CVSRA Standing By Laws ARTICLE I. NAME ARTICLE II. AFFILIATION

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1 CVSRA Standing By Laws ARTICLE I. NAME Section 1. The name of the corporation is Central Virginia Soccer Referee Association, Limited, herein after referred to as Association. ARTICLE II. AFFILIATION Section 1. Definition. The Central Virginia Soccer Referee Association, Limited (CVSRA) is an independent organization of United States Soccer Federation (USSF) and Virginia High School League referees. The Association shall cooperate with the Virginia Youth Soccer Association, the Metropolitan D.C. - Virginia Soccer Association, the United States Youth Soccer Association, the United States Soccer Federation, the Federation Internationale de Football Association, and the Virginia High School League. Section 2. Power. The Association shall exercise through its governing body all such powers as may be required in the furtherance of its stated purpose, or purposes, as are not inconsistent with the laws of the relevant jurisdictions. ARTICLE III. MEMBERSHIP Section 1. Classes. The Association shall have two classes of membership: Active Member and Associate Member. Section 2. Election to Active Membership. A person is considered an Active Member of the Association based on the following: a. The Membership Committee shall meet as necessary in order to determine the Active Membership. b. Active members of CVSRA may be charged an annual fee to cover the administrative costs of the Association. The amount, if any, will be set annually by the Board of Directors. c. Any person certified as a referee by the United States Soccer Federation or the Virginia High School League and officiated at least ten (10) games for the Association during the

2 preceding year may qualify for Active Membership. d. The Membership Committee shall determine each Prospective Active Member's qualifications. e. Appeals of decisions of the Membership Committee shall be made to the Association's Secretary within thirty (30) days of such action by the Membership Committee. f. Membership and eligibility requirements to be met by those seeking to officiate VHSL matches. 1. VHSL officials are required to pay a fee, which covers insurance and administrative cost for administering the annual exam. This fee will be set annually and communicated as part of the registration process. 2. VHSL officials are required to take and pass the VHSL written exam annually. 3. VHSL officials are required to complete training hours consistent with the requirements of VHSL 4. VHSL officials must meet the minimum age requirements of VHSL 5. Members agree that they are expected to work all games, which may include at least one (1) scrimmage, that have been assigned, unless a bona fide excuse is presented to and accepted by the Assignor or the Commissioner. 6. By joining the Association, the independent contractor agrees that assignments to all interscholastic games handled by the Association shall pass through the Assignor. The Board shall establish policies concerning the solicitation of games by its member independent contractors; non-compliance with policies will be reviewed by the Board of Directors for possible disciplinary action. 7. To be assigned to officiate VHSL play-off games, a member must meet the following requirements: a. They must be certified or approved by the standards set forth by VHSL. b. They must be a member in good standing and have worked a regular schedule of varsity games for the current season to the satisfaction of the Assignor and Commissioner. They must not be under any probation or censure from the Board. c. The Commissioner, Assignor, Director of Academic Leagues and one (1) ad hoc Board Member shall meet before play-off games to certify a list of eligible members for play-off assignments. This list will be used by the

3 Assignor and Commissioner in making all play-off assignments. Section 3. Election to Associate Membership. Soccer clubs or organizations are considered Associate Members based on the following: a. Soccer clubs or organizations that are currently under contract with the Central Virginia Soccer Referee Association are automatically considered Associate Members. b. Soccer clubs or organizations applying for Associate Membership shall exhibit a desire to advance the purposes and programs of the Central Virginia Soccer Referee Association, Limited. c. The Membership Committee shall meet at the earliest convenient time to consider applications for Associate Membership. d. Prospective Associate Members shall be notified of their acceptance or rejection as an Associate Member within thirty (30) days of their application. e. The Membership Committee shall determine each Prospective Associate Member's qualifications. f. Associate Member status may be terminated by the Board of Directors, whenever in its sole judgment, the best interest of the Association will be served thereby. Section 5. General Membership Requirements. No person shall, on the ground of race, color, national origin, sex, age, political beliefs, or religious creed and no otherwise qualified handicapped individual shall, solely by reason of his handicap, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity sponsored or operated by the Association. ARTICLE IV. OFFICERS OF THE ASSOCIATION Section 1. Officers. The officers of the Association shall be: a President, a Secretary, a Treasurer, a Director-Youth Leagues, a Director-Adult Leagues, a Director- Academic Leagues, a Director- Training and a Director- Referee Development. Section 2. Election. The officers of the Association shall be elected by majority vote of the Active Members present at the annual meeting of the Association in December of each year. a. The President shall appoint and the Board of Directors shall confirm a special Nominating Committee no later than the October 1, of each year.

4 b. The Nominating Committee shall consist of three members of the Association, two of which must not be current members of the Board of Directors. c. The Nominating Committee shall nominate a candidate(s) for each office. After securing the consent of the person(s) nominated, the committee shall report their nominations to the Board of Directors no later than November 15. d. The Nominating Committee shall examine the qualifications of each nominee and insure that each nominee will conduct himself, if elected, in accordance with the purposes and goals of the Association. Each nominee must meet the requirements for Active Membership in the Association. e. In the call for the annual meeting of the Association in December of each year, the Secretary shall notify all members of the candidates for office. f. At the annual meeting of the Association, nominations may be made from the floor with the consent of the nominee. g. The nominated candidate receiving a majority of the votes for each office shall be declared elected. If no nominee receives a majority of the votes on the first ballot, a second ballot shall be conducted with only the two nominees receiving the greatest votes on the first ballot being considered. In the absence of any opposing candidates, the entire slate may be elected with one vote. Voting may, but need not be, by ballot. Section 3. Term of Office. All Association officers shall serve a term of one year commencing on January 1 of the year following the election, and serve until their successors are elected and qualified. Officers may serve an unlimited number of consecutive terms. Section 4. Vacancies. A vacancy in any office, arising because of death, resignation, removal or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors, although the remaining Directors may be less than a quorum. Section 5. Removal. Any officer may be removed by the Board of Directors whenever, in its sole judgment, the best interest of the Association will be served thereby. a. An officer subject to removal and all other members of the Board of Directors must be notified in writing by the Secretary at least seven (7) days prior to a meeting at which a proposed removal will be considered. b. A two-thirds (2/3) vote of the Board of Directors present and voting shall be necessary to remove an officer. Section 6. Resignation. Any officer may resign at any time by giving written notice to the President or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the

5 acceptance of such resignation shall not be necessary to make it effective. Section 7. Duties of Officers. The duties of the officers of the Association are as follows: a. President. The President shall serve as chairman of the Board of Directors and shall conduct all regular, special and annual meetings of the Association and the Board of Directors. The President shall appoint, for confirmation by the Board of Directors, the members of standing, ad hoc, and special committees. The President shall execute the mandates of the Board of Directors. The President shall supervise the employees and independent contractors employed by the Association. The President shall exercise the general and executive management of the Association and shall perform the duties usually incident to the office of the president. b. Vice President. The Vice President shall serve as vice chairman of the Board of Directors and shall in the absence of the president conduct all regular, special and annual meetings of the Association and the Board of Directors. The Vice President shall act as a liaison between the conduct committee and the board of directors. The Vice President shall oversee and execute any policies or procedures enacted by the board of directors involving official s conduct or sanctions. The Vice President shall assist the president in executing the mandates of the Board of Directors. In the event that the president resigns, is removed from office, or is unable to continue in their capacity; the vice president does not by default assume those responsibilities unless voted to replace the president by the remaining board members. c. Secretary. The Secretary shall handle all correspondence; record the proceedings of all regular, special, and annual meetings of the Association and the Board of Directors; give notice of meetings and other notices as required by these By Laws and law; maintain the files of the Association; serve as the Registered Agent of the Association; and in general perform all duties incident to the office of the secretary. The Secretary shall also be the Director of Recruitment and chairman of the Membership Committee by virtue of his office. d. Treasurer. The Treasurer shall have charge of the business, administrative affairs, and property of the Association. The Treasurer shall keep detailed accounts of the Association in a suitable manner, liquidate all bills against the Association, collect all debts owed to the Association, and report in writing the state of finances of the Association whenever required by the President or by the majority of the Board of Directors. The Treasurer shall have custody of all funds of the Association. When necessary and proper, the Treasurer shall endorse on behalf of the Association all negotiable instruments and shall deposit the same to the credit of the Association in such bank or banks as the Board of Directors may designate. The Treasurer shall sign with the President, in the name of the Association, all contracts and instruments of conveyance and he shall perform all acts incident to the office of treasurer, subject to the control of the Board of Directors. The Treasurer may be required to give a bond for the faithful discharge of his duties in such amount as the Board of Directors may require and the Association shall pay the premium for such bond. e. Director-Youth Leagues. The Director-Youth Leagues shall coordinate all activities with the organization(s) who employ the Association to provide game officials for matches involving youth under nineteen (19) years old and not sponsored by a school. The Director-Youth

6 Leagues shall negotiate, on behalf of the Association, all contracts and agreements between the Association and youth organizations. The Director-Youth Leagues shall serve as the primary liaison with a youth organizations for the Association. The Director-Youth Leagues shall not be an officer of any youth organization contracting with or seeking to contract with the Association to provide game officials. f. Director-Adult Leagues. The Director-Adult Leagues shall coordinate all activities with the organization(s) who employ the Association to provide game officials for matches involving adults. The Director-Adult Leagues shall negotiate, on behalf of the Association, all contracts and agreements between the Association and adult organizations. The Director-Adult Leagues shall serve as the primary liaison with adult organizations for the Association. The Director- Adult Leagues shall not be an officer of any adult organization contracting with or seeking to contract with the Association to provide game officials. g. Director- Academic Leagues. The Director- Academic Leagues shall coordinate all activities with the organization(s) who employ the Association to provide game officials for matches involving public or private schools and colleges. The Director- Academic Leagues shall negotiate, on behalf of the Association, all contracts and agreements between the Association and academic organizations. The Director- Academic Leagues shall serve as the primary liaison to such organizations for the Association and shall not be an officer of any such organization contracting with or seeking to contract with the Association to provide game officials. h. Director- Training and Referee Development. The Director of Training and Referee Development shall be responsible for developing and delivering the referee training program for the Association and executing the referee development program for the Association. The Director - Training and Referee Development shall work closely with the State Referee Program and VHSL to ensure the training curriculum meets the requirements established by these organizations. The Director of Training and Referee Development will identify and develop talent planning for the Association and ensure proper feedback to referees and the Board. The Director of Training and Referee Development shall not hold a position with either the State Referee Program or VHSL. j. Additional Officers. The President, with the majority approval of the Board of Directors, may appoint such other additional officers and agents, as may be deemed necessary, who shall perform such duties in the management of the Association as the Board of Directors may provide. These additional officers and agents do not, by virtue of their offices, assume the rights and privileges of an officer of the Association. Additional officers may include, but are not limited to: Administrators, Instructors, Assignors, and Evaluators. Additional officers need not meet the qualifications for membership in the Association. They may be compensated at rates set by the Board of Directors. ARTICLE V.

7 BOARD OF DIRECTORS Section 1. Board of Directors Voting Membership. The Board of Directors shall be composed of the nine (9) officers of the Association and one (1) at-large Director elected at the annual meeting of the Association. The at-large Director shall be under nineteen (19) years of age. The immediate past President shall be an ex officio, member of the Board of Directors if he or she is not otherwise a director. Section 2. Board of Directors Non-Voting Membership. The following individuals shall be ex officio, non-voting members of the Board of Directors if he or she is not otherwise a director: the USSF Area Administrator, the USSF Area Instructor, the USSF Area Assessor, and the VHSL Soccer Commissioner for CVSRA, who will report to the Director- Academic Leagues. Commissioner- The Commissioner shall have responsibility for the supervision of all member academic officials and the relations between the Association, VHSL and the schools which are members of leagues for whose games the Association provides member referees. a. Appointment- The Board of Directors shall recommend a qualified member of the Association to VHSL, which shall have the final authority to appoint the Commissioner. b. Term- The Commissioner shall be appointed by the Board for a term of two (2) years. A member of the Association may be reappointed by the Board to serve successive terms as Commissioner. c. Removal- The Association shall request the VHSL to remove the area Soccer Commissioner if so directed by a vote of the membership at a meeting of the Association which has been called for that purpose. The quorum for a motion to remove the Commissioner shall be three-fourths (3/4) of the membership entitled to vote, and such motion must pass by a majority of two-thirds (2/3) of the votes cast. Section 3. Appointment and Term of Office. Members of the Board of Directors shall be appointed and serve terms as follows: a. The nine (9) officers of the Association shall serve terms as Directors concurrent with their terms as officers of the Association. b. The at-large Director shall serve a term of one year commencing on January 1 of the year following election. c. The past President shall serve until he is no longer the immediate past President. Section 4. Removal. Any Director may be removed by the Board of Directors whenever, in its sole judgment, the best interest of the Association will be served thereby or the Director has

8 failed to attend three consecutive meetings of the Board of Directors without reasonable cause. a. A Director subject to removal and all other members of the Board of Directors must be notified in writing by the Secretary at least seven (7) days prior to a meeting at which a proposed removal will be considered. b. A two-thirds (2/3) vote of the Board of Directors present and voting shall be necessary to remove a Director. Section 5. Compensation. Directors, as such, shall not receive compensation for any service rendered as a Director to the Association. However, a Director may be reimbursed for actual expenses incurred in the performance of their duties. Section 6. Proxy. Each Director is entitled to vote in person or by proxy at all meetings of the Board of Directors. All proxies shall be executed in writing by the Director or by his duly authorized attorney-in-fact and filed with the Association's Secretary prior to the meeting. No proxy shall extend beyond the date of the meeting for which it is given. Section 7. Quorum. A majority of the Board of Directors attending in person or by proxy shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting without further notice. Section 8. Manner of Acting. Each member of the Board of Directors shall have one vote at any regular or special meeting of the Board of Directors. Except as otherwise provided by law, the Articles of Incorporation, or these By Laws, the action of a majority vote of the Directors present at a meeting, in person or by proxy, shall be the act of the Board of Directors. Section 9. Officers of the Board of Directors. The President of the Association shall serve as Chairman of the Board of Directors. The Secretary of the Association shall serve as Secretary of the Board of Directors. a. As necessary, the Board of Directors shall elect, by majority vote, from among itself representatives to other organizations of which the Association is an constituent member. Section 10. General Powers. The governing power of the Association shall be vested in the Board of Directors, the members of which shall possess all the powers and responsibilities conferred upon Directors by law. Section 11. Specific Powers. The Board of Directors shall have the specific power to: a. Establish policy for specific cases not provided for elsewhere, but which is deemed necessary by the Board of Directors to carry out the objectives of the CVSRA. b. Levy such assessments and set compensation rates as may be necessary to promote and

9 conduct the purposes of the CVSRA. c. Exercise for the corporation all powers, duties, and authority vested in or delegated to the corporation. d. Ratify appointments made by the President of additional officers, agents, and committee members for the Association. Section 12. Specific Duties. It shall be the specific duty of the Board of Directors to: a. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof at the annual meeting of the Association. b. Supervise all officers, agents, and employees of the Association, and to see that their duties are properly performed. c. Cause all officers or employees having fiscal responsibility to be bonded, as it may deem appropriate. d. File such annual reports as may be required by the State Corporation Commission under the laws of the Commonwealth of Virginia and the Internal Revenue Service under the laws of the United States of America. ARTICLE VI. COMMITTEES Section 1. Appointment. The President shall appoint and the Board of Directors shall confirm the appointments to and chairmen of such standing, ad hoc, and special committees as are deemed necessary to advance the work of the Association. Section 2. Standing Committees. The standing committees shall include: a. Conduct Committee. The Conduct Committee shall conduct hearings and act upon serious violations of the Association's policies and Code of Ethics. The Conduct Committee shall exercise such other and further duties as may be designated by the Board of Directors. The Conduct Committee shall have five (5) members, one of whom may be a member of the Board of Directors and one (1) of whom may be the Head Assignor or their designee. b. Membership Committee. The Membership Committee shall approve or deny applications for Active and Associate Membership in the Association. The Membership Committee shall annually review the qualifications of all Active Members. The Membership Committee shall exercise such other and further duties as may be designated by the Board of Directors. The Membership Committee shall have three (3) members, at least one (1) of whom shall not be a

10 member of the Board of Directors. By virtue of his or her office, the Secretary shall be a member of and chairman of the Membership Committee. c. Audit Committee. The Audit Committee shall audit the Association's books, records, and papers and report its findings to the membership and the Board of Directors at the Annual Membership Meeting. The Audit Committee shall exercise such other and further duties as may be designated by the Board of Directors. Section 3. Ad Hoc and Special Committees. Ad Hoc and/or Special Committees may be formed, as needed, from time to time at the discretion of the Board of Directors or the President to perform such functions as assigned. a. Unless otherwise designated by the Board of Directors or these By Laws, Ad Hoc and Special Committees shall have five (5) members, at least two (2) of whom shall not be members of the Board of Directors. b. The President shall appoint the chairman of Ad Hoc and Special Committees. Section 4. Executive Committee. The Executive Committee shall conduct the business of the Association between regular business meetings of the Board of Directors. The Executive Committee may exercise, on an emergency basis, the authority of the Board of Directors except that the Board of Directors may subsequently overrule such Executive Committee actions at its next regularly scheduled business meeting. a. The members of the Executive Committee are: the President, Vice President, Secretary, and the Treasurer. b. The President of the Association shall be the chairman of the Executive Committee. Section 5. Committee Meetings. Committees of the Association shall meet upon the call of the committee chairmen and with the consent of at least a majority of the concerned committee membership. Section 6. Reporting. All committee chairmen shall be prepared to report on the activities, actions, and findings of their committees at each regular business meeting of the Board of Directors. ARTICLE VII. MEETINGS Section 1. Annual Meeting. The Annual Meeting of the Association shall be held in the month of December of each year, unless changed by a majority vote of the Board of Directors. The time and location of the Annual Meeting shall be announced no later than November 20 of the

11 same year. The Active Members shall elect the Association's Officers and Directors at the Annual Meeting. Section 2. General Membership Meetings. At least two general membership meeting, other than the Annual Meeting, shall be held each year. These general membership meetings shall be held for in-service training, review or procedural rules, and other purposes set forth by the Board of Directors. The Board of Directors shall set the time and place for all general membership meetings and shall notify the membership of such meetings at least fourteen days (14) days prior to the meetings. Section 3. Board of Directors Meetings. The Board of Directors shall meet at least once during each quarter of the year. Other meetings shall be set by a majority of the Board. The time and location of each regular Board of Directors meeting shall be set by the Board of Directors. The Secretary shall give ten (10) days' notice of all regular meetings of the Board of Directors. Section 4. Special Meetings Board of Directors. Special meetings of the Board of Directors, as may be required from time to time, may be called by the President, with the concurrence of the Executive Committee, or whenever the Secretary is requested to do so by at least three Directors. The President shall set the time and location of all called special meetings. At least three (3) days' notice shall be given by the Secretary to all Directors of a called special meeting. Section 5. Notice. Whenever any notice whatever is required to be given by these By Laws, the Articles of Incorporation, or by law, a waiver thereof in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance by any Director at any meeting shall be deemed a waiver of notice thereof, unless in attending, the Director's sole purpose is to object to the holding of the meeting. Section 6. Order of Business. At meetings of the Association, the order of business so far as the character and nature of the meeting may permit shall be as follows: Roll Call; Approval of Minutes of the Last Meeting; Acknowledgment of Correspondence; Reports of the: Treasurer, Secretary, Director-Youth Leagues, Director-Adult Leagues, Director- Academic Leagues, Director- Training, Director- Referee Development Standing Committees, and Special Committees

12 Unfinished Business; New Business; Good of the Game; and Adjournment. Section 7. Procedural Rules. All meetings of the Association are conducted in accordance with Roberts Rules of Order. ARTICLE VIII. FINANCE Section 1. Fees. The Board of Directors may assess and collect such fees and levies as it deems necessary to support the operation of the Association. Section 2. Funds. The funds of the Association shall be deposited in such banks or trust companies as the Board of Directors shall designate, and shall be withdrawn upon the check or order signed by the Treasurer or the President of the Association. Section 3. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December. Section 4. Books and Records. a. The Association shall keep correct and complete books and records of account and shall keep minutes of the annual meeting of the membership and meetings of the Board of Directors and committees having any of the authority of the Board. The books, records, and papers of the Association shall be kept at the principal or registered office unless in the hands of counsel or accountant or on official business. b. The books, records, and papers of the Association shall at all times be subject to inspection by any active member of the Association during reasonable business hours. Section 5. Financial Statement. The Board of Directors shall cause to be prepared, at least fifteen days after the conclusion of the fiscal year, a statement of the physical and financial condition of the Association for the concluding fiscal year, and a consolidated balance sheet showing the assets and liabilities of the Association. Section 6. Annual Report. Between January 1 and March 1 of each year, the Secretary on behalf of the Association shall file an annual report with the State Corporation Commission as required by the Code of Virginia. Such report shall be made on forms supplied by the State Corporation Commission and shall supply all the information required by law. Section 7. Authority to Execute. No obligation on the part of the Association shall be entered

13 upon without the prior approval of the Executive Committee, except as to matters involving less than five hundred dollars ($500.00) or payment of previously approved fees for performance of duties as instructor, evaluator, assignor, or referee. All checks and negotiable instruments signed or executed on behalf of the Association shall be signed or executed by the Treasurer or the President. All payments in excess of $ shall be approved by either the president, or in the case the payee is the president, then the vice president shall make such approval of that payment. Section 8. Expenses. The Treasurer is authorized to pay the reasonable expenses of officers and directors incurred in the normal execution of their duties on behalf of the Association. ARTICLE IX. INDEMNIFICATION Section 1. Who May Be Indemnified. The Association shall indemnify each director, officer, or agent against liabilities (including judgments and fines and reasonable attorney's fees, cost, and expenses) incurred by him in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative (any of which is hereinafter referred to as a "proceeding"), to which he may be made a party by reason of his being or having been a director, officer, or agent of the Association, except in relation to any proceeding in which he has been adjudged liable because of willful misconduct, bad faith, or gross negligence involved in the conduct of his office, or in relation to any criminal proceeding in which he had reasonable cause to believe his conduct was unlawful (any of which behavior is hereinafter referred to as "misfeasance"), provided, however, that even if he is guilty of misfeasance he shall be entitled to such indemnification as shall be finally ordered by a court. Section 2. Misfeasance. In the event of the disposition of any proceeding in which no determination or misfeasance has been made, such indemnity shall be conditioned upon a prior determination that the director, officer, or agent acted in good faith and without misfeasance, and that such payments or obligations are reasonable. Such determination shall be made by: a. the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding, or b. independent legal counsel in a written opinion if such a quorum is not obtainable, or, even if obtainable, if a majority of disinterested directors so directs. Directors eligible to make any such determination or to refer any such determination to independent legal counsel must act with reasonable promptness when indemnification is sought by any director, officer, or agent. If the determination is to be made by the Board of Directors, it shall rely, as to all questions of law, on the advice of independent counsel. Section 3. Application. Expenses incurred in defending any proceeding may be paid by the

14 Association in advance of the final disposition of such proceeding, if authorized in the manner set forth in the preceding section, upon receipt or an undertaking by or on behalf of the director, officer, or agent to repay such amount unless it shall ultimately be determined that he is entitled to indemnification. Every reference herein to director, officer, or agent shall include every director, officer, or agent or former director, officer, or agent of the Association and, in all such cases, the heirs, executors, and administrators of such officer, director, or agent. The right of indemnification hereby provided shall not be exclusive of any other right to which any director, officer, or agent may be entitled. It is the intent of this Article that all indemnification allowed by the Code of Virginia be available at the discretion of the Board of Directors. ARTICLE X. AMENDMENTS The Articles of Incorporation and By Laws may be amended, repealed, or suspended in whole or in part, by a two-thirds vote of the votes eligible to be cast by the active members present and in good standing at any duly authorized general membership meeting. Proposals for amendment or repeal of the Articles of Incorporation or the By Laws must be made in writing and submitted to the Secretary so as to allow at least twenty-one (21) days notice to all members prior to consideration of such proposals at any meeting. ARTICLE XI. MISCELLANEOUS Section 1. Policy and Procedures. The Board of Directors shall adopt such policies and procedures as are deemed necessary for the operation of the Association. Section 2. Construction. In the event of a conflict between the Articles of Incorporation and these By Laws, the Articles of Incorporation shall control. In the event of a conflict between these By Laws and the Association's policies and procedures, these By Laws shall control. Section 3. Dissolution. The Association may be dissolved at any time by the written consent of no less than two-thirds of the Board of Directors and a two-thirds vote of the Active Members present at the annual meeting. Section 4. Registered Agent and Registered Office. The Association shall have and continuously maintain in the Commonwealth of Virginia a registered office and a registered agent whose office is identical with such registered office, as required by the Non Stock Corporation Act of Virginia. The registered agent of the Association shall be the Association's Secretary unless otherwise appointed by the Board of Directors. The registered office shall be designated as the business office or home of the registered agent. The principal office of the

15 Association shall be designated either as the residence or business office of the Secretary. Section 5. Effective Date. These By Laws shall become effective May 1, At that time, all previous By Laws and Constitutions are repealed. CERTIFICATION The foregoing By Laws were duly adopted by the membership of the Central Virginia Soccer Referee Association, Limited on the eleventh day of December In witness of, signed Alan Manden, Secretary signed J. Brian Starling, President