PREAMBLE ARTICLE I. Name, Offices, Records

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1 THIRD AMENDED BYLAWS OF KANSAS CITY YOUTH HOCKEY ASSOCIATION, INC. (A NOT-FOR-PROFIT CORPORATION) 1 f/k/a Kansas City Amateur Hockey League Foundation, Inc. PREAMBLE The Kansas City Youth Hockey Association was formed on July 9, 2015 following the unification and merger of all USA Hockey sanctioned youth hockey associations in the greater Kansas City area. The Kansas City Youth Hockey League Foundation, Inc. was the surviving corporate entity representing the consolidation of all six (6) youth hockey associations into a single USA Hockey sanctioned association operating under the Mid West Amateur Hockey Association affiliate governing body (the "MWAHA Affiliate"). Such youth hockey associations were commonly known as: a. Kansas City Stars Amateur Hockey Association (KSH0128); b. Kansas City Junior Mavericks (KSH0121); c. Kansas City Fighting Saints (KSH0137); d. St. Joseph Youth Hockey Association (KSH0124); e. Topeka Youth Hockey Association (KSH0131); and f. Carriage Club Hockey Association (KSH0123). The new unified hockey association conducted operations as the Kansas City Youth Hockey Association ("KCYHA") under USA Hockey Association No. KSH0128. A copy of the signed Agreement of Unification dated July 9, 2015, is maintained in the records of the corporation. The Board of Directors has voted unanimously to adopt these Third Amended Bylaws of the corporation to formally change the name of the corporation to Kansas City Youth Hockey Association, Inc. (Article I, Section I) and to adopt a two-fifths (2/5) quorum requirement for its Annual Meeting (Article IV, Section 6). ARTICLE I. Name, Offices, Records 1. Name. The name of this corporation shall be KANSAS CITY YOUTH HOCKEY ASSOCIATION, INC. ( KCYHA ), a Kansas 501(c)(3) not-for-profit company which formerly conducted business as the Kansas City Amateur Hockey League Foundation, Inc., a USA Hockey sanctioned youth ice hockey association. 1 These Third Amended Bylaws supersede and replace the Second Amended Bylaws of Kansas City Amateur Hockey League Foundation, Inc. adopted on January 28,

2 2. Principal Office. The principal office and location of the corporation shall be at such place in Overland Park, Kansas, as may be designated from time to time by the Board (as defined in Article V). 3. Registered Office and Registered Agent. The corporation shall have and continuously maintain a registered office and registered agent in the State of Kansas. The location of the registered office and the name of the registered agent in the State of Kansas shall be such as are stated in the articles of incorporation ( Articles ) and as may be changed and determined from time to time by the Board pursuant to the applicable provisions of law. 4. Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Members (as defined in Article III), Board and each committee having any of the authority of the Board. The corporation shall keep at its registered office or principal office a record of the name and address of each director and each Member. All books and records of the corporation may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time. 5. Seal. The Board may adopt, and may alter at pleasure, a corporate seal, which shall have inscribed thereon the name of the corporation and the words: Corporate Seal - Kansas. The corporate seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or to be in any other manner reproduced. ARTICLE II. Purposes Purposes Stated in Articles. The purposes of this corporation shall be those not-forprofit purposes stated in the Articles, as may be amended, and to encourage and improve the standards and conduct of youth ice hockey in the greater Kansas City area. Purpose Statement for 501(c)(3) Federal Tax Exemption. Said corporation is organized exclusively for charitable, religious, educational, scientific, testing for public safety, prevention of cruelty to children or literary purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations which are described in section 501(c)(3) and exempt under section 501(a) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements or the making of oral statements on behalf of or in opposition to such candidate) of any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a 2

3 corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law). Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, educational, scientific, or any other purposes as shall at the time qualify as an exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. The Kansas constitution contains a charitable property tax exemption. Kan. Const. Art. 11, 1. Any such assets not so disposed of shall be disposed of by the District Court in the county in which the principal office of the corporation 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. ARTICLE III Membership 1. General. The corporation shall have only one class of membership (such membership referred as the Members ). Members shall include USA Hockey Registered Participant Members (players only) as defined in the current USA Hockey Bylaws published in the current USA Hockey Annual Guide. 2. Resignation. Any Member may resign as a Member. Such resignation shall be in writing addressed to the secretary of the corporation and shall be effective immediately or upon the time specified, as such resignation may provide. A resignation from membership shall be presented to the Board, but shall not relieve any Member from any liability for any dues, assessments or other obligations to the corporation which are unpaid at the time such resignation is filed, or which may arise prior to the acceptance of the resignation. 3. Termination or Suspension. If any Member of the corporation shall commit any act prejudicial to the conduct of the affairs of the corporation or the purposes for which it is formed, or shall have changed her status so as to be ineligible for membership, such person shall be notified in writing to appear personally before the Board at a designated time not less than thirty (30) days after such notification and at such time be given a hearing. By a two-thirds vote of all of the Board present at the meeting, the membership of such person in the corporation may be terminated or suspended. Suspension is not appropriate where the person has ceased to be a person in the category of persons eligible for membership. If either suspension or termination is decided upon, the terms and conditions of same shall be specified in writing and delivered to the suspended or terminated Member. 3

4 ARTICLE IV. Meetings of Members 1. Place of Meetings. All meetings of the Members shall be held at the principal business office of the corporation, except such meetings as the Board or Members to the extent permissible by law expressly determine(s) by resolution shall be held elsewhere, in which case such meetings may be held, upon notice thereof as hereinafter provided, at such other place or places, within or without the State of Kansas, as the Board or Members shall have determined, and as shall be stated in such notice. 2. Meetings. (a) Annual Meetings. An annual meeting of Members shall be held on the first Thursday in April of each year, if not a legal holiday and, if a legal holiday, then on the next secular day following, at 7:00 p.m. or such other date and time as shall be designated from time to time by the Board and stated in the notice of the meeting. (b) Special Meetings. Special meetings of the Members may be held for any purpose or purposes and may be called by the chairman of the board, by the president, by the secretary, by the Board or by not less than forty percent (40%) of the Members entitled to vote at any such meeting. The call and the notice of any such meeting shall be deemed to be synonymous. 3. Notices. (a) Notice Requirements. Written or printed notice of each meeting of the Members, whether annual or special, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes thereof, shall be delivered or given by or at the direction of the chairman of the board, the president or secretary to each Member entitled to vote thereat, either personally, by mail or by and posting on the Company s website, not less than ten (10) days nor more than sixty (60) days prior to the meeting, unless, as to a particular matter, other or further notice is required by law, in which case such other or further notice shall be given. Any notice of a meeting of the Members sent by mail shall be deemed to be delivered or given when deposited in the United States mail with postage thereon prepaid, addressed to the Member at his address as it appears on the records of the corporation. Notice by shall be deemed to be delivered or given when sent to the address of the Member as it appears on the records of the Corporation provided such notice is also posted on the website maintained by the Company. 4

5 (b) Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, or of the Articles or of any law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice. To the extent permitted by law, attendance of a Member at any meeting shall constitute a waiver of notice of such meeting. 4. Presiding Officials. Every meeting of the Members, for whatever object, shall be convened by the chairman of the board, the president, or by the officer or person who called the meeting by notice as above provided, but it shall be presided over by the appropriate officer specified in Section 6 or 7 of Article VII of these Bylaws; provided, however, that the Members at any meeting by a majority vote and, notwithstanding anything to the contrary contained elsewhere in these Bylaws, may select any persons of their choosing to act as chairman and secretary of such meeting or any session thereof. 5. Business Transacted at Meetings. (a) Business Which May Be Transacted at Annual Meetings. At each annual meeting of the Members, the Members shall elect the Board to serve until the next annual meeting of the Members or until their successors shall have been elected and qualified and shall transact such other business as may properly be brought before the meeting. At the annual meeting, the Members may transact such other business as may be desired, whether or not the same was specified in the notice of the meeting, unless the consideration of such other business without its having been specified in the notice of the meeting as one of the purposes thereof is prohibited by law. (b) Business Which May Be Transacted at Special Meetings. Business transacted at all special meetings shall be confined to the purposes stated in the notice of such meeting, unless the transaction of other business is consented to by all Members of the corporation entitled to vote thereat. 6. Quorum. Except as otherwise may be provided by law or by the Articles, twofifths (2/5) of the Members entitled to vote present in person or by proxy shall constitute a quorum. Every decision of a majority of the Members constituting any such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law, by the Articles or elsewhere in these Bylaws. If, however, any such quorum should not be present at any meeting, the Members present and entitled to vote shall have power successively to adjourn the meeting, without notice to any Member other than announcement of the time and place of the meeting, to a specified date not longer than thirty (30) days after such adjournment. At any subsequent session of the meeting at which a quorum is present in person or by proxy, any business may be transacted which could have been transacted at the initial session of the meeting if a quorum had been present. 7. Voting. Each Member shall have one (1) vote per player registered and in good standing with the Corporation and USA Hockey on each matter coming before such meeting for decision. A parent or legal guardian shall vote on behalf of a Member who has not reached the 5

6 age of majority at the time the vote is taken. Unless otherwise provided for in the Articles, all elections of directors shall be by written ballot. If the Articles permit election of directors without written ballot, then such election shall be without written ballot, unless requested by any Member, in which case the election of directors shall be by written ballot. ARTICLE V. Directors 1. In General. The property and affairs of the corporation shall be managed by the board of directors (referred to as the Board or "Executive Board") of the corporation. The Board shall have and is vested with all and unlimited powers and authorities, except as may be expressly limited by law, the Articles or these Bylaws, to supervise, control, direct and manage the property, affairs and activities of the corporation, to determine the policies of the corporation, to do or cause to be done any and all lawful things for and on behalf of the corporation, to exercise or cause to be exercised any or all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes; provided, however, that (a) the Board shall not authorize or permit the corporation to engage in any activity not permitted to be transacted by the Articles or by a not-for-profit corporation organized under the laws of the State of Kansas, (b) none of the powers of the corporation shall be exercised to carry on activities which are not in themselves in furtherance of the purposes of the corporation, and (c) all income and property of the corporation shall be applied exclusively for its not-for-profit purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene (including the publishing or distributing of statements) in, any political campaign on behalf of any candidate for public office. No part of the net earnings or other assets of the corporation shall inure to the benefit of any Member, director, officer, contributor or other private individual having, directly or indirectly, a personal or private interest in the activities of the corporation. 2. Number and Qualifications. Unless and until changed by the Members as hereinafter provided, the number of directors to constitute the Board shall be five (5). The Board shall have the power to change the number of directors by resolution adopted by a majority of the of the Advisory Board members at any annual or special meeting of the Members. No person may be a director unless he is registered volunteer member of USA Hockey. 3. Election and Terms of Office. Not less than sixty (60) days prior to the date of the annual meeting of the Members, the directors then in office shall nominate an individual to serve as director for each director whose term is about to expire. Each person so nominated shall meet the qualifications for director set forth in these Bylaws. The secretary shall be responsible for preparing and submitting to the Members of the corporation a list of the nominations for 6

7 members of the Board of the corporation so submitted by the Board of the corporation. The nominations shall be accompanied by a notice that the Members may make additional nominations to be put on the ballot at the annual meeting. There will be five (5) directors of the corporation. Three (3) directors shall be elected by a majority vote of the Members ("Elected Directors"). Two (2) directors shall be appointed by a majority vote of the Elected Directors ("Appointed Directors"). Unless otherwise specified, the Elected Directors and the Appointed Directors are collective referred to as "directors" in these Bylaws. Elected Directors: At every annual meeting of the Members, one (1) Elected Director shall be elected by the Members to succeed the Elected Director whose terms expire with such annual meeting. The initial term and full term of the initial Elected Directors in office at the time of the adoption of the Bylaws shall be as follows: Elected Director Initial Term Expires Full Term Thomas R. Tilley 3 years years Peter Long 2 years years Guy Gronberg 1 year years Appointed Directors: At every annual meeting of the directors, one (1) Appointed Director shall be elected by the Elected Directors to succeed the Appointed Director whose terms expire with such annual meeting. The initial term and full term of the initial Appointed Directors in office at the time of the adoption of the Bylaws shall be as follows: Appointed Director Initial Term Expires Full Term Lamar Hunt, Jr. (Chairman) 3 years years Michael Curry 2 years years The initial term of the Elected Directors and Appointed Directors shall commence upon adoption of these Bylaws. The initial term shall be in addition to the time period following adoption of these Bylaws until the next annual meeting held pursuant to the provisions herein on the first Thursday in April, 2016, or such other date as may be properly designated. After the initial terms set forth above, each individual elected as an Elected Director or Appointed Director shall serve for a term of three (3) years and until his successor is duly elected and has commenced his term of office. Any director whose term is about to expire may be elected to succeed himself; provided, however, that no director shall be elected for more than three (3) consecutive full terms. A full term for a director shall consist of three (3) full years. The election in respect to three (3) consecutive full terms shall not be deemed to include any term of less than three (3) full years; provided, however Meeting in On April 6, 2017, Guy Gronberg was elected to a second term to serve three (3) years until the Annual 7

8 (a) that the term of any director named in the Articles to serve for a period expiring with the annual meeting of the Members to be held in shall be computed as a full term for three (3) years, (b) that in the case of replacements to fill vacancies in the tenure of directors a period of thirty (30) months or more shall be computed as a full term of three (3) years, and (c) that the term of a director elected at an annual meeting of the Members for a period expiring with the third following annual meeting of the Members shall be treated as a full term of three (3) years, notwithstanding any change or changes in the dates of the annual meeting in the years involved. 4. Commencement of Term of Office. A director shall be deemed elected at the time of his election, but he shall not be deemed to have commenced his term of office or to have any of the powers or responsibilities of a director until the time he accepts the office of director either by a written acceptance or by participating in the affairs of the corporation at a meeting of the Board or otherwise. 5. Vacancies. Vacancies among the directors resulting from death, resignation, removal, incapacity or disqualification of a director or by reason of an increase in the number of directors or the failure of an elected director to accept the office of director may be filled by a majority vote of the remaining directors, though less than a quorum, or by a sole remaining director, at any special or annual meeting. A director elected to fill a vacancy shall meet any qualifications set forth in these Bylaws and shall serve until the next annual meeting and until his successor has been duly elected by the Members and has commenced his term of office. 6. Compensation. No director shall receive compensation from the corporation for any service he may render to it as a director. However, a director may be reimbursed for his actual expenses reasonably incurred in attending meetings and in rendering service to the corporation in the administration of its affairs. 7. Standing or Temporary Committees. The Board may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it, but no such committee shall have the 8

9 power or authority of the Board with respect to amending the Articles, adopting an agreement of merger or consolidation, recommending to the Members the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the Members a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. All committees so appointed shall, unless otherwise provided by the Board, keep regular minutes of the transactions at their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation and shall report the same to the Board at its next meeting. The secretary or an assistant secretary of the corporation may act as secretary of the committee if the committee so requests. 8. Resignation. Any director may resign from the Board by mailing or delivering notice to the secretary. Such resignation shall be in writing and shall be effective immediately or upon its acceptance by the Board as such resignation may provide. Such resignation shall constitute a resignation as a Member of this corporation whether or not it so states. 9. Removal of Directors. If any Director of the corporation shall be excessively absent without permission from the president or shall commit any act prejudicial to the conduct of the affairs of the corporation or the purposes for which it is formed, such person shall be notified in writing to appear personally before the Directors at a designated time not less than thirty (30) days after such notification and at such time be given a hearing. By the affirmative vote of two-thirds vote of all the Directors, such director shall be removed. ARTICLE VI. Meetings of the Board of Directors 1. Place. Meetings of the Board of the corporation may be held at any place within or without the State of Kansas as may be determined from time to time by resolution of the Board or by written consent of the members of the Board. 2. Annual Meetings of the Board Notice. The newly elected members of the Board and those members of the Board who continue in office shall meet (a) at such time and place, either within or without the State of Kansas, as shall be suggested or provided for by resolution of the Members at the annual meeting of the Members, and no notice of such Board meeting shall be necessary to any directors in order legally to constitute the meeting, provided a quorum shall be present, or (b) if not so suggested or provided for by resolution of the Members or if a quorum shall not be present, the members of such Board may meet at such time and place as shall be consented to in writing by a majority of the directors, provided that written or printed notice of such meeting shall be mailed, sent by or delivered to each of the other directors in the same manner as provided in Section 5 of this Article with respect to the giving of notice of special meetings of the Board except that it shall not be necessary to state the purpose of the meeting in such notice, or (c) regardless of whether or not the time and place of such meeting shall be suggested or provided for by resolution of the Members at the annual meeting, the 9

10 members of such Board may meet at such time and place as shall be consented to in writing by all of the directors. 3. Regular Meetings. In addition to the annual meeting, the Board may hold regular meetings at such time and place as may be determined from time to time by resolution of the Board. Notice of a regular meeting need not be given. Any business may be transacted at a regular meeting. 4. Special Meetings. Special meetings of the Board may be held at any time and for any purpose or purposes. Special meetings may be called by the chairman of the board, the president or the secretary or by any two or more directors by notice duly signed by the officer or directors calling the same and given in the manner hereinafter provided. 5. Notice of Special Meetings. Written or printed notice of each special meeting of the Board, stating the place, day and hour of the meeting and the purpose or purposes thereof, shall be mailed to each director addressed to him at his residence or usual place of business at least five (5) days before the date of such meeting and if delivered by hand or telegram, at least two (2) days before the date of such meeting. If mailed, such notice shall be deemed to be delivered when it is deposited in the United States mail with postage thereon addressed to the director at his residence or usual place of business. If given by telegraph, such notice shall be deemed to be delivered when it is delivered to the telegraph company. The notice may be given by any officer having authority to call the meeting. Notice or call with respect to such meeting shall be deemed to be synonymous. Any meeting of the Board shall be a legal meeting without any notice thereof having been given if all directors shall be present. 6. Waiver of Notice. Any notice provided or required to be given to the directors may be waived in writing by any of them whether before or after the time stated therein. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where the director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 7. Quorum. The presence of a majority of the whole Board shall be required for and shall constitute a quorum for the transaction of business at all meetings. The act of a majority of the directors present at a meeting at which a quorum is present shall be valid as the act of the Board except in those specific instances in which a larger vote may be required by law, by the Articles or these Bylaws. 8. Adjournment. If at least two directors or one-third of the whole Board, whichever is greater, are present at a meeting at which a quorum is not present, a majority of the directors present shall have power successively to adjourn the meeting, without notice other than announcement at the meeting, to a specified date. At any such adjourned meeting at which a quorum shall be present any business may be transacted which could have been transacted at the original session of the meeting. 10

11 9. Voting. Each director present at any meeting shall be entitled to cast one vote on each matter coming before such meeting for decision. 10. Meetings by Conference Telephone or Similar Communications Equipment. Unless otherwise restricted by the Articles or these Bylaws, members of the Board of the corporation, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant thereto shall constitute presence in person at such meeting. 11. Action Without a Meeting. Unless otherwise restricted by the articles of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the board of directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee. ARTICLE VII. Officers 1. General. The officers of the corporation shall be a president, a secretary, a treasurer, and such other officers as the Board may determine from time to time, such as chairman of the board, one or more vice presidents, assistant secretaries and assistant treasurers. The chairman of the board, if any, and the president shall be elected from among the members of the Board and shall at all times while holding such office be a member of the Board. Any two or more offices may be held by the same person. At each annual meeting of the Board, the Board shall elect officers to serve at the pleasure of the Board until the next annual meeting of the Board and until their successors are duly elected and qualified. In any event, each officer of the corporation who is not reelected or reappointed at the annual meeting of the Board next succeeding his election or appointment and at which any officer of the corporation is elected or appointed shall be deemed to have been removed by the Board, unless the Board provides otherwise at the time of his election or appointment. 2. Removal. Any officer or any employee or agent of the corporation may be removed or discharged, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. If for any reason any officer who is also a member of the Board ceases to be a member, then such officer shall automatically be removed from his office in the corporation. 3. Compensation. No officer shall receive any salary or compensation for serving as such. Each officer may be reimbursed for his actual expenses if they are reasonable and incurred in connection with the business and activities of the corporation. 11

12 4. Vacancies. Vacancies caused by the death, resignation, incapacity, removal or disqualification of an officer of the corporation shall be filled by the Board at any annual or other regular meeting or at any special meeting called for that purpose, and such person or persons so elected to fill any such vacancy shall serve at the pleasure of the Board until the next annual meeting of the Board, and until his successor is duly elected and qualified. 5. Delegation of Authority. The Board may from time to time delegate any of the functions, powers, duties and responsibilities of any officer to any other officer or to any agent or employee of the corporation or other responsible person, provided a majority of the whole Board concurs. In the event of such delegation, the officer from whom any such function, power, duty or responsibility has been transferred shall thereafter be relieved of all responsibility for the proper performance or exercise thereof. 6. The Chairman of the Board. If a chairman of the board be elected, he shall preside at all meetings of the Members and Board at which he may be present and shall have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws. The Board may delegate such other authority and assign such additional duties to the chairman of the board, other than those conferred by law exclusively upon the president, as it may from time to time determine and, to the extent permissible by law, the Board may designate the chairman of the board as the chief executive officer of the corporation with all of the powers otherwise conferred upon the president of the corporation under paragraph 7 of this Article VII, or it may, from time to time, divide the responsibilities, duties and authority for the general control and management of the corporation's business and affairs between the chairman of the board and the president. 7. The President. Unless the Board otherwise provides, the president shall be the chief executive officer of the corporation and shall have such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive officer of a corporation, and he shall carry into effect all directions and resolutions of the Board. In the absence of the chairman of the board or if there be no chairman of the board, the president shall preside at all meetings of the Members and Board at which he may be present. If the Board appoints no Administrator pursuant to Article VIII or during the absence, disability or inability to act of any Administrator so appointed, the president may exercise all of the powers and perform all of the duties of the Administrator. The president may execute all bonds, notes, debentures, mortgages, and other contracts requiring a seal, under the seal of the corporation and may cause the seal to be affixed thereto, and may execute all other contracts and instruments for and in the name of the corporation. If a chairman of the board be elected or appointed and designated as the chief executive officer of the corporation, as provided in paragraph 6 of this Article, the president shall perform such duties as may be specifically delegated to him by the Board or are conferred by law exclusively upon him and, during the absence, disability, inability or refusal to act of the chairman of the board, the president shall perform the duties and exercise the powers of the chairman of the board. 12

13 Unless otherwise specifically provided by the Board, the president shall have the right to attend any meeting of any committee of the Board and to express his opinion and make reports at such meeting; provided, however, that unless he shall be specifically appointed to any committee he shall not be considered to be a committee member of or have the right to vote or be counted for the purpose of determining a quorum at any such meeting. The president shall have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws or by the Board. 8. The Vice President. The vice president shall work in cooperation with the president and shall perform such duties as the Board may assign to him. In the event of the death or during absence, incapacity, inability or refusal to act of the president, the vice president (in order of seniority if there is more than one vice president) shall be vested with all the powers and perform all the duties of the office of president until the Board otherwise provides. He shall have such other or further duties or authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board. 9. Secretary. The secretary shall attend the meetings of the Members and the Board and shall prepare or cause to be prepared minutes of all proceedings at such meetings and shall preserve them in the minute book of the corporation. He shall perform similar duties for any standing or special committees when requested by such committee. He shall be the custodian of all the books, papers and records of the corporation and shall at such reasonable times as may be requested permit an inspection of such books, papers and records by any Member or director of the corporation. He shall upon reasonable demand furnish a full, true and correct copy of any book, paper or record in his possession. He shall be the administrative and clerical officer of the corporation under the supervision of the president and Board. The secretary shall keep in safe custody the seal of the corporation and when authorized to do so shall affix the same to any instrument requiring the seal and, when so affixed, he shall attest the same by his signature. The Board may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. The secretary shall have the principal responsibility to give or cause to be given notice of the meetings of the Board and the Members, but this shall not lessen the authority of others to give such notice as provided in these Bylaws. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation and shall have such other or further duties or authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board. The secretary may be, but is not required to be, a member of the Board. 10. The Treasurer. The treasurer shall have supervision and custody of all moneys, funds and credits of the corporation and shall cause to be kept full and accurate accounts of the receipts and disbursements of the corporation in books belonging to it. He shall keep or cause to 13

14 be kept all other books of account and accounting records of the corporation as shall be necessary and shall cause all moneys and credits to be deposited in the name and to the credit of the corporation in such accounts and depositories as may be designated by the Board. The treasurer shall disburse or permit the disbursement of funds of the corporation in accordance with the authority granted by the Board, taking proper vouchers therefor. The treasurer shall be relieved of all responsibility for any moneys or other valuable property or the disbursement thereof committed by the Board to the custody of any other person or corporation, or the supervision of which is delegated by the Board to any other officer, agent or employee. The treasurer shall render to the president, the Administrator or the Board, whenever requested by any of them, an account of all transactions as treasurer and of those under his jurisdiction and the financial condition of the corporation. The treasurer may be, but is not required to be, a member of the Board, shall have the general duties, powers and responsibilities of a treasurer of a corporation, shall be the chief financial and accounting officer of the corporation and shall have and perform such other duties, responsibilities and authorities as may be prescribed from time to time by the Board. ARTICLE VIII. Administrator and Other Administrative Positions Administrator: The Board may appoint a person to exercise all of the powers and perform all the duties set forth in this Article and shall designate such person so appointed as the manager, executive director, director or administrator of the corporation (herein called the Administrator ). The Administrator shall have such general powers and duties of supervision and management as are usually vested in the office of the chief administrative officer of a corporation, and he shall carry into effect all directions and resolutions of the Board. The Administrator shall direct the day-to-day business of the corporation including supervising all employees of the corporation, reporting to the Board any violation of the rules and regulations (if any), collecting any charges or fees, and keeping records in the form prescribed from time to time by the Board and reporting thereon whenever so requested by the Board or the Members. The Administrator shall be directly responsible to the Board and shall report directly to the Board. The Administrator (if not a director) may be invited to attend any meeting of the Board and any committee thereof and to express his opinion and make reports at such meeting; provided, however, that in such event he shall not be considered to be a director or committee member or have the right to vote or be counted for the purpose of determining a quorum at any such meeting. The Administrator shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or the rules and regulations (if any) or from time to time by the Board. 14

15 In the event of the death, or during the absence, incapacity, inability or refusal to act of the Administrator, the Board or president shall designate some other person to exercise and, in the absence of such designation, the president may exercise all of the powers and perform all of the duties of the Administrator. The Board may appoint such additional Administrators as deemed reasonable and necessary by the Board. MWAHA Mandated Positions: The following positions shall be appointed by the Board in compliance with the corporation's Association Agreement with the MWAHA Affiliate. Risk Manager. A risk manager shall be appointed by the Board consistent with the requirements of USA Hockey and the MWAHA Affiliate. Registrar. An association registrar shall be appointed by the Board consistent with the requirements of USA Hockey and the MWAHA Affiliate. Referee-in-Chief. A referee-in-chief shall be designated by the Board consistent with the requirements of USA Hockey and the MWAHA Affiliate. Unless otherwise determined by the Board, the referee-in-chief shall be the Referee-in-Chief serving in such capacity for the Kansas City Officials Association, Inc. The referee-in-chief must be a registered USA Hockey official maintaining a Level III designation or higher. Coaching/Hockey Director. A coaching/hockey director shall be designated by the Board consistent with the requirements of USA Hockey and the MWAHA Affiliate. SafeSport Coordinator. A SafeSport coordinator shall be designated by the Board consistent with the requirements of USA Hockey, its SafeSport program, and the MWAHA Affiliate. Program Directors/Commissioners. The Board may create program director positions as it deems advisable, including but not limited to the following and appoint individuals to assume such positions: a. House/Club Hockey Director b. Travel Hockey Director c. House/Club Hockey Director (KCYHL) d. High School Travel Hockey Director (MWHSHL) e. Girls/Women's Hockey Director f. High School Hockey Commissioner (MAHSHL) 15

16 ARTICLE IX. Hockey Clubs and Advisory Board 1. Hockey Clubs. The hockey associations merging into the KCYHA shall continue as "hockey clubs" governed by the Board. Such hockey clubs shall be comprised of house (recreational) players only. Such Clubs may form "house select teams" to participate in limited travel games and in Midwest League select play. The Clubs shall not form full-time travel hockey teams. The Hockey Director shall oversee and supervise operation of the hockey clubs. The House/Club Hockey Director shall report to the Hockey Director. All club hockey players shall be registered with USA Hockey by the KCYHA. The Board may authorize additional hockey clubs in its discretion. 2. Initial Hockey Clubs. The initial hockey clubs shall be: a. Kansas City Stars b. Kansas City Fighting Saints c. Carriage Club Hockey Association d. Kansas City Jr. Mavericks e. St. Joseph Youth Hockey Association f. Topeka Youth Hockey Association g. KC Storm Girls Hockey Club 3. Advisory Board. Each hockey club shall designate one (1) individual to serve on a non-voting Advisory Board which shall operate under the supervision and direction of the Executive Board. The Advisory Board shall represent the interests of the various hockey clubs. The Advisory Board shall report to the Board and provide input and guidance to the Board as necessary. The Advisory Board shall work in cooperation with the House/Club Hockey Director to organize and facilitate house league hockey play. Any appeal of a decision or action of the Advisory Board shall be made in writing to the Executive Board within fifteen (15) days of such action or decision. ARTICLE X. General Provisions 1. Depositories and Checks. The moneys of the corporation shall be deposited in such manner as the directors shall direct in such banks or trust companies as the directors may designate and shall be drawn out by checks signed in such manner as may be provided by resolution adopted by the Board. 2. Bonds. Any officer or employee handling money of the corporation may be bonded at the corporation s expense in such amounts as may be provided by resolution adopted by the Board. 16

17 3. Certain Loans Prohibited. The corporation shall not make any loan to any Member, officer or director of the corporation. 4. Indemnification. Each person who is or was (a) a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or (b) a member of a committee of the Board, including the heirs, executors, administrators and estate of such person, shall be indemnified by the corporation as of right to the full extent permitted or authorized by the laws of the State of Kansas, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, cost and expense (including attorneys fees) asserted or threatened against such person and authority as (i) a director or officer of the corporation or, if serving at the request of the corporation, as a director or officer of another corporation, or (ii) a member of a committee of the Board. The indemnification herein provided with respect to any liability, cost or expense shall be effective only to the extent that the person herein indemnified does not have other valid and collectible insurance coverage for such liability, cost or expense. The indemnification provided by this Bylaw provision shall not be exclusive of any other rights to which those indemnified may be entitled under the Articles, under any other Bylaw or under any agreement, vote of members of disinterested directors or otherwise, and shall not limit in any way any right which the corporation may have to make different or further indemnifications with respect to the same or different persons or classes of persons. No person shall be liable to the corporation for any loss, damage, liability or expense suffered by it on account of any action taken or omitted to be taken by him as (1) a director or officer of the corporation or of any other corporation in which he serves as a director or officer at the request of the corporation, or (2) a member of a committee of the Board, if such person (A) exercised the same degree of care and skill as a prudent man would have exercised under the circumstances in the conduct of his own affairs, or (B) took or omitted to take such action in reliance upon advice of counsel for the corporation, or for such other corporation, or upon statements made or information furnished by directors, officers, employees or agents of the corporation, or of such other corporation, which he had no reasonable grounds to disbelieve. 5. Absence of Personal Liability. The directors and Members of the corporation are not individually or personally liable for the debts, liabilities or obligations of the corporation. 6. Annual Audit. Unless such requirement is waived by the Board, an annual audit of the books of account and financial records of the corporation shall be performed by an independent accounting firm. 7. Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. 17

18 ARTICLE XI. Fiscal Year The Board shall have the power to fix and from time to time change the fiscal year of the corporation. The fiscal year of the corporation shall end each year on April 30 the date which the corporation treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the Board. ARTICLE XII. Amendments These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted in the manner provided in the Articles. CERTIFICATE The foregoing Bylaws were duly adopted as the Bylaws of Kansas City Youth Hockey Association, Inc. f/k/a Kansas City Amateur Hockey League Foundation, Inc., by the Board of said corporation on April 19, By: /s/ Michael R. Curry Michael R. Curry, Director By: /s/ Thomas R. Tilley Thomas R. Tilley, Director By: /s/ Guy Gronberg Guy Gronberg, Director KANSAS CITY YOUTH HOCKEY ASSOCIATION, INC. f/k/a Kansas City Amateur Hockey League Foundation, Inc. By: /s/ Lamar Hunt, Jr. Lamar Hunt, Jr. - Chairman By: /s/ Peter Long Peter Long, Director Attest: /s/michael S. Jones Michael S. Jones, Secretary 18