BYLAWS of Old Saybrook Soccer Club, INC.

Revision 1, Approved 27-Feb-2014 BYLAWS of Old Saybrook Soccer Club, INC. (the "Corporation" or "OSSC") ARTICLE I Offices The principal office of the Corporation shall be at such place in the town of Old Saybrook in the State of Connecticut as the Directors shall from time to time designate. ARTICLE II Members The Corporation shall have no members. ARTICLE III Directors (a) General. The activities, property and affairs of the Corporation shall be managed by its Board of Directors (herein called the "Board"). The Board shall have the responsibility of seeing to the proper exercise of all the powers that may be exercised or performed by the Corporation under the statutes, the Certificate of Incorporation and these Bylaws, but only in pursuance of its exclusively charitable purposes. The Board shall be self-perpetuating in that the Directors shall elect their own successors as provided herein and in the Certificate of Incorporation. (b) Directors. (i) The Corporation shall have not less than five (5) nor more than thirteen (13) Directors. The actual number of Directors within such minimum and maximum shall be the number initially elected by the Incorporator, and thereafter shall be prescribed from time to time by resolution duly adopted by the Board. (ii) The initial Directors shall be elected by the Incorporator. The total number of initial Page 1 of 10

Directors shall be divided into two (2) classes, each class consisting of one-half (1/2) of such directors or as close to one-half as is possible. The terms of Directors in the first class shall expire at the first Annual Meeting (hereinafter defined) after their election and the terms of the second class second class shall expire at the second Annual Meeting after their election. At each Annual Meeting commencing with the first Annual Meeting, Directors shall be elected for terms of two (2) years to succeed those Directors whose terms expire at such Annual Meeting. Each Director shall hold office until his or her successor is duly elected and qualified, or until he or she otherwise lawfully ceases to hold such office. Directors may be elected to consecutive terms. (iii) At all times, 75% or more of the Directors must be residents of Old Saybrook Connecticut. (c) Annual Meeting. The Annual Meeting of the Board (herein called the "Annual Meeting") for the election of Directors and officers and other appropriate business, shall be held each year in October on the third Wednesday of the month at a time and place designated by the Board, or at such other date, time and place designated by the Board. At least ten (10) but not more than sixty (60) days' written notice specifying the date, time and place of such meeting shall be e-mailed (or mailed by United States Mail, postage prepaid if requested) to each Director prior to such meeting. (d) Regular Meetings. Regular Meetings of the Board shall be held on the third Wednesday of each month, or at least eight (8) times each year in accordance with a schedule established for the year by the Board at the Annual Meeting. In addition to the notice provided by any such schedule, at least five (5) but not more than thirty (30) days' written notice specifying the date, time and place of each Regular Meeting shall be given by e-mail (or mailed by United States Mail, postage prepaid if requested) to each Page 2 of 10

Director prior to each Regular Meeting. (e) Special Meetings. Special Meetings of the Board may be held at any time. Special Meetings may be called by the President whenever he or she deems it appropriate, and shall be called by the Secretary at the request of three (3) or more Directors. Notice specifying the date, time and place of a Special Meeting shall be given to each Director, by telephone, fax or otherwise, in such manner so as to be received at least two (2) days prior to the meeting. (f) Place of Meetings. The Board may hold its meetings at such place or places within or without the State of Connecticut as the Board may from time to time determine. (g) Waiver of Notice. (i) A Director may waive any notice required by the Certificate of Incorporation or Bylaws before or after the date and time stated in the notice. Except as provided by subsection (ii) of this section, the waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records. (ii) A Director's attendance at or participation in a meeting waives any required notice to him/her of the meeting unless the Director at the beginning of the meeting, or promptly upon his/her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. (h) Quorum. A majority of the number of Directors prescribed by the most recent resolution of the Board prescribing the number of Directors shall constitute a quorum for the transaction of business at all meetings of the Board. Any number less than a quorum may adjourn such meeting to a later date. If no number of Directors has been prescribed by the Board, then the number of Directors to be used in determining the presence of a quorum shall be the total number of Directors elected at the two most recent Annual Meetings. Page 3 of 10

(i) Action By the Board. The act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board, except as may otherwise be required by law or by the Certificate of lncorporation or the Bylaws. Each Director must act personally; there shall be no voting by proxy, power of attorney or other delegation method. (j) Action Without Meeting. Action required or permitted by the Connecticut Revised Nonstock Corporation Act, Chapter 602 of the Connecticut General Statutes as amended or replaced from time to time (herein called CRNCA) to be taken at a Board meeting may be taken without a meeting if the action is taken by all Directors. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each Director and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Electronic acknowledgement (e.g. e-mail, phone) may be used in lieu of signature by a Director. (k) Telephonic, etc., Meeting. The Board may permit any or all Directors to participate in any meeting of the Board by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. (l) Committees of the Board of Directors. The Board may create one (1) or more committees ("Board Committees"), such as an Executive Committee, and appoint Directors to serve on them. Each Board Committee shall have two (2) or more Directors, who shall serve at the pleasure of the Board. The creation of a Board Committee and Page 4 of 10

appointment of Directors to it shall be approved by a majority of all the Directors in office when the action is taken. To the extent specified by the Board, either in the resolution creating the Board Committee or a subsequent resolution approved by a majority of all the Directors in office at the time, each Board Committee may exercise the authority of the Board under Article III of these Bylaws. A Board Committee may not, however: (1) fill vacancies on the Board or on any of the Board Committees; (2) amend the Certificate of Incorporation; (3) adopt, amend or repeal bylaws; (4) approve a plan of merger; (5) approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of the Corporation except as permitted under Section 33-1101 of the CRNCA; or (6) approve a proposal to dissolve. (m) Removal of Directors Filling Vacancies. A majority of all of the Directors of the Corporation at the time may remove anyone or more of the Directors at any time with or without cause. Removal may occur only at a meeting of the Board called for that purpose. At least ten (10) but not more than thirty (30) days' written notice specifying the time, date and place of such meeting shall be e-mailed (or if requested mailed by United States mail), postage prepaid to each Director prior to such meeting, and the notice of meeting must state that the purpose, or one of the purposes, of the meeting is the removal of the Director or Directors, as the case may be. A Director may resign at any time by delivering written notice to the Board. Any vacancy on the Board may be filled by (a) the Board, or (b) the Directors remaining in office, even if they constitute less than a quorum of the Board, by affirmative vote of a majority of all the Directors remaining in office. The term of a Director elected to fill a vacancy expires at the next Annual Meeting of the Directors. Page 5 of 10

ARTICLE IV Officers (a) General. The Corporation shall have a President, a Vice President, a Treasurer and a Secretary, and such other officers as the Board may from time to time appoint, including one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. The Officers shall be elected by the Board at the Annual Meeting from among those individuals who are Directors of the Corporation at the time of such election.. Any two (2) or more such offices may be held by the same person. The duties of officers of the Corporation shall be such as are prescribed by these Bylaws and as may be prescribed by the Board. (b) President. The President Shall (i) preside at meetings of the Board, (ii) develop meeting agendas, (iii) serve as the official representative at meetings of the Connecticut Junior Soccer Association (CJSA) and CJSA-Southeast District, or shall appoint a designee from among the other officers to serve as official representative, and (iv) perform such other duties as shall be assigned to him or her by the Board from time to time. (c) Vice President. Subject to any restrictions imposed by the Board, any Vice President shall (i) perform the duties and have the powers of the President during the absence or disability of the President, and (ii) perform such other duties as may be assigned to him or her by the Board from time to time. (d) Secretary. The Secretary shall (i) be responsible for preparing and keeping a record of the minutes of the proceedings of all meetings of the Board, including a record of attendance, and for authenticating records of the Corporation, (ii) make meeting Page 6 of 10

minutes available to all Directors at least three days prior to the next scheduled meeting, and (iii) issue all notices required by law or by these Bylaws. He or she shall have the custody of the seal of the Corporation and all books, records and papers of the Corporation, except as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by a resolution of the Board, and shall discharge all other duties required of such officer by law or assigned to him or her from time to time by the Board or as are incident to the office of Secretary. (e) Treasurer. The Treasurer shall (i) oversee the custody of all funds of the Corporation, (ii) supervise the keeping of full and accurate accounts of receipts and disbursements of all funds of the Corporation, and oversee the maintenance of the accounting books and records of the Corporation, (iii) supervise the deposit of all monies and valuable effects in the name and to the credit of the Corporation in depositories designated by the Board. (iv) be in charge of purchasing, (v) prepare or cause to be prepared an annual budget for the Corporation and shall submit it to the Board prior to the beginning of each fiscal year (April 1 st ) of the Corporation, (vi) prepare or cause to be prepared annual financial statements for the Corporation in form and substance satisfactory to the Board and submit such financial statements to the Board prior to each Annual Meeting, (vii) report to the Board periodically on the financial condition of the Corporation in such detail as the Board may request from time to time, and (viii) discharge all other duties required of such officer by law or assigned to him/her from time to time by the Board or as are incident to the office of Treasurer. (f) Assistant Secretary. Each Assistant Secretary, if any, shall assist the Secretary in the Page 7 of 10

performance of such officer's duties, shall perform the duties of the Secretary in the absence of the Secretary, and shall have such other duties and responsibilities as may be assigned from time to time by the Secretary or the Board. (g) Assistant Treasurer. Each Assistant Treasurer, if any, shall assist the Treasurer in the performance of such officer's duties, shall perform the duties of the Treasurer in the absence of the Treasurer, and shall have such other duties and responsibilities as may be assigned from time to time by the Treasurer or the Board. (h) Terms of Office. Each Officer named in this Article IV shall serve for the term of two (2) years and until his/her successor shall be duly designated, but any officer may be removed by the Board at any time, with or without cause. Vacancies among the officers by reason of death, resignation or other causes shall be filled by the Board. The period between consecutive Annual Meetings shall be deemed one (1) year for this purpose. There shall be no limit on years of consecutive service by officers. ARTICLE V Non-Board Committees and Coordinators In addition to the Committees of the Board provided for in Article III, Section (1), the Board may appoint committees having one or more persons who are not directors when deemed necessary by the Board, to have such duties as shall be specified by the Board from time to time. No such committees shall have or exercise the authority of the Board. Each such committee shall be subject to the direction and control of the Board and shall report to the Board. Each such committee shall be comprised of adults who seek to dedicate their time, talents or efforts to the soccer program, and at least one of which shall be a member of the Board of Directors. Page 8 of 10

(a) General. The programs of the Corporation shall comply, as appropriate, with the guidelines, bylaws, rules and regulations provided in the current version of the CJSA Guide to Junior Soccer in Connecticut. (b) Other Programs. The Corporation may provide such other soccer programs as shall be deemed appropriate from time to time by the Board. ARTICLE VIII Code of Conduct All red card offenders in programs addressed in Article VII shall appear before the Board of Directors or subcommittee appointed by the Board before resuming their duties as players or coaches. Applicable guidelines and rules from CJSA Guide to Junior Soccer in Connecticut (Section 7000, Discipline) shall also apply. ARTICLE IX Seal The seal of the Corporation shall have inscribed thereon the name of the Corporation, the word Seal and the word Connecticut, and shall be in the custody of the Secretary. ARTICLE X Fiscal Year The fiscal year of the Corporation shall commence on April 1 each year. ARTICLE XI Alcoholic Beverages The corporation may from time to time provide modest refreshments during business meetings but will not provide or purchase any alcoholic beverages at any time. Page 9 of 10

ARTICLE XII Amendments These Bylaws may be altered, amended or repealed by vote of two thirds of all of the Directors of the Corporation at the time, subject to the provisions of the CRNCA as to any amendment which changes a voting or quorum provision, provided that notice of the proposed change and a written copy of the change has been given to each director not less than ten days prior to the meeting, and provided further that no amendment shall be effective which shall cause the Corporation to lose its status as a 501(c)(3) tax-exempt organization. Page 10 of 10