FIRST AMENDED CONSTITUTION & BY-LAWS OF HILL COUNTRY CRUSH SOCCER ACADEMY, INC., A TEXAS NON PROFIT CORPORATION

FIRST AMENDED CONSTITUTION & BY-LAWS OF HILL COUNTRY CRUSH SOCCER ACADEMY, INC., A TEXAS NON PROFIT CORPORATION ARTICLE I. NAME The name of this non-profit corporation is Hill Country Crush Soccer Academy, Inc. (hereinafter referred to as the Academy ). The purposes of the Academy shall be: ARTICLE II. PURPOSE 1. To create and develop competitive youth soccer teams for boys and girls of all ages and abilities, and across all levels of competitive and recreational soccer; 2. To attract, employ and continue the education of quality soccer instructors; 3. To develop and maintain practice facilities; 4. To prepare Academy players for participation at the collegiate level of play for all players so inclined; 5. To raise funds to promote youth soccer in the Kerrville Hill Country area; 6. For such other purposes as are consistent with the promotion of youth soccer. ARTICLE III. OFFICES 3.1. PRINCIPAL OFFICE. The Corporation's principal office in Texas will be located in Kerrville, Texas. The Corporation may have such other offices, in Texas or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office of the Corporation at any time. The Academy business office shall be maintained under the direction and authority of the President. 3.2. REGISTERED OFFICE. The Academy shall have and continuously maintain with the State of Texas a registered agent and a registered office, the location of which will be designated by the Board of Directors and as required by the Texas Non-Profit Corporation Act. The registered agent shall be the sitting Academy President unless the Board of Directors designates another individual or entity to be the Academy registered agent in his/her place. 1

ARTICLE IV. BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE 4.1. NUMBER. The Board of Directors of the Academy shall consist of no more than nine (9) nor fewer than five (5) members. 4.2. COMPOSITION. The voting members of the Board of Directors shall be composed of the following members: the President, the Vice President, the Secretary, the Treasurer, and Director of Coaching. 4.3. TERM. The members of the Board of Directors shall serve two (2) year terms. 4.4. TERM LIMITS. There is a limit of three (3) terms that an individual may serve as a member of the Board of Directors. Furthermore, there is no requirement that a member of the Board of Directors must have a child rostered with an Academy team in order to be eligible for the Board of Directors. 4.5. DUTIES OF DIRECTORS. Directors shall discharge their duties, including committee duties, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Academy s best interest. Directors are not deemed to have the duties of trustees of a trust with respect to the Academy or with respect to any property held or administered by the Academy, including property that may be subject to restrictions imposed by the donor or transferor of the property. 4.6. ACTIONS OF BOARD OF DIRECTORS. The Board of Directors will try to act by consensus. However, if a consensus is not available, the vote of a majority of directors present and voting at a meeting at which a quorum is present is enough to constitute the act of the Board, unless the act of a greater number is required by law or by some other provision of these Bylaws. A director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the Board's decision. For the purpose of determining the decision of the Board, a director who is represented by proxy in a vote is considered present. 4.7. PROXIES. A director may vote by proxy. All proxies must be in writing, must bear the signature of the director giving the proxy, and must be bear the date on which the proxy was executed by the director. No proxy is valid after three (3) months from the date of its execution. 4.8. COMPENSATION. Directors may not receive salaries for their services. The Board of Directors may adopt a resolution providing for paying directors a fixed sum and expenses of attendance, if any, for attending each Board of Directors meeting. A director may serve the Academy in any other capacity and receive compensation for those services. Any compensation that the Academy pays to a director will be reasonable and commensurate with the services performed. 4.9. REMOVING DIRECTORS. The Board of Directors may vote to remove a director at any time, but only with good cause. Good cause for removal of a director includes but is not limited to the unexcused failure to attend three (3) Board of Directors meetings in any twelve (12) month period. A meeting to consider removing a director may be called and noticed following the procedures provided in these Bylaws for a special meeting of the Board of Directors. The notice of the meeting will state that the issue of possibly 2

removing the director will be on the agenda and the notice will state the proposed cause for removal. At the meeting, the director may present evidence of why he or she should not be removed and may be represented by an attorney at and before the meeting. Also, at the meeting, the Academy will consider possible arrangements for resolving the problems that are in the mutual interest of the Academy and the director. A director may be removed by the affirmative vote of a minimum of 51 percent of the Board of Directors. 4.10 COMMITTEES. The Board of Directors may appoint various committees to act on matters pertaining to the daily operation of Academy in concert with existing policies of the Board of Directors. ARTICLE V. VOTING 5.1. VOTING POWERS 5.1.1 Directors. Each Member of the Board of Directors, shall have one (1) vote and only board members are allowed to vote. 5.2. METHOD OF VOTING. Voting shall be under the general direction of the President. All votes shall be oral and voting will be recorded by Secretary. 5.2.1. All candidates for elected office must be given the opportunity to speak and may be questioned by the membership prior to voting. 5.2.2. The slate of candidates for elected office shall be provided to the voting members prior to voting. 5.3. QUORUM. A majority of the number of directors then in office constitutes a quorum for transacting business at any Board of Directors meeting. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required for a quorum. If a quorum is never present at any time during a meeting, a majority of the directors present may adjourn and reconvene the meeting without further notice. ARTICLE VI. ELECTED OFFICERS 6.1. OFFICER POSITIONS. The Academy's officers will be a president, a vice president, a secretary, a treasurer, and a director of coaching, all offices as determined by the Board of Directors. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. 6.2. ELECTION AND TERM OF OFFICE. The Academy s officers will serve two (2) year terms. Any offices that become vacant because of the expiration of a term shall be filled by election as soon as possible. Each officer will hold office until a successor is duly elected and qualifies. An officer may be elected to succeed himself or herself in the same office. An officer by virtue of his or election to an Academy office does not automatically become a member of the Board of Directors. 3

6.3. REMOVAL. Any elected officer may be removed by the Board of Directors with or without good cause. 6.4. VACANCIES. The Board of Directors may select a person to fill a vacancy in any office for the unexpired portion of such officer's term by election. 6.5. GENERAL DUTIES AND RESPONSIBILITIES. All elected officers will: Act under the rules and regulations of the Academy Bylaws and the governing documents of the Academy s parent organizations as well as all relevant laws of the State of Texas and the United States of America. Act in a manner and try to make decisions that benefit all players and members of the Academy fairly and evenly, to the best extent possible. Act and make decisions that shield the Academy from future liability. 6.6. PRESIDENT. The President shall be the Chief Executive Officer of the Academy and shall preside at all meetings of the Academy, and at any meeting at which he/she presides, shall cast the deciding vote in the event of a tie or may waive the right to do so. The President shall be responsible for initiating operating plans for the Academy and submitting them to the Board for approval. The President shall have the authority to appoint and supervise additional persons and committees with the concurring Board approval. The President shall be the primary liaison to external organizations and may appoint delegates to any member club meetings; and with the Treasurer(s), shall assist in preparing and overseeing budgets. The President shall annually recommend to the Board of Directors individuals to serve on an auditing committee to examine the Treasurer s books to verify his/her financial report, and shall exercise such other duties and responsibilities, which are necessary or appropriate for the proper management of the Academy or as assigned by the Board of Directors. 6.7. VICE-PRESIDENT. The Vice-President shall succeed to the duties and responsibilities of the President in his/her absence. The Vice-President shall learn the duties of the President and shall coordinate all Academy projects with other officers and volunteers. The Vice-President may appoint other individuals as needed to carry out his/her duties and responsibilities; and in the event either the President or Treasurer is unavailable or unable to sign checks for expenditures, the Vice-President may do so. The Vice-President shall fill in for the President at meetings when the President is unable to attend and assist the President as alternate liaison to other organizations 6.8. SECRETARY. The Secretary shall: 6.8.1. record the minutes of General Meetings, the Board of Directors, and Executive Committee meetings; 6.8.2. attend to all correspondence not handled by the President or Vice- President; 6.8.3. maintain or oversee the records of the Academy; 6.8.4. keep a complete list of members of the Board of Directors, officers, and volunteers of the Academy as specified herein; and 6.8.5. organize and oversee the conduct of each Academy meeting of the Executive Committee, Board of Directors, and General Meeting to ensure such meetings comply with the requirements hereof;. 6.8.6 be the parent liaison on the board. 4

6.9. TREASURER. The Treasurer shall: 6.9.1. collect all funds due to the Academy; 6.9.2. responsibly manage all funds of the Academy; 6.9.3. keep a detailed account of income and expenditures in accordance with generally accepted accounting principles consistently applied; 6.9.4. submit a financial report at each regular Board of Directors meeting and at the request of the President; 6.9.5. review and obtain approval from the Board of Directors to pay any bills of the Academy in excess of $2,000.00; 6.9.6. cooperate in supplying promptly when requested the financial books and records to appointed auditors, or the President for examination, audit and/or tax related matters; and will also recommend an annual audit and/or a CPA firm to prepare and file all forms and returns required by the Internal Revenue Service; and The Board of Directors may an assistant treasurer to assist with the finances of the Academy. 6.11. 6.10DIRECTOR OF COACHING The Director of coaching shall: 6.11.1 be responsible for all coaching decisions including hiring, training, and supervision of coaching staff as well as decisions involving what division/level a team will compete in each season. 6.11.2 be responsible for annually submitting a request of coaching pay compensation to the board. 6.11.3 be responsible for developing and implementing training curriculum for all levels of players. 6.11.4 be responsible for enforcing all board policy decisions with the coaching staff. 6.11.5 be responsible for being the liaison between the Board of Directors and the coaching staff. 6.11.6 attend all meetings associated with the Director of Coaching position for AAYSA, STYSA, WWDOA or assign designee. 6.12. PROHIBITED ACTS. As long as the Academy exists, and except with the prior approval of the Board of Directors, no director, officer, or committee member of the Academy may: (a) do any act in violation of these By-laws or bind the Academy to an obligation; (b) do any act with the intention of harming the Academy or any of its operations; (c) do any act that would make it impossible or unnecessarily difficult to carry on the Academy s intended or ordinary business; (d) receive an improper personal benefit from the operation of the Academy; (e) use the Academy s assets, directly or indirectly, for any purpose other than carrying on the Academy s business; (f) wrongfully transfer or dispose of Academy property, including intangible property such as good will; (g) use the Academy s name (or any substantially similar name) or any trademark or trade name adopted by the Academy, except on behalf of the Academy in the ordinary course of its business; or 5

(h) disclose any of the Academy s business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it. (i) utilize social media to make defamatory remarks against the organization, organization s staff or volunteers, or players. (j) utilizae social media to make defamatory remarks on behalf of organization. ARTICLE VII. EXECUTIVE DIRECTOR / PERSONNEL The Academy may employ an Executive Director. The Executive Director shall serve at the discretion of the Board of Directors and shall report to the President. If no Executive Director is employed by the Academy, any and all duties of the Executive Director shall fall to the President, who may delegate such duties to other officers as he/she sees fit. The Board of Directors may choose to hire full time/part time employees for specific tasks and duties. ARTICLE VIII. RULES AND PROCEDURES From time to time the Board of Directors may approve rules and procedures for the orderly functioning and to accomplish the purposes of the Academy. Proposed rules and procedures must be made in writing to the Secretary. ARTICLE IX. AMENDMENTS Any proposals or motions to amend the By-Laws must be made verbally and discussed at general meeting or in writing to the Secretary. Amendments to these By-Laws may be made at general or special meeting of the Board of Directors by a majority vote of the Directors. If a Board member must be absent at the voting time they may vote in proxy in advance. Amendments to the By-Laws shall include an effective date. ARTICLE X. CODE OF CONDUCT All Academy players, coaches, parents, and officials shall follow the respective STYSA and HCCSA Codes of Conduct, except as further modified in this section of the By-laws. ARTICLE XI. REGISTRATION OF PLAYERS 6

11.1. Academy players shall be registered according to STYSA rules except where STYSA rules are further restricted by AAYSA or as restricted in this section of the Academy By-laws. 11.2. Interpretations of rules must cite the governing document and rule number. ARTICLE XII. COMPETITIVE TEAMS 12.1. Competitive teams shall follow STYSA, WDDOA and AAYSA rules except as further restricted in this section of the By-laws. 12.2. Division I and Premier League teams shall be registered through WDDOA and shall follow its rules and regulations. ARTICLE XIII. COMMITTEES 13.1. The Academy shall create and empower committees as necessary to conduct the business of the Academy. The President shall appoint members to committees and shall serve as an ex officio member on all committees. 13.2. REMOVAL. The members of any committee may be removed by the Board of Directors whenever in its judgment the best interests of the Academy shall be served by such removal. 13.3. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments. ARTICLE XIV. FISCAL YEAR The fiscal year of the Academy shall end June 30th of each year. ARTICLE XV. COMPLAINT AND INQUIRY PROCEDURES 15.1. All complaints, inquiries and specific team operations issues or problems received by the Academy shall be investigated by the Board of Directors or a committee appointed for that purpose. 15.2. The Board of Directors reserves the power to resolve complaints and enforce penalties and discipline on its members. 15. 3 The process for resolving complaints and inquiries are as follows: a. For team specific issues, parent and/or player must first discuss with coach. b. If coach is unable to resolve issue, then parent and/or player may escalate to Director of Coaching. 7

c. If Director or Coaching is unable to resolve issue, then parent/player should then send a mailed letter addressed to attention of Secretary outlining issue. This should be mailed to: HCCSA P.O. Box 290010 Kerrville, TX 78029 d. For general club complaints or inquiries, the concerned party should send a mailed letter addressed to attention of Secretary outlining the issue. Should be mailed to above address. ARTICLE XVI. MINUTES, RECORDS AND REPORTS 16.1. The Academy will keep correct and complete books and records of account. Any team manager, director, officer, or committee member of the Academy may inspect and receive copies of all the corporate books and records required to be kept under the Bylaws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Academy. The inspection may take place at a reasonable time and place, no later than five working days after the Academy receives a proper written request. The Board of Directors may establish reasonable copying fees. 16.2. The Academy will not sell or provide its player, volunteer, or parent information for commercial purposes. ARTICLE XVII. FINANCIAL 17.1. POLICIES AND PROCEDURES. The Board of Directors shall adopt policies and procedures outlining the financial policies of the Academy as recommended by the Treasurer or as required by law. 17.1.1. Board of Directors approval will be required on all Academy checks in excess of $2,000.00. 17.2. EMERGENCY FUND AND CASH RESERVE. The Academy shall maintain a minimum cash balance in its bank account in an amount sufficient to cover anticipated expenses between seasons. The Treasurer(s) shall recommend the specific amount annually and the Board shall ratify this amount during adoption of the annual budget. The organization shall also maintain a separate account for financial aid funds. 17.3. EXCESS REVENUES. Excess revenues, or profits, from the previous fiscal year shall be used in the following fiscal year as deemed appropriate by the Board of Directors. All such reserves shall be created and held in such a way as to not jeopardize or threaten the Academy s designation as a 501(c)(3) corporation. 17.4. BUDGET. The Board of Directors shall adopt annually a budget and fee schedule prior to the beginning of its fiscal year. 17.5. REQUIRED FILINGS. The Academy shall comply with all legal requirements. 8

17.5.1. The names and addresses of current officers shall be filed annually with the appropriate government agencies as required by law. 17.5.2. Copies of the Academy s governance documents and required legal filings shall be made available to the public as required by law. These documents may be posted on the Academy s website. 17.5.3 Post Bylaws on HCCSA website. 17.6. LOANS. No loan shall be contracted on behalf of the Academy and no evidence of indebtedness shall be issued in its name unless authorized by a specific resolution of the Board of Directors. ARTICLE XVIII. DISSOLUTION Upon dissolution of the Academy, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Academy 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 XIX. MISCELLANEOUS 19.1 HEADINGS. Headings used in these By-laws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation. 19.2. LEGAL AUTHORITIES. These By-laws will be construed under Texas law. All references in these By-laws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time. 19.3. LEGAL CONSTRUCTION. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision. 19.4. NUMBER. All singular words include the plural, and all plural words include the singular. 19.5. POWER OF ATTORNEY. A person may execute any instrument related to the Academy by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary to be kept with the corporate records. 9

19.6. PARTIES BOUND. The By-laws will bind and inure to the benefit of the directors, officers, committee members, employees, and agents of the Academy and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the bylaws otherwise provide. CERTIFICATE OF SECRETARY I certify that I am the duly elected and acting Secretary of Hill Country Crush Soccer Academy, Inc. and that these Bylaws constitute the Academy's Bylaws. This First Amended Constitution and Bylaws of Hill Country Crush Soccer Academy, Inc. were duly adopted at a meeting of the Board of Directors held on June 13, 2012. Jenna Cummings, Secretary 10