Article I. Article II

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1 BYLAWS OF THE CHARGERS SOCCER CLUB Article I The name of this organization shall be the Chargers Soccer Cub, Inc. and that name shall be abbreviated as CSC. This organization: has been formed from the merger of the histories, philosophies, personnel, players, members, fields, facilities, affiliations and operations of the Clearwater Chargers Soccer Club Inc. and the Fusion Futbol Club of Tampa Bay Inc.; has been established as a Florida not-for-profit corporation; and shall adhere to the charitable corporation requirements of the Internal Revenue Code of the United States of America. Article II The recreational, competitive and tournament programs of this organization are authorized to make use of approved Chargers logos, the designated geographical areas of this organization may be known as Chargers - plus an identifying name for that geographical area and the teams and staff of this organization are authorized to make use of approved combinations of black, red, white and yellow for player, coach and staff gear and apparel. Article III The purpose of this organization, in accord with the highest ideals of sportsmanship and fair play and with a goal of developing soccer skills and an appreciation for soccer s rules and life lessons, is to provide recreational, competitive and tournament programs within Florida for soccer players of all ages, focus and abilities and to help those players become the best of citizens by instilling the virtues of integrity, honesty, dedication and commitment. Article IV This organization shall be affiliated with the Florida Youth Soccer Association (FYSA), US Youth Soccer (USYS), US Club Soccer (USCS), the United States Soccer Federation (USSF) and the Federation Internationalle de Football Association (FIFA). So long as they have similar goals, affiliations may also be sought with other soccer sanctioning organizations. Article V The governing body of this organization shall consist of its voting members. However, for efficiency (and in deference to the experience and skill of its soccer and administrative professionals) the day-to-day management, operation, administration and fiscal affairs of this organization shall be delegated to its staff as set out in the most current edition of the organizational chart. Even though disputed management, operation, administration and fiscal employee decisions may be overruled by two-thirds of the eligible votes at a voting membership meeting (provided that issue was presented in writing at the previous executive board meeting) it is expected that (through the use of sound reasoning and considered judgment) the majority vote of the executive board shall resolve all disputes that may from time-to-time arise. 1

2 Article VI Section 1 Membership shall be limited to parents or guardians of youth players, coaches, team managers, advisory board members, executive board members, accepted volunteers and honorary lifetime members. Section 2 Player participation and membership shall require payment of the fees and dues necessary to remain in good standing and adherence to all rules and ethics and conduct codes of this organization and its sanctioning affiliates. Section 3 Player participation and membership may not be denied or limited because of race, ethnicity, national origin, sex, sexual orientation, creed, religion or political affiliation. Section 4 Players, members, team managers, coaches, board members, committee members, employees, referees, tournament officials, sponsors, volunteers and spectators shall not be subjected to any form of discrimination because of membership in any protected class and shall not be subjected to any form of physical, sexual or mental abuse or to any form of harassment, hazing or improper touching. Section 5 Player participation, membership and voting rights shall be suspended during any period there is a failure to pay the fees and dues necessary to remain in good standing. Section 6 Except for a failure to pay the fees and dues necessary to remain in good standing, membership may only be terminated by two-thirds of the eligible votes at a voting membership meeting if the member in question has received reasonable notice and an opportunity to appear and be heard. Article VII Section 1 The Executive Board of Directors shall be composed of an odd number of no more than nine voting members who are neither current coaches nor current employees. Other than during the first two years of operation a member shall serve this organization on an advisory board or in some other designated and accepted volunteer capacity for at least two years before being eligible for executive board service. The executive board officers shall include a President, at least two Vice Presidents, a Secretary and a Treasurer. Other executive officers may also be named by the majority vote of the executive board. Section 2 Other than during the first two years of operation the executive board officers of this organization shall be elected on even or odd years as follows: A. President odd B. Secretary even C. Treasurer odd D. Vice Presidents even E. Others odd Section 3 The majority of the eligible votes at a membership meeting shall generally elect all executive board officers. Other than during the first year of operation all executive board officers shall serve for a term of two years. No person may hold more than one executive 2

3 board office, hold more than one advisory board position, hold any executive board office and any advisory board position or hold any executive board office or any advisory board position and any board position on any other youth soccer club at any given time or be compensated for any executive board or advisory board service. Section 4 The duties of the executive board officers shall be as follows: A. The President shall preside over all voting membership and executive board meetings, develop the agendas for those voting membership and executive board meetings and oversee all player, coach and disciplinary committees. By participating in their appointment, the President shall also serve as an ex-officio member of all committees of this organization. B. The Vice Presidents shall: act in the absence of, and with the same authority as, the President; notify the President of any need to place issues on any agenda; assist as needed at voting membership and executive board meetings; oversee advisory boards; oversee committees not overseen by the President; oversee human resources and personnel; oversee volunteers; oversee public relations and communications; oversee tryouts; oversee registrations; oversee fields and field logistics; oversee facilities; oversee gear and apparel; oversee concessions and sales; oversee tournaments and camps; oversee collections; oversee referee assignment; oversee team and staff travel; oversee fundraising and grant applications; oversee scholarships; oversee league relationships; oversee sanctioning affiliate relationships; oversee sponsorship relationships; oversee collegiate relationships; oversee governmental relationships; oversee player and member appreciation; oversee risk management and legal issues; and otherwise act at the direction of the executive board. C. The Secretary shall maintain the corporate minute books and take and transcribe the minutes of all executive board and voting membership meetings. D. The Treasurer shall: maintain a concise and thorough set of financial records; report to the executive board on the status of the organization s finances, including annual and monthly revenues and expenses, report to the executive board on the balances within the organization s accounts; and prepare and present an annual financial report and a proposed budget for the voting members and the executive board. Section 5 The majority vote of the executive board shall appoint a voting member to serve the remaining term for any vacated executive board office and shall appoint a member to serve the remaining term for any vacated advisory board position. Section 6 Any executive board officer who, because of a repeated failure to attend executive board meetings, keeps the executive board from reaching a quorum shall subject continued tenure to a membership vote in not less than thirty days following the last meeting where a quorum was not reached. Any executive board officer may be removed from office by two-thirds of the eligible votes at a voting membership meeting if that executive officer has received reasonable notice and an opportunity to appear and be heard. 3

4 Article VIII Section 1 Every designated geographical area of this organization shall have an Advisory Board composed of an odd number of no more than five members who are neither current executive board members, current coaches nor current employees. Other than during the first year of operation a member shall serve this organization in some designated and accepted volunteer capacity for at least one year before being eligible for advisory board service. Section 2 Other than during the first year of operation all advisory board members shall be appointed on even or odd years. Section 3 The majority of the eligible votes at an executive board meeting shall appoint all advisory board members. Section 4 Other than during the first year of operation all advisory board members shall serve for a term of two years. Section 5 The duties of the advisory board members shall be to assist the executive board and administrative professionals with issues unique to the geographical area of the advisory board and with maintaining uniform and consistent methods of operation among and between all of the advisory boards and geographical areas of this organization. Section 6 Any advisory board member may be removed from that position by the majority vote of eligible votes at an executive board meeting if that advisory board member has received reasonable notice and an opportunity to appear and be heard. Article IX Section 1 Meetings of the voting membership shall be held at the call of the majority vote of the executive board and there shall be at least one annual voting membership meeting. Section 2 One voting membership meeting shall be deemed the annual meeting and shall be for election of executive board officers and presentation of the financial report and budget. Section 3 At no time shall the voting membership consider any candidate or item not presented for nomination and written consideration at the previous executive board meeting. Section 4 To conduct business a quorum of executive board officers shall be required at all executive board meetings. A quorum is reached by the attendance of the majority of the executive board officers. Executive board meetings may be conducted by means of conference telephone or similar communications equipment and such participation shall constitute attendance at that executive board meeting. Section 5 Executive board matters may be considered by directed to all executive board members. The majority of all executive board members must forward an in favor of or opposing an item for that form of executive board vote to be valid. Section 6 No executive board officer may advocate, or vote for or against, any item for which there may exist a possibility for personal, family, financial or business relationship gain. 4

5 Article X With advice and consent of the executive board, the President may appoint committees. Unless later modified, committee tenure shall be as is set out in the original appointment. Article XI Section 1 Every executive board officer shall have one executive board vote and the President shall not be allowed to cast any executive board vote except in the event of a tie. Section 2 One parent or guardian for every competitive youth player, as well as every coach, team manager, advisory board member and accepted volunteer associated with any of the competitive youth programs and every honorary lifetime member and executive board member shall generally be voting members. However, at no time shall any employee or compensated coach who is not also a parent or guardian for a competitive youth player be allowed to cast any membership vote, at no time shall there be cast a number of membership votes by any combination of parents and guardians that exceeds the number of their competitive youth players and at no time shall any voting member who is not also a parent or guardian for a competitive youth player be allowed to cast more than one membership vote. Article XII The fiscal year of this organization shall run from June 1 through May 31 of the following year. Article XIII These bylaws may be amended by two-thirds of the eligible votes at a voting membership meeting provided all proposed amendments have been presented in writing at the previous executive board meeting. However, and without any voting membership approval and at any executive board meeting, the majority vote of the executive board may amend these bylaws as so mandated by any of this organization s sanctioning affiliates. Article XIV To the extent they do not conflict with these bylaws, the rules contained in the most current edition of Roberts Rules of Order shall govern all executive board and voting membership meetings. Article XV These bylaws shall take effect on June 1, 2012 and shall remain in effect until they are amended or this organization has been dissolved. In the event of dissolution, after payment of all creditor claims, the remaining assets of this organization shall be transferred to one or more other not-for-profit soccer organizations, to one or more of this organization s sanctioning affiliates or to any combination of those organizations and affiliates, so long as they are operating within Florida. 5