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BYLAWS OF WESTON WARRIORS SPORTS, INC.

A. Organization. The organization is the Weston Warriors Sports, Inc. (“WWS”).

B. Purpose. The purpose of WWS is to encourage youths to participate in tackle football and cheerleading sporting events, to teach and coach the youth participants in the fundamentals of such sports, to promote an atmosphere of healthy competition, to prepare such participants for games and events sponsored and run by Pop Warner's Gold Coast Division (PW), to serve as a member of PW and to take such other actions which are customary for a charitable, community youth sports organization.

C. Board of Directors.

1) Powers. The business of WWS shall be managed and its corporate powers shall be exercised by its Board of Directors (“BOD”). Except as otherwise provided herein, the BOD shall, by majority vote, make all decisions regarding the organization, maintenance and operation of the WWS and shall have powers necessary to do so, including, but not limited to, the power and authority to:

a) Negotiate, enter into and perform agreements for services, equipment (including football and cheerleading uniforms and equipment) and products as the BOD deems necessary or desirable to operate the WWS for its intended purposes;

b) Maintain and procure insurance, including director and officer insurance;

c) Charge and collect registration fees, procure sponsorships, operate concessions and hold fundraisers as the BOD deems necessary to operate the WWS in a first class manner;

d) Create rules and procedures for the selection of, and rules of conduct for, cheerleading and football coaches;

e) Create rules of conduct for parents and participants;

f) Investigate and address grievances and discipline Members, coaches and participants in any manner deemed appropriate by the BOD, including probation, suspension and expulsion;

g) Open, maintain and close bank accounts and make deposits to and withdrawals from such bank accounts;

h) Perform any and all other acts the BOD deems necessary or appropriate in furtherance of the purposes of the WWS.

Notwithstanding the foregoing, the BOD shall not (i) take any action which would violate any law or PW bylaw or cause the WWS to lose its membership in the PW, (ii) use any WWS funds for any reason other than the operation of the WWS and (iii) without unanimous consent of the BOD, (x) dissolve the WWS or (y) amend these bylaws.

2) Number. Until the number is changed by unanimous consent of the presiding directors, the BOD shall consist of five (5) directors.

3) Election and Term of Office. Eligible Persons (defined below) shall be elected as directors at the annual meeting of the Members (defined below). Each director shall hold office until the next succeeding annual meeting or upon the resignation, death, disability or removal, whichever occurs sooner.

4) Nomination of Board Members – Nomination of Board Members – The existing BOD shall automatically be nominated to the ballot during the succeeding annual meeting unless in the event of resignation or removal. The existing BOD may nominate no more than two new Eligible Persons (defined below) making the total nominees for the new BOD to be no more than seven candidates.

5) Eligible Persons. “Eligible Person” means any person who was a Member, Coach or Officer of the WWS during the immediately preceding season and who is in good standing (as determined by the current BOD). However, one seat on the BOD shall be reserved for a person who has served as an AYFL League Representative for no less than two years (the “AYFL Eligible Persons”). In the event an election results in fewer than one AYFL Eligible Person being elected to the BOD, the AYFL Eligible Person with the most votes among AYFL Eligible Persons running for the BOD shall be elected to the BOD and the Eligible Person who is not an AYFL Eligible Person and has the least votes among Eligible Persons running for BOD shall not be a director. Nothing herein shall be construed as preventing more that one AYFL Eligible Persons from serving as directors. In the event less than one AYFL Eligible Person runs for the BOD, the BOD shall still consist of five Eligible Persons.

6) Vacancies. Any vacancy on the BOD, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum. A director elected to fill a vacancy shall be elected until the next annual meeting of the Members.

7) Removal. A director is deemed removed by any of the following: (i) automatically, if his/her service as a director causes a violation of any PW Bylaws, (ii) automatically, if his/her service violates any law, ordinance or regulation of any governmental authority, (iii) upon written petition signed by no less than 75% of the Members or (iv) upon the vote of three directors together with the vote of no less than 75% of the head coaches (cheerleading and football). Whether any cause for removal under the preceding clauses (i), (ii), (iii) or (iv) exists shall be determined by a finding by a majority of the other directors.

8) Place and Time of Meetings. Meetings of the BOD shall occur at such times and locations as determined by the BOD, but meetings shall be held no less frequently than is necessary to operate the WWS in a first class manner.

9) Special Meetings. Special meetings of the BOD may be called by any two directors, on two (2) days’ written or email notice to each director. Attendance by a director at a special meeting shall constitute a waiver of notice of such special meeting.

10) Quorum. A majority of all the directors shall constitute a quorum for the transaction of business. The affirmative vote of the majority of directors present at a meeting where a quorum is present shall be the act of the BOD. If a quorum shall not be present at any meeting of the BOD, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

11) Compensation. The Board of Directors shall serve without compensation. This provision may not be amended without the consent of the majority of the Members.

12) Written Consent. Any action of the BOD may be taken without a meeting, if a consent in writing, setting forth the action so to be taken, is signed by all of the members of the BOD, and is filed in the minutes of the proceedings of the BOD. For purposes of this paragraph, an email sent by a director to the other directors on the BOD shall be deemed a writing signed by such director.

 

D. Members.

1) Members. “Members” means, with respect to an annual meeting of the Members, all coaches coaching, all BOD members serving and all parents of youths participating in the WWS, during the preceding season. Life Members (defined below) shall also be Members. Once a season begins, the Members shall be the Life Members, the parents of the participants in the WWS, the coaches and the BOD.

2) Eligible Members. “Eligible Members” means all Members, except those found to be ineligible by the BOD. The BOD by vote of no less than 4 directors may reinstate any ineligible Member.

3) Life Members. “Life Members” means those Board Members who have been Volunteering Members in good standing for no less than six (6) years and who have been voted as Life Members by the BOD. Once voted in as a Life Member, such person shall remain a Life Member absent a vote of a majority of the BOD to expel such person. The BOD shall maintain a list of Life Members in the books and records of the WWS.

4) Voting Members – In the Annual Election of the Executive Board the voting members shall be compromised of the current members of the BOD.

5) Annual Meetings. The annual meeting of the Members shall be held in February of each calendar year, or, if not feasible, on such other date as the BOD may determine. No less than 2 weeks’ notice shall be given for the annual meeting. The BOD may call special meetings if the BOD determines that a special meeting is necessary or appropriate.

6) Voting. At an annual meeting each Voting Member shall vote for five persons running for the BOD. No voting by proxy is allowed. No cumulative voting is allowed (i.e., no Voting Member may cast more than one vote per candidate for the BOD so that, for example, a Voting Member may not vote 5 times for the candidate, Joe Director). In the event a Voting Member casts more than one vote for a candidate for the BOD, the candidate shall be deemed to have received a single vote and the remaining votes of the Voting Member shall be disregarded. Subject to Section C.4, the five Eligible Persons receiving the most votes shall be elected as the BOD. The Mandatory Officers (defined below) from the previous BOD shall count the votes.

7) Grievances. Any complaint of a Member shall be submitted in writing to the BOD. The BOD shall investigate and address the complaint as it determines is appropriate, but shall endeavor to respond to the complaining Member within two weeks of receipt of the complaint. In the event the complaint concerns a director on the BOD, (i) the affected director shall not participate in the investigation or resolution of the complaint and (ii) the BOD may, but is not obligated to, appoint a special director to sit with the BOD in resolving the complaint.

8) Any Director and/or member, current or former, that is determined by a majority of the BOD to have committed ANY criminal violation against the WWS, shall be banned for life.

E. Officers.

1) Positions. Except as provided in Section E.2 below, the BOD may, but is not obligated to, delegate its operational duties to persons appointed as officers of the WWS. Officer positions shall have such responsibilities as determined by the BOD. Such positions could include, for example, Football Operations Officer, Cheerleading Operations Officer, Fundraising Officer, Concessions Officer and Purchasing Officer.

2) President, Secretary and Treasurer. The WWS shall have officer positions of President, Secretary and Treasurer (“Mandatory Officers”). Only directors are eligible to serve as Mandatory Officers. The BOD shall select which directors are to serve as Mandatory Officers. One director may serve in more than one Mandatory Officer position. Unless the BOD adopts a written resolution granting Mandatory Officers specific authority and responsibilities, each Mandatory Officer shall have the responsibilities customarily associated with the title president, secretary or treasurer, as applicable.

3) Authority. Officers shall advise and assist the BOD and shall have no authority to bind the WWS under any contact or agreement, unless such authority is granted by the BOD in writing, or make final decisions for coaching positions.

4) Removal. Officers, including Mandatory Officers, can be removed at any time, for any or no reason, by the BOD. The removal of a Mandatory Officer shall not affect such person’s status as a director, unless such person is removed as a director in accordance with these Bylaws.

5) Compensation. Officers shall serve without compensation, unless the BOD determines otherwise by unanimous consent of the BOD.

F. Amendment to Bylaws. Except as provided otherwise herein, these Bylaws may be altered, amended, repealed or added to by the vote of a majority of the BOD at any special meeting of the directors called for that purpose.

G. Indemnification. The WWS may indemnify to the fullest extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the WWS, or is or was serving at the request of the WWS as a director, officer, employee or agent of any other corpora-tion, partnership, joint venture, trust or other enterprise.

H. PW. In the event the application of any these Bylaws shall violate any bylaw of PW, the BOD may modify or apply these bylaws as necessary so that no violation of the PW bylaws occurs.

THIS CERTIFIES that the foregoing constitutes the Bylaws adopted by the Board of Directors of the WWS on the 26th day of February 2017.

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