FLORIDA REVOLUTION SOCCER CLUB

FLORIDA REVOLUTION SOCCER CLUB 2012-2013 BY-LAWS 1. INTRODUCTION... 2 2. PURPOSE... 2 3. AFFILIATION... 2 4. MEMBERSHIP... 2 4.1 ELIGIBILITY... 2 4.2 RIGHTS OF GENERAL MEMBERS... 2 4.3 DURATION... 3 5. ADMINISTRATION, ORGANIZATION, AND OFFICERS... 3 5.1 THE ORGANIZATION AND ADMINISTRATION OF FRSC... 3 5.2 ADMINISTRATIVE AUTHORITY... 3 5.3 OFFICERS AND DIRECTORS... 3 5.4 ADMINISTRATIVE OFFICERS... 3 5.5 TERMS OF OFFICE (ADMINISTRATIVE OFFICERS)... 3 6. DIRECTORS, TERMS OF OFFICE, AND AUTHORITY... 4 6.1 BOARD OF DIRECTORS (BOD)... 4 6.2 EXECUTIVE COMMITTEE... 4 6.3 AUTHORITY AND DUTIES... 4 7. ABSENCE/REMOVAL OF OFFICERS AND DIRECTORS... 4 7.1 ABSENCE OF PRESIDENT... 4 7.2 ADVERSE CONDUCT OF OFFICERS/DIRECTORS... 4 7.3 IMPEACHMENT/RESIGNATION/EXPULSIONS (REMOVAL)... 4 7.4 REMOVAL FROM OFFICE... 5 7.5 UPON REMOVAL FROM OFFICE... 5 8. ANNUAL GENERAL MEETING... 5 9. MEETINGS OF THE BOARD OF DIRECTORS... 6 10. MEETINGS OF THE EXECUTIVE COMMITTEE... 6 11. SPECIAL CALLED MEETINGS... 6 12. QUORUM... 6 12.1 FRSC MEETING QUORUMS... 6 13. AMENDING THE ARTICLES OF INCORPORATION, RULES AND REGULATIONS, AND BYLAWS... 7 14. SUBMISSION OF AMENDMENTS... 7 14.1 PROCESS FOR SUBMITTING AMENDMENTS... 7 14.2 DEADLINES FOR SUBMITTING AMENDMENTS... 8 15. FEES... 8 16. VIOLATIONS OF RULES AND REGULATIONS OR BY-LAWS... 8 17. FISCAL/SEASONAL YEAR... 8 18. PROVISIONS NOT COVERED... 8 19. DISSOLUTION... 9 20. ELECTIONS... 9 21. LEAGUE NAME AND COLORS... 9 APPROVED By-Laws of Florida Revolution Soccer Club Page 1 of 9

1. INTRODUCTION Florida Revolution Soccer Club (FRSC), a/k/a South Hillsborough Soccer League, in keeping with its goals and objectives to promote the development of a soccer program for our youth and adults, establishes the following By-Laws in support of its Articles of Incorporation mandate. 2. PURPOSE For the advancement of the sport of soccer and friendship through soccer and any other related or corresponding charitable purposes by the distribution of its funds for such purposes. To operate exclusively in any other manner for such charitable and educational purposes as will qualify it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or under any corresponding provisions of any subsequent federal tax laws, covering the distrubitions to organizations qualified as tax exempt organizations under the Internal Revenue Code, as amended, including private foundations and private operating foundations. Notwithstanding any other provisions hereinafter set forth, this organzation shall not carry on any other activities not permitted to be carried on by an organization exempt for Federal income tax pursuant to Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Revenue law. 3. AFFILIATION FRSC shall be an affiliate and comply with the authority, rules and guidelines of Florida Youth Soccer Association (FYSA) for youth soccer programs. FRSC shall be an affiliate and comply with the authority, rules, and guidelines of Florida State Soccer Association (FSSA) for adult soccer programs. Where the rules of FYSA and FSSA are both applicable and in conflict, the Board of Directors (BOD) of FRSC shall determine the proper course of action. 4. MEMBERSHIP 4.1 ELIGIBILITY Any person interested in the objectives and purposes of this organization and who agrees to be bound by the Articles of Incorporation, By-Laws, and Rules thereof and by such rules and regulations as many from time to time be adopted by the BOD of this organization, and is registered as a player of this organization, or is a coach registered to coach in this organization, or is a certified referee who has refereed more than five (5) games at FRSC fields involving teams registered in this organization is eligible for REGULAR MEMBERSHIP. In the case of a player or referee who is under the age of eighteen (18), one (1) parent or guardian may exercise all rights of membership conferred upon that player. Each member is limited to one (1) vote. APPROVED By-Laws of Florida Revolution Soccer Club Page 2 of 9 3/27/2012 2011-2012 Seasonal Year

4.2 RIGHTS OF GENERAL MEMBERS The right of a general member to vote and all his/her other rights and interests in the organization shall cease on the termination of his/her membership. No member shall be entitled to share in any distribution of the corporate assets upon dissolution of the organization s corporate structure. 4.3 DURATION All memberships shall before one (1) year duration beginning on September 1, or upon registration, whichever is later, and ending on August 31 shall be required to be renewed annually by payment of the required registration fees in the case of a player; submission of the required application in the case of a coach or in the case of a referee the completion of refereeing five (5) games at FRSC fields involving teams registered to this organization. 5. ADMINISTRATION, ORGANIZATION, AND OFFICERS 5.1 THE ORGANIZATION AND ADMINISTRATION OF FRSC FRSC is an incorporated, non-profit association in the State of Florida and shall be governed by its Articles of Incorporation, By-Laws, and, Rules and Regulations, under the leadership of a BOD and Executive Committee, pursuant to the laws of the State of Florida and the United States. 5.2 ADMINISTRATIVE AUTHORITY The administrative authority to represent and conduct the business of FRSC is vested in the BOD and/or Executive Committee. The Executive Committee is responsible for the implementation of policies and procedures and shall delegate to its officers day-to-day management of the association. 5.3 OFFICERS AND DIRECTORS The administrative organization of FRSC shall be identified as that of a BOD and an Executive Committee. 5.4 ADMINISTRATIVE OFFICERS The administrative officers of FRSC are the President, Vice President, Secretary, and Treasurer. 5.5 TERMS OF OFFICE (ADMINISTRATIVE OFFICERS) 1. President: The term of office shall be two (2) years. Election will be held on the odd year. The President may not serve more than two (2) consecutive terms. 2. Vice President: The term of office shall be two (2) years. Election will be held on the even year. The Vice President may not serve more than two (2) consecutive terms. 3. Secretary: The term of office shall be two (2) years. Election will be held on the odd year. The Secretary may not serve more than two (2) consecutive terms. APPROVED By-Laws of Florida Revolution Soccer Club Page 3 of 9

4. Treasurer: The term of office shall be two (2) years. Election will be held on the even year. The Secretary may not serve more than two (2) consecutive terms. 6. DIRECTORS, TERMS OF OFFICE, AND AUTHORITY 6.1 BOARD OF DIRECTORS (BOD) The BOD shall be established and composed of the President, Vice President, Treasurer, Secretary, Vice President Recreational, Vice President Competitive, Vice President of Fields, Registrar, Volunteer Coordinator, Concession Director, Sponsorship Director, Referee Coordinator, Financial Director, Team Manager Coordinator, Uniforms Director, Past President, Trophy Director, Adult Soccer Director, Maintenance, and Director of Player Development. The terms of office for members of the BOD, excluding administrative officers, shall be one (1) year. 6.2 EXECUTIVE COMMITTEE Executive Committee shall be established as a committee of the BOD, composed of the President, Vice-President, Treasurer, Secretary, Vice-President of Competitive Coaches, Vice-President of Recreational Coaches, and the Financial Director. 6.3 AUTHORITY AND DUTIES The terms of office, duties and responsibilities of the Officers and Directors, are further enumerated within the Rules and Regulations. 7. ABSENCE/REMOVAL OF OFFICERS AND DIRECTORS 7.1 ABSENCE OF PRESIDENT In the event of the absence of the President as the presiding officer at any meeting, the Vice President shall assume the duties of the President. If neither is available, the presiding officer at any meeting of the BOD or general members shall be in the order listed in section 6.1. 7.2 ADVERSE CONDUCT OF OFFICERS/DIRECTORS The officers and directors of FRSC shall adhere to the highest levels of moral and personal conduct both in the performance of their duties and/or actions, which reflect upon or represent FRSC. Allegations of misconduct shall be submitted to the Executive Committee for investigation. Upon completion of the investigation, the Executive Committee will take appropriate actions as outlined in the By-Laws and Rules and Regulations. A Board Member who resigns their position is ineligible to rejoin the Board for the remainder of the fiscal year and the following fiscal year as defined in section 17. A Board Member may request a leave of absence for a specified period of time and is eligible to return if leave is granted by the Board. 7.3 IMPEACHMENT/RESIGNATION/EXPULSIONS (REMOVAL) Any officer, director or any other general member of FRSC may resign from their position or from this organization upon either their own intitiative or upon written APPROVED By-Laws of Florida Revolution Soccer Club Page 4 of 9 3/27/2012 2011-2012 Seasonal Year

request from the BOD. Any officer, director, or general member may be removed or expelled from FRSC in the following manner: 1. Three-fourths (3/4) vote of all members of the BOD. 2. At a regular or special called meeting held for the express purpose of removing/ expelling any officer, director, or general member for the conduct unbecoming or prejudicial to the stated aims/purposes of FRSC 3. Notice of any Board meeting must be sent not less than ten (10) days prior to the date set for such meeting. 4. If the President is impeached, resigns, or otherwise becomes unable to perform his/her duties on a permanent basis, then the right to succession shall be as provided in By-Law 7.1, and serve the remainder of the former President s term. 5. Any other officer/director who is impeached, resigns or otherwise becomes to perform his/her duties on a permanent basis shall be replaced by the Executive Committee as soon as practical. This replacement shall serve for the remainder of the term, or until the Annual General Meeting (AGM), whichever is earlier. 7.4 REMOVAL FROM OFFICE Cause for removal from office of any officer, director, or any other person delegated to represent FRSC in any capacity shall include but not be limited to the following: 1. Actions contrary to the Articles of Incorporation, Rules and By-Laws of FRSC. 2. Unauthorized Expenditure of Funds. Authorized expenditures include only those approved by the BOD as part of an annual budget or approved by special request of the Executive Committee. 3. Absence from two (2) consecutive meetings of the BOD without just and sufficient reason. 7.5 UPON REMOVAL FROM OFFICE Any officer or director, who for sufficient cause shall be removed from office, shall immediately vacate that office. The person so removed shall have access to the process of protest and appeal to the BOD. 8. ANNUAL GENERAL MEETING FRSC shall convene an Annual General Membership (AGM) Meeting for the purpose of presenting an annual report to the general members on the state of the league and such other agenda items determined necessary for the league to conduct its business. The AGM shall be convened according to the following procedure: 1. The President, with concurrence of the BOD, shall call for an AGM to be held no later than March 31. 2. Provision shall be made for the publication of all proposed changes in the Articles of Incorporation, Rules and Regulations, and By-Laws, and shall be provided to APPROVED By-Laws of Florida Revolution Soccer Club Page 5 of 9

the BOD and general members at least seven (7) days prior to their consideration at the AGM. 3. Officers/Directors elected shall assume their duties after the AGM. 9. MEETINGS OF THE BOARD OF DIRECTORS The BOD shall meet monthly. The date for the following meeting shall be set at each meeting. The President may modify the date between meetings with the consent of no less than five (5) other BOD members. BOD meetings are open to all general members of FRSC. Voting by the BOD via email is permissible under special circumstances as determined by the President. Votes via email may also be conducted by written request of a minimum of five (5) Board members. 10. MEETINGS OF THE EXECUTIVE COMMITTEE The Executive Committee shall meet as called for by the President. Voting by the Executive Committee via email is permissible under special circumstances as determined by the President. 11. SPECIAL CALLED MEETINGS The President may call for a special meeting of the Executive Committee or the BOD at his/her discretion. Special called BOD meetings may also be convened by written request of a minimum of five (5) Board members. In the event of a special called meeting, the President may limit the agenda for the purpose of addressing specific items. 12. QUORUM A quorum must be present at the beginning and throughout a meeting for business to be conducted. As a point of order, should it be noticed that a quorum no longer exists, the meeting shall be recessed in order to obtain a quorum. If a quorum cannot be reestablished, the meeting shall be adjourned. 12.1 FRSC MEETING QUORUMS. 1. Executive Committee Meeting - shall be a minimum of five (5) voting members present. 2. Board of Directors Meeting - shall be a minimum of seven (7) voting members present. 3. Annual General Meeting - shall be a minimum of ten (10) voting members present. 13. AMENDING THE ARTICLES OF INCORPORATION, RULES AND REGULATIONS, AND BY-LAWS Amendments to the Articles of Incorporation, Rules of Regulations or By-Laws, may be changed by two-thirds (2/3) majority vote of the general members present at the AGM. Emergency amendments to the Articles of Incorporation, Rules and Regulations or By-Laws, may also be made by two-thirds (2/3) majority vote of the BOD during any regular or special meeting of the BOD. Such emergency amendments shall be in full APPROVED By-Laws of Florida Revolution Soccer Club Page 6 of 9 3/27/2012 2011-2012 Seasonal Year

effect until the next AGM where they must be ratified by a two-thirds (2/3) majority vote of the general members present at the AGM. In the case where an emergency amendment is not ratified by the general members the prior text of the applicable Articles of Incorporation, Rules and Regulations, and/or By-Laws shall be re-instated. Such reinstatement shall not alter the findings or decisions made under the emergency amendment. 14. SUBMISSION OF AMENDMENTS 14.1 PROCESS FOR SUBMITTING AMENDMENTS Proposed Amendments must be made in writing to the Secretary of FRSC who shall record the date each proposed amendment was received and the author s name. The document for which the change is suggested shall be noted along with the article, section, sub-section, and the proposed change. The Secretary shall turn over to the Executive Committee all proposed changes. Review by the Executive Committee shall be the next step in the process. The Executive Committee will formally review the proposed amendment and may request clarification, intent and/or purpose of the change from the submitter. The Executive Committee may draft modifications to a proposed amendment to assure its proper sequence, consistent language, and compatibility with other related sections or other related proposed amendments. They shall then: 1. Submit the modified proposed amendment to the author of the original proposed amendment for concurrence with the revised language (if any). If the author of the proposed amendment does not concur with the Executive Committee s draft modifications, the Executive Committee may submit both the original proposed amendment and the modified proposed amendment to the general members at the AGM. 2. Publish all of the proposed amendments to the BOD and general members no later than seven (7) days prior to the AGM. Publication to the BOD shall be made via e-mail to board@flrevolution.com. Publication of the proposed amendments to the Members shall be made via website and bulletin board but may also include other methods at the discretion of the Executive Committee. 3. Submit formal draft to be voted on by the general members at the AGM with comments of the Executive Committee attached. 14.2 DEADLINES FOR SUBMITTING AMENDMENTS Proposed changes may be submitted anytime during the year but not later than thirty (30) days prior to the AGM. All proposed amendments received before thirty (30) days prior to the AGM must be published seven (7) days prior to the AGM and presented for consideration to the general members at the AGM. Proposed amendments submitted to the Secretary later than thirty (30) days prior to the AGM (as specified in section 10 subsection 2), may be presented to the general members at the AGM at the discretion of the Executive Committee. In such case the proposed APPROVED By-Laws of Florida Revolution Soccer Club Page 7 of 9

15. FEES amendment, modified as necessary under section 14.1 above, must still be published to the BOD and general members no later than seven (7) days prior to the AGM. Proposed amendments submitted to the Secretary later than seven (7) days prior to the AGM may be presented to the gneral members at the AGM only if three quarters (3/4) of the BOD agree in writing that the proposal has sufficient merit to be submitted to the general members at the AGM without the seven-day publication specified in Section 14.1. The BOD shall have the authority to establish necessary fees in order to properly finance FRSC programs and conduct its business. Fees shall be established by the BOD but may not be implemented without approval of the general members at the AGM. 16. VIOLATIONS OF RULES AND REGULATIONS OR BY-LAWS All rules and Regulations and By-Laws as published in this text, regardless of how sectioned, formatted, or titled shall be considered the Rules and Regulations of this organization and shall be binding on all officers, board members, and anyone involved with FRSC. A plea of ignorance to these Rules and the requirements herein is not a sufficient excuse to avoid discipline; violators shall expect immediate and appropriate action in such cases as cited by the BOD. 17. FISCAL/SEASONAL YEAR The fiscal year is April 1 through March 31. The seasonal year is September 1 through August 31. 18. PROVISIONS NOT COVERED Where provisions are not covered by this text, the policies of FYSA shall apply. The BOD/Executive Committee shall have the authority to act in matters not covered within the Rules and Regulations or By-Laws on an emergency basis in order to maintain the purpose and objectives of FRSC. For procedural matters not covered by these bylaws the Board is to defer to the current edition of Roberts Rules of Order for proper procedures and guidelines. 19. DISSOLUTION Should FRSC be dissolved, all assets remaining after payment of all debts shall be transferred to an appropriate 501(c)(3) tax-exempt organization for the express purpose of developing amateur youth soccer. No general member shall be entitled to any assets of the organization. 20. ELECTIONS Elections shall begin in the month of January and be completed in the month of February and must continue for a minimum of seven (7) days. The BOD shall solicit nominations for offices and shall produce a ballot showing all qualified nominated persons and allow for write-in votes. For purposes of determining qualification for placement on the ballot, any person, age 18 or older, shall be considered qualified for any office except for the APPROVED By-Laws of Florida Revolution Soccer Club Page 8 of 9 3/27/2012 2011-2012 Seasonal Year

office of President and Treasurer. An individual whom wishes to run for a position on the BOD as President or Treasurer must have been on the board at least one (1) year previously, unless at said time no one steps forward to run, the BOD must then consider all candidates. The BOD will determine the election procedures prior to the election period. Election voting is to be conducted via ballotsthe number of entitled votes for each eligible member will be recorded and verified upon submission of the ballot by an appointed representitive. Representitives will be appointed by the BOD. 21. LEAGUE NAME AND COLORS All teams (recreational and competitive) shall use the league colors and the league name.. 1. Colors: Red, White, and blue. 2. Name: Florida Revolution Soccer Club. 3. Logo: APPROVED By-Laws of Florida Revolution Soccer Club Page 9 of 9