AYSO NATIONAL BYLAWS 2005 - 2006

AYSO VISION:

To provide world class youth soccer programs

that enrich children’s lives.

AYSO MISSION:

To develop and deliver youth soccer programs in a

fun, family environment based on the AYSO philosophies:

Everyone Plays

Balanced Teams

Open Registration

Positive Coaching

Good Sportsmanship

All Rights Reserved.

©2005 American Youth Soccer Organization, Inc.

Reproduction in any form, in whole or in part, without prior expressed written

permission of the American Youth Soccer Organization, is prohibited.

Table of Contents

ARTICLE I: AYSO PHILOSOPHY AND STRUCTURE

Section 1.01 Philosophy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.02 General Structure. . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.03 Organization Duties and Responsibilities. . . . . . 1

Section 1.04 Duties and Responsibilities of a Region. . . . . . . 2

Section 1.05 Pilot Program Regions . . . . . . . . . . . . . . . . . . . 5

Section 1.06 Chartered Regions . . . . . . . . . . . . . . . . . . . . . . 5

Section 1.07 Revocation of Charter or Pilot Status . . . . . . . . 6

ARTICLE II: OFFICES

Section 2.01 Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . 6

Section 2.02 Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III: MEMBERS

Section 3.01 Categories of Members . . . . . . . . . . . . . . . . . . 6

Section 3.02 Honorary Members . . . . . . . . . . . . . . . . . . . . . 7

Section 3.03 Executive Members . . . . . . . . . . . . . . . . . . . . . 7

Section 3.04 Participating Members . . . . . . . . . . . . . . . . . . . 7

Section 3.05 Right to Vote . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Section 3.06 Regional Registration Fee . . . . . . . . . . . . . . . . . 8

Section 3.07 Termination of Membership . . . . . . . . . . . . . . . 8

Section 3.08 Place of Meetings. . . . . . . . . . . . . . . . . . . . . . . 9

Section 3.09 Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . 9

AYSO NATIONAL BYLAWS 2005 - 2006

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Section 3.10 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . 9

Section 3.11 Notice of Annual or Special . . . . . . . . . . . . . . 10

Section 3.12 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 3.13 Adjourned Meetings and Notice Thereof . . . . 11

Section 3.14 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Section 3.15 Action by Members Without a Meeting

by Written Ballot . . . . . . . . . . . . . . . . . . . . . . 11

Section 3.16 Form of Proxy or Written Ballot . . . . . . . . . . . 12

Section 3.17 Conduct of Executive Member Meetings . . . . 12

Section 3.18 Rights of Inspection . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IV: DIRECTORS

Section 4.01 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Section 4.02 Number of Directors. . . . . . . . . . . . . . . . . . . . 14

Section 4.03 Term of Office . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 4.04 Procedures for Nomination of Directors . . . . . 15

Section 4.05 Voting Procedures for Election

of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 4.06 Place of Meetings. . . . . . . . . . . . . . . . . . . . . . 16

Section 4.07 Annual Meetings . . . . . . . . . . . . . . . . . . . . . . 16

Section 4.08 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . 16

Section 4.09 Special Meetings . . . . . . . . . . . . . . . . . . . . . . 16

Section 4.10 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Section 4.11 Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . 17

Section 4.12 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Section 4.13 Participation in Meetings by

Conference Telephone . . . . . . . . . . . . . . . . . . 18

Section 4.14 Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . 18

AYSO NATIONAL BYLAWS iii

Section 4.15 Action by Board Without a Meeting. . . . . . . . 18

Section 4.16 Rights of Inspection . . . . . . . . . . . . . . . . . . . . 19

Section 4.17 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Section 4.18 Removal of Directors . . . . . . . . . . . . . . . . . . . 20

Section 4.19 Fees and Compensation . . . . . . . . . . . . . . . . . 20

Section 4.20 Interested Transactions Prohibited. . . . . . . . . . 21

ARTICLE V: COMMITTEES

Section 5.01 Executive Committees . . . . . . . . . . . . . . . . . . 21

Section 5.02 Standing or Special Committees. . . . . . . . . . . 22

Section 5.03 Limitations Upon Committees

of the Board. . . . . . . . . . . . . . . . . . . . . . . . . . 22

Section 5.04 Advisory Commissions . . . . . . . . . . . . . . . . . . 23

ARTICLE VI: OFFICERS

Section 6.01 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Section 6.02 Election of the National President. . . . . . . . . . 24

Section 6.03 Subordinate Officers. . . . . . . . . . . . . . . . . . . . 24

Section 6.04 Removal and Resignation . . . . . . . . . . . . . . . . 25

Section 6.05 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Section 6.06 Chairman of the Board. . . . . . . . . . . . . . . . . . 25

Section 6.07 National President . . . . . . . . . . . . . . . . . . . . . 25

Section 6.08 National Executive Vice President . . . . . . . . . . 26

Section 6.09 National Vice President. . . . . . . . . . . . . . . . . . 26

Section 6.10 National Secretary . . . . . . . . . . . . . . . . . . . . . 26

Section 6.11 National Treasurer. . . . . . . . . . . . . . . . . . . . . . 27

Section 6.12 National Executive Director. . . . . . . . . . . . . . . 27

ARTICLE VII: SPECIAL DIRECTORS

Section 7.01 Section Director . . . . . . . . . . . . . . . . . . . . . . . 28

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Section 7.02 Area Director . . . . . . . . . . . . . . . . . . . . . . . . . 28

Section 7.03 Regional Commissioner . . . . . . . . . . . . . . . . . 29

Section 7.04 Other Special Directors . . . . . . . . . . . . . . . . . . 29

Section 7.05 Multiple Terms . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE VIII: RULES & REGULATIONS

Section 8.01 National Rules and Regulations . . . . . . . . . . . 30

Section 8.02 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 30

Section 8.03 Section Rules and Regulations . . . . . . . . . . . . 30

ARTICLE IX: MISCELLANEOUS

Section 9.01 Inspection of Articles and Bylaws . . . . . . . . . . 30

Section 9.02 Endorsement of Documents: Contracts . . . . . 31

Section 9.03 Construction and Definitions . . . . . . . . . . . . . 31

Section 9.04 Maintenance of Corporate Records . . . . . . . . 31

Section 9.05 Annual Report . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 9.06 Annual Statement of Certain

Transactions and Indemnification . . . . . . . . . . 32

Section 9.07 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 33

Section 9.08 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 9.09 Prohibited Uses of Membership Lists . . . . . . . 34

Section 9.10 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Section 9.11 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Section 9.12 Budget Presentation by

Goals and Objectives . . . . . . . . . . . . . . . . . . . 35

ARTICLE X: AMENDMENTS

Section 10.01. Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Section 10.02. Articles of Incorporation . . . . . . . . . . . . . . . . 36

Section 10.03. Adoption . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

AYSO NATIONAL BYLAWS 1

NATIONAL BYLAWS OF AMERICAN

YOUTH SOCCER ORGANIZATION

ARTICLE I: AYSO PHILOSOPHY AND STRUCTURE

Section 1.01 Philosophy.

The Philosophy of the Organization is to educate and develop

young people by encouraging their interest and participation

in soccer through its “Everyone Plays,” “Open Registration,”

“Balanced Teams,” “Positive Coaching” and “Good

Sportsmanship” concepts.

Section 1.02 General Structure.

The Organization shall be divided into such operating divisions

as the National Board of Directors (the “Board”) may from

time to time determine. The present operating divisions are

divided by geographical area into sections, with the

responsibility for each section being vested in a section

director. Each section is divided into areas, with the

responsibility for each area being vested in an area director.

Each area is divided into regions, with the responsibility for

each region being vested in a regional commissioner. The

Board shall have the right to determine the number of

divisions, including sections, areas and regions and their

geographical boundaries (which need not be contiguous).

Section 1.03 Organization Duties and Responsibilities

(a) The responsibilities of the Organization to regions

shall be:

(1) To define the geographical boundaries of a

region and any boundary disputes between

regions.

(2) To provide National Rules & Regulations.

(3) To set up standard regulations pertaining to

uniforms.

(4) To provide a source of insurance for liability

coverage and accident reimbursement program.

(5) To provide such services and materials for

educational purposes and the operation of

regions as the executive members determine are

necessary and affordable.

(6) To provide guidance in organization and

operation of its divisions including regions, areas

and sections.

(7) To supervise inter-play between regions, areas

and sections.

(8) To provide legal advice when needed.

(9) To provide assistance in developing access to

playing fields, including the formation of

subsidiary corporations for such purpose

consistent with the Organization’s nonprofit

status.

(10) To provide statements of policy relating to the

foregoing areas of responsibility.

(11) To conduct the business of the Organization as a

nonprofit corporation.

(b) The Board may grant the right to a region to operate

special programs under certain rules and guidelines

as may be approved from time to time by the Board.

In addition, the Board may, consistent with these

Bylaws, and the policies, rules, regulations and

philosophies of the Organization, authorize the

Organization and any of its divisions to operate,

participate in or sponsor, alone or in concert with

other organizations, other similar youth development

activities, including soccer camps and after-school

soccer programs. In approving applications for such

activities, the Board must be assured that any such

program will not overburden or conflict with the

current existing programs and philosophies of AYSO.

Section 1.04 Duties and Responsibilities of a Region

The duties and responsibilities of a region shall be, to the

extent permitted by its size and available resources:

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PHILOSOPHY AND STRUCTURE

AYSO NATIONAL BYLAWS 3

(a) To operate and offer a quality youth soccer program

in a safe, fun, fair and positive environment that

complies in spirit and letter with the Bylaws, policies,

rules, regulations and philosophies of the

Organization;

(b) To maintain good community relations with the

primary objective being youth development and to

become involved in other community activities;

(c) To register with the National Support & Training

Center all participating players, coaches, referees

and, where appropriate, administrators, prior to the

commencement of the season;

(d) To assign players and coaches to assure proper

balance of teams within each age division within the

region or within a reasonable part thereof;

(e) To obtain and maintain safe playing facilities;

(f) To obtain and be accountable for uniforms, balls,

goals and other equipment and to use such

equipment in a safe manner;

(g) To schedule practices and games;

(h) To recruit and assign volunteer coaches and referees,

and train them through clinics and audio/visual

programs;

(i) To disseminate information to the participants, their

families and the community concerning the region

and its programs;

(j) To recognize volunteer efforts;

(k) To hold periodic meetings of the Regional Board and

disseminate to the participants, their families and the

community appropriate information concerning the

operation of the rRegion by the Board;

(l) To publish for the region and the files of the

Organization, and make available to the participants

and their families at least annually, financial

statements of the region and guidelines for the

operation of the region approved by the Area

Director and Section Director, or in the absence of

such guidelines operate the region in accordance

with the Standard Regional Guidelines as are in

effect from time to time;

(m) To collect and disburse fees and other moneys for

the sound financial organization and operation of

the region, to keep and submit to the National

Support & Training Center as required, accurate

financial records to insure continuation of the tax

exempt status of the Organization, to participate in

the National Accounting Program, and to pay to the

National Support & Training Center prior to the start

of each season the National portion of its registration

fees and all amounts due with respect to its

purchases;

(n) To elect or appoint, at a minimum, a regional

commissioner, treasurer, risk manager/safety director,

a coach administrator, a referee administrator, a

referee administrator and a child and volunteer

protection advocate;

(o) To comply with the Soccer Accident Insurance (SAI)

plan and to submit insurance claims according to

current procedures;

(p) To notify the National Support & Training Center

immediately of any threatened or actual claim

against a region;

(q) To implement the Organization’s National programs

available to the region at least once a season;

(r) To cooperate with neighboring regions, and area,

section and development personnel, to promote

growth, development and cooperation throughout

the Organization;

(s) To participate in area, section and National events

and programs and;

(t) To cooperate in policies and procedures developed by

the Board or the National Support & Training Center

with respect to requiring each coach, referee and

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PHILOSOPHY AND STRUCTURE

AYSO NATIONAL BYLAWS 5

other designated volunteers to complete a volunteer

form, and with respect to verifying the information

obtained, before permitting the coach, referee or

such volunteer to participate.

Section 1.05 Pilot Program Regions

(a) The Board may from time to time establish a pilot

program region within a geographical area, not in

conflict with an existing region.

(b) A regional commissioner for the program will be

appointed by the Board. Such pilot regional

commissioner for the pilot program shall not become

an executive member unless and until the pilot

program is chartered as a region.

(c) The pilot program will operate and be subject to the

Organization’s Bylaws, rules, regulations, policies and

philosophies.

(d) The pilot program region shall apply for its charter

within five years of inception. Existing pilots shall

apply for their charter within five years commencing

July 1, 2004. If deemed necessary, a pilot program

region may be extended for an indefinite period of

time with review by the area director, section director

and National Board approval.

Section 1.06 Chartered Regions

The Board shall have sole power to grant a charter to a

region when it demonstrates that:

(a) Responsible adults apply for the charter and show a

willingness to abide by the Bylaws, rules, regulations,

policies and philosophies of the Organization;

(b) The region plans to field a reasonably expected

number of teams during its forthcoming season, or

has reached a reasonably expected number of players

based on the demographics of its geographical

location;

(c) No geographic conflict exists with any other region;

(d) The region has maintained financial and

administrative stability and fulfilled its financial and

other obligations as a pilot region.

Section 1.07 Revocation of Charter or Pilot Status

The Board may reduce a chartered region to pilot status or

suspend or revoke the charter or pilot status of any region not

in compliance with its duties and responsibilities as defined in

Section 1.04 or for noncompliance with these Bylaws or the

rules, regulations, policies and philosophies of the

Organization.

ARTICLE II: OFFICES

Section 2.01 Principal Office

The Organization’s principal office (the “National Support &

Training Center”) shall be fixed and located in such place as

the Board shall determine from time to time.

Section 2.02 Other Offices

Branch or subordinate offices may be established at any time

by the National Executive Director at any place or places.

ARTICLE III: MEMBERS

Section 3.01 Categories of Members

There shall be three categories of members: honorary

members, executive members and participating members.

Section 3.02 Honorary Members

Honorary membership may be extended by the Board to

individuals who have rendered outstanding or extraordinary

service on behalf of youth soccer in America. The term, rights,

duties and privileges of each honorary member shall be fixed

by the Board.

Section 3.03 Executive Members

Executive membership shall be extended to:

(a) All members of the Board as long as they remain on

the Board.

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OFFICES

AYSO NATIONAL BYLAWS 7

(b) All section directors, area directors, special directors,

and regional commissioners of chartered regions as

long as they hold their respective positions.

No person may hold more than one position within the

Organization which is an executive membership position and

such memberships shall not be transferable.

Section 3.04 Participating Members

(a) Participating membership shall be extended to:

(1) All youth who exhibit a sincere interest in soccer

and who have become registered as a

participating player pursuant to the Rules &

Regulations of the Organization.

(2) All section and area staff, and all regional

administrators, coaches and referees who

become registered with the Organization.

(b) The term of each participating member shall be the

length of time such participating member is

registered with the Organization.

Section 3.05 Right to Vote

(a) Only executive members shall have the right to vote.

Each executive member of record shall be entitled to

cast one vote at meetings of the executive members.

Whenever any corporate action is to be taken by

vote of the executive members, it shall, except as

otherwise expressly provided by the California

Nonprofit Public Benefit Corporation Law (the

“Law”) or by these Bylaws, be authorized by a

majority of votes cast (not counting abstentions) by

the executive members.

(b) Nothing in this Section 3.05 shall be construed as

limiting the right of the Organization to refer to

persons or entities associated with it as “members”

even though such persons or entities are not

executive members as defined in Section 3.03, and

no such reference shall constitute anyone a member,

within the meaning of Section 5056 of the Law or

the foregoing provisions of this Section 3.05, unless

such persons or entities shall have qualified for

executive membership as set forth above. All

references in these Bylaws, or in the Law, to

“approval by the members” or “approval by a

majority of all members” shall be deemed to apply to

the executive members only.

Section 3.06 Regional Registration Fee

Each participating player shall pay a registration fee in such

amounts and at such times as shall be determined by the

region. These fees shall be sufficient to enable the region to

meet its financial obligations, including its financial and other

commitments to the Organization.

Section 3.07 Termination of Membership

(a) The Board, or its designee, may expel an executive

member for conduct which the Board shall deem

inimical to the best interests of the Organization,

including, without limitation, violation of any

provision of these Bylaws or any of the rules,

regulations, policies or philosophies of the

Organization.

(b) The Board, or its designee, shall give the executive

member who is the subject of the proposed action

15 days prior notice of the proposed expulsion and

the reasons therefore. The executive member may

submit orally or in a written statement to the Board,

or its designee, a response regarding the proposed

action not less than five days before the effective

date of the proposed expulsion. Prior to the effective

date of the proposed action, the Board, or a

designee authorized to decide that the proposed

expulsion not take place, shall review any such

statement submitted and shall determine the

mitigating effect, if any, of the information contained

therein on the proposed expulsion.

(c) The procedures contained in subparagraph (b) above

shall only apply to the termination of an executive

member’s rights as a member under the Law. The

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MEMBERS

AYSO NATIONAL BYLAWS 9

Board, or its designee, may, without notice or

hearing, suspend any or all operational powers or

authority that an executive member may have by

virtue of holding a position described in ARTICLE VII

for a period not to exceed 90 days. In addition, this

Section 3.07 does not govern the expulsion or

suspension of a participating member. Each region

may adopt its own standards and procedures for

suspension or expulsion of a participating member

consistent herewith.

Section 3.08 Place of Meetings

Meetings of the entire executive membership shall be held at

any place designated by the Board.

Section 3.09 Annual Meetings

The annual meeting of all executive members of the

Organization shall be held within 45 days of the end of each

fiscal year but preferably before the end of each fiscal year.

Directors shall be elected at the NAGM and any other proper

business may be transacted at the NAGM.

Section 3.10 Special Meetings

Special meetings of the executive membership shall be held as

may be determined necessary by the Board or at the request

of one-third of the executive members. In addition, regular or

special meetings of executive members within any particular

division of the Organization shall be held as may be

determined necessary by the area director, section director or

Board.

Section 3.11 Notice of Annual or Special

(a) Written notice of each annual or special meeting of

executive members shall be given not less than 10

nor more than 90 days before the date of the

meeting to each executive member entitled to notice

thereof; provided, however, that if notice is given by

telecopier, electronic transmission or delivery by

courier, and the notice is not mailed by first-class,

registered, or certified mail, the notice shall be given

not less than 20 days before the meeting. Such

notice shall state the place, date and hour of the

meeting and,

(1) in the case of a special meeting, the general

nature of the business to be transacted, and no

other business may be transacted, or

(2) in the case of the annual meeting, those matters

which the Board, at the time of the mailing of

the notice, intends to present for action by the

executive members, but, subject to the provisions

of applicable law, any proper matter may be

presented at the meeting for action.

(b) Notice of an executive members’ meeting shall be

given either personally or by mail or by other means

of written communication in accordance with Section

5511(b) of the Law.

(c) The notice of any meeting at which Directors are to

be elected shall include the names of all those who

are nominees at the time the notice is sent to the

executive members.

Section 3.12 Quorum

A majority of the executive members, present either in person

or by proxy, shall be necessary to constitute a quorum at a

meeting.

Section 3.13 Adjourned Meetings and Notice Thereof

Any executive members’ meeting, whether or not a quorum is

present, may be adjourned from time to time by the vote of a

majority of the votes represented either in person or by proxy,

but in the absence of a quorum no other business may be

transacted at such meeting. It shall not be necessary to give

any notice of the time and place of the adjourned meeting or

of the business to be transacted thereat, other than by

announcement at the meeting at which such adjournment is

taken; provided, however, when any executive members’

meeting is adjourned for more than 45 days, notice of the

adjourned meeting shall be given as in the case of the

meeting as originally called, whether annual or special.

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AYSO NATIONAL BYLAWS 11

Section 3.14 Proxies

Every executive member entitled to vote at a meeting of

executive members or to express consent or dissent without a

meeting may authorize another person or persons to act for

her/him by written proxy. Every proxy must be signed by the

executive member. No proxy shall be valid after the expiration

of three months from the date thereof. Every proxy shall be

revocable at the pleasure of the executive member executing

it. The proxy, in order to be valid, must be delivered to, and

accepted by, the National Secretary prior to the opening of the

meeting.

Section 3.15 Action by Members Without a Meeting

by Written Ballot

(a) Any action which may be taken at any regular or

special meeting of the executive members may be

taken without a meeting provided there is

satisfaction of the following ballot requirements:

(1) The Organization distributes a written ballot to

every executive member entitled to vote on the

matter;

(2) The ballot sets forth the proposed action,

provides an opportunity to specify approval or

disapproval of any proposal, and provides a

reasonable time within which to return the ballot

to the Organization;

(3) The number of votes cast by ballot within the

time period specified equals or exceeds the

quorum required to be present at a meeting

authorizing the action; and

(4) The number of approvals equals or exceeds the

number of votes that would be required to

approve the matter at a meeting at which the

total number of votes cast was the same as the

number of votes cast by ballot;

(5) The ballot shall be solicited in a manner

consistent with Section 5511(b) of the Law and

Section 3.16 of these Bylaws. All such

solicitations shall indicate that number of

responses needed to meet the quorum

requirement and, with respect to ballots other

than for the elections of Directors, shall state the

percentage of approvals necessary to pass the

measures submitted. The solicitation shall specify

the time by which the ballot must be received in

order to be counted.

(b) Directors may be elected by written ballot.

(c) A written ballot may not be revoked.

(d) The Board shall give written notice of the results of

any vote taken under this Section 3.15 within 30

days after the time period specified for the receipt of

ballots.

Section 3.16 Form of Proxy or Written Ballot

The form of any written ballot or proxy distributed to 10 or

more of the executive members shall afford an opportunity on

the form of written ballot or proxy to specify a choice

between approval and disapproval of each matter or group of

related matters intended, at the time the written ballot is

distributed, to be acted on by such written ballot or proxy. The

form shall also provide, subject to reasonable specified

conditions, that where the person solicited specifies a choice

with respect to any such matter, the vote must be cast in

accordance therewith. In any election of Directors, any form of

written ballot or proxy in which the Directors to be voted on

are named therein as candidates and which is marked by an

executive member “withhold” or otherwise marked in a

manner indicating that the authority to vote for the election of

Directors is withheld shall not be voted either for or against

the election of a Director.

Section 3.17 Conduct of Executive Member Meetings

The National President may preside as chairman at all

meetings of the executive members. The chairman shall

conduct each such meeting in a business like and fair manner,

but shall not be obligated to follow any technical, formal or

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MEMBERS

AYSO NATIONAL BYLAWS 13

parliamentary rules or principles of procedure. The chairman

shall have all of the powers usually vested in the chairman of a

meeting of members.

Section 3.18 Rights of Inspection

These Bylaws, the Articles and the accounting books and

records and minutes of proceedings of the Organization, of

the Board, of the committees of the Board, and of each

division of the Organization shall be open to inspection upon

the written request of any executive member.

ARTICLE IV: DIRECTORS

Section 4.01 Powers

Subject to any limitations contained in the Articles of

Incorporation (the “Articles”), these Bylaws or the Law relating

to action required to be approved by the executive members

or by a majority of all the executive members, the activities

and affairs of the Organization shall be conducted and all

corporate powers shall be exercised by or under the direction

of the Board. The Board may delegate the management of the

activities of the Organization to any person or persons,

management company, or committee however composed,

provided that the activities and affairs of the Organization

shall be managed and all corporate powers shall be exercised

under the ultimate direction of the Board. Without prejudice

to such general powers, but subject to the same limitations, it

is hereby expressly declared that the Board shall have the

following powers in addition to the other powers enumerated

in these Bylaws:

(a) To select and remove all officers (except the National

President), agents and employees of the

Organization, prescribe powers and duties for them

as may not be inconsistent with law, the Articles or

these Bylaws, fix their compensation and require

from them such security, if any, for faithful service as

the Board may deem appropriate. In the case of the

removal or resignation of the National President,

under the provisions of Section 6.04, the National

Board of Directors shall appoint one of the Directors

to fulfill the remainder of the term until the next

National Annual General Meeting of the executive

members.

(b) To conduct, manage and control the affairs and

activities of the Organization, and to make such

Rules & Regulations therefore not inconsistent with

law, the Articles or these Bylaws, as they may deem

appropriate.

(c) To adopt, make and use a corporate seal and to alter

the form of such seal from time to time, as they may

deem appropriate.

(d) To authorize the issuance of memberships in the

Organization from time to time, upon such terms

and for such consideration as may be lawful.

(e) To borrow money and incur indebtedness for the

purposes of the Organization, and to cause to be

executed and delivered therfore, in the corporate

name, promissory notes, bonds, debentures, deeds

of trust, mortgages, pledges, hypothecation or other

evidence of debt and securities therefore.

Section 4.02 Number of Directors

The authorized number of Directors of the Organization shall

be eleven until changed by an amendment to these Bylaws

duly adopted with the approval of the executive members.

Section 4.03 Term of Office

All Directors shall serve staggered terms of three years each.

The executive members, under the procedures prescribed in

Section 4.05, shall elect three classes of Directors, with the

first class having three Directors, the second class having four

Directors and the third class having four Directors. The term of

office for the Directors in each class shall expire at the third

following annual meeting of the executive members and each

succeeding third year thereafter.

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Section 4.04 Procedures for Nomination of Directors

(a) All section directors, or the designated appointee of

each section director, shall comprise a nominating

commission to seek qualified candidates for election

as Directors and/or as President. The nominating

commission shall make its report at least 75 days

before the date of the election, and the National

Secretary shall forward to each executive member a

list of candidates nominated by office.

(b) Six executive members or more may nominate

candidates as Directors and/or as President at any

time before the 45th day preceding the election. On

timely receipt of such petition, the National Secretary

shall cause the names of the candidates named on it

to be placed on the ballot along with those

candidates named by the nominating commission.

(c) Any executive member at the National Annual

General Meeting present in person or by proxy may

place names of candidates for election as Directors

and/or President in nomination.

Section 4.05 Voting Procedures for Election of

Directors

(a) The Directors and President shall be elected at the

National Annual General Meeting.

(b) At the National Annual General Meeting, the

election of the Directors shall precede the election of

the National President.

(c) All Directors shall be elected by classes, with each

class consisting of either three or four seats. The

executive members shall cast their votes for all

Directors of the same class at the same time. Each

executive member shall be entitled to cast one vote

for each seat in the class. These votes may not be

cumulative, but each vote must be cast in favor of a

different candidate. All nominations for the class

must close before the first ballot is taken. After the

executive members have cast their ballots, the

candidates receiving the highest number of votes,

either in person or by proxy, are elected.

Section 4.06 Place of Meetings

Regular or special meetings of the Board shall be held at any

place which has been designated from time to time by

resolution of the Board. In the absence of such designation,

regular meetings shall be held at the principal office of the

Organization.

Section 4.07 Annual Meetings

The Board shall hold an annual meeting for the purposes of

organization, selection of officers and the transaction of other

business. Annual meetings of the Board shall be held on such

dates and at such times as may be fixed by the Board.

Section 4.08 Regular Meetings

Regular meetings of the Board may be held without call or

notice on such dates and at such times as may be fixed by the

Board.

Section 4.09 Special Meetings

Special meetings of the Board for any purpose or purposes

may be called at any time by the Chairman of the Board, the

National President, the National Secretary or any two

Directors.

Section 4.10 Notice

(a) Annual and special meetings of the Board shall be

held upon at least seven days’ notice by first-class

mail or 48 hours’ notice given personally or by

telephone, telegraph, telex, telecopier, electronic

transmission, or other similar means of

communication.

(b) Any such notice shall be addressed or delivered to

each Director at such Director’s address as it is shown

upon the records of the Organization or as may have

been given to the Organization by the Director for

purposes of notice.

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(c) Notice by mail shall be deemed to have been given

at the time a written notice is deposited in the

United States mails, postage prepaid. Any other

written notice shall be deemed to have been given at

the time it is personally delivered to the recipient or

is delivered to a common carrier for transmission, or

actually transmitted by the person giving the notice

by electronic means, to the recipient. Oral notice

shall be deemed to have been given at the time it is

communicated, in person or by telephone or

wireless, to the recipient or to a person at the office

or residence of the recipient who the person giving

the notice has reason to believe will promptly

communicate it to the receiver.

Section 4.11 Waiver of Notice

Notice of a meeting need not be given to any Director who

signs a waiver of notice or a written consent to holding the

meeting or an approval of the minutes thereof, whether

before or after the meeting, or who attends the meeting

without protesting, prior thereto or at its commencement, the

lack of notice to such Director. All such waivers, consents and

approvals shall be filed with the corporate records or made a

part of the minutes of the meeting.

Section 4.12 Quorum

(a) A majority of the Directors then in office shall

constitute a quorum for the transaction of business,

except to adjourn as provided in Section 4.15. Every

act or decision done or made by a majority of the

Directors present at a meeting duly held at which a

quorum is present shall be regarded as the act of the

Board, unless a greater number be required by the

Law, the Articles, or these Bylaws, except as provided

in subsection (b) of this section 4.12.

(b) A meeting at which a quorum is initially present may

continue to transact business notwithstanding the

withdrawal of Directors, if any action taken is

approved by at least a majority of the required

quorum for such meeting; provided, that the Board

can only take action pursuant to this subparagraph

(b) on items included in the agenda for the meeting.

Section 4.13 Participation in Meetings by

Conference Telephone

Directors may participate in a meeting of the Board or a

committee meeting through use of a conference telephone or

similar communications equipment so long as all Directors

participating in such meeting can hear one another.

Section 4.14 Adjournment

A majority of the Directors present, whether or not a quorum

is present, may adjourn any Directors’ meeting to another

time and place. Notice of the time and place of holding an

adjourned meeting need not be given to absent Directors if

the time and place be fixed at the meeting adjourned, except

as provided in the next sentence. If the meeting is adjourned

for more than 24 hours, reasonable notice of any

adjournment to another time or place shall be given prior to

the time of the adjourned meeting to the Directors who were

not present at the time of the adjournment.

Section 4.15 Action by Board Without a Meeting

Any action required or permitted to be taken by the Board or

any committee thereof may be taken without a meeting if all

members of the Board or the committee shall individually or

collectively consent in writing to the adoption of a resolution

authorizing the action. The resolution and written consents

thereto shall be filed with the minutes of the proceedings of

the Board or committee.

Section 4.16 Rights of Inspection

Every Director shall have the absolute right at any reasonable

time to inspect and copy all books, records and documents of

every kind and to inspect the physical properties of the

Organization.

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Section 4.17 Vacancies

(a) Subject to the provisions of Section 5226 of the Law,

any Director may resign effective upon giving written

notice to the Chairman of the Board, the National

President, the National Secretary or the Board, unless

the notice specifies a later time for the effectiveness

of such resignation. If the resignation is effective at a

future time, a successor may be selected before such

time, to take office when the resignation becomes

effective.

(b) Vacancies may be filled by a majority of the

remaining Directors, although less than a quorum, or

by a sole remaining Director at any regular or special

meeting of the Board. Each Director so selected shall

hold office until the next annual meeting of the

executive members and until a successor has been

selected to serve the remainder of the vacated

Director’s term of office.

(c) A vacancy in the Board shall be deemed to exist in

case of the death, resignation or removal of any

Director, or if the authorized number of Directors be

increased, or if the Executive Members fail, at any

regular or special meeting of Executive Members at

which any Director or Directors are elected, to elect

the full authorized number of Directors to be voted

for at that meeting.

(d) The Board may declare vacant the office of a Director

who has been declared of unsound mind by a final

order of court, convicted of a felony, or been found

by a final order or judgment of any court to have

breached any duty arising under Sections 5230

through 5238 of the Law. In addition, the Board may

remove, and declare vacant, the office of a Director

who fails to attend three Board meetings within any

one fiscal year.

(e) The executive members may elect a Director or

Directors at any time to fill any vacancy or vacancies

not filled by the Directors.

(f) No reduction of the authorized number of Directors

shall have the effect of removing any Director prior

to the expiration of the Director’s term of office.

Section 4.18 Removal of Directors

Except as otherwise provided herein or by the Law, any or all

Directors may be removed with or without cause, by a

majority vote of the executive members participating in such

vote.

Section 4.19 Fees and Compensation

Directors shall not receive any compensation for their services

as Directors or as members of committees or commissions, but

reimbursement or advancement may be made for any

expenses incurred or paid by them for the benefit of the

Organization.

The Organization shall not make any loan of money or

property to, or guarantee the obligation of, any Director or

officer, unless approved by the California Attorney General;

provided, however, that the Organization may advance money

to a Director or officer of the Organization for expenses

reasonably anticipated to be incurred in the performance of

the duties of such officer or Director, provided that in the

absence of any such advance, such Director or officer would

be entitled to be reimbursed for such expenses by the

Organization. Subject to the provisions of Section 5227 of the

Law, nothing contained in this Section 4.19 shall be construed

to preclude any Director from serving the Organization in any

other capacity as an officer, agent, employee or otherwise and

receiving compensation therefore.

Section 4.20 Interested Transactions Prohibited

No director shall enter into any interested or self-dealing

transaction with the Organization except as may be in

compliance with Section 5233 of the Law.

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ARTICLE V: COMMITTEES

Section 5.01 Executive Committees

(a) The Board may, by resolution adopted by a majority

of the number of Directors then in office, establish

an Executive Committee consisting of such number

of Directors as may be determined by the Board. The

Executive Committee shall have and may exercise

only such powers as are specifically delegated to it by

the Board to manage the business and affairs of the

Organization.

(b) Appointments to the Executive Committee shall be

by a majority vote of the Directors then in office. A

majority of all the members of the Executive

Committee may determine its rules of procedure

unless the Board shall otherwise provide. The Board

shall have the power to change the members of the

Executive Committee at any time, either with or

without cause, and to fill vacancies; provided,

however, that all appointments to the Executive

Committee shall be by a majority vote of the

Directors then in office.

(c) Any action that under the provisions of the Law may

be taken at a meeting of the Executive Committee

may be taken without a meeting if authorized by a

writing signed by all members of the Executive

Committee who would be entitled to vote at a

meeting for such purpose and filed with the National

Secretary.

(d) The Board may, at any regular or special meeting,

overrule any action or actions of the Executive

Committee by a majority vote of all members of the

Board, provided that any such action will not affect

the contractual rights of parties outside the

Organization.

Section 5.02 Standing or Special Committees

(a) If the Board determines that the management of the

Organization would be benefited by the

establishment of one or more standing or special

committees, in addition to the Executive Committee,

the Board may from time to time establish one or

more such committees.

(b) The term “standing committee” or “special

committee” shall mean any committee appointed by

the Board which is authorized by specific delegation,

without further Board action, to make and

implement decisions on behalf of the Board, or to

implement, with some degree of discretion, decisions

of the Board pursuant to guidelines established by

the Board.

(c) The establishment of a standing or special committee

shall be effected by a resolution of the Board

approved by the vote of the majority of the Directors

then in office, which specifically sets forth the

powers and duties delegated to such committee and

specifically identifies the committee as a “standing”

or “special committee.” Each such committee shall

consist of two or more Directors and shall be

presided over by a Director selected by the Board.

(d) Notice of, and procedures for, meetings of standing

or special committees shall be as prescribed by the

chairman of each such standing or special

committee, and meetings of standing or special

committees may be called by the Board or the

chairman of the standing or special committee.

Section 5.03 Limitations Upon Committees of the

Board

No committee of the Board shall have any of the authority of

the Board with respect to:

(a) The approval of any action for which the Law also

requires approval of the executive members or

approval of a majority of all executive members;

(b) The filling of vacancies on the Board or on any

committee that has the authority of the Board;

(c) The amendment or repeal of Bylaws or the adoption

of new Bylaws;

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(d) The amendment or repeal of any resolution of the

Board that by its express terms is not so amendable

or repealable;

(e) The appointment of other committees of the Board

or the members thereof if such committee will have

the authority of the Board;

(f) The expenditure of corporate funds to support a

nominee for Director after there are more people

nominated for Director than can be elected; or

(g) The approval of any self-dealing transaction, except

that when it is not reasonably practicable to obtain

approval of the Board prior to entering into such a

transaction, a committee authorized by the Board

may approve the transaction in a manner consistent

with the standards set forth in Section 5233(d) of the

Law subject to ratification by a majority of the

Directors then in office (without counting the vote of

any interested Director) at the next meeting of the

Board.

Section 5.04 Advisory Commissions

The Chairman of the Board, the Board, or the National

President may from time to time appoint such advisory

commissions as deemed appropriate, consisting of Directors or

persons who are not Directors, but such advisory commissions

shall not be deemed committees of the Board and shall not

exercise any powers of the Board. Notice of, and procedures

for, meetings of advisory commissions shall be as prescribed by

the chairman of each such advisory commission, and meetings

of advisory commissions may be called by the Chairman of the

Board, the Board, the Executive Committee, the National

President or the chairman of the advisory commission.

ARTICLE VI: OFFICERS

Section 6.01 Officers

The officers of the Organization shall be a National President,

a National Secretary and a National Treasurer. The

Organization may also have, at the discretion of the Board, a

Chairman of the Board, a National Executive Vice President,

one or more National Vice Presidents, one or more Assistant

National Secretaries, one or more Assistant National

Treasurers, a National Executive Director, and such other

officers as may be elected or appointed in accordance with

the provisions of Section 6.03. No person shall hold more than

one office.

Section 6.02 Election of the National President

After all the Directors have been elected under the provisions

of Sections 4.05 or 4.17, the executive members shall elect

one Director, by a majority of the votes cast, to serve a one

year term as National President.

If no Director receives a majority of the votes cast on the first

ballot, the executive members shall elect one of the two

Directors receiving the highest total of votes cast on the first

vote. All other officers of the Organization, except such

officers as may be elected or appointed in accordance with

the provisions of Section 6.03 or Section 6.05 shall be chosen

annually by, and shall serve at the pleasure of, the Board. They

shall hold their respective offices until their resignation,

removal, or other disqualification from service or until their

respective successors shall be elected.

Section 6.03 Subordinate Officers

The Board may elect, and may empower the National

President to appoint, such other officers as the business of the

Organization may require, each of whom shall hold office for

such period, have such authority and perform such duties as

are provided in these Bylaws or as the Board may from time to

time determine.

Section 6.04 Removal and Resignation

The National President can be removed only under the

provisions of Section 4.17(d) and 4.18 of these Bylaws. Any

other officer may be removed at any time, either with or

without cause, by the vote of two-thirds of the entire Board

or, in the case of an officer, who is chosen under Section 6.03,

by any officer upon whom such power of removal may be

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conferred by the Board. Any such removal shall be without

prejudice to the rights, if any, of the officer under any contract

of employment.

Any officer may resign at any time by giving written notice to

the Chairman of the Board, National President or National

Secretary of the Board, but without prejudice to the rights, if

any, of the Organization under any contract to which the

officer is a party. Any such resignation shall take effect at the

date of the receipt of such notice or at any later time specified

therein and, unless otherwise specified therein, the acceptance

of such resignation shall not be necessary to make it effective.

Section 6.05 Vacancies

A vacancy in any office because of death, resignation,

removal, disqualification or any other cause shall be filled in

the manner prescribed in these Bylaws for regular election or

appointment to such office, provided that such vacancies shall

be filled as they occur and not on an annual basis.

Section 6.06 Chairman of the Board

The Chairman of the Board, if there be such an officer, shall

assume the duties and responsibilities normally associated with

the position or those duties assigned by the Board.

Section 6.07 National President

The National President shall be the chief executive officer of

the Organization and, subject to the control of the Board,

shall:

(a) Provide leadership and broad guidance to the

Organization in all its activities;

(b) Preside, when present, at the meetings of the

executive members and, in the absence of the

Chairman of the Board, or if there be none, at the

meetings of the Board;

(c) Nominate, subject to the approval of a majority of

the entire Board and without prejudice to the rights

of all Board members to make such nominations,

members of Board committees as and when needed;

(d) Have the general powers and duties usually vested in

the office of President of a nonprofit volunteer

organization;

(e) Prepare and submit at each NAGM a written annual

report covering the Organization’s activities for the

twelve months ending on the date of the Meeting;

and

(f) Have such other powers and duties as may be

prescribed by the Board or these Bylaws.

Section 6.08 National Executive Vice President

The National Executive Vice President if any, shall assume the

duties of the National President in the latter’s absence and

perform such other duties as may be assigned from time to

time by the Board.

Section 6.09 National Vice President

The National Vice Presidents, if any, shall perform such duties

as may be directed by the National President and have such

other duties as may be assigned to them from time to time by

the Board.

Section 6.10 National Secretary

The National Secretary, or a designee, shall keep the minutes

of the proceedings of all Board and executive members’

meetings, certify official records, maintain a list of names and

addresses of all executive members, and issue notice of

meetings of the executive members and the Board. The

National Secretary shall keep, or cause to be kept, at the

principal office in the State of California the original or a copy

of the Organization’s Articles and Bylaws, as amended to date.

Section 6.11 National Treasurer

The National Treasurer, or such person designated by the

Board, shall be the Chief Financial Officer of the Organization,

have custody of all funds, securities, evidence of indebtedness

and other valuable documents, and deposit funds and

securities in the name and to the credit of this Organization in

a bank or depository. The National Treasurer, or such designee,

may invest such funds under the supervision of the Board in

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such investments as may comply with Section 5240 of the

Law. The National Treasurer, or such designee, shall keep in

appropriate books an accurate account of all money received

and paid out. The National Treasurer or such designee shall

render a report of the funds, receipts and disbursements of

the Organization annually or at such other times as requested

by the Board.

Section 6.12 National Executive Director

The National Executive Director shall be the chief

administrative officer of the Organization and, subject to the

supervision of the Board, shall:

(a) Supervise, direct, and control the business and affairs

of the Organization;

(b) Hire, supervise, and direct all employees of the

Organization, and have the power to delegate

responsibilities and commensurate authority to

subordinates;

(c) Supervise, direct, and control the collection, deposit,

investment and disbursement of all funds of the

Organization in accordance with the specific or

general instructions of the National Treasurer.

(d) Be a nonvoting ex-officio member of the Board,

Executive Committee, and all standing committees

and, whenever practical, serve as the staff adviser

and recording secretary thereof;

(e) Have the general powers and duties of management

usually vested in the office of a National Executive

Director or general manager of a nonprofit volunteer

organization; and

(f) Have such other powers and duties as may be

prescribed by the Board or these Bylaws.

ARTICLE VII: SPECIAL DIRECTORS

Section 7.01 Section Director

A section director shall be nominated by themselves and the

area directors within each section and appointed by the Board

for a term of three years. Each section director shall report to

the Board and be responsible for the general welfare and

administration of the Organization within such section and be

in charge of all inter-area activities within such section. The

section staff, through the section director, shall be responsive

to the Board in accomplishing such administrative functions as

may be requested. The section director shall oversee

appropriate dispute resolution mechanisms within the section.

A section director may be suspended or removed by the

Board.

Section 7.02 Area Director

Each area director shall be nominated by themselves and the

regional commissioners within each area. Subject to the

approval of the appropriate section director, area directors

shall be appointed by the Board for a term of three years.

Each area director shall:

(a) Report to the section director and be responsible for

the performance and growth of their areas and all

inter-regional and extra-regional activities within their

areas;

(b) Organize and maintain volunteer staff to assure

adequate support and services to the regions in their

areas;

(c) Be the official spokesman for the area in regard to

publicity, outside development, cultural exchange,

internal development, business systems, budgets,

bylaws, Board policies, Rules & Regulations;

(d) Be responsible for such other matters that directly

relate to the operation of the area; and

(e) Oversee dispute resolution within the area.

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An area director may be suspended by the section director

responsible for such area and suspended or removed by the

Board.

Section 7.03 Regional Commissioner

Each regional commissioner shall be nominated by a majority

of the regional board in accordance with the regional

guidelines in effect for each region or, in the absence of any

such nomination, by the area director. Subject to the approval

of the area director and the section director, a commissioner

shall be appointed by the Board for a term of three years. If

there are term limitations in the region’s guidelines that specify

a shorter term of office, the appointment shall be for the term

specified in those regional guidelines. A regional commissioner

shall have the responsibility and authority to administer the

day-to-day business of the region within the framework of

these Bylaws, including without limitation, Section 1.04

hereof, and the regional guidelines of the region. A regional

commissioner shall maintain close liaison with the area

director and coordinate inter-area activities through the area

director. A regional commissioner may be suspended by the

area director or the section director and suspended or

removed by the Board.

Section 7.04 Other Special Directors

It shall be within the authority of the Board to establish

positions that are not set forth within these Bylaws and to

appoint Special Directors to fill those positions. These positions

may include, among others, a National Director of

Tournaments and the Chairmen of the National Coaching and

Refereeing Commissions. Any person appointed to a position

established under this Section 7.04 shall become an executive

member of the Organization. Special Directors shall be

appointed by the Board for a term of three years, or such

shorter term as the Board may prescribe.

Section 7.05 Multiple Terms

Nothing contained in Section 7 shall limit the number of terms

that an executive member may serve.

ARTICLE VIII: RULES & REGULATIONS

Section 8.01 National Rules and Regulations

The Organization shall adopt a set of Rules & Regulations to

be known as the “National Rules & Regulations” governing

the conduct, playing, and scheduling of soccer games.

Section 8.02 Amendments

(a) The National Rules & Regulations may be amended

or repealed at the NAGM if approved by the

executive members provided that the proposed

change has been submitted in writing to the National

Support & Training Center no later than 70 days prior

to the date of the NAGM.

(b) The requirement that a proposed change be

submitted in writing to the National Support &

Training Center no later than 70 days prior to the

date of the NAGM may be suspended by the vote of

two-thirds of the Executive Membership, either in

person or by proxy.

Section 8.03 Section Rules and Regulations

(a) Each section may adopt such Rules & Regulations

governing the conduct, playing, and scheduling of

soccer games within the section as may be deemed

appropriate which are not inconsistent with the

National Rules & Regulations as may be in effect

from time to time.

(b) The Section Rules & Regulations may be amended or

repealed if approved by a majority of the chartered

regional commissioners, area directors, and section

director of the section as a group, each being

entitled to one vote.

ARTICLE IX: MISCELLANEOUS

Section 9.01 Inspection of Articles and Bylaws

The Organization shall keep in its principal office in the State

of California the original or a copy of its Articles and of these

Bylaws as amended to date, which shall be open to inspection

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by the executive members at all reasonable times during office

hours. The Organization shall upon the written request of any

executive member furnish a copy of the Articles or Bylaws as

amended to date.

Section 9.02 Endorsement of Documents: Contracts

Subject to the provisions of applicable law, no note,

mortgage, evidence of indebtedness, contract, conveyance or

other instrument in writing and any assignment or

endorsement thereof executed or entered into between the

Organization and any other person shall be valid and binding

on the Organization unless the signing officers had the

authority to execute the same. Unless so authorized by the

Board, no officer, agent or employee shall have any power or

authority to bind the Organization by any contract or

engagement or to pledge its credit or to render it liable for

any purpose or amount.

Section 9.03 Construction and Definitions

Unless the context otherwise requires, the general provisions,

rules of construction and definitions contained in the General

Provisions of the California Nonprofit Public Benefit

Corporation Law shall govern the construction of these

Bylaws.

Section 9.04 Maintenance of Corporate Records

The accounting books, records, and minutes of proceedings of

the executive members, the Board and the Executive

Committee shall be kept at such place or places designated by

the Board or, in the absence of such designation, at the

principal business office of the Organization. The minutes shall

be kept in written, typed or printed form, and the accounting

books and records shall be kept either in written typed or

printed form or in any other form capable of being converted

into written, typed or printed form.

Section 9.05 Annual Report

The Board shall cause an annual report to be furnished to the

Directors and executive members not later than 120 days after

the close of the Organization’s fiscal year. The annual report

shall be accompanied by any report thereon of independent

accountants, or, if there is no such accountant’s report, the

certificate of an authorized officer of the Organization that

such statements were prepared without audit from the books

and records of the Organization. The annual report shall

contain in appropriate detail the following:

(a) The assets and liabilities, including the trust funds, of

the corporation as of the end of the fiscal year;

(b) The principal changes in assets and liabilities,

including trust funds, during the fiscal year;

(c) The revenue or receipts of the Organization both

unrestricted and restricted to particular purposes, for

the fiscal year;.

(d) The expenses or disbursements of the Organization,

for both general and restricted purposes, during the

fiscal year; and

(e) Any information required by Section 9.06.

Section 9.06 Annual Statement of Certain

Transactions and Indemnification

(a) The Organization shall furnish annually to its

executive members and Directors a statement of any

covered transaction or indemnification described

below, if such covered transaction or indemnification

took place. Such annual statement shall be affixed to

and sent with the annual report described in Section

9.05. A covered transaction under this Section 9.06

is a transaction in which the Organization was a

party, and in which any Director or officer had a

direct or indirect material financial interest (excluding

a mere common directorship).

(b) The statement required by this Section 9.06 shall

describe briefly:

(1) Any covered transaction during the previous fiscal

year involving more than $50,000 or which was

one of a number of covered transactions in

which the same interested persons had a direct

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or indirect material financial interest and which

transactions in the aggregate involve more than

$50,000.

(2) The names of the interested persons involved in

such transactions, stating such person’s

relationship to the Organization, the nature of

such person’s interest in the transaction, and,

where practicable, the amount of such interest;

provided that in the case of a transaction with a

partnership of which such person is a partner,

only the interest of the partnership need be

stated.

(3) The amount and circumstances of any

indemnification or advances aggregating more

than $10,000 paid during the fiscal year to any

officer or Director of the Organization pursuant

to Section 9.07; provided that no such report

need be made in the case of indemnification that

has been approved by the executive members

Section 9.07 Indemnification

The Organization shall, to the maximum extent permitted by

Law, indemnify each Executive Member and the National

Executive Director against expenses, judgments, fines,

settlements and other amounts actually and reasonably

incurred in connection with any proceeding arising by reason

of the fact that such person is or was acting as an agent of

the Organization and shall advance to such persons expenses

incurred in defending any such proceeding to the maximum

extent permitted by law. The Board may, in its discretion,

provide by resolution for such indemnification of, or advance

of expenses to, other agents, members and employees of the

Organization, and likewise may refuse to provide for such

indemnification or advance of expenses except to the extent

such indemnification is mandatory under the Law.

Section 9.08 Insurance

The Organization shall have the power to purchase and

maintain insurance on behalf of any agent of the Organization

against any liability asserted against or incurred by the agent

in such capacity or arising out of the agent’s status as such

whether or not the Organization will have the power to

indemnify the agent against such liability under the provisions

of Section 9.07, provided, however, that the Organization shall

have no authority to purchase and maintain such insurance to

indemnify any agent of the Organization for a violation of

Section 5233 of the Law.

Section 9.09 Prohibited Uses of Membership Lists

The membership list is a corporate asset. Without consent of

the National Executive Director the membership list or any part

thereof may not be used by any person for any purpose

unrelated to an executive member’s interest as an executive

member. Without limiting the generality of the foregoing,

without the consent of the Board, or its designee, the

membership list or any part thereof may not be:

(a) Used to solicit money or property unless such money

or property will be used solely for the benefit of the

Organization;

(b) Used for any purpose which the user does not

reasonably and in good faith believe will benefit the

Organization;

(c) Used for any commercial purpose or purposes in

competition with the Organization; or

(d) Sold or purchased by any person.

Section 9.10 Fees

Each region shall remit a membership fee to the Organization

for each participating player in the region in such amount as

shall be determined from time to time by the executive

members.

Section 9.11 Fiscal Year

The fiscal year of the Organization shall commence on July 1

of each year and end on June 30 of the following year.

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Section 9.12 Budget Presentation by Goals and

Objectives

Annually, the National Board of Directors shall present to the

Executive Members at the National Annual General Meeting a

set of goals and objectives for the American Youth Soccer

Organization. The proposed budget for each fiscal year, which

shall also be presented annually to the Executive Members,

shall be predicated and based upon the stated goals and

objectives. The proposed budget shall provide a thorough and

specific analysis and explanation of how the proposed amount

and type of expenditures assists the organization in attaining

its stated goals and objectives.

The National Board of Directors shall provide periodic status

reports not less than quarterly through the AYSO National

Web site and at the National Annual General Meeting

regarding each goal and objective presented to the Executive

Members.

ARTICLE X: AMENDMENTS

Section 10.01. Bylaws

(a) New Bylaws may be adopted or current Bylaws may

be amended or repealed by the vote of two-thirds of

the executive members, either in person or by proxy

or ballot, except as otherwise provided by the Law.

Amendments to be considered at the National

Annual General Meeting under the provisions of the

section must be submitted in writing to the National

Support & Training Center no later than 70 days prior

to the date of the National Annual Meeting.

(b) The requirement that a proposed change be

submitted in writing to the National Support &

Training Center no later than 70 days prior to the

date of the National Annual General Meeting may be

suspended by the vote of three-quarters of the

Executive Membership, either in person or by proxy.

(c) In addition to the right of the executive members as

provided in subparagraph (a) to adopt, amend or

repeal Bylaws, and except as otherwise provided in

the Law, Bylaws may be adopted, amended or

repealed by the Board by a two-thirds vote of the

Directors present and voting (but not less than a

majority of the entire Board) at a Board meeting

unless the action would materially and adversely

affect the rights of the executive members as to

voting.

Section 10.02. Articles of Incorporation

The Articles of Incorporation may be amended if approved by

a two-thirds vote of the executive members, either in person

or by proxy or ballot, except as otherwise provided in the Law

and if approved by a two-thirds vote of the Directors present

and voting (but not less than a majority of the entire Board) at

a Board meeting.

Section 10.03. Adoption

I hereby certify that the foregoing amended Bylaws were

validly adopted at the meeting of the executive members held

on May 29, 2005 at Waikoloa, Hawaii, became effective on

that date and repealed and superseded all previous Bylaws,

and are the current Bylaws of the American Youth Soccer

Organization.

James Schauer, National Secretary 15 June 2005

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AMENDMENTS

AMERICAN YOUTH SOCCER ORGANIZATION

National Support & Training Center

12501 South Isis Avenue

Hawthorne, CA 90250

(800) USA-AYSO

www.soccer.org

AYSO Supply Center Reorder #GE003-1, revised 06/2005