CONSTITUTION AND BY-LAWS of the MONROE WOODBURY SOCCER CLUB, INC.

CONSTITUTION AND BY-LAWS of the MONROE WOODBURY SOCCER CLUB, INC.

 

Monroe Woodbury United Soccer Club

 

ARTICLE I

NAME

The name of this organization shall be the Monroe Woodbury United Soccer Club. Here and after referred to as the MWUSC, Region or Club incorporated under the laws of the State of New York as a Not-For-Profit organization.

ARTICLE II

PURPOSE

In accordance with the Internal Revenue Service Code of 1954, the MWUSC shall operate exclusively as a publicly supported Not-For-Profit organization as described in Section 509 (a)(2), and within the meaning and intent of Section 501 (c)(3).

The MWUSC MISSION is:

A. To develop and deliver quality youth soccer programs where everyone builds positive character through participation in a fun, fair, safe family environment.

B. To organize and administer soccer programs within the MWUSC area of jurisdiction, to educate, develop, and improve the game of soccer among youth players in any seasonal year;

C. To foster the sport of soccer in general, and to encourage and assist in the development and growth of soccer so that soccer is made available to more people in all levels of skill and competition;

D. To actively foster and develop among all players and persons involved in soccer the characteristics of honesty, respect, self-reliance, discipline, team play, and good fellowship which are the essentials of good sportsmanship.

E. All recreational & travel players, parents, spectators and officials must adhere to all MWUSC by- laws.

F. MWUSC Travel Team’s must adhere to MWUSC Constitution and By-Laws and rules and regulations stated in MWUSC Travel by-laws, as well as, rules in the league for which they play.

G. Provide a source of insurance of liability coverage and accident reimbursement program.

H. Provide a soccer program for players of all levels. Treat all MWUSC programs with equal importance.

MONROE WOODBURY UNITED SOCCER CLUB RESPONSIBILITIES

The MWUSC shall be responsible for the conduct of all players, officials, and spectators on its home fields, and for the conduct of the Club’s players, officials, and spectators on attending other organization or club fields. The MWUSC shall take all reasonable precautions and actions to:

1. Ensure the safety of all players, officials, and spectators:

2. “Prevent any Club player, official, or spectator from intimidating, assaulting or threatening any other player, official or spectator;

3. Prevent damage to public or private property.

4. Profanity and the use of tobacco products, illegal substances, and alcoholic beverages will not be tolerated or permitted at any MWUSC practice, game or tournament

5. MWUSC Travel players in addition to above policies must adhere to MWUSC Travel by-laws; including “Overview and Guideline procedures”

ARTICLE III

JURISDICTION

The area of jurisdiction of the MWUSC shall be the whole of the Town of Monroe, and all areas of the Monroe Woodbury Central School District that lie outside the Town of Monroe and the Town of Woodbury and any area approved by the MWUSC supervisory board.

ARTICLE IV

AFFILIATION

The Monroe Woodbury Soccer Club, Inc. shall be a member of one or many National Affiliates of the United States Soccer Federation (USSF), which is a member in good standing and is governed by the rules of the Federation lnternationale de Football Association (FIFA). By such affiliation, the MWUSC shall adhere to the regulations and matters pertaining to the education, promotion, development, and administration of soccer within the Club’s area of jurisdiction as directed by selected national affiliates.

ARTICLE V

COLORS

All recreational team colors shall be designated by the Recreational Board of Directors. All travel team colors shall be designated by the Travel Board of Directors. Uniform colors for both recreational and travel programs must be approved by the current Supervisory Board of Directors prior to the start of each season.

ARTICLE VI

MEMBERSHIP

A. Membership in the MWUSC is open to all youth players, from the ages of 3-18 residing within the Club’s area of jurisdiction. All applicants shall be accepted for membership provided:

1. Applications are submitted to the Club online or in writing on the prescribed player membership registration form. Acceptable proof of age is presented, age verification for status in correct age group is verified by birth certificate- recreational players must be of legal age by December 1 for the following fall/spring season; travel player eligibility as of July 31, for the following fall/spring season and the appropriate membership fees are received by the specified date applicable to recreational and travel players. Travel Players also refer to Player Preparation outlined in Travel by-laws.

2. The membership form is properly and correctly completed with the required signatures of the youth player’s parent/legal guardian;

3. The Club has sufficient players and or coaches to form teams in the appropriate age divisions. At any time, the MWUSC Recreational Board of Directors and/or team coaches, may supercede the maximum number of players in each any age division. In game, practice, or tournament play, this override must be mutually agreed upon by both team coaches with the approval of referee.

4. MWUSC Travel Team Players refer to sections in the Travel by-laws on “Team Formation”, “Team Age Grouping” and “Minimum Number of Players” for specific procedures.

B. The parents/legal guardians of properly registered youth players shall automatically be members of the club.

C. Membership is open to other persons interested in the education, development, promotion and administration of the game of soccer, though such persons are not required to have youth players in the Club. Such persons must have successfully completed MWUSC Volunteer Registration Forms with mandatory background checks and necessary coaching courses given by a certified instructor prior to volunteering in MWUSC and;

1. Application and acceptance for this type of membership require the specific approval of the Supervisory Board of Directors.

D. Membership in the MWUSC shall be for one seasonal year.

E. Registration Fees; Refunds- Any recreational player in good standing may resign at any time without prejudice. Travel players and parents are bound and committed for the entire year, August to July 31 for the upcoming year. All travel players, parents and coaches must adhere to these by-laws, the Travel by-laws and League rules in which the MWUSC Travel program participates. Resigning after August and prior to July 31 of the

upcoming year will place the Travel player and parent in default of these by-laws. (Travel Players see Travel by-laws on Player Removal Procedures.) Any recreational player who withdraws prior to participating in the first game of the season shall be entitled to a refund of such registration fees. The cost of the uniform, insurance or other specific non-recoverable costs may be deducted from the refund, if said fees have already been incurred by MWUSC. If resignation occurs after the scheduled date of the first game of the season, membership fees will not be refunded. The registration fee for each player participant shall be fixed annually by the Supervisory Board of Directors. The Supervisory Board of Directors may however by specific grant or scholarship, waive such registration in whole or in part with respect to any participant if such fee would create a hardship for such participant or his or her family.

1. Registration fees for an approved MWUSC Recreational player shall be processed at the annual Spring Registration for the following Fall/Spring season. These fees and dates are reviewed and fixed annually by the Supervisory Board of Directors.

2. Registration fees for an approved MWUSC Travel player- the initial registration fee is due at the MWUSC Spring registration for the following Fall/Spring season. Travel program specific fees and dates are reviewed and fixed annually by the Travel Board, and approved annually by the Supervisory Board of Directors. Refer to Travel by-laws- “Travel Fees” and “Travel Fee and Team Budget Breakdown” for additional fees and policies.

F. Each member in good standing who has attained the age of eighteen (18) years of age shall have full voting rights. Each qualified member shall have one (1) vote.

ARTICLE VII

INFORMATION ABOUT THE PROGRAM

A. Team assignments of recreational players shall be made by those persons delegated such task by the Recreational Board of Directors. Retention of players on any team shall be limited to the head coach and assistant coach’s child. Otherwise there shall be no automatic retention of players on any specific team or with any specific coach from the previous season, every attempt shall be made to balance the skill level of teams within each division through an annual player draft. No member playing on a travel team will be allowed to practice and/ or play on a recreational team. There will be no paid trainers for recreational teams. Once teams are formed, no transfer of any player from one team to another may be made without the approval of the Recreational Head Coach, Age Group Coordinator, Recreational Registrar, Club President and the parent or guardian of the player.

B. Team assignments of Travel players are selected through a process that allows all players in a given division an opportunity to participate in the Travel Program. Players from previous year’s team must try- out for the team being selected each year. Teams will be formed using the procedures outlined in the Travel by-laws; “Player Selection.”

1. Player notification of acceptance onto a travel team is generally one week after the final try-out. The decision of the coaches and the Travel Program Committee is final; there is no appeal if a player is not selected to a team.

2. Travel coaches should use good judgment in the selection process giving precedence to Monroe Woodbury school district players. For age groups U10 and younger travel coaches should make every effort to provide MWUSC jurisdiction players a practice squad spot at their age group for player development purposes.

3. If a travel player joins after rosters are approved by the teams registered league, the player would have to make arrangements with the MWUSC Travel Registrar to register with MWUSC Travel. At any time that a player joins the MWUSC Travel program, they must first register with the MWUSC and pay the club registration fee.

4. See MWUSC Travel by laws Travel Program participates for additional information regarding travel play including winter and summer training, tournaments, length of season and commitment to play. The Travel Registrar will be responsible for the security of parent/player signed contracts documents.

5. Travel players are not allowed to practice or play for an outside club without their Head Coach’s permission. Failure to abide by these rules and rules outlined in Travel by-laws will result in a meeting with the following people: player, parent/guardian, Head Coach, Travel Coordinator, and Club President. The result of this meeting could result in possible expulsion from MWUSC Travel without release of pass. See Travel by-laws “Player- Team Responsibility” and League rules in which the MWUSC Travel Program participates for additional rules and guidelines.

6. No member playing on an MWUSC recreational team will be allowed to play on a travel team without approval from the travel, recreational, and supervisory boards of directors with a 2/3 vote. If all three boards approve, the player will still be obligated to fulfill the full recreational obligation before attending any Travel program events.

7. If the player, guardian/parent and coach determine that the travel program is no longer appropriate and in the best interest of the travel player he/she may return to the recreational program at any time with Recreational Head Coach and Supervisory Board approval.

8. Prior to the seasonal year, the Travel Board of Directors will submit a proposed slate of teams and their respective coaches to the Supervisory Board of Directors for approval.

C. Attendance & Participation - every player at the recreational playing level must play at least half of every game. Moreover, it is the policy of the club to encourage each coach to (a) play each player at least three quarters of every game, wherever possible, and (b) to allow different players to start the first quarter of each game, and (c) no player may play in three quarters of a game before another player plays a half. It is also the policy of the club, in divisions with goalkeepers, to have different players play the same number of quarters as goalkeeper. If any, as in any other field different position. Each player is strongly urged to attend every team practice. Playing time for the travel program teams will be at the discretion of the head coach. Due to the inherent nature of the Travel Program, playing time and playing positions are up to the team’s coaching staff. There are no requirements in the Travel program to rotate players to various positions. Positional assignments are the judgment of the teams’ coaching staff. Parents must realize the level of commitment needed for their player to play on a travel team is high. Since this commitment level is extensive, parents are therefore a major part of the Travel Program and travel team. The program’s success is based on parent support for their player, team and MWUSC. Refer to Travel by-laws, section “Parents.”

D. Facilities- The initial field lining and weekly maintenance of each field shall be under the supervision of the Club President and/or Director of Facilities. Each coach shall be provided with a first aid kit. No trash should be left at the facility except in designated containers. Parking shall be limited to those areas designated at the fields.

E. Sponsors & Fund raising- The MWUSC encourages local businesses and individuals to support its program. Suitable recognition shall be given to them. Contributions are strongly encouraged to be made to the club rather than to a particular team. Fundraising for travel programs - refer to the Travel by-Laws. All fundraising for the Travel Program must be approved by the Supervisory Board of Directors.

F. Equipment- The club shall make arrangements to supply each player with a shirt with the MWUSC logo properly affixed thereto and. a pair of socks and shorts. See “Player Preparation” of the MWUSC Travel by- laws for additional policies for travel player equipment. Each player is expected to provide his/her own appropriate footwear and shin guards. No player may participate in a game without such shirt, socks, shorts, regulation cleats and shin guards. Players may not wear jewelry of any kind (including chains, watches. body jewelry and earrings, bandanas or other ornamentation or anything else that is likely to cause risk of injury to himself or herself or to other players during the game.

a. Medical information bracelets should not be removed, but must be padded and taped to the player’s skin.

b. Prescription eyeglasses may be worn, but must remain firmly on the wearer’s head or restrained by a strap. Non-prescription eyeglasses and sunglasses are not permitted to be worn by a player during a game.

c. Hard casts (including padded casts), splints, helmets and hard padding are not permitted to be worn by a player during any game or practice. Players with permanent orthodontic braces are strongly encouraged to wear mouth guards.

G. Injuries- Any player who has suffered an injury during a game, practice, tournament or any MWUSC function must have an Accident Report Form completed by a coach, or acting coach explaining how the injury occurred. If a player sought medical attention by a physician or at a medical physicality the player cannot return to play, practice, tournament or any MWUSC function without a signed medical release form from the player’s physician.

Article VIII

Conduct of Players

A. Conduct During Games should be the highest standards of conduct and good sportsmanship must be maintained at all times by players, coaches, referees, and spectators and all other participants. Offensive, insulting or abusive language is forbidden. The use of alcohol, tobacco products or illegal drugs in the vicinity

of the playing field during practices or games is strictly forbidden.

Coaches are expected to be positive and set the best possible example for the participants. The function of the coach should be to provide encouragement and a positive direction. The coach may enter the field of play only with the consent of the referee and may not coach in either of the penalty areas or from behind the goals.

Spectators at games must remain behind the spectator control line (three yards from the sideline) and between the penalty areas and their vocal efforts should be limited to positive compliments to the participants. Under no circumstance should they attempt to coach or address remarks derogatory to players, coaches or the referee. At the end of the game, the players on each team shall line up and shake hands with the players and coaches of the opposing team and thank the referee and assistant referee.

B. Discipline -shall be up to the referee at each game. The referee shall have the power and authority to caution and send off players and coaches (as well as spectators, in the case of outside interference) from the playing area, or terminate the match in necessaryif their conduct violates the Laws of the Game, these Guidelines or otherwise interferes with the course of play. No appeal of disciplinary action taken by a referee shall be allowed.

C. A player or coach who is sent off (red card) or cautioned (yellow· card) will be subject to an additional disciplinary action (e.g., parent conferences. game suspensions, expulsions) at the discretion of the Supervisory Board of Directors upon thorough review of the incident following these guidelines and procedures to Dispute Resolution. The Supervisory Board of Directors may adopt an additional one game suspension for any participant who is sent off the field by a referee for a disciplinary reason. Travel Players and Coaches shall follow these by-laws, the MWUSC Travel by-laws and by-laws of the authorized league of play designated by the MWUSC Travel and the Supervisory Board of Directors.

D. Protest of games shall not be permitted. However, coaches are encouraged to file with the Recreational Referee Administrator a written report within 48 hours after a game of any misapplication by a game referee of the Laws of the Game or rules and regulations. This procedure shall not be used as a means of complaining, or criticizing any judgment call of a referee or assistant referee. If, after investigation by the Recreational Referee Administrator, it is found that a law, rule or regulation was misapplied, such referee shall be so informed in order to ensure that no further misapplication occurs. The Travel program teams shall follow the by-laws of the authorized league of play, designated by the Supervisory Board of Directors

ARTICLE IX

FINANCIAL, BANKING AND RELATED MATTERS

A. Budget; Financial Statement- The Supervisory Board of Directors shall adopt an annual budget which provides the basis for setting player registration fees. At the end of each season, the Club Treasurer and Travel Treasurer shall prepare a statement of income received and amounts expended in connection with the program. Such statements shall be made available for review by the parent or guardian of each player and a copy shall be made available upon reasonable request. This season’s budget and last season’s Statement of Income and Expenses should be completed annually and attached hereto as Appendices. The Supervisory Board of Directors shall verify all statements for accuracy.

B. Account Signatures- all checks drawn on the clubs bank accounts shall bear two signatures. Checks drawn from MWUSC accounts must bear two signatures of club Treasurer, club President, or club Vice President. Signatures drawn on the Travel Checking Account must bear two signatures of the of club President, club Vice President, Travel Coordinator or the Travel Treasurer. Two signatures from the same household shall not be allowed.

C. Transfer of Funds- All funds received by the club, whether from fees, gifts or otherwise, must be deposited into the Club’s checking account, from which all expenses and disbursements must be paid. All funds transferred in or out of the Club’s savings accounts must be transferred from or to the Club’s checking accounts. No MWUSC expense or reimbursements are to be paid from monies collected which have not first been deposited into, and accounted from within, the MWUSC bank accounts.

D. Receipt Procedures- a volunteer accepting payment for registration fees should note upon an available portion of the player registration form. (a) The amount of the payment received (b) whether such payment was made in cash or by check; (c) the check number (if paid by check);(d) the signature on the player registration form;

(e) the names of any other family member players for whom the payment was received; and (f) the initials of the volunteer receiving such payment.

E. Immediate Accounting to Club Treasurer & Travel Treasurer-The Club Treasurer and Travel Treasurer in cooperation with the Supervisory Board of Directors shall establish internal control procedures to safeguard against the misuse or loss of MWUSC assets, especially in regard to the immediate accounting to the Club and Travel Treasurer for monies received, checks written upon the MWUSC bank accounts, invoices received for

accounts payable by the MWUSC, and requests for reimbursement to MWUSC volunteers for out-of-pocket expenses incurred on behalf of the MWUSC. Such internal control procedures shall include the following:

1. No one should sign an MWUSC check in blank or which contains any item to be filled in later. No one should sign an MWUSC check without verifying the expense by examining the invoice or the request for reimbursement.

2. No requests for reimbursement to MWUSC volunteers shall be honored without a written request signed by such volunteer, itemizing the out-of-pocket expenses incurred, and with supporting receipts or other documentation attached.

3. All bills and invoices received for payment by the MWUSC must be forwarded to the Club or Travel Treasurer for payment

F. Cash Handling Procedures The Club Treasurer and the Travel Treasurer in cooperation with other MWUSC Board members shall establish internal control procedures to safeguard against the misuse or loss of MWUSC assets, especially in regard to cash receipts and cash disbursements. Such internal control procedures shall include the following:

1. Funds withdrawn for “cash box change” must be deposited back into the MWUSC bank account on the same day or the first banking day thereafter.

2. All registration fees, sponsorships, fundraising, donations collected in cash and checks must be reconciled to the bank deposit slip and the MWUSC registration form.

3. Arrangements should be made to have the cash received deposited into the MWUSC bank account on the next banking day. When large deposits are received, i.e. registration or fundraising events, every effort should be made to deposit said funds in a reasonable and timely fashion.

4. When handling a significant amount of cash monies at least two MWUSC volunteers should be present.

5. All MWUSC accounts shall be reconciled by the Club Treasurer and the Travel Treasurer and his/her reconciliation should be verified by another Board Member who is not authorized to sign on the accounts.

G. Voting-Any board member holding more than one voting position on the Supervisory Board of Directors, Recreational Board of Directors or Travel Board of Directors shall be entitled to exercise one voting privilege on the relevant board.

ARTICLE X

Suspension & Removal

To protect the rights and interest of the MWUSC the Supervisory Board of Directors shall have the right and power to censure or remove from office or position any officer, committee member, coach, parent or player for cause and to censure, suspend, or terminate from membership, any member of the MWUSC for cause.

A. Causes for censure, removal, suspension, termination, or any other action deemed proper, shall be:

1. Acts of misconduct and attempts to circumvent the Constitution, By-laws, rules, or policies of the MWUSC;

2. Failure of an officer, committee member, or coach to execute the duties and obligations of the position in accordance with the rules and policies of the MWUSC;

3. Absence of an officer from two (2) consecutive regular Supervisory Board of Directors meetings without having been excused by the President;

4. Any other activity determined to be detrimental to the interests and purposes of the MWUSC.

ARTICLE XI

DISPUTE RESOLUTION

A. General Policy-It is the policy of the MWUSC to resolve all disputes involving persons involved in the MWUSC in an amicable way. Compromise should be emphasized whenever possible and personality conflicts should be avoided. If disciplinary action is found to be necessary, it is the MWUSC policy to take only the minimum action necessary. All means available should be taken to avoid legal action.

1. It is the policy of the MWUSC to avoid punishing the players for the conduct of the parents except when there is no other solution (e.g.. where a parent cannot or will not cease his or her disruptive behavior).

2. Voluntary resignation is preferable to a suspension or removal. Suspension or removal procedures are to be used only as a last resort.

3. It is the policy of the MWUSC to avoid publicizing the suspension or removal proceedings beyond those persons who need to know, and to respect the privacy of the individuals involved.

B. General Due Process Procedures- Disputes arising out of game conduct should first be addressed and resolved, if possible, by the Club Referee Administrator and Coach Administrator.

1. The Club President or the Supervisory Board of Directors and the Vice President may appoint a disinterested Hearing Committee of neutral persons to consider such discipline action.

C. If it is determined necessary that a person involved in the MWUSC needs to be disciplined, or that his or her participation in the MWUSC should be limited or terminated after, then the Club President, VP and selected Supervisory Board of Directors. May determine to suspend or remove a person involved in the Club from further involvement in the program by placing said person on notice (by telephone, email, writing or in person) if there is found to be an imminent danger to the program by his or her continuing involvement, or email crime has been alleged to be committed by such participant Such notice shall specify the action to be taken and the reason(s) therefore. Such notices shall further notify said person that he or she upon request will be given a reasonable opportunity to explain why such action should not be taken. Such opportunity to respond may be in person at a hearing, by telephone or in writing. The Club President or the Supervisory Board of Directors and the VP may appoint a disinterested Hearing Committee of neutral persons to consider such discipline action.

1. A suspension is considered to be temporary in nature and such suspension may be removed or set aside by a majority of the Supervisory Board of Directors at any time. The Club President, VP and the Supervisory Board of Directors may remove a person (whether or not suspended) involved in the MWUSC, including Travel, Recreational and/or a Board of Director from further involvement in the program. Such removal may only be made upon prior notice and after a determination is made that removal is appropriate as a result of a disciplinary hearing.

2. Such removal is only permitted when there is found to be (a) a violation of the MWUSC by-Laws, rules, regulations, policies or philosophies or (b) conduct which disrupts the MWUSC activities or programs.

D. Travel Player Removal- Only the Travel Board of Directors, in conjunction with the Supervisory Board of Directors can drop players from a team for cause. Cause includes but is not limited to: failure of the player or family to abide by club rules; parent or player behavior not conforming to club guidelines and philosophy; any actions by a player or parent that reflects poorly on the MWUSC and the league in which they play; and a failure of a family to fulfill their financial obligations to the program (exception are those hardship cases recognized by the club). The Supervisory Board of Directors has the right to dissolve any Travel Team for cause at any time. (Refer to Travel by-laws Section “Minimum Number of Players” for fees assessed for team disbandment.)

1. Hearing Procedures- The disciplinary hearing procedures shall be communicated to and understood by all parties prior to the commencement of such hearing. AII interested parties are to be informed of the date, time and location of such hearing.

2. At the hearing, the Committee shall listen to the facts of the situation from all interested parties. Committee will have one week to reach a decision. Under no circumstance shall the Committee deliberate in the presence of the parties involved in the dispute. The Committee will decide the issues based on the evidence submitted and by majority vote, determine the appropriate action including whether no action should be taken against the individual accused or whether such person and or persons should be given a warning or caution, or whether such person or persons should be suspended or removed from involvement in Club activities. All interested parties shall be promptly notified of such decision, after such person and or persons is given an opportunity to resign voluntarily.

3. Any determination made in accordance with this Article shall be final and binding on all concerned. Any interested party dissatisfied with the decision or action taken by the Hearing Board may request a review of such decision by the Club President.

ARTICLE Xll

ADMINISTRATION

A. The final authority of the MWUSC shall be vested in the members of the Club. The identity of membership shall be kept on record by the Secretary, and these records shall be available at all meetings.

B. The Supervisory Board of Directors shall consist of the elected officers of the Club and shall have the duty and power to conduct the business of the Club on behalf of the membership.

1. The membership shall elect the following officers:

a. To serve as the Supervisory Board of Directors: President

Vice President Treasurer Registrar

Recreational Head Coach Referee Administrator

b. To serve as the Recreational Board of Directors: President

Vice President

Treasurer

Recreational Head Coach Secretary

Facilities & Equipment Director Assistant Facilities Director Webmaster

Referee Administrator

Travel President

Travel Facilities Director Travel Registrar

Travel Treasurer

Scheduling Coordinator Registrar

Assistant Registrar Uniform Coordinator VIP Coordinator

Special Events Coordinator Fundraising Coordinator Volunteer Recruiter.

c. To serve as the Travel Board of Directors: Travel President

Travel Vice President Travel Treasury Travel Registrar

Travel Secretary & Risk Managerrrment Travel Coach Education

Travel Player Development-Girls Travel Player Development- Boys Travel Recruitment of Trainers Travel Director of Fields & Facilities

Travel Publications/Promotions and Communications

2. The Recreational Board of Directors, being responsive to the membership, shall:

a. Conduct the Club’s day-to-day affairs and ongoing decisions concerning the Club’s Recreational Programs;

b. Implement and enforce the necessary Club Recreational policies and rules for conducting activities of the MWUSC.

c. Make recommendations to the Supervisory Board for approval and/or consideration that further the aims and purposed of the MWUSC Recreational Programs.

3. The Travel Board of Directors, being responsive to the membership, shall:

a. Conduct the Club’s day-to-day affairs and ongoing decisions concerning the Club’s Travel Programs;

b. Implement and enforce the necessary Club Travel policies and rules for conducting activities of the MWUSC.

c. Make recommendations to the Supervisory Board for approval and/or consideration that further the aims and purposed of the MWUSC Travel Programs.

4. The Supervisory Board of Directors, being responsive to the membership, shall:

a. Develop, implement and administer the Club’s programs;

b. Conduct the Club’s day-to-day affairs and ongoing decisions;

c. Establish the necessary Club policies and rules for conducting the activities of the MWUSC;

d. Make recommendations to the membership for approval that further the aims and purpose of the MWUSC.

e. The President or Vice President and any two officers of the Supervisory Board may act as an Emergency Committee to make decisions by mutual agreement on matters demanding immediate attention when it is impractical or impossible to call a Supervisory Board of Directors meeting.

f. The Emergency Committee shall have the power to incur liabilities on behalf of the Club in amounts not to exceed $1, 000.00. All such decisions and actions shall be reported at the next Supervisory Board of Directors monthly meeting.

g. Provide financial oversight for both Travel and Recreational programs and approve all financial expenditures outside normal course of business.

h. Approve all Recreational and Travel by-law amendments

C. The President, with the consent of the Supervisory Board of Directors, shall establish and appoint committees as needed.

1. Committees shall be formed for specific purposes, and powers delegated thereto.as the Supervisory Board of Directors deems appropriate.

2. There shall be no permanent standing committees.

3. Any member of the Club in good standing shall be eligible for appointment to a committee.

D. The President, with the consent of the Supervisory Board of Directors shall have the power to appoint any member in good standing to fill any vacancy occurring in any office, or to assume the duties and powers of an office in the event the officer is temporarily inactive, other than the President.

1. The member filling the vacancy shall serve until the completion of the un-expired term.

2. If the President so determines that any officer is temporarily unable to fulfill the duties and responsibilities of the office, the President may elect to appoint a member to assume all such duties and powers of the office until such time the President so declares the officer is able to resume the office.

ARTICLE XIII

Election of Officers

A. Appointment of officers shall occur annually at the General Membership Meeting and the election to office shall be by a two-third 2/3 vote present.

B. The Club President, with the consent of the Supervisory Board of Directors, shall appoint a Nominating Committee at least two (2) months prior to the elections. The Club President cannot reside on this committee. The Committee, when possible, be headed by a Chairperson. Their primary responsibility is to recruit members to fill any vacant Supervisory Board Positions.

1. The Nominating Committee shall develop a slate of nominations for all offices and present the slate to the Supervisory Board of Directors, for approval at the last supervisory board meeting of the current season.

a. Any member of the MWUSC, in good standing, shall be eligible for election as an officer or the Club. Any member interested in being considered as an eligible candidate/Board Member must, 30 days prior to the General Membership Meeting send a written request to the Supervisory Board of Directors.

b. Any elective position may be held by an active coach or member, eighteen (18) years of age or older, in good standing.

c. Officers will be elected only if personally present, except upon receipt by the Committee of a letter signed by the absent candidate of his/her intention to hold office.

d. Nominations won’t be accepted from the floor under any circumstance. Any person desiring to run for a position must inform the Supervisory Board of Directors, in writing, no later than thirty days prior to the scheduled date of elections.

e. No person may be an officer or board member of the MWUSC if they are an officer, board member, member or coach of another playing soccer club.

ARTICLE XIV

DUTIES OF OFFICERS

A. President (Club President) – Executive Officer of the Club, and shall;

1. Preside at all meetings of the Supervisory Board of Directors and of the general membership;

2. Act as the general representative of the Club on all matters;

3. Supervise all activities of the Club, as well as the work of all officers and committee;

4. Appoint, with approval of the Supervisory Board of Directors, all committees and committee members:

5. Serve as an ex-officio member of all committees, except for the Nominating Committee;

6. Perform such other duties and taking action usually pertinent to the office to run the MWUSC, provided for within the limits of the club budget and these guidelines.

7. Coordinate and review with other Supervisory Board Members, on an annual basis these MWUSC By-laws and other written club operating regulations, i.e. Travel by-laws.

8. Supervising the Club Treasurer & Travel Treasurer by periodically reviewing the MWUSC financial reports. Periodically review internal financial control procedures, and taking other reasonable measures to assure that the MWUSC assets and expenses are being handled in a fiscally responsible manner.

9. Overseeing dispute resolution within the MWUSC pursuant to Article Ten of these By-laws.

10. Keeping the Travel and Recreational Boards informed of actions and decisions on matters of importance.

11. Oversee all Coordinators. Administrators and Board Members concerning budgets, expenses, reports or fundraising activities.

B. Vice-President-Assistant Club President Assist The Club President;

1. Automatically assume the office of President in the event of the President’s retiring or becoming inactive;

2. Succeed the powers of the President in the President’s absence;

3. Assist the President in all matters to insure full knowledge of all activities and administration of the Club;

4. Be familiar with the Child Protection Act of 1993, The Volunteer Protection Act of 1997, the Good Samaritan Laws of the State of New York, and that state’s provisions for the reporting of child abuse and neglect:

C. The Club Treasurer -

The Club Treasurer shall have custody of all funds, securities, evidence (of indebtedness and other valuable documents, and shall deposit funds and securities in the name and to the credit of the MWUSC in a chattered bank, approved by the Supervisory Board of Directors. The Club Treasurer shall keep in appropriate books an accurate account of all money received and paid out.

1. Disburse all funds of the MWUSC by check, which shall be countersigned by the President or Vice- President;

2. Prepare and file a report on the financial status of the Club at all regular meetings of the Supervisory Board of Directors;

3. In cooperation with the President, prepare and file with the appropriate State and Federal agencies the financial statement as required for a nonprofit corporation:

4. To insure all insurance of the MWUSC Club is in force by applicable due date.

5. Receive all funds of the MWUSC and deposit them in the name of the MWUSC in a chartered bank approved by the Supervisory Board of Directors;

6. Upon leaving office, transfer all MWUSC account books, records, funds and any other property to the Supervisory Board of Directors within 10 days of leaving office.

D. Travel Treasurer

The Travel Treasurer shall have custody of all funds, securities, evidence of indebtedness and other valuable documents, and shall deposit funds and securities in the name and to the credit of the MWUSC and the MWUSC Travel Board in a chartered bank, approved by the Supervisory Board of Directors. The Travel Treasurer shall keep in appropriate books an accurate account of all money received and paid out.

1. Disburse all funds of the Travel Board/Club by check, which shall be counter-signed by the President, Vice-President or Travel Coordinator;

2. Prepare and file a report on the financial status of the MWUSC Travel Program at all regular Travel Board Meetings and to the MWUSC Supervisory Board of Directors;

3. In cooperation with the President, prepare and tile with the appropriate State and Federal agencies the financial statement as required for a nonprofit corporation:

4. Receive all funds of the MWUSC Travel Program and deposit them in the name of the MWUSC in a chartered bank approved by the Supervisory Board of Directors.

5. Upon leaving office, transfer all MWUSC Travel account books, records, funds and any other property to the Supervisory Board of Directors within 10 days of leaving office.

6. Shall prepare an itemized monthly report for each team disclosing team balances to the Travel Board of Directors.

E. Regional Secretary - Shall;

1. Be directly responsible for and attend to all correspondence as directed by the President:

2. Assist Recreational Head Coach & Recreational Division Coordinator/Draft coordinator with coaches mailing labels/postage for player draft;

3. Record all minutes and issue a written record of all meetings and publish these records on the MWUSC Website;

4. Be responsible for obtaining liability insurance certificates for all facilities used by the club;

5. Be responsible for administering the Accident Insurance plan and liability insurance program for the Club

6. Handle all reports of accidents and or insurance claims.

7. Make necessary arrangements for and give notice of all meetings;

8. Be directly responsible for, and reporting to the Club President, assisting the Club President in the securing of fields. Securing gym and meeting sites from both the public and private sector for use by the Club;

9. Ensure that Constitution and by-Laws are reviewed annually and copies are made available to all MWUSC participating members.

F. The Club Registrar- shall;

1. Be directly responsible for the registration of all children playing or applying to play in the Club;

2. Be the custodian of all player information and have the authority to check the credentials of any player for any cause or reason;

3. Be directly responsible for the assignment of all registered recreational players to new or existing teams within all Club programs (excluding camp programs);

4. Directly responsible for the disbursing of the player rosters to all head coaches;

5. Shall turn over registration fees to the Regional Treasurer in a timely fashion.

6. Provide the Recreational Head Coach and the Recreational Division Coordinator/Draft Coordinator with current recreational enrollment of players grouped by division; to assist in the facilitation of the MWUSC recreational draft process;

7. Make available to Recreational Head Coach up—to-date copy of the player rosters;

8. Responsible for issuing and forwarding refund forms to be processed by the Club Treasurer prior to the start of seasonal play.

9. Process any E-mail or voice mail that is forwarded to club Registrar.

G. Assistant Club Registrar- shall;

1. Be responsible for assisting the Registrar with the planning and implementation of the annual registration of players, and coordinate such efforts with the Club President the Recreational Head Coach and the Referee Administrator.

2. Assist the Club Registrar with the responsibilities aforementioned in these bylaws.

H. Travel Registrar- shall;

1. Be responsible for all administrative duties of the MWUSC Travel Program;

2. Coordinate with the Club Registrar the registration of all children playing or applying to play in the MWUSC as a travel player;

3. Register each travel player with the leagues for which they play;

4. Verify that all travel players has presented copy of birth certificate, two (2) passport size photos, and a medical release form;

5. Ensure all player information/paperwork is returned to corresponding travel coach and placed in their permanent records for the upcoming fall/spring season.

6. Assist the MWUSC Secretary for securing fields, gym and meeting sites for the travel program. Coordinate with MWUSC Secretary and Travel Administrator field/gym use for TBS games, as well as any changes/additions not included on original schedule.

I. Uniform Coordinator - Responsible for the ordering of all player uniforms, recreational and travel. Coordinate with the Head Registrar to ensure quantities, colors and sizes are correct according to team rosters. Ensure all players have a uniform prior to the start of the fall and spring season.

1. Responsible for coordinating with the uniform manufacturer for all necessary paper work submitted for player uniforms.

2. Negotiate possible new vendors for competitive pricing and quality.

3. Coordinate with Club Treasurer for any advanced payment when ordering uniforms.

J. Recreational Head Coach- shall;

1. Be directly responsible for insuring the rules, standards, and principles of coaching as set forth in the MWUSC Coaching Manual, By-laws, and Guidelines are maintained;

2. Be directly responsible for recruiting, organizing, training, and scheduling all recreational coaches and when applicable travel coaches

3. Plan and implement coaching orientations, recreational clinics and other training programs and coordinate such efforts with the Travel program

4. Act as the central point for parents’, players’, and referees’ complaints about coaches;

5. The Recreational Head Coach shall require that each coach and assistant coach or other team player trainer complete a volunteer application form in accordance with club policies and guidelines;

6. Shall be responsible for the implementation of the Club’s Coaching Certification and Licensing Programs as may be required or recommended under the operating regulations

7. In cooperation with the Recreational Division Coordinator/Draft Coordinator, organize and run the recreational player draft. Compose a Player Draft Letter to be sent out to the coaches. notifying them of dates and times of the player draft, coordinate with the Head Registrar to receive an up-to-date copy of team rosters to be sent out to all coaches along with the Player Draft Letter. Coordinate with Club Secretary or Head Registrar for mailing labels of all coaches.

K. Referee Administrator- Shall;

1. Be directly responsible for ensuring the rules, standards, and principles of refereeing as set forth in the Club Referee Manual are maintained;

2. Be directly responsible for recruiting, organizing, training, certifying and scheduling all referees:

3. Coordinate with the Club Treasurer to administer a voucher system for payment of referee fees;

4. Arrange and carry out referee clinics at least once a season:

5. Act as the central point for parents’, players’, and coaches’ complaints about referees;

6. Require that each referee, assistant and youth referee complete a volunteer application form in accordance with Club’s applicable policies and guidelines.

L. Recreational Scheduler

1. The position of Schedule Coordinator is intended to assist the Club President in scheduling as it relates to running the region:

2. Plan, implement and issue Club game schedules each season.

M. Facilities & Equipment Director

Shall ensure the safety of all participants in the MWUSC by overseeing the inspecting of all field equipment, goalposts and fields to ensure they are in safe condition. The Facilities Director must also ensure that a reasonable number of First-aid kits are available at all playing sites, that all goalposts are properly anchored. Also:

1. Be directly responsible for the purchase, storage, maintenance, and distribution of the MWUSC soccer equipment and supplies;

a. Distribute equipment to all first time coaches and supplement equipment for all returning coaches at the annual fall coaches meeting.

b. In cooperation with the Assistant Facilities & Equipment Coordinator ensures all fields are properly equipped with goals, nets, etc.;

c. Maintain, clean, and repair equipment as needed:

2. Prior to the start of each season, make recommendations to and request allocations and purchases by the Supervisory Board of Directors for any construction and equipment needed for the season;

3. In cooperation with the Assistant Facilities & Equipment Coordinator oversee with the initial lining of all fields used by the MWUSC;

N. Assistant Facilities & Equipment Director- Shall;

1. Assist Facilities & Equipment Director with the maintenance, storing, purchasing and distribution of soccer equipment and supplies for recreational use;

2. Assist Facilities and Equipment Director with the overseeing initial lining of the fields:

3. Assist Facilities and Equipment Director with any issue listed as areas of responsibilities for the Facilities & Equipment Director as noted in these by-laws.

O. Recreational Division Coordinator/Draft Coordinator- Shall;

1. Be directly responsible for the dissemination of all pertinent information the Age Group Coordinators including decision(s) of the Supervisory Board of Directors. Club rules and policies, conduct, rosters, schedules and maintain communication with all teams in the age group;

2. Remind parents and players of their obligations and duties, and the MWUSC rules and policies when necessary, and correct any situation which could endanger spectators or players, or which could jeopardize the MWUSC use of the fields;

3. Be available in the event that a field does not have the necessary goals, nets, markings, and is not in playing condition; report any problems to the Facilities & Equipment Director, or Assistant Facilities & Equipment Director and/or goal drop off/pick up crew;

4. Be directly responsible for determining playing conditions of the fields, reduce playing time or cancel games as seems advisable when adverse conditions prevail to ensure the safety of the players;

5. Be responsible for coordinating the rescheduling of all cancelled games with the coaches and Referee Administrator;

6. Assist the Head Registrar in maintaining full and balanced teams by working with the coaches and notifying the Registrar of players who resign;

7. Act as the central point for parents; coaches’, and referees’ problems or concerns with the youth players in the age group;

8. Coordinate the recreational player draft with the Recreational Head Coach; Responsible for receiving the player evaluation forms from the coaches, and monitoring of the evaluation, making sure they are turned in by the proposed date. In the event evaluations are not received by the proposed date the Division Coordinator will be responsible for contacting the Age Level Coordinators, to notify all coaches in age level for evaluations. If the Age Level Coordinator fails to do this, or if there is no Age Level Coordinator, it shall be the responsibility of the Division coordinator to get the player evaluations directly from the coach. Oversee player draft proceedings.

P. Travel President- Shall be the Executive Officer of the Travel Program, and shall;

1. Preside at all meetings for the Travel Board, preside at all coaches meetings and preside for Travel at General Membership meetings:

2. Act as the general representative of the Travel Program to the Supervisory Board of Directors on all matters; keeping them informed of actions and decisions on matters of importance;

3. Supervise all activities of the Travel Program, as well as the work of all Travel Officers and committee:

4. Perform such other duties and taking action usually pertinent to the office to run the Travel Program provided for within the limits of the Travel budget and these guidelines;

5. Coordinate and review with other Supervisory Board Members, on an annual basis updates to MWUSC Travel By-laws;

6. Supervising the Travel Treasurer by periodically reviewing the Travel Program financial reports, periodically review internal financial control procedures, and taking other reasonable measures to assure that the Travel’s assets and expenses are being handled in a fiscally responsible manner. Reporting any discrepancies to the Club President;

7. Overseeing dispute resolution within the Travel Program pursuant to Article Eleven of these By-laws;

8. Attend any League sanctioned meeting and report back to Travel board/coaches any information needed;

9. Attend Travel try-outs; hold informal meetings with the assistance from travel team coaches. At try-outs, communicating expected responsibilities of travel players and parents if selected to a team;

10. Provide the Uniform Coordinator with any information regarding the ordering of uniforms for players and coaches in the Travel Program;

11. Coordinate with Travel Secretary field/gym use for TBS games, as well as any changes/additions not included on original schedule;

12. Inform travel coaches of trainer availability;

13. Maintain MWUSC Travel Website:

14. Present written report/minutes to MWUSC Supervisory Board of Directors from all Travel Board Meetings.

Q. Fundraising Coordinator

Shall oversee all recreational fundraising activities within the region;

1. The Fundraising Coordinator shall supervise the collection of any fundraising monies and transfer these monies to the Club Treasurer in a timely fashion and provide a written profit and loss statement for each fundraising event;

2. The Fundraising coordinator shall be responsible for obtaining information about, and compliance with, any and all local, state and federal laws or regulations which may be applicable to the MWUSC fundraising activities;

3. Approval from the Supervisory Board of Directors must be received prior to the startup of any fundraising activity. The Fundraising Coordinator must present a written proposal of any fundraising activity:

4. Preside over any fundraising committees comply with all MWUSC rules. MWUSC Bylaws and regulations, when organizing any events.

R. Website Administrator

1. If the Website Administrator does not have the required knowledge and/or experience to update the MWUSC Website he/she will oversee any individuals or company monitoring MWUSC Website.

2. Be directly responsible for monitoring all changes/additions to the Website.

3. Receive approval from the Supervisory Board of Directors prior to updating or enhancing any information related to the MWUSC. This shall include all information concerning club activities to the general membership and the general public.

S. Volunteer Recruiter

Shall recruit from the parents, guardians and from other sources in the community, donate their time and talents for the successful operation of the MWUSC and for the succession planning of the Supervisory Board and staff members.

1. Work to fill the list of available jobs for the Supervisory Board of Directors:

2. Find jobs throughout the season for late volunteer registrants and for those volunteers who are absolutely unable to perform their jobs;

3. Find volunteers for jobs that are understaffed from time to time.

T. VIP Program Coordinator

Is intended to serve as a liaison between the Club President and the parents or guardians of children eligible to play in the VIP program for special needs children with physical or mental challenges. VIP Program Coordinator is expected to:

1. Act as an advocate for the program;

2. Work with the registrar to publish and distribute information to prospective players;

3. Schedule and conduct meetings with VIP volunteers, players and parents as necessary;

U. Special Events Coordinator is intended to work with the Club President and the Supervisory Board to organize Regional Camps, and special events.

1. Assign duties for camps and special events workers;

2. Compile participating player registration;

3. Purchase awards and items for camps and special events;

ARTICLE XV

CHANGES IN CONSTITUTION AND BY-LAWS

A. Approval of Constitution By-Laws- These By-Law’s shall become effective after being approved by the Club President, and the existing Supervisory Board of Directors by a two-thirds 2/3 vote.

1. All proposed changes or amendments must be presented to the Supervisory Board of Directors, in writing, at least thirty (30) days prior to the vote.

2. Once adopted, the Constitution and By-Law’s may only be amended by the Supervisory Board of Directors by a 2/3 vote, with the approval of the Club President.

ARTICLE XV

Team Organization

All teams of the MWUSC shall be organized and administered in accordance with the rules and policies of the appropriate program, as determined by the Supervisory Board of Directors. The Travel Program shall follow appropriate MWUSC program in accordance with Travel By- laws and rules for which they play. The following applies to all teams in all programs:

A. Each team shall have a coach, and where possible, an assistant coach, who shall work as a unit in accordance with the MWUSC Coaching Manual and Bylaws. No recreational team shall have more than two coaches, a head coach and an assistant.

B. The names of all recreational teams shall be determined by the Supervisory Board of Directors. Travel teams shall be determined by individual teams and approved by Travel Board and Supervisory Board of Directors.

C. The Supervisory Board is responsible for the selection, purchase, and distribution of all MWUSC Club uniforms.

1. The uniforms and colors of all recreational teams, coaches, and referees shall be determined by the Supervisory Board.

2. Travel team uniform costs over and above the cost of the recreational team uniform plus recreational specific fees (i.e., Referee fees) shall be absorbed by the Travel Club.

3. No team, coach, or referee shall assume the right to pick its own uniform, or to alter or modify the uniform, without petition to and approval by the Supervisory Board.

D. All recruiting shall be done on a Club basis and final player assignments shall be made by the Head registrar and Recreational Head Coach. Recruiting for a particular team shall be illegal. Recruitment for the Travel Club must follow guidelines in MWUSC Travel by-laws and the League in which they play.

1. Recreational team size shall be consistent with guidelines set forth by Supervisory Board of Directors. Travel team size follow rules set forth in travel by-laws.

2. Team roster shall be issued two weeks prior to the start of the season. The Registrar may add to the team roster due to late registrations, or to replace lost players.

3. Only properly registered players are permitted to practice or play with a team. Errors by the Registrar are not grounds for playing a member when it is known that he/she is not properly registered, assigned to the team, or the incorrect age.

ARTICLE XVII

Coaching

The goal of the MWUSC is to field coaches who will provide leadership and guidance to our players. Coaches will be trained in and adhere to all Club philosophies. Our goal as a club is to develop sportsmanship and team play along with soccer skills. All coaches will be provided the opportunity for certified training at age group appropriate levels.

A. All coaches shall be required to complete the MWUSC Certification course (Either online or in a MWUSC approved classroom.) Completion of this course should be made prior to the end of the fall soccer season. If a coach signs on as a volunteer for the spring season the MWUSC Certification should be completed prior to the end of the spring season.

B. Coaching certification training should be completed within the first year of volunteering. MWUSC does not mandate participation in this training, but strongly encourages all coaches (Head coaches and Assistant coaches) to take these valuable courses.

C. In the event that a division has more coach volunteers than there are positions available, the following criteria will be utilized for choosing coaches:

1. Total and age group coaching certification.

2. Coaching experience as head coach or assistant coach.

3. Evaluation of any complaints regarding the coach from prior seasons..

4. Coaches who volunteer with multiple teams may be asked to assist on secondary teams rather than head coach.

5. Volunteer commitment to MWUSC.

6. Final coaching selection will be at the discretion of a committee chaired by the Recreational Head Coach Administrator. Members of this committee will be composed of Registrar. Head Coach, and Referee Administrator. In the case of travel, the Travel President will be added to this committee.

7. Whenever possible first time coaches will be paired with an experienced coach.

8. All coaching eligibility follows club guidelines.

ARTICLE XVIII

Seasonal Year

The MWUSC seasonal year, and the number and length of the playing seasons shall be determined by the Supervisory Board of Directors.

ARTICLE XIX

Meetings

A. Board of Directors - The Supervisory Board shall meet monthly, except July. Meeting shall be at a location and time designated by President. The Secretary shall notify each Board member in advance of all meetings by phone or email.

1. A quorum of the Supervisory Board of Directors shall be necessary to transact business.

a. A quorum shall consist of a majority of the Supervisory Board of Directors, one of whom must be the President or the Vice President;

b. Except as otherwise noted, a vote of the majority of the members present is required to approve any resolutions, motions, or question.

2. Regular Supervisory, Recreational, or Travel Board of Director meetings shall be open to all Club members. No member, except those of the respective Board of Directors, shall be permitted to participate in the meetings, except for the orderly discussion of the pending business when recognized or invited by the President. All orderly discussions must be slated, seven days prior to the next scheduled monthly board meeting, and on current month's agenda for any Club member to participate in any discussion. The order of business at regular meetings shall be:

a. Roll Call

b. Minutes of previous meetings

c. Report of officers

d. Report by President

e. Reports of committees

f. Unfinished business

g. New business

h. Adjournment

B. General Membership Meeting- shall be called by the Supervisory Board of Directors annually during the period immediately preceding the start of a seasonal year, and at other times as required by demand or situation. Notice of all General Membership Meeting shall be published in a local newspaper two (2) weeks prior, and posted on club Website.

1. A quorum of the membership of the MWUSC shall be necessary to transact business.

a. A quorum shall consist of twenty-five (25) members, excluding Executive officers, and the President;

b. Except as otherwise noted, a vote of a majority of the members present is required to approve any resolution, motion, or question.

2. The order of business shall be set prior to the meeting by the President and the Supervisory Board of Directors, and all business shall be limited to the agenda items.

C. Special Meetings- of the Supervisory Board of Directors, Recreational or Travel Boards or of the General Membership shall be called by the President as or when required by demand or situation. The business of all special meetings shall be limited to the agenda items.

D. Rules of Order - Roberts' Rules of Order shall be the parliamentary authority of all matters of procedure not specifically covered by these Constitution and By-laws and rules ofthe MWUSC established by the Supervisory Board of Directors.