1.1.1. The name of the Corporation is the "Wilson United Soccer League, Inc.". The Corporation also conducts business under the name of Wilson United Soccer Club or WUSC.

1.2.1  Wilson United Soccer Club is an educational organization whose mission is to foster the physical, mental and emotional growth for the youth in Wilson County, Tennessee through the sport of soccer.

1.2.2 Wilson United Soccer Club is organized exclusively for charitable, religious, educational, and/or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.

1.2.3 The Wilson United Soccer Club will in no manner directly or indirectly participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

1.3.1 The offices and all activities for the Wilson United Soccer Club are located in Wilson County, Tennessee. This fixed location can change by a vote of the Board of Directors.

2.1.1. The governing authority of the Corporation shall be vested with the Board of Directors of the Corporation,comprised of elected and appointed members, whose powers shall be delegated in the Bylaws.

 2.2.1  Class A membership consists of the elected Executive Board members, including the President, Vice President, Secretary, Treasurer, and Risk Management Coordinator. These individuals are responsible for the overall governance, financial oversight, and strategic direction of Wilson United Soccer Club. Their role includes establishing policies, approving budgets, overseeing club operations, and ensuring compliance with all regulatory and organizational requirements. They are the primary decision-making body within the club and are tasked with upholding the mission, vision, and long-term development of the organization

2.2.2. Class B membership includes appointed board members and club employees who serve in designated operational roles such as the Sporting Director, Operations Manager, Select Registrar, Recreation Registrar, Vendor Manager, Marketing Director, Sponsorship Director, Concession Coordinator, Tournament Director, Adult League Coordinator, and Select Team Manager.  These individuals are responsible for executing the day-to-day functions of the club within their respective areas, providing recommendations to the Executive Board, and supporting the club’s overall mission. While they do not engage in governance decisions, their role is critical in ensuring the efficient management and growth of club programming, partnerships, and member services.

2.2.3. Class C membership comprises all individuals who are actively involved in Wilson United Soccer Club, including parents and guardians of registered players, coaches, and volunteers. While they do not hold governance roles, their engagement is essential in fostering a strong club culture, supporting player development, and contributing to the club’s community outreach initiatives. They are encouraged to participate in member-driven committees, attend open meetings, and provide feedback to the club leadership to help shape the club’s future direction.

2.3.1 The Executive Board Members shall be the President, Vice-President, Secretary, Treasurer, and Risk Management.

2.4.1. Executive Board Members shall be selected by majority vote of Class A and B membership at the February Meeting of the Corporation, taking office immediately following a vote to ratify election results. 

2.4.2. All Elected Board Members shall be elected for a two-year term.

2.4.3. The President and Risk Management Coordinator shall be elected in odd number years and shall assume office immediately following the adjournment of the meeting of their election.

2.4.4. The Vice President, Secretary, and Treasurer shall be elected in even numbered years and shall assume office immediately following the adjournment of the meeting of their election.

2.4.5. Executive Board Members can only serve in one elected board position during their term, but may fill appointed positions, chair committees and service in any committee.

2.4.6. Removal of an Executive Board Member. Any member of the Executive

2.4.7. Board may be removed from office by a majority vote (51%) of class A and B members. Notice of intent to remove an Executive Committee member must be presented, in writing, to the President no less than fifteen (15) days prior   meeting where this matter is to be addressed. If the President is party to the motion, the Vice President shall receive the written motion and conduct all business on this matter. All motions for removal must clearly state the reason, and if possible, provide evidence or statements of fact. These rules for removal may be amended, as individually needed, by a two-thirds majority vote (67%) vote of Class A members.

2.4.8. Any Executive Board member may resign their position by submitting their written resignation to the President. 

2.5.1. The Vice President will form a nominating committee by September of each year consisting of three to five (3-5) non-Executive board members. Members must be current members and in good standing and may include appointed, employed or general members. Members must be 18 years or older to serve on this committee.

2.5.2. The nominating committee shall solicit candidates through public announcements and interview each candidate completing an evaluation rubric.

2.5.3. A report of each candidate shall be read at the November board meeting before class A and B members.

2.5.4. Upon request by class A and/or B members, additional information may be gathered and presented at the December meeting prior to the vote.

2.6.1. The President shall have the authority to appoint a replacement to fulfill the remainder of the term if the vacancy occurs withing six (6) months or less from the term’s expiration. No formal nomination process is required in this case. 

2.6.2. If an Executive Board member vacates their role with more than six (6) months remaining on their term, the vacancy shall be filled following the nomination process outlined in Section 2.5 Election of Executive Board, with the nominating committee convened and will have 30 days to solicit candidates for the vacant position. At the next published board meeting the nominating committee shall present its findings to Class A and B voting members, who may request additional information or motion to vote on filling the vacancy. The process to fill a mid-term vacancy must be completed withing 60 days of the vacancy occurring. 

2.6.3. If necessary to maintain club operations, the President may appoint a interim board member until the nomination and election process is completed

2.7.1. The Appointed Board Members shall be and are not limited to the Select Registrar, Recreation Registrar, Vendor Management, Marketing Director, Sponsorship Director, Concession Coordinator, Tournament Director, Adult League Coordinator, Select Team Manager and Field Coordinator.

2.7.2. The Appointed board members shall be assigned by the Sporting Director or Operations Manager.

2.7.3. The Executive Board shall provide oversight but will not directly appoint these roles unless a vacancy persists for more than 90 days. If a vacancy persists for more than 90 days, the Executive Board may appoint a temporary individual to fill the role until the Sporting Director or Operations Manager make a permanent selection.

2.7.4. Appointed board member roles may be altered, added or removed upon a written request by the Sporting Director or Operations Manager submitted to the Executive Board and must include rational for the change. The Executive Board will review the request and may approve it through a formal vote without requiring a bylaw amendment.

2.7.5. Appointed board members shall serve indefinitely, without a fixed term limit. They shall remain in their role until they voluntarily resign or are removed by the Sporting Director or Operations Manager. Removal may occur at the discretion of the Sporting Director or Operations Manager based on the needs of the club, performance considerations, or other relevant factors. No formal board vote is required for the removal of an appointed board member.

2.8.1. Regular meetings of the Board of Directors should normally be held monthly but shall not be held fewer than four (4) times per year.

2.8.2. The Board of Directors shall hold other meetings whenever the President deems it necessary or when the President is specifically instructed to call a meeting, in writing, by three or more members of the Board of Directors.

2.8.3. At all meetings of the Board of Directors, 51% of Class A members shall constitute a quorum for the transaction of business.

2.8.4. Minutes of meetings shall be recorded, maintained and shared by the Secretary.

2.8.5. Attendance by telephonic or virtual (online) to meetings is allowed. Participation in such a meeting by telephonic or online means shall constitute presence in person at a meeting, and to meet a quorum.

No more than three (3) unexcused absences from a meeting by the Board of Directors will be tolerated. More than three (3) unexcused absences may result in removal from the board. Unexcused absence is defined by failing to give notice of a valid reason for missing the board meeting to the Secretary within at least twenty-four (24) hours of the meeting.

2.9.1. Robert's Rules of Order, latest edition, shall be the parliamentary authority for all meetings of the Corporation, unless otherwise agreed to by the participants by a 2/3 vote.

2.10.1. In cases where an urgent decision is required and a quorum cannot be met, a virtual or remote vote may be conducted via email or electronic means, provided that at least three (3) Class A members participate, a written record of the vote is maintained, and the decision is ratified at the next in-person or scheduled board meeting.

2.11.1. The Annual General Membership Meeting of Wilson United Soccer Club shall be held in the month of February each year. The exact date, time, and location shall be determined by the Executive Board and communicated to all members no less than 30 days in advance. The purpose of this meeting is to provide updates on club operations, financial standing, program development, and any other business deemed necessary by the Executive Board. While Class C (general membership) may attend and participate, voting rights shall be restricted to the applicable membership classes as outlined in these bylaws

2.12.1. Regular Board Meetings, the President shall have the authority to declare a portion or the entirety of a regular board meeting as closed to Class B and/or Class C members when discussing matters that require confidentiality. Closed portions of the meeting may include, but are not limited to: Personnel discussions, Legal matters, Financial deliberations, Strategic planning discussions affecting governance.  Any votes taken in a closed session shall be recorded in the official meeting minutes, with necessary details redacted when confidentiality is required.

2.12.2. Special meetings may be called as closed-door sessions at the discretion of the President, Attendance may be restricted to Class A members.

2.12.3. The Annual General Membership Meeting must remain open to all classes of membership (A, B, and C). The Executive Board may designate certain agenda items as confidential and reserve the right to hold a closed executive session before or after the open meeting.

2.12.4. Any individual participating in a closed session shall be expected to maintain confidentiality regarding matters discussed. Violation of this confidentiality may result in disciplinary action as determined by the Executive Board.

2.13.1. The board must approve Senior Advisory members through a majority vote.

2.13.2. Advisory members may attend board meetings but will be limited to class C voting rights.

2.13.3. The term for a Senior Advisory member is one year, renewable annually by board approval.

2.13.4. The Senior Advisory Board shall consist of no more than 5 members at any given time.

2.13.5. Each member may serve a one-year term, renewable annually by majority board approval, with a maximum of three consecutive terms

2.14 Members shall receive no compensation for carrying out their duties as directors. However, the Board may adopt policies, or an individual motion, allowing for reasonable reimbursement of members for expenses incurred in conjunction with carrying out Corporation responsibilities.

2.15  Members are not restricted from being remunerated for professional services provided to the Corporation. Such remuneration shall be reasonable and fair to the Corporation and must be reviewed and approved in accordance with the Board of Directors Conflict of Interest Policy and any applicable state law.

2.16 The Board of Directors may at their discretion hire individuals from time to time. Any individual receiving payment or salary shall not have voting privileges, except as stated in Article 4.1.2

3.1.1 The Board of Directors shall have vested the responsibility and authority to:

• Interpret and enforce the Corporation's Bylaws and the Policies and Procedures.

• Formulate and amend Rules to serve the best interests and objectives of the Corporation.

• Reprimand, suspend, bar completely, or otherwise discipline any member, player, coach, referee, administrator, parent, or affiliated team for violations of the Corporation's Constitution, Bylaws, and/or the Policies and Procedures.

• Budget for and administer the funds of the Corporation subject to ratification and approval by the Board of Directors.

• Hire, supervise, and terminate employees. Confirm individuals to fill vacancies on the Board of Directors until the next regular election.

3.1.2 Each member shall carry out his or her duties in a responsible manner, acting only in the best interests of the Corporation and its membership.

3.1.3 Each member shall be prepared to report on his or her activities and areas of responsibility at meetings of the Board of Directors and general membership

3.1.4 Each member shall follow the Corporation's Financial policy regarding budget proposals, expense reports, and handling of Corporation monies.

3.1.5 Each director shall be familiar with the rules of the Corporation, TSSA, USSF, and its divisions.

3.1.6 The Board of Directors, with the President as Chairman, serves as the Corporation's Appeals and Discipline Committee to hear protests and appeals and make decisions on appropriate disciplinary action for incidents of misconduct.

3.1.7 Shall have the authority to make emergency decisions for the Corporation between regular Board of Directors meetings.

3.2.1 President

• Serves as Chairman of the Board of Directors,

• Presides at all meetings of the Board of Directors,

• Serves as an ex-officio non-voting member of all Corporation committees

• Appoints committee chairmen and committee members as required.

• Votes in committees only in case of a tie vote.

• Must review with the Treasurer and Vice President on a monthly basis all bank records and statements.

• The President may legally enter into contracts on behalf of the Corporation only after the Risk Management Coordinator, or the Corporations Legal Counsel on behalf of the Corporation, signs off in writing that the contract and its terms are acceptable to enter into.

3.2.2 Vice President

• Assists the President with relationships with other groups, paperwork, and matters outside the organization of teams and the play of the game.

• Presides at meetings of the Board of Directors, and membership in the absence of the President.

• Must review with the Treasurer and President on a monthly basis all bank records and statements.

• Post public notices of all meetings pursuant to Robert's Rules of Order.

• The Vice President supervises all employees of the organization through regular meetings, ensuring alignment with the club’s objectives and operational needs. This role includes conducting formal performance evaluations twice per year, providing feedback, and implementing professional development plans as necessary. The Vice President has the authority to develop and enforce performance improvement plans, set expectations for staff, and ensure employees meet the standards set forth by the Executive Board

3.2.3 Secretary

• Records and distributes minutes of all meetings of the membership, and Board of Directors.

• Maintains lists of members in good standing and voting eligibility for meetings.

• Coordinate with the Operations Team to maintain all permanent records of the Corporation.

• Responsible for all written communications of the Corporation, meeting notices, communication with TSSA, and contact with other leagues.

• Creates an agenda for each meeting and distributes to all Board of Directors members no less than twenty-four (24) hours before the next meeting.

• Presents minutes from the previous meeting and distributes to all Board of Directors members no less than twenty-four (24) hours before the next meeting.

• Keeps up with members' attendance at meetings and provides a report to the Board of Directors.

3.2.4 Treasurer

• Prepares the annual budget in June of each year and submits it to the Board of Directors for approval.

• Maintains records and receipts of all money to be deposited in a recognized bank in the name of the Corporation.

• Submits financial reports at least quarterly to the President and general membership.

• Produces all financial records when required by the Board of Directors, properly balanced, and reflecting the current financial status of the Corporation.

• Prepares and files tax returns in a timely manner.

• Prepares any and all financial documents pertaining to the Corporation's Charter of Incorporation and tax-exempt status and can arrange for periodic audits of the Corporation's books.

• Must be bonded.

• Must review with the President and Vice President on a monthly basis the bank records and statements of the Corporation.

• Shall make financial records available to executive board members per request within 24 hours.

3.2.5 Risk Management Coordinator

• Serves as manager for the Corporation's Risk Management Program.

• Communicates and distributes educational material on risk management, as necessary.

• Obtains signed Employment/Volunteer Disclosure Statements for all coaches, managers, administrators, employees, and volunteers with exposure to youth of the Corporation as necessary.

• Ensures that all necessary forms for the state office are completed and submitted.

• Maintains that all insurance is valid and up to date.

• Reviews any and all contracts that the Corporation wishes to enter into and must sign off in writing prior to any Executive Board Member signing a contract for any good or service.

3.3.1 The President shall appoint chairmen and members to serve on standing committees if necessary.

3.3.2 Specific duties and responsibilities of each committee, procedures for selecting committee members, and job descriptions for committee members shall be established by the Board of Directors and detailed in these Bylaws or the Corporation's Policies and Procedures.

3.3.3 Committee members who fail to carry out their duties in a responsible manner or whose actions are detrimental to the Corporation and/or its programs may be removed from their position by the Board of Directors in accordance with the disciplinary policy.

3.3.4 Standing Committees and their general areas of responsibility shall be as needed:

• A By-Laws: Chaired by the President, responsible for reviewing club rules, policies, and by-laws. This committee will assist with clarifications or improvements to the articles of the Board
• Personnel: Chaired by the President, this adhoc committee provides direction on hiring, management and termination of operational personal
• Budget: Chaired by the Treasurer; responsible for preparation of the Corporation's annual budget and presentation of the proposed budget to the Board of Directors.
• Recreation Committee: Chaired by the Recreation DOC(s). This committee controls the daily operational activities for the Rec Soccer members and Adult Soccer members. The committee will focus on player development of the game and management of Recreation coaches.
• Select Committee: Chaired by the Select DOC(s). This committee controls the daily operational activities for the Select Soccer members. The committee will focus on player development of the game and management of Select coaches.
• Culture Committee: Chaired by the Vice President. This committee will drive the culture of the Corporation. Through this committee communication and training for Parents, Players and Coaches are key to help maintain proper behavior, understanding and culture.
• Concession: Chaired by the Concession Coordinator. This committee will manage the concessions at tournaments and club games. 
• Vendor: Chaired by the Vendor Manager. This committee works with our vendors that support operations within the club. Centralizing this committee allows us to better manage relationship, improve service and pricing to the club.
• Selection Committee: The selection committee is made up of six (6) members to assist in the evaluation of recommended selected members to the Board of Directors. This committee will be formed with two (2) appointed members, two (2) soccer operations team members, and 2 selected board members. The committee will recommend a person for each open selected board position. The Secretary will assist in identifying the selection committee members and coordinate the evaluation process. If the Secretary is not available, then the process will be coordinated by the President. The Secretary or the President do not have to be on the Selection Committee but can be members too.
• Ad Hoc Committees: The President shall appoint other committees that are deemed in the best interest of the Corporation. Any memberof the Board of Directors shall be eligible to serve on any committee.The chairperson may either be appointed by the President or selected by the committee members. The President shall have authority over any Ad Hoc Committee.

4.1.1 Class A – Executive Board Members consisting of the President, Vice President, Secretary, Treasurer, and Risk Management Coordinator, hold full voting rights on all maters related to club governance, financial oversight, operational strategy and policy decisions. Each member, except the President, is entitled to one vote. The President shall only cast a vote in the event of a tie. 

Class A members have the exclusive authority to:

• Approve and amend bylaws and policies.

• Authorize financial decisions, including budget approvals, contracts, and major expenditures.

• Oversee club operations, including strategic planning, competitive program structure, and vendor agreements. 

• Hire, evaluate, and terminate employees.

• Establish and dissolve standing and ad hoc committees.

• Approve and oversee major facility development projects.

4.1.2 Class B – Appointed Board Members & Club Employees have limited voting rights and may only vote in the annual December election Executive Board position and per financial governance decisions as permitted by the bylaws. Class B members do not have voting rights on general governance matters, policy amendments, or bylaw changes.

4.1.3 Class C - General Club Membership, which include all registered club members such as parents/guardians of players, volunteer coaches, and participants, do not have formal voting rights on governance, financial, or operational matters. However, Class C members may be invited to participate in club-wide votes on specific initiatives at the discretion of the Executive Board, such as:

• Facility development projects requiring major funding or member participation.

• Club-wide initiatives that impact membership fees, major program shifts, or long-term strategic plans.

• Decisions requiring a vote from Class C members must be approved by a majority of participating voters, with the final authority resting with the Executive Board.

4.1.4 In no event shall proxy voting be accepted. Voting members who are eligible to vote must be present at the meeting to be able to cast their vote 

5.1  Contract Authority: The President may enter into contracts only after review by the Risk Management Coordinator and one other Executive Board member.

5.2 Contracts exceeding $10,000 require full board approval by majority vote of A class membership.

5.3 Debt and loans, Loans over $50,000 require a supermajority (2/3) board approval of class A and B membership. Loans over $250,000 require a full membership vote of Class A, B and C membership. 

5.3.1 Full Membership Vote: Defined as a simple majority (51%) of members present (not all 4,000+members) that have cast their votes.

5.4 Player registration fees cannot be used as collateral for loans.

5.5 A Debt Oversight Committee will be formed for any financial commitment exceeding $500,000.

6.1.1 The Treasurer will review finances monthly with the board, formal financial reports will be presented quarterly.

6.1.2 A Financial Review Committee will conduct an annual review.

6.1.3 Annual Financial Review Process:

• The Financial Review Committee will be formed by September 30 each year. 
• The committee will consist of three independent financial professionals (e.g., CPA, financial analyst, auditor)
• Findings must be presented to the board by December 15. 
• The club will conduct an independent financial audit annually, with a formal Financial Audit Policy to be drafted as a separate document

7.1.1 A bylaw review committee shall be formed at minimum every five (5) years if not requested by the president sooner. This committee will review the bylaws and ensure they continue to meet the needs or the membership and vison of the club. 

7.1.2 The Sporting Director may introduce new offerings, changes to exiting offerings and strategic partnerships by presenting the proposed change to the Executive board who has the authority to approve or disapprove without requiring bylaw amendments. 

8.1.1 Amendments to the bylaws must be approved by two-thirds of the voting members of the Board of Directors at a regular or called meeting. 

8.1.2 Proposed amendments may be submitted by any Board of Directors member.

8.1.3 Proposals should include the number and text of the current rule, the text of the proposed new or revised rule, and the reason for the change.

8.1.4 Proposals to revise or amend the Bylaws shall be submitted, in writing, to the President at least 30 days in advance of the regular or called Board of Directors meeting.

8.1.5 Amendment proposals shall be published for study by affiliated members at least 14 days prior to the regular or called Board of Directors meeting at which the proposal will be considered.

10.1 .1  General grammatical and spelling errors can be fixed as long as the by-law meaning and interpretation is not adjusted. The adjustments will be confirmed by the By-Law committee and documented.

11.1.1 The Corporation may be dissolved only with authorization, first, by its Board of Directors given at a special meeting called for that purpose and, second, with subsequent approval by a two-thirds (2/3) vote of the eligible voting membership.

11.1.2 Upon dissolution or other termination of the Corporation, assets shall be first distributed to an exempt purpose that aligns with the educational mission of the Corporation. Finding none, then distribution shall be for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or 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 disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Corporation is the 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.

Appendix A – Corporation Financial Policy

Appendix B - Conflict of Interest Policy

Appendix C - Disciplinary Policy