supervisor, Junior Division Supervisor, Senior Division Supervisor, Travel Division Supervisor, Junior/Senior/Alumni Spring Division Supervisor. The duties of the officers of WHGSL shall be such as are imposed by these By-Laws and from time to time prescribed by the Directors.
Section 2. President. The President shall call and conduct all meetings of the Board according to the By-Laws. The President shall be the Executive Officer in charge of carrying out policies approved by the Board. The President shall be in charge of all public relations and publicity, including such matters as awards, presentations and opening day ceremony, if any. The President shall receive notice of and be entitled to participate in all Division meetings. The President shall have general charge and direction of the business of WHGSL subject to the control of the Board. The office of President may only be held by one (1) individual for a maximum of four (4) consecutive elected terms.
Section 3. Past President. The Past President shall assist the President in the performance of the President’s duties and shall carry out the duties of the President whenever the President is unable to perform such duties. Within sixty (60) days, any such action shall be subject to review and/or amendment by the Board.
Section 4. Treasurer. The Treasurer shall be responsible for the deposit, safekeeping, and disbursement of all funds of WHGSL. The Treasurer shall not be responsible for the funds of the Travel Division and the teams within the Travel Division. The Treasurer shall be chosen for his/her integrity and knowledge of proper maintenance of financial accounts. At each regular meeting of the Board, the Treasurer shall be prepared to present a brief report or summary of the collections and expenditures that have occurred since the last regular meeting and call attention to any other financial matters. At the Annual Meeting, the Treasurer shall provide an accounting to the Board, the substance of which shall be determined by the Board.
Section 5. Secretary. The Secretary shall keep the minutes of the meetings of Board and shall give notice of all such meetings as required by and in accordance with these By-Laws. The Secretary shall have custody of the seal of WHGSL and all books, records and papers of WHGSL, except those in the custody of the Treasurer or some other person authorized to have custody and possession thereof by a resolution of the Board.
Section 6. Vacancies. Vacancies among the officers by reason of death, resignation or other cause shall be filled by the Board.
Section 7. Non-Officer Positions. The Board of Directors may from time to time appoint individuals (who may but need not be Directors, officers, Representatives or otherwise affiliated with WHGSL) to serve other functions on behalf of WHGSL, including without limitation Fields, Referee, Registration, Publicity and Fundraising Coordinators. The individuals appointed to such positions may be invited to attend, report to or participate in meetings of the Board.
ARTICLE VII - DISTRIBUTION OF ASSETS
Section 1. Generally. No part of the income, or of the assets, of WHGSL shall ever be distributed to its officers, Directors, Representatives or other individuals affiliated with WHGSL, provided that the foregoing shall restrict the right of WHGSL to reasonably compensate individuals who may be affiliated with WHGSL for services rendered to WHGSL and approved by the Board.
Section 2. Dissolution. In the event of the dissolution of WHGSL, any assets remaining after payment of all liabilities and obligations of WHGSL shall be distributed to one (1) or more non-profit charitable, scientific or educational organizations then qualifying as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or other provisions of like intent and purpose) in such proportions and amounts as the Board, by a vote of Directors holding two-thirds (2/3) of the Directorships, shall determine, provided, however, that if any of such assets shall remain undistributed for a period of six (6) months commencing upon the date of the dissolution of WHGSL, then all such assets remaining at the end of such six (6) month period shall be distributed to the Town’s Department of Leisure Services.
ARTICLE VIII - AMENDMENTS
Section 1. By-Laws. The By-Laws of WHGSL may be amended at any time by vote of Directors holding two-thirds (2/3) of the Directorships at any meeting of the Board.
Section 2. Limitation of Power to Amend. Anything herein to the contrary notwithstanding, no change shall be made in these By-Laws that is likely to affect the exempt status of WHGSL or the West Hartford All Sports Council, Inc. under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time.
Section 3. Record of Changes. Whenever a By-Law is amended, repealed or adopted, such action and the date on which it was taken shall be noted on the original By-Laws in the appropriate place or a new set of By-Laws shall be prepared incorporating such changes.
Section 4. Inconsistencies with Certificate of Incorporation. If any provisions of these By-Laws shall be found to be inconsistent with any provisions of the Certificate of Incorporation of the West Hartford All Sports Council, Inc., as presently existing or as from time to time amended, the latter shall govern.
Certified by the Secretary of the West Hartford Girls Soccer League, Incorporated as the Amended and Restated By-Laws adopted by the Board of Directors of WHGSL as of November 11, 2017.
Secretary, West Hartford Girls Soccer League