This Association is a nonprofit association established as a tax exempt organization pursuant to California Revenue and Taxation Code Section 2370 1(0 and Internal Revenue Code Section 501(c)(3). The purpose of this Association is to engage in any lawful act or activity for which an association may be organized under such laws.

(a) The powers of this Association shall be exercised, its property controlled, and its affairs conducted by a Board of Directors.

This Association shall have no members.

Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes or civic leagues or social welfare organizations as shall at the time qualify as an exempt organized under Internal Revenue Code Section 501 (c)(4) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed on by the Superior Court of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

(a) These articles are a restatement of the articles as they were contained in the Constitution and Bylaws of the Aptos Soccer club as restated on March 28, 1995.

(b) The original or a copy of these Articles of Association as amended to date shall be kept at the principal office of the Association, and shall be open to inspection by Board of Directors or their agents at any reasonable time.

(c) These Articles of Association shall be amended only by resolution duly adopted by a majority of the Directors of the Association.

A California Unincorporated Association

Principal Offices Within the Aptos High School District

Determined each year at the Annual Meeting

Before April of each year

Regular Meetings of Directors. Held monthly at the call of the President

At least 5 days before the meeting

Called by the President or 3 Members of the Board

At least 5 days before the meeting

• Section 1. Principal Offices 1
• Section 2. Other Offices

• Section 1. General Purposes
• Section 2. Specific Purposes
• Section 3. Limitations I

• Section 1. Specific Affiliations

• " Section 1. Qualifications of Players 2
• " Section 2. Acceptance of Bylaws, Rules and Regulations of the Club
• " Section 3. Designation of Club Colors 2

• Section 1. Powers 2
• Section 2. Responsibilities 2
• Section 3. Number and Qualification of Directors 3
• Section 4. Election, Designation, and Term of Office 3
• Section 5. Vacancies on Board 3
• Section 6. Annual Meeting 3
• Section 7. Regular Meetings 4
• Section 8. Special Meetings
• Section 9. Place of Meetings 4
• Section 10. Meeting Conduct 4
• Section 11. Quorum 5
• Section 12. Waiver of Notice or Consent by Absent Directors 5
• Section 13. Removal from Office 5
• Section 14. Adjournment 5
• Section 15. Notice of Adjournment 5

• Section 1. Committees of Directors 5
• Section 2. Meetings and Action of Committees 6

• Section 1. Officers 6
• Section 2. Election of Officers 6
• Section 3. Other Officers 6
• Section 4. Removal and Resignation of Officers 7
• Section 5. Vacancies in Offices 7
• Section 61 Chief Executive Officer (President) 7
• Section 7. Vice Presidents 7
• Section 8. Secretary 7
• Section 9. Chief Financial Officer (Treasurer) S
• Section 10. Registrar 8
• Section 11. Coach Coordinator 8
• Section 12. Referee Coordinator 8
• Section 13. Sponsor Coordinator 8
• Section 14. Field Coordinator 8
• Section 15. Uniform and Equipment Coordinator S

• Section 1. Protests 9
• Section 2. Appeals 9
• Section 3. Disciplinary Procedures 9

• Section 1. Inspection by Directors 10
• Section 2. Annual Report 10
• Section 3. Annual Statement of Certain Transactions and Indemnifications 10

• Section 1. Procedure 11

A California Unincorporated Association

The Board of Directors shall fix the location of the principal executive office of the Association at any place within the Aptos area which shall be defined as the Aptos High School District and shall be set forth in the Statement of Essential Information, which is attached hereto and incorporated by this reference as if fully set forth herein.

The Board of Directors may at any time establish branch or subordinate offices within the Aptos area.

This Association is organized exclusively for non-profit, recreational purposes under Internal Revenue Code Section 501(c)(3), or the corresponding provision of any future Internal Revenue Code.

The purpose of this Association (also referred to herein as "this Club") shall be to develop, promote, and govern the game of soccer among youth under nineteen (19) years of age.

3.1 The area of participation of this Club shall be limited to the Central Coast.

3.2 On the winding up and dissolution of this Association, after paying or adequately providing for the debts, obligations, and liabilities of the Association, the remaining assets of this Association shall be distributed to such organization (or organizations) organized and operated exclusively for charitable purposes which have established tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future Internal Revenue Code).

This Association shall be an affiliated Club of and comply with the authorities of Santa Cruz County Youth Soccer League (SCCYSL), the California Youth Soccer Association (CYSA), and the U.S. Soccer Football Association (USSFA).

1.1 All boys and girls between the ages of four (4) and eighteen (19) years of age shall be allowed to play, subject to any suspensions, or restrictions which may be imposed by the Board of Directors from time to time.

2.1 All players shall abide by the Bylaws, Rules and Regulations of the Club, and the Rules and Regulations of the organizations with which this Club is affiliated

3.1 The representative colors of this Club shall be blue and white.

This Association shall have no Members.

Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and other applicable laws, and subject to any limitations in these Bylaws, the business and affairs of this Association shall be managed by the Board of Directors.

The Board of Directors shall have exclusive responsibilities for the following, in addition to or as part of the normal legal responsibilities of the Board:

2.1 Enforcing and interpreting the Articles, Bylaws, Rules, and Regulations of the Association.

2.2 Creating geographical areas within the Club boundaries for the operation of games and competitions governed by this Association, and the modification thereof, as it deems necessary.

2.3 Selecting coaches and/or managers for all affiliated teams. No coach or manager who has served in any previous season shall have a right to be appointed a coach or manager in a subsequent year unless re-appointed by the Board of Directors. Coaches and managers shall be selected on their ability to teach the techniques and rules of soccer, to manage their players as a team, and to display and teach good sportsmanship

2.4 Supervising teams, coaches and managers, and ensuring that teams are being coached and managed in a satisfactory manner, consistent with sportsmanship, good soccer, and the best interests of the players; and shall have the power to make appropriate investigations into these matters, establish corrective measures to be followed by the parties concerned, and remove a coach and/or manager of a team if the provisions are not followed or it is deemed necessary.

2.5 Having ultimate responsibility for all duties assigned to the Officers of this Association.

2.6 Conducting, managing, and controlling the affairs and activities of the Association and to make such rules and regulations therefor, not inconsistent with the law or these Bylaws, as they deem best.

3.1 The authorized number of Directors shall be set each year at the Annual Meeting as. provided in this Article VI, Section 6, below.

3.2 No more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is: (a) any person compensated by this Association for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding reasonable compensation paid to a Director as Director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by this Association

All Directors shall be elected at each Annual Meeting, to hold office until the next Annual Meeting; however, if any such Director(s) are not elected at any Annual Meeting, they shall be appointed by the Board of Directors to serve the duration for the terms until the next Annual Meeting. Each such Director, including a Director appointed to frill a vacancy, shall hold office until expiration of term for which elected and until a successor has been selected and qualified.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.

5.1 Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death or resignation of any Director; (b) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of a court of competent jurisdiction, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Association Law.

5.2 Resignations. Except as provided below, any Director may resign by giving written notice to the President or the Secretary of the Association. The resignation shall be effective when notice is given unless it specifies a later time for the resignation to become effective. If a Director's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective. Except as on notice to the Attorney General of California, no Director may resign if the Association would be left without a duly elected Director.

5.3 Filling Vacancies. Except for vacancy created by the removal of a Director, vacancies on the Board may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by the sole remaining Director

The Board of Directors shall hold an Annual Meeting before April of each year at a time, date and place that has been designated by the President. Notice of the meeting shall be given in writing to the existing Members of the Board of Directors and to the coach, or to the designated representative of each affiliated team, which has participated in the current season, at least fourteen (14) days in advance. A quorum for the transaction of business shall consist of those noticed and present at the meeting. Each Board Member or team representative present shall be entitled to one (1) vote. A secret ballot may be requested by any person entitled to vote

6.1 The new Board of Directors for the next year shall initially be elected at this meeting by selecting Board Members to fill each office or position of the Board of Directors.

6.1.1 Nominations for each office or position may be made by any person present entitled to vote.

6.1.2 Seconded nominations shall be voted upon, unless the Nominee withdraws.

6.1.3 The Nominee with the majority of votes shall be elected.

6.1.4 In the event that an election does not take place on the first ballot, the names of all the candidates receiving five (5) votes or more, shall be listed alphabetically for the next ballot. If election fails on the second ballot, the names of two (2) candidates receiving the greatest number of votes shall be listed alphabetically for the final ballot.

6.2 Decisions made at this meeting shall be done by majority vote of those present and voting, except that any amendment of the Bylaws of this Association shall be by affirmative vote of two-thirds (2/3) of the Directors.

6.3 The Board shall then take up other business as desired.

Regular meetings of the Board of Directors shall be held monthly at the call of the President; with notice given by telephone, fax, or by writing, deposited in the U.S. Mail at least five (5) days before the meeting.

Special meetings may be called by the President or by three (3) Members of the Board in the same manner as for regular meetings.

Meetings of the Board shall be held at any place within the State of California designated in the notice of the meeting, or if the notice does not specify, or if there is no notice, at the principal executive office of the Association

All meetings, including the Annual Meeting, will be conducted in accordance with these Bylaws and Robert's Rules of Order

10.1 The recommended Order of Meetings is:

• (a) Call to Order
• (b) Roll Call
• (c) Introduction of Guests
• (d) Addition to Agenda Items
• (e) Minutes (0 Treasurer's Report
• (g) Reports of the Board Members
• (h) Committee Reports
• (i) Communications
• (j) Unfinished Business
• (k) New Business
• (I) Items of Importance
• (m) Review of the Calendar
• (n) Adjournment

Fifty percent (50% or more) of the Members of the Board shall constitute a quorum for the transaction of business. All decisions shall be taken by affirmative vote at a meeting at which there is a quorum.

12.1 Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of a meeting, or an approval of the minutes of a meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice given to him or her.

Any Member of the Board absent from three (3) successive meetings of the Board of Directors without just cause is subject to removal from office by affirmative vote of a majority of the Board of Directors, present at a meeting where there is a quorum. A Director may be removed from office for any reason by vote of at least two-thirds (2/3) of the Board of Directors.

A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Notice of the time and place of resuming a meeting that has been adjourned need not be given unless the adjournment is for more than twenty-four (24) hours, in which case notice shall be given before the time set for resuming the adjourned meeting, to the Directors who were not present at the time of the adjournment. Notice need not be given in any case to Directors who were present at the time of adjournment.

The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors, designate one (1) or more committees, each consisting of one (1) or more Directors. The Board may designate one (I) or more Directors as alternate Members of any committee, to replace any absent Member at a committee meeting. The appointment of committee Members or alternate Members requires the vote of a majority of the authorized number of Directors. A committee may be granted any or all of the powers and authority of the Board, to the extent provided in the resolution of the Board of Directors establishing the committee, except with respect to:

1.1 The filling of vacancies on the Board of Directors for the purposes of serving on the Board or on any committee;

1.2 The fixing of compensation of the Directors for serving on the Board or on any committee;

1.3 The amendment or repeal of Bylaws or the adoption of new Bylaws;

1.4 The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

1.5 The appointment of any other committees of the Board of Directors or the Members of these committees.

Meetings and action of committees shall be governed by, and held and taken in accordance with, bylaw provisions applicable to meetings and actions of the Board of Directors, as provided in Article VI of these Bylaws, as to the following matters: place of meetings, (Section 9); regular meetings, (Section 7); special meetings, (Section 8); quorum, (Section 11); waiver of notice, (Section 12); adjournment, (Section 14); and notice of adjournment, (Section 15) with such changes in the context of those Bylaws as are necessary to substitute the committee and its Members for the Board of Directors and its Members, except that (a) the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; (b) special meetings of committees may also be called by resolution of the Board of Directors; and (c) notice of special meetings of committees shall also be given to all alternative Members who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the governance of any committee not inconsistent with these Bylaws.

The Officers of the Association shall be a Chief Executive Officer (President), a Secretary, a Chief Financial Officer (Treasurer), a Registrar, a Coach Coordinator, a Referee Coordinator, a Sponsor Coordinator, a Field Coordinator, and a Uniform and Equipment Coordinator. The Association may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more assistants to other Officers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article VIII. Any number of offices may be held by the same person.

The Board of Directors shall elect the Officers of the Association at its Annual Meeting or at any meeting following a vacancy of any office and such Officers shall serve at the pleasure of the Board until the next Annual Meeting or until the completion of that particular term in the event that that particular Officer is filling a vacancy.

The Board of Directors may appoint, and may empower the Chief Executive Officer (President) to appoint, such other Officers as the business of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Any Officer chosen by the Board of Directors may be removed at any time, with or without cause or notice, by the Board of Directors. other Officers appointed by the President under Section 3 of this Article VIII may be removed at any time, with or without cause or notice, by the Board of Directors or by the President. Officers may be employed for a specified term under a contract of employment if authorized by the Board of Directors; such Officers may be removed from office at any time under this Section, and shall have no claim against the Association or individual Officers or Board Members because of the removal, except any right to monetary compensation to which the Officer may be entitled under the contract of employment.

Any Officer may resign at any time by giving written notice to the Association. Resignations shall take effect on the date of receipt of the notice, unless a later time is specified in the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Association to monetary damages under any contract of employment to which the Officer is a party.

A vacancy in any office resulting from an Officer's death, resignation, removal, disqualification, or from any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to that office.

The Chief Executive Officer (President) shall be the Association's general manager and Chief Executive Officer and, subject to the control of the Board of Directors, shall have general supervision, direction, and control over the Association's business and its Officers. The managerial powers and duties of the Chief Executive Officer (President) shall include, but are not limited to, all the general powers and duties of management usually vested in the office of Chief Executive Officer (President) of a Association, and the Chief Executive Officer (President) shall have other powers and duties as prescribed by the Board of Directors or the Bylaws. The Chief Executive Officer (President) shall be the liaison with the SCCYSL, preside at all meetings of the Board of Directors, and, cast a vote only in the event of a tie

If desired, one or more Vice Presidents may be chosen by the Board of Directors in accordance with the provisions for appointing Officers set forth in Section 2 of this Article VIII. In the absence or disability of the Chief Executive Officer (President), the Chief Executive Officer (President)'s duties and responsibilities shall be carried out by the highest ranking available Vice President if Vice Presidents are ranked or, if not, by a Vice President designated by the Board of Directors. When so acting, a Vice President shall have all the powers of and be subject to all the restrictions on the Chief Executive Officer (President). Vice Presidents of the Association shall have such other powers and perform such other duties as prescribed from time to time by the Board of Directors, the Bylaws, or the Chief Executive Officer (President) including, but not limited to: directing fundraising activities, making a general plan for soccer development and initiating specific activities or programs toward improved soccer quality.

The Secretary shall keep, or cause to be kept, minutes of all Board meetings. If the Secretary is unable to be present, the Secretary or the presiding Officer of the meeting shall designate another person to take the minutes of the meeting.

The Secretary shall keep, or cause to be kept, at the principal executive office or such other place as designated by the Board of Directors, a book of minutes of all meetings and actions of the

Board of Directors, and of committees of the Board. The minutes of each meeting shall state the time and place the meeting was held; whether it was regular or special; if special, how it was called or authorized; the names of Directors present at Board or Committee meetings; an accurate account of the proceedings; and when it was adjourned.

The Secretary shall give notice, or cause notice to be given, of all Board meetings, and meetings of committees of the Board for which notice is required by statute or by the Bylaws. If the Secretary or other person authorized by the Secretary to give notice fails to act, notice of any meeting may be given by any other Officer of the Association

The Secretary shall also handle all correspondence, make up and maintain game schedules, and reschedule postponed games, subject to the approval of the Board of Directors.

The Chief Financial Officer (Treasurer) shall keep, or cause to be kept, adequate and correct books and records of accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and retained earnings. The books of account shall at all reasonable times be open to inspection by any Director.

The Chief Financial Officer (Treasurer) shall: (a) deposit Association funds and other valuables in the Association's name and to its credit with depositories designated by the Board of Directors;

(b) make disbursements of corporate funds as authorized by the Board; (c) render a statement of the Association's financial condition and an account of all transactions conducted as Chief Financial

Officer (Treasurer) whenever requested by the Chief Executive Officer (President) or the Board of Directors; and (d) have other powers and perform other duties as prescribed by the Board of

Directors or the Bylaws. Unless the Board of Directors has elected a separate Treasurer, the Chief Financial Officer (Treasurer) shall be deemed to be the Treasurer for purposes of giving any reports or executing any certificates or other documents.

The Registrar shall keep an accurate record of all players registered in the Association, and be responsible for forwarding the required registration forms to SCCYSL and/or CYSA.

The Coach Coordinator shall organize the appointment of all coaches, hold coaches meetings, conduct clinics, and maintain communications with coaches.

The Referee Coordinator shall organize the appointment of all referees, maintain referee schedules, hold referee meetings, conduct clinics, and supervise the conduct of referees.

The Sponsor Coordinator shall organize the acquisition of all team sponsors, sponsor awards, and maintain communications with sponsors.

The Field Coordinator shall organize the acquisition, scheduling, and development of fields for Club usage within the Aptos area, and coordinate with school districts and other organizations for provision of long-term field maintenance.

The Uniform and Equipment Coordinator shall organize the procurement of all team uniforms and equipment and shall maintain equipment inventory compatible with the assessment of equipment needs.

Only violations of the Bylaws, Rules, and Regulations of this Club, SCCYSL, or of the CYSA, or misapplication of the "Laws of the Game" shall be considered proper subjects for protest. Any protests permitted by these Bylaws shall be delivered in writing to the Club within seven (7) calendar days following the event or Club decision being protested, together with a protest fee in the amount of fifty dollars ($50.00). The protest fee shall be returned if the protest is upheld. The fee shall be retained if the protest is denied.

1.1 Any protest shall be heard by a Protest Committee to include the President (or another person so designated), and two (2) Members of the Board of Directors. The Protest Committee shall consider all pertinent information arising out of the protest, and shall make its decision within seven (7) days following the delivery of the protest to the Club.

1.2 The decision shall be delivered to the protesting party personally, or shall be mailed within twenty-four (24) hours of the decision.

1.3 No Member of the Club's Protest Committee shall be a coach, manager, or parent of any team involved in the protest.

The decision of the Protest Committee shall be final. An appeal may be made to the Protest and Appeals Committee of the SCCYSL, or CYSA (District II) Board of Directors.

Disciplinary procedures shall be the same as SCCYSL, and shall be applied by the Board of Directors.

The Association shall, to the maximum extent permitted by the California General Corporations Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Club, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article, an "agent" of the Club includes any person who is or was a Director, Officer, employee, or other agent of the Association, or is or was serving at the request of the Association as a Director, Officer, employee, or agent of another association, partnership, joint venture, trust, or other enterprise, or was a Director, Officer, employee, or agent of an association which was a predecessor association of the association or of another enterprise at the request of such predecessor association.

Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Association. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

An annual report shall be prepared within one hundred twenty (120) days after the end of the fiscal year which shall begin on the first day of April, and end on the last day of March. This report shall contain the following information in appropriate detail:

2.1 A balance sheet as of the end of the fiscal year and an income for the fiscal year, accompanied by any report by independent accountants, or, if there is no such report, by the certificate of the Treasurer that they were prepared without audit from the books and records of the Association

2.2 This section shall not apply if the Association receives less that twenty thousand dollars ($20,000.00) in gross revenues or receipts during the fiscal year.

As part of the annual report to the Board of Directors, or as a separate document if no annual report is issued, the Association shall annually prepare and furnish to each Director a statement of any transaction or indemnification of the following kind within one hundred twenty (120) days after the end of the Association's fiscal year:

3.1 Any transaction (a) in which the Association was a party, in which an "interested person" had a direct or indirect material financial interest, and (b) which involved more than fifty thousand dollars ($50,000), or was one of a number of transactions with the same interested person, involving in the aggregate, more than fifty thousand dollars ($50,000). For this purpose, an "interested person" is either of the following:

(i) Any Director or Officer of the Association, (but mere common Directorship shall not be considered such an interest); or

(ii) Any holder of more than ten (10%) percent of the voting power of the Association.

The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Association, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

3.2 Any indemnification or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any Officer or Director of the Association under Article VIII of these Bylaws, unless that indemnification has already been approved by the Board of Directors in accordance with California General Corporations Law.

Any amendment to the Bylaws of this Association shall be proposed in writing to the Board of Directors, and shall require the affirmative vote of at least two-thirds (2/3) of the Directors present any legally held meeting called for the purpose of considering amendments to the Bylaws, and at which a quorum is present