BYLAWS OF THE ROYAL OAK YOUTH SOCCER ASSOCIATION

ARTICLE I – NAME, PURPOSE:

Section 1: The name of the organization shall be The the Royal Oak Youth Soccer Association (hereinafter ROYSA.)

PURPOSES:Section 2:

The ROYSA has as its purposes the following: To act exclusively for educational purposes as described in Section 501(c)(3) of the Internal Revenue Code; to teach the game of soccer and good sportsmanship to youths under age 19; to provide a program to prevent juvenile delinquency by providing opportunity for young people to learn and play soccer; to manage and conduct excursions and social meetings and organized team play within and without Michigan: to engage in international games to promote understanding between the youth of the world; to be an affiliated member of the Michigan State Youth Soccer Association, the United States Soccer Federation, and any other organization deemed beneficial to the game of soccer.

ARTICLE II - MEMBERSHIP:

Section 1: Membership in ROYSA is open to each officer and director of the organization and each team established and registered with roysa according to the ROYSA’s Operating Rules. Each member in good standing shall have one vote on any matter ‘submitted to the membership, The vote of a team shall be cast by the team’s head coach or other person approved as the team representative by the Board of Directors (Board)

Section 2: Members in good standing have the power to elect the directors of ROYSA at. the annual meeting of the members, remove any director or officer for good cause at a regular or special meeting of the members, hear, consider and approve or disapprove reports of the Board, the officers and any ROYSA committee, hear and act as final arbiter in any dispute between or concerning the directors, officers or individual members, and amend the Bylaws.

Section 3: Membership in the organization or service of a team member and all incidental rights shall be terminated by any of the following;

a. Written resignation of the member or team representative;

b. Death of a member or team representative;

c. Expulsion followingExpulsion follows a hearing before the Board for violation of or failure to comply with any Bylaw, Operating Rule or FIFA Law of the Game providing no less than seven, days’ no more than fourteen days’ written notice of the hearing is given to the member and the member is expelled by at least a majority of the Boardat least a majority of the Board expels the member.

Section 4: A member or team representative may be suspended for conduct prejudicial to the best interests of ROYSA following a hearing before the Board, for a time period to be determined by the Board. The secretary must send notice to all pertinent participants no less than seven, no more than fourteen days’ before the hearing date. A person suspended shall not participate in any meeting, serve on any ROYSA committee, act as a coach, assistant Coach or have any position in the organization. During a suspension period or after termination of a team representative, the Board shall certify a substitute representative for the affected team.

ARTICLE III - MEETINGS OF MEMBERS:

Section 1: The annual membership meeting of the Association shall be held in the first two weeks of December. Notice of the meeting shall be sent by the SecretaryThe Secretary shall send notice of the meeting to every member no less than fourteen, no more than twenty eight days’ before the meeting date. At the annual meeting, the President shall give a report of the affairs of the organization, directors shall be elected and the membership shall transact any other business as comes before the assembled group.

Section 2: Not less than fifty twenty percent of the members shall constitute a quorum and shall be necessary to conduct the business of the ROYSA, but a lesser number may adjourn the meeting for a period

not to exceed four weeks from the scheduled meeting date. The Secretary shall send a notice of the adjourned meeting to all members, and at the adjourned meeting a quorum shall be constituted of at least one-third of the members present..

Section 3: The President may call a special meeting of the membership if he or she deems it for the best interest of ROYSA.. A special meeting shall be called aAt the written request of seven members of the Board or one-half of the members of the organization; the president shall call a special meeting of the membership. Notice of any special meeting of the membership, specifying the reasons why the meeting is being called and identifying the business to be transacted, shall be sent to the membership no less than seven, no more than fourteen days before the scheduled meeting date. No other business but that specified in the notice shall be transacted at a special meeting without the consent of at least three-quarters of the membership.

5. VOTINGSection 4: At all meetings, except for election of directors, votes shall be cast by voice. voice, or show of hands Ballots shall be provided for election of directors. If a majority ever requires any question to be voted by ballot, it shall occur. A plurality of the votes cast shall determine any matter other than expulsion. No vote by proxy is permitted. If voting by ballot is required, prior to the vote the President shall appoint a committee of three who shall act as inspectors of the election, and who shall at the conclusion of the balloting certify in writing the results. No election inspector shall be a candidate for office or be personally interested in the question being voted upon.

6. ORDER OF BUSINESSSection 5:: The order of business at any meeting shall be:

A. Roll call

B. Approving the minutes of the previous meeting

C. Officers’ reports

D. Division managers’ reports

E. Committees’ reports

F. Old and unfinished business

G. New business

H. Good and welfare

I. Adjournments.

7. ARTICLE IV - BOARD OF DIRECTORS;

Section 1: The business of the ROYSA shall be managed by a Board of Directors (Board) consisting of nine elected members and the division managers. Elected members of the Board shall be elected for two-year terms immediately following their election by the membership at the annual meeting of the membership. Division managers, which shall not exceed eight in number, shall be elected by a majority of a quorum of their respective team membersA majority of a quorum of their respective team members shall elect division managers, which shall not exceed eight in number, prior to the annual membership meeting. No Board member shall have more than one vote even though he or she may be an elected member of the Board and a division manager. No voting shall be done by proxy. No Board member shall cast a vote in a matter if he or she may have a conflict of interest.

Section 2:

Not later than one month before the annual membership meeting, the Board shall select one member of the Board to serve as the chair of the Nominating Committee and select two other persons who are not members of the Board, but members of the ROYSA, to serve upon the Nominating Committee. The Nominating Committee may recommend one or more candidates for each vacancy to be filled. persons Persons nominated by the Nominating committee shall be eligible for election along with any person nominated from the floor.

Section 3: The Board shall have control and management of the affairs and business of the organization. It shall only act in the name of the ROYSA when it is properly convened. The Board shall adopt rules governing the operating and play of teams, and the rules many be amended by a majority of the Board. The division managers shall certify the coach or other person of a member team as the team’s representative to the ROYSA. The Board may adopt procedures concerning its governance and the operation of the Association.

Section 4: A regular meeting of the Board shall be held without notice immediately after the annual meeting of the members. The Board may provide for the time and place for holding additional regular meetings of the Board without other notice.

Section 5: Special meetings of the Board may be called at the request of the President or any six directors. Written notice of any special Board meeting shall be given at least three seven no more than fourteen days prior to the meeting and be delivered personally or sent by first class mail or electronic mail to each director. Electronic mail voting is allowed as long as a plurality of votes cast determines the matter.

Section 6: A director may waive notice of any meeting. Attendance of a director at a Board meeting constitutes waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting ie is not lawfully called or convened. The business of any Board meeting need not be specified in the meeting notice or waiver of notice unless required by law or these Bylaws.

Section 7: A majority of the Board constitutes a quorum for transacting business, but if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or these Bylawslaw or these Bylaws require the act of a greater number.

Section 8: The Board may make rules, procedures and regulations covering its meetings as it determines necessary. The Board may hire and fix the compensation of any employee or agent deemed necessary to conduct the Association’s business. The President shall chair meetings of the Board.

Section 9: Any vacancy in the Board shall be filled by a vote of the majority of the remaining members of the Board until the next annual meeting of the membership.

Section 10: Upon hearinA g, a director may be removed from the Board following procedures outlined removal. in Article II, Section 3c and Article II Section 4.

Section 11: If all of the directors consent in writing to any action to be taken by the Association, the consent has the same effect as a unanimous vote of the Board and shall be a valid corporate action as if it occurred at a meeting of the Board. The written consents shall be filed with the Board minutes.

Section 12: 8. OFFICERSOfficers and Duties: The officers of the ROYSA shall be the President, Vice President, Secretary, and Treasurer.

Section 13: A. The president shall be the chair of the Board, Preside at all Board and membership meetings, present an annual report of the Association at each annual meeting of the membership, see that all books, reports and documents as required by law are properly Kept kept or filed, be a signatory upon Association negotiable instruments, be the spokesperson for the Association, and have the powers enjoyed by the chief executive of any corporation.

B. Section 14: The vice President shall be the President of the Association if the President is absent or is unable to exercise the office, may be a signatory upon Association negotiable instruments, and shall enjoy other duties as directed by the Board.

C. Section 15: The secretary shall keep the minutes and records of the Association in appropriate books, file any certificates required by law, be the official custodian of the Association’s records, give and serve all notices to the members and directors, may be a signatory upon Association negotiable instruments, submit to the Board any communications addressed to the Secretary, attend to the correspondence of the Association, and shall enjoy other duties as directed by the Board.

D. Section 16: The Treasurer shall have the care and custody all funds belonging to the Association, be solely responsible for the funds and securities of the Association, handle Association banking, make projections, issue financial reports to the Board, be a signatory upon Association negotiable instruments, invest the Association’s funds, file income tax returns, maintain the tax exempt status of the Association/ and shall enjoy other duties as directed by the Board. The Treasurer shall be bonded in an amount directed by the Board.

E. Section 17: The officers shall be elected annually by the Board from among members of the Board at the meeting of the Board that immediately follows the annual general membership meeting of the Association. Each officer holds office until a successor is elected and qualified. No officer shall receive any salary or compensation by reason of being an officer of the Association.

9.ARTICLE V - COMMITTEES:

Section 1: Unless stated in these Bylaws, the Board shall create all committees of the Association. Composition of each committee shall be established by the President with the approval of the BoardThe President with the approval of the Board shall establish composition of each committee. Membership on a committee shall be for a year and may be renewed by the then President. Any committee member may be removed by the President upon notice and hearingThe President upon notice and hearing may remove any committee member. No committee position or decision may bind the Association without the prior approval of the Board.

Section 2: There may be a Finance Committee consisting of at least three persons, one of whom shall be Treasurer, who shall meet and oversee the Associations funds, project project [protect?] Association finances and makeAssociation finances and makes fiscal recommendations to the Board.

Section 3: There may be an Equipment Committee consisting of at least three persons, one of whom shall be the equipment Manger, who shall meet and solicit and take bids for equipment, inspect equipment, receive, distribute and collect equipment at the end of each season and male make recommendations to the Board.

Section 4: There may be a Coaches Development Committee consisting of at least one person from each division and the Director of Coaching who shall meet and encourage the development of coaches and assistant coaches, sponsor coaching programs and clues’ investigate and evaluate coaches and assistant coaches, counsel, discipline and suspend coaches and assistant coaches upon notice and hearing, and make recommendations to the Board.

Section 5: There may be a Referees Committee consisting of at least three persons and the chief Referee who shall meet and distribute and disseminate the Laws of the Game, inspect and evaluate referees, develop referee training programs and evaluations, schedule referees to games, assist the Chief Referee, counsel, discipline and terminate referees upon notice and hearing, and make recommendations to the Board as required.

Section 6: There may be a Registration Committee consisting of at least three persons, one of whom shall be the Registrar, who shall meet and develop registration formaforms, publicize and set registration dates, handle registrations, determine player eligibility, investigate and determine registration refunds, distribute registration forms and player pass cards to the division managers, and make registration recommendations to the Board.

Section 7: Additional committees may be created by the BoardThe Board may create additional committees. They may be permanent or temporary.

ARTICLE VI - 10. DUES:

Section 1: The Board shall determine from time to time the amount of annual dues payable to the Association by member teams based upon a per capita fee for each participant and give appropriate notice to the member teams.

ARTICLE VII - INDEMIFICATION;

Section 1; Any person who is a party or is threatened to be made a party to any civil or criminal claim, action or suit or to any administrative or investigative proceeding by reason of being an officer of the Board of Directors, division manager, employee or volunteer of ROYSA shall be indemnified by ROYSA against expenses, attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or preceding as long as they were incurred while carrying out any lawful activities past and present on behalf of ROYSA.

ARTICLE VIII - 12. STATE APPROVAL:

Section 1: These Bylaws are subject to the approval of the Michigan State Youth Soccer Association, and if any provision is determined to be in violative violation of its bylaws or rules, then the invalid portion shall be altered by the Board upon written notification from the state organization.

ARTICLE IX - 13. AMENDMENTS:

Section 1: The Bylaws may be changed or repealed by at least two-thirds of the Board. The Bylaws shall then be ratified at an annual membership or a special membership meeting if the proposed alterations or repeals are submitted to the membership by first class mail no less than 14 no more than 28 days prior to the meeting. and by at least 20% of all members in good standing

ARTICLE X - 14. DISSOLUTION:

Section 1: If the Association dissolves, all of its assets shall be distributed to any Non-Profit as may be qualified as tax exempt under Section 501(c)©(3) of the Internal Revenue Code or future corresponding law.

These Bylaws are proposed for adoption effective December December 91, 19882004.