BYLAWS Lawton Soccer Club, Inc.

BYLAWS Lawton Soccer Club, Inc. Article I. DEFINITIONS Section 1.01 DEFINITIONS: Unless the context clearly requires otherwise, in these Bylaws: (a) BOARD means the Board of Directors of Lawton Soccer Club (LSC). (b) BYLAWS means these Bylaws as adopted by the Board and includes amendments subsequently adopted by the Board of the Members. (c) Complex means the Big Green Soccer Complex (the soccer fields and facilities located thereon.) (d) FIFA means the Federation International de Football Association (e) LSC means the name of the corporation, Lawton Soccer Club, Inc. (f) MEMBER means a Member of LSC as defined in Article III. (g) OSA means the Oklahoma Soccer Association. (h) District III of the Oklahoma Soccer Association. (i) SECTION refers to the section of the Bylaws. (j) TEAM means a LSC designated or named group of a number of players currently registered with LSC and assigned or formed under the guidelines of LSC. (k) USSF means the United States Soccer Federation. (l) USASA means the United States Adult Soccer Association. (m) USYSA means the United States Youth Soccer Association. (n) VOTING MEMBER refers to a Member as set forth in Article III, Section 3.02, with the right to vote. (o) Volunteer refers to other positions of responsibility not associated with Members of the Lawton Soccer Club. 1

Section 1.02 TITLE OF OFFICE: The title of an office refers to the person or persons who at any given time perform the duties of that particular office for LSC. Article II. Purpose and Affiliations Section 2.01 PURPOSE: LSC is formed as a non-profit, soccer educational organization dedicated to the support of youth and adult soccer education, and propagation of the game of soccer in and around the community of Lawton, Oklahoma. It is affiliated with the OSA, USASA, USYSA, USSF, and FIFA. Through these affiliations, LSC is the officially sanctioned youth soccer program for the Lawton area. As such, its membership is therefore required to abide by the policies of the LSC Recreational, Competitive, and Adult leagues and it is understood that any soccer group that is not a member of LSC, and therefore the, in this area will not be officially affiliated with the USSF. Section 2.02 PHILOSOPHY: LSC will provide age-appropriate learning environments for our members to teach and to learn technical skills while focusing on long-term player development and inspiring a life-long passion for the game for all players, no matter their level of skill or commitment. LSC, as an affiliate of OSA, adopts - Article II of the OSA Bylaws to wit: At the central core of the LSC, lies the deep conviction that soccer should be played in a friendly, but competitive manner. As soccer enthusiasts, we have been disheartened by the stressful, argumentative, and overly competitive atmosphere that has persisted in other youth sports, and while it is understood that tempers may flare during any athletic event, this behavior must be kept to a minimum to preserve the congenial surroundings of friendly competition. All spectators are urged to adopt this attitude, for it is the foundation upon which the LSC is based. It is also the purpose and requirement that, except for health or appropriate disciplinary reasons, all LSC registered recreational players and all youths participating in the LSC recreational program should be allowed to play at least one-half of every soccer game involving their team. The LSC, also stipulates that our youth soccer program shall not reject any player's application for reasons of race, color, creed, religion, national origin, sex, or other discriminatory practices as are prohibited by law. Article III. MEMBERS 2

Section 3.01 MEMBER: Members of LSC shall be parent(s) or legal guardian(s) of current registered players, and current registered LSC coaches, assistant coaches, school coordinators, and volunteers of Lawton Soccer Club. Section 3.02 VOTING MEMBERS: Members who have the right to vote in matters concerning LSC shall be current registered players of legal voting age, coaches, assistant coaches, coordinators, board members, and any past President of LSC in good standing with the club. No individual who participates in an LSC league through an interplay agreement may be eligible to vote. Section 3.03 ASSOCIATE MEMBERS: Associate Members are non-voting members and who are adults (age 18 and over) interested in furthering the sport of soccer and the betterment of LSC, that have requested membership in writing to the Board, and have been approved by the Board of LSC. Also, all coaches and trainers of LSC teams who are not otherwise Members shall be Associate Members. Section 3.04 TERMINATION OR SUSPENSION OF MEMBER OR ASSOCIATE MEMBER: The membership of any Member or Associate Member may be terminated or suspended at such time as shall be deemed necessary for disciplinary reasons by a 2/3 vote of the Executive Committee when in the opinion of the Executive Committee: (a) It is determined by the Executive Committee that a Member or Associate Member has not acted in the best interests of youth soccer and the LSC; or (b) It is determined by the Executive Committee that a Member or Associate Member has willfully violated any of the rules, regulations, Bylaws, or the Procedures Manual of the LSC; or (c) It is determined by the Executive Committee that a Member has willfully violated any of the rules and regulations or Bylaws of any organization with which LSC is affiliated; or (d) The Member or Associated Member has been formally charged or convicted of any felony or a violent crime against a minor child or children. Section 3.05 NOTICE OF HEARING ON SUSPENSION OR TERMINATION: The Executive Committee as explained in section 8.06 (a)(i) shall notify in writing the Member or Associate Member of the date and time of the meeting to review the proposed suspension or termination of the membership of a Member or Associate Member and the basis for seeking such member's membership being terminated or suspended. Such notification shall be sent to the Member or Associate Member seven calendar days prior to the date of the hearing. Section 3.06 MEMBER MAY PRESENT EVIDENCE AT EXECUTIVE COMMITTEE MEETING: The Member or Associate Member may present to the Executive Committee any documentation or witnesses to support the member's membership not being terminated or suspended. 3

Section 3.07 BASIS FOR DETERMINATION: The decisions of the Executive Committee will be determined after consideration of any written reports and/or upon oral presentation by the parties seeking the suspension or termination of the membership of the Member or Associate Member. Section 3.08 NOTIFICATION OF TERMINATION OR SUSPENSION: A Member or the Associate Member shall be notified in writing of their membership suspension or termination by the Executive Committee within five (5) business days of the meeting of the Executive Committee determining suspension or termination of the membership. This notice shall include reason(s) for suspension and duration of such suspension or termination of membership and shall be signed and dated by the President of LSC. Section 3.09 SUSPENSION: Any membership that is suspended under this Article III shall be prohibited from participating at the LSC Complex as a spectator, coach or player in any LSC or OSA sponsored soccer event during the time of suspension. Section 3.10 TERMINATION: Any membership that is terminated under this Article III shall be prohibited from participating at the LSC Complex as a spectator, coach or player in any LSC or OSA sponsored soccer event, up to four years. An individual may re-apply for membership after their suspension time. Such application shall be in writing delivered to the President of LSC and shall state the basis for seeking membership. A 3/4th majority of the Board shall be required to approve such membership. Section 3.11 APPEALS OF DECISION OF EXECUTIVE COMMITTEE TO SUSPEND OR TERMINATE MEMBERSHIP: Appeals of the decisions of the Executive Committee as well as other committees, when applicable, shall be in accordance with Article XII. Appellate Procedures. Section 3.12 Conflict of Interest Policy and Statement. Lawton Soccer Club (LSC) recognizes that to fulfill its responsibilities to its members and to the public at large, it is dependent upon the dedication of the Board of Directors, its officers, employees and staff, all members of committees, all other representatives, and its volunteers. Because one aspect of determining qualifications of each of these individuals is the avoidance of conflicts of interest, the following policy has been adopted. A conflict of interest is defined as any relationship in which a person receives compensation, remuneration, of other tangible benefits from any individual or entity that does business with and has an interest in the policies, decisions or operations of Lawton Soccer that could influence or be perceived to influence the person s objectivity in any decision-making process involving policies, decisions or operations. In general, LSC expects every person to be constantly aware of the dangers inherent in situations that give rise to conflict of personal interests with those of LSC. Although complete avoidance of all conflict of interest is not always possible, LSC expects that kind of loyalty and ethical consciousness that will motivate an individual to recognize situations and circumstances that could produce a conflict. All individuals should avoid any actions that might result in or create the appearance of: Using associations with LSC for private gain; 4

Granting by LSC of unwarranted preferential treatment to any person or organization; Using LSC s confidential information for financial or personal gain: Compromising LSC s independence or impartiality: Adversely affecting public confidence in the integrity or the reputation of LSC; Endangering life, health or safely. Consequently, LSC representatives shall refrain from engaging in any transaction with or on behalf of LSC in any type of situation in which such individual has a duty to protect LSC s interest therein and a simultaneous opportunity to realize a personal gain or benefit. Additionally, no person shall accept or engage in any activity, business or employment that will conflict with LSC s interest or diminish the ability of the individual to render to LSC full, loyal and undivided service. Finally, participants shall at all times avoid not only actual conflicts of interest but also the appearance of a conflict of interest. The appearance of a conflict of interest can be as damaging as an actual conflict. Each individual is encouraged to develop and maintain an attitude of awareness of those situations in which an appearance of conflict might arise. If a conflict of interest should arise, each and every individual has the responsibility to take the necessary action to inform the President, who shall inform the Board of Directors about the conflict, and to avoid any participation in decision making regarding the action. When there is a doubt whether a conflict of interest exists, the matter shall be resolved by the Board of Directors. Should any member of the Board be in this circumstance, he or she shall excuse himself or herself from the decision and report on doing so to the President. Additional examples of actual or potential conflicts of interest: Direct (and at times indirect) personal involvement with licensees, suppliers, service providers, sellers, contractors, and customers of LSC; Ownership of an interest or any financial interest, direct or indirect, in such an entity, including personal or familial employment: Acting in any capacity in such an entity: Acceptance of payments, services, property, loans, or any financial interest, direct or indirect, from such an entity; Ownership of property or any financial interest, direct or indirect, affected by actions of LSC; Ownership of property or any financial interest, direct or indirect, acquired as a result of LSC s confidential information; Outside employment or any interest, direct or indirect, which might impact job performance or efficiency; Outside activities or any interest, direct or indirect, in civic, professional or political organizations which might involve improper and unauthorized divulging of LSC data; and use of his or her position at LSC to extend an offer of employment to a spouse, family member or business associate. 5

This policy applies to the full Lawton Soccer Club organization and all Directors and employees of LSC shall complete the below form annually in accordance with this Policy. Please disclose and list any existing or potential conflicts that you may have with LSC and/or its operations (use a separate sheet if necessary). I acknowledge that I have been given a copy of the Lawton Soccer Club Conflict of Interest policy, that I have read it, and that I understand its terms and procedures. Further, I agree to abide by it. Signature: Date: Printed Name: Position: Policy Approved by the Lawton Soccer Club Board of Directors on: Article IV. MEETINGS OF MEMBERSHIP Section 4.01 ANNUAL MEETINGS: There shall be an annual meeting of members during the spring calendar year. The date of such meetings shall be determined by the Board. Section 4.02 PURPOSE OF ANNUAL MEETINGS: The membership meetings shall meet for the purposes of electing officers, receiving reports of officers and committees, and for any other business that shall arise. Section 4.03 SPECIAL MEMBERSHIP MEETINGS: Special membership meetings may be called by the Executive Committee provided the general membership will have been given at least seven days notice by any of the following methods, mail/e-mail/web site/newspaper, of such meeting and that such notice shall state the purpose of the meeting. Section 4.04 NOTICE OF ANNUAL OR SPECIAL MEETINGS: The Board shall give notice of each meeting of the membership, whether annual or special, not less than 10 days nor more than 60 days before the date of the meeting. Every notice of the annual or special meeting shall state the date, time, and place and the purpose of such meeting. 6

Section 4.05 QUORUM: At the Annual meeting and at any Special Membership meeting the Voting Members present shall constitute a quorum and majority vote shall govern. Section 4.06 PROXIES: Proxies of Voting Members shall not be accepted. Article V. DIRECTORS Section 5.01 GENERAL POWERS: The business and affairs of the Corporation shall be managed by its Board of Directors that may exercise all such powers of LSC and do all such lawful acts and things as are not by statute or by Articles of Incorporation or these Bylaws directed or required to be exercised or done by the members. Section 5.02 NUMBER OF DIRECTORS: The number of Directors, which shall constitute the whole Board, shall not be less than three (3). Within the limits specified, the number of Directors shall be determined by resolution of the Board or by members at the Annual Meeting. The Directors shall be elected at the annual Meeting of the members or at a Special Meeting of members held for that purpose and each Director elected shall hold office until his successor is elected and qualified. Section 5.03 QUALIFICATIONS: Only Voting Members may serve on the Board with the right to vote at Board Meetings. No Member may be a Director of the Board if such member has been convicted of a felony, violent crime or crimes against children. All Directors will complete and submit the OSA volunteer disclosure form. A Director who fails to submit the required form in a timely manner shall be disqualified. Section 5.04 NOMINATIONS OF DIRECTORS: The President, at either the January or February executive meeting shall submit to the Board for approval the names of Members who shall serve as a Nominating Committee. The Board shall by a vote appoint the Nominating Committee of five (5) LSC Members. This Committee shall consist of two (2) Directors; one (1) Recreational Coach, one (1) Competitive Coach or Team Manager and one (1) parent of a current LSC registered player. The coaches and parent shall not be members of the Board. Once formed, it shall be the duty of this Committee to nominate and present the candidates to the Board. The Nominating Committee will accept additional nominations from the membership from the close of business from the January/February meeting until the 21 st day of March of that same year, after which, no further nominations will be accepted. The Nominating committee shall notify the membership of its recommendations at the April Board Meeting. The President, CFO, Registrar, Recreational Director, Adult Soccer Director, and Public Affairs Officer shall be elected in the even number years. The C.O.O, Vice President, Treasurer, Director of Coaching, Competitive Director, shall be elected in the odd number years. Section 5.05 ELECTION AND TERM: All Directors shall be elected by ballot for a two-year term. All Directors shall hold office until resignation, removal, disqualification or their successors are elected and qualified. Their terms of office shall begin at the close 7

of the regular Board Meeting after they are elected. The Directors who are not Officers shall be elected at a Board Special meeting to be determined by the Board of Directors. Section 5.06 LIMITATION AS TO TERM OF OFFICE: The term of a Director who is appointed to fill a vacancy or new Directorship will not be included in the term limit if said term is less than eight (8) months. A director filling the position of President shall not serve more than 2 consecutive terms as president of LSC. Section 5.07 VOTING MEMBERS OF THE BOARD: The voting members of the Board shall consist of the Officers as set forth in Article VII, Sec. 7.01, who shall be known as the Executive Committee. Section 5.08 DUTIES OF DIRECTORS AS COORDINATORS: Directors who serve as Coordinators shall be responsible for ensuring that the Bylaws and Procedure Manual of LSC are complied with by the Members in the areas of such Director's responsibilities. Such Directors duties and authority shall include among other things: (a) Directors shall provide information to Members and the Board concerning their area of responsibility. (b) Directors may nominate any Member as a Commissioner/Field Marshal to assist them in the performance of their duties (c) Directors serving as Coordinators shall, among other things, be responsible for recruiting players in their school or areas of responsibility. (d) All other Directors serving as Coordinators shall be responsible for coordinating and, subject to Board approval, establishing qualifications of Members in their area of responsibility. Section 5.09 Reserved Section 5.10 REFEREES COORDINATOR: The Referees Coordinator, whom is appointed, shall chair the Referee Association and will oversee the LSC referee assignor. Section 5.11 SPECIAL PROJECTS COORDINATOR: The Special Projects Coordinator shall assist the Public Affairs Director and coordinate public relations and publicity, including the Web site and LSC tournament publicity, and shall coordinate with other organizations concerning Board-approved activities held at the Big Green Complex. The Special Projects Coordinator shall perform such other duties as may be assigned by the President and the Public Affairs Director. Section 5.12 REMOVAL OF A DIRECTOR: A director may be removed from office, only for cause, in the following manner: 8

(a) Impeachment by the Executive Committee. If the Executive Committee votes to impeach, any such vote by the Executive Committee shall be approved by a threefourths (3/4ths) majority of the Board of Directors. (b) An officer or director may be suspended by any two (2) members of the Executive committee, if in the opinion of such Officers, the safety, well-being, or security of LSC property, funds, or members are threatened by the continuance of the accused officer or director in office. The Executive Committee must meet within seven (7) calendar days from the date of suspension and either rescind the suspension or bring impeachment charges before the Board. (c) Cause -- for the purpose of this section is defined as: Malfeasance of office, abuse of office, missing three consecutive regularly called monthly meetings, actions detrimental to the well-being of soccer, actions not in keeping with the purpose of LSC, or formal charges for the commission of a violent crime or crime against a minor child. (d) If the Director whose impeachment is being sought is a member of the Executive Committee and the Executive Committee votes to impeach, then in such event that Director's vote shall not be considered in determining the total number of votes cast in that vote. (e) At any membership meeting called specifically for the purpose of impeachment, any Director of LSC shall be removed by a two-thirds vote of all eligible Voting Members of LSC. Section 5.13 RESIGNATIONS: Any Director may resign at any time by giving written notice to the Board or to the Secretary of LSC. Any resignation shall take effect upon receipt or at the time specified in the notice. Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance by the Board. Section 5.14 VACANCIES AND NEWLY CREATED DIRECTORSHIPS: Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by the majority vote of the Directors then in office, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an election of Directors shall be held in the manner provided by statute. Section 5.15 DELEGATION OF AUTHORITY: Notwithstanding any provision of these Bylaws to the contrary, the President or the Board may delegate the powers or duties of any director to any other director or agent. Section 5.16 NON-VOTING MEMBERS OF THE BOARD: The non-voting members of the LSC Board are the Referee Coordinator, The Special Projects 9

Coordinator, League Scheduler, and Website Administrator. These members shall perform such duties as assigned by the board. Section 5.17 LEAGUE SCHEDULER. The league scheduler, upon receipt of the teams and divisions from the registrar, shall provide a schedule of games for each age group in which sufficient team exist to create a viable league. The scheduler will provide this schedule for review to the COO, Recreational Director, Registrar, and Director of coaching for the purpose of identifying schedule errors prior to release. The scheduler will manage game change requests and will coordinate these with the Referee Assignor and Referee Coordinator. Section 5.18 WEBSITE ADMINISTRATOR. The Website Administrator shall manage the website for the LSC Board of Directors. He/she will make updates and changes to the website as directed by the LSC Board of Directors. The website Administrator will manage the content of the website and ensure the website s functionality. Any member of the Board of Directors may authorize a post of information to the website provided they notify the Board of directors of said post and there are no objections from the board. The website Administrator works directly with the Public Affairs Director to disperse information to our members and to create a positive image for LSC. Article VI. MEETINGS OF THE DIRECTORS Section 6.01 REGULAR MEETINGS. Regular Board meeting(s) pre-season and post season in the spring and fall shall be held unless changed by the vote of the Board at which time the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings or meetings of the Board, or shall be specified in a written waiver signed by all of the Directors. Section 6.02 NOTICE OF REGULAR MEETINGS: Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. The regularly scheduled Board meeting is on the 3 rd Monday of each month. Section 6.03 PLACE OF MEETINGS: The Board may hold its meetings wherever designated by the Board or by the notice. Section 6.04 SPECIAL MEETINGS. The President or 3 of the Directors then in office may call a special meeting of the Board. The person or persons authorized to call a special meeting of the Board may fix any reasonable time as the time of the meeting and may fix a reasonable place for the meeting. Section 6.05 NOTICE OF SPECIAL MEETINGS: The person or persons calling a special meeting of the Board shall give written notice to each Director of the time, place, date and purpose of the meeting. Such notice shall be given not less than two days if by U.S. postal service, not less than 24 hours if by telegraph, telecopy, electronic 10

transmission or in person. A director may waive notice of a special meeting. Any meeting shall constitute a legal meeting without notice if all directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting or an approval of the minutes of the meeting. A notice or waiver of notice need not specify the purpose of the meeting or the business that the Board will transact at the meeting. Section 6.06 WAIVER BY PRESENCE: Except when expressly for the purposes of objecting to the legality of a meeting, a Director's presence at a meeting shall constitute a waiver of notice of such meeting. Section 6.07 QUORUM: At all meetings of the Board, a majority of the voting Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board, the Directors present there may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified and called. Section 6.08 CONDUCT OF BUSINESS: The Board shall transact business in such order and manner as the Board may determine. Except as otherwise required, the Board shall determine all substantive, procedural or other matters by the vote of a majority of the Directors present. Any Director may add to the Board's agenda any item germane to LSC's property, business or affairs. The Directors shall act as a Board, and the individual Directors shall have no power as such. Each meeting will allow for a general session for members of LSC to address concerns to the executive committee. The length of time for this session is determined and controlled by the Executive Committee. After the general session the executive committee shall hold the executive session. All votes of the board will occur during executive session. Section 6.09 ACTION BY CONSENT: The Board or a committee of the Board may take any required or permitted action without a meeting if all members of the Board or committee sign a written consent and file the consent with the minutes of the proceedings of the Board. Section 6.10 PROXIES OF THE DIRECTORS: A voting member of the Board may exercise any voting rights in person or by their proxy, provided such proxy is a voting member of the Board and is appointed by an instrument in writing, including electronically signed email, that he/she has subscribed and that the proxy is delivered to the Secretary of the meeting. A proxy is valid only for one meeting and shall expire after such meeting date. The attendance at any meeting of a Director who previously has given a proxy shall not revoke the proxy unless he/she notifies the Secretary in writing before the voting of the proxy. 11

Article VII. OFFICERS Section 7.01 OFFICERS: The Officers of LSC shall be composed of the following office holders, each of whom shall be a Director and a member of the executive committee: (a) President (b) Chief Operations Officer (c) Vice President (d) Chief Financial Officer (e) Treasurer (f) Recreational Director (In-House/Travel) (g) Competitive Director (h) Director of Coaching (i) Registrar (j) Public Affairs Director (k) Adult Soccer Director Section 7.02 ELECTION AND TERM: All Officers shall be elected by ballot for a two-year term at an Annual Meeting of the Members. All officers shall hold office until death, resignation, removal, disqualification or their successors are elected and qualified. Their terms of office shall begin at the close of the regular Board Meeting after they are elected. The office of President will have a term limit. No individual may fill the office of president for more than 2 consecutive terms. Section 7.03 NOMINATIONS OF OFFICERS: The nominations of officers shall be in the same manner as set forth in Article V, Section 5.04. NOMINATION OF DIRECTORS: and may be done by the same Nominating Committee. Section 7.04 LIMITATIONS: No Member shall hold more than one office at a time on the Board. The term of an Officer who is appointed to fill a vacancy or new position will not be included in the term limit if said term is less than eight (8) months. 12

Section 7.05 RESIGNATIONS: Any Officer of LSC may resign at any time by giving written notice of such resignation to the President. If the office of President is vacated by resignation, the resignation may be submitted to any other Director or Officer. Any resignation shall take effect upon receipt or at the time specified in the notice. Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance by the Board. Section 7.06 REMOVAL OF OFFICER: The removal of an Officer shall be in accordance with the provisions of Article V, Section 5.12. REMOVAL OF A DIRECTOR. Section 7.07 VACANCIES AND NEWLY CREATED OFFICES: Vacancies and newly created offices resulting from any increase in the authorized number of Officers may be filled by the majority vote of the available Directors then in office, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office then an election of Directors shall be held in the manner provided by statute. Section 7.08 TRANSFERRING OF EQUIPMENT AND RECORDS UPON RESIGNATION, REMOVAL OR COMPLETION OF TERM OF OFFICE: All Officers within seven days from resignation or removal from office or if not re-elected for another term of office, shall deliver to the President elect or a party designated by the President elect, all records, equipment and documents held by such Officer(s) by the close of business June 15th. Section 7.09 PRESIDENT: The President shall preside at all meetings of LSC and shall be the Chief Executive Officer of LSC. The President oversees the budget and the overall running of the club. He/she works with CFO, COO and VP to establish a budget for Soccer year and to ensure that the club is successful and accomplishes the goals set forth by the Board of Directors. He/she is a non-voting member for all committees. The President works with the Public Affairs Director and Special Projects Coordinator to establish the public image and fundraising ideas for LSC. The president does not vote on matters before the board except in the event of a tie vote. For any tie vote of the Board of Directors the president has the deciding vote. The president is the liaison between OSA leadership and Lawton Soccer Club. Section 7.10 CHIEF OPERATIONS OFFICER (C.O.O): The Chief Operations Officer shall act in the absence of the President with the same power and authority. The COO has the authority over daily running of the club. He/she works with the President, VP, and CFO to establish budget for the soccer year. The COO is responsible for coordination of all of the efforts of the directors to ensure cooperation and consistency of the organization. In the event that a directorship is unfilled, The COO is responsible for ensuring the fulfillment of those positions responsibilities by dividing them up among other directors. The COO oversees the entire facility, equipment and paid staff of LSC. 13

The COO conducts a semi-annual inventory of all LSC equipment. He/she is responsible for the hiring/termination/ and training of all paid positions with in the club. The C.O.O. conducts all operational duties for the successful accomplishment of the LSC. The C.O.O. shall maintain a complete copy of the LSC mailing list of the members and update such list semi-annually. Section 7.11 VICE-PRESIDENT: The Vice President works with the President, CFO, and COO to establish budget for the soccer year. The vice president ensures that all Standing committees are formed and functional. The VP oversees these committees and coordinates concerns, information, and questions from the members of LSC to the appropriate committee. The VP will direct the committees of their need to meet and discuss issues of the membership. The Vice-President shall chair the Bylaws and Amendments Committee, chair the Tournament Committee, and act as LSC Parliamentarian. He/she oversees the scholarship program and works with the CFO and the financial committee to coordinate the yearly amount of scholarship funds and the distribution of funds in accordance with the bylaws pertaining to the LSC scholarship. The VP works with the Public Affairs Director to promote tournament and scholarship program. The VP shall perform such other duties as may be assigned by the President of the Board. Section 7.12 CHIEF FINANCIAL OFFICER (CFO): Manages all of the financial affairs for LSC. He/she works with the President, COO, and VP to establish budget for soccer year. The CFO will ensure that the Financial Committee shall prepare and present a one-year budget for initial review by the Executive Committee during the month of November each calendar year. Such budget is to be reviewed and approved by the Board at the next Meeting. The CFO accounts for all of the money taken into and spent by the Lawton Soccer Club. He chairs the financial committee and makes monthly financial reports to the LSC Board of Directors. He is responsible for communicating the financial status of the club to enable the Board of Directors to make financially informed business decisions. He/she is responsible for managing the financial planning to achieve the goals established by the board of directors for LSC. The CFO works with COO for all payroll issues. He/she coordinates with the Registrar for collection and recording of registration fees and field use fees, and all accounts payable. The CFO works with the Public Affairs director and Special Projects director for recording of expenses and money raised. He/she works with the other directors as needed to track financial needs and disburse funds. Section 7.13 REGISTRAR: The Registrar is responsible for recording the registration of all playing members, verifying the eligibility of playing members, scheduling all team competition, keeping team records and standings, and collecting all fees and dues and turning them over to the Treasurer/Chief Financial Officer. The Registrar is responsible for accurate collection and record keeping of all funds associated with player and team registration and field usage. He/she works with OSA to ensure LSC teams meet requirements for closed rec, travel rec, and Competitive registration. The Registrar works with the Recreational, Coaching, Competitive Directors, and CFO to ensure the success of the LSC team s league play and to include player registration and providing applicable budget information. The Registrar works with local schools and local youth organizations to distribute information for registration of all players. 14

Section 7.13 TREASURER: The Treasurer is a member of the financial committee. He/She shall not be related by any means to the CFO. The Treasurer shall receive, disburse, and account for all of the funds of LSC, which shall be kept in a bank or banks and/or accounts designated by the Board. The Treasurer shall maintain the financial ledger for the club and present this information to the CFO. When directed by the Board of Directors, the Treasurer shall solicit bids from Certified Public Accountants, who are not members, to conduct a compilation or, at the Board s discretion, a review as set forth by AICPA guidelines of the accounts of LSC. The Board of Directors shall vote on approval of such Certified Public Accountant. Section 7.14 DIRECTOR OF COACHING: The Director of Coaching (DOC) maintains a list of all coaches for LSC and ensures the licensing requirements of coaches within LSC. He/She schedules and oversees all training opportunities for coaches for all age groups. He or she holds coaches meetings at the beginning and end of each season to distribute information to coaches and collect information from coaches. The DOC works with Registrar, Competitive Director, and Recreational Director to establish coaches for LSC teams. He/She is the Liaison between OSA and LSC for all coaching issues. He/She is also the liaison for the coaches and LSC. Section 7.15 RECREATIONAL DIRECTOR: The Recreational Director is responsible for the managing and ensuring smooth operation of the LSC closed rec league, and travel rec leagues. The Recreational Director represents the board presence or provides for a board presence at the club facilities during all league games. He/She works directly with the Registrar and Director of Coaching to create teams and assign coaches to recreational teams. He/She works with the referee assignor and the league scheduler. He or she oversees and schedule practice times and fields at the complex. He/She works with the registrar and CFO to ensure collection of fees for player registration and field usage The Recreational Director is the liaison for all LSC Recreational teams and LSC. He/She attends all State Recreational meetings with OSA on behalf of the Lawton Soccer Club. Section 7.16 COMPETITIVE DIRECTOR: The Competitive Director oversees the competitive program for LSC. He/She chairs the competitive committee. He/She conducts competitive tryouts every year for competitive teams. The Competitive Director works directly with the Director of Coaching and Registrar for the formation of competitive teams and the assignment of competitive coaches. The competitive Director attends all Competitive Meetings with OSA on behalf of LSC. He/She is the liaison for all competitive teams to the Lawton Soccer Club. Section 7.17 PUBLIC AFFAIRS DIRECTOR: The Public Affairs Director shall act on the behalf of President to establish the public image of LSC. He/She will act as the 15

liaison between LSC and the local community for the purpose of media releases, marketing, fundraising, sponsorship, and other duties and responsibilities as directed by the President and the Board of Directors. The Public Affairs Director will be a member of the Tournament and Scholarship committees. The Public Affairs Director will be assisted by the Special Projects Coordinator. The Public Affairs director maintains the LSC Facebook page and oversees the LSC Website. He works directly with the Website administrator for coordination of the Website. Section 7.18 DELEGATION OF AUTHORITY: Notwithstanding any provision of these Bylaws to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent. Article VIII. COMMITTEES Section 8.01 COMMITTEES OF THE BOARD: The Board may designate one or more committees of the Board by a vote of a majority of the Directors then in office. Section 8.02 RESERVED Section 8.03 SELECTION OF COMMITTEE MEMBERS: Committees of the Board shall be composed of either Directors, Officers or Members of LSC. Any Director may submit an individual(s) for consideration and approval by a majority of the Board. Section 8.04 CONDUCT OF BUSINESS: (a) Committee Consisting of Officers and/or Directors: If a committee consists of Officers and/or Directors, then the committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as the law and these Bylaws require otherwise. Each committee shall make adequate provision(s) for notice of all meetings to members. A majority of the members shall constitute a quorum, unless the committee consists of one or two members. In that event one member shall constitute quorum. A majority vote of the member s present shall determine all matters. A committee may take action without a meeting if all members of the committee consent in writing and file the consent(s) with the minutes of the proceedings of the committee. (b) All Other Committees: The Board may designate committees of LSC for the purpose of advising the board about specific matters or undertaking specific tasks. To accomplish such purposes, the Board may delegate to a committee of LSC the authority of the Board that the Board could properly delegate to agents of LSC, but such committee shall not have the general power and authority of the Board in the management of the business and affairs of LSC and all actions by such committees shall be reviewed and approved by the Board. A committee of LSC created pursuant to this Article VIII, 16

Section 8.04(b) may be composed in whole or in part by non-directors. The committee may determine the procedural rules for meetings and conducting its business and shall act in accordance therewith, except as the law and these Bylaws require otherwise. Section 8.05 MINUTES: Each committee shall keep regular minutes of it proceedings and report the same to the Board by providing a copy of the minutes to the Secretary of the Board prior to the next regular monthly meeting. Section 8.06 STANDING COMMITTEES OF LSC: For the interpretation of Standing Committee as used below, a standing committee will be defined as a committee that exists permanently and meets regularly. Each Standing committee will have 2 board members on the committee that are on opposite election cycles to allow for continuity of the committee from year to year. The following shall be the Standing Committees of LSC: (a) EXECUTIVE COMMITTEE: (i) The President, C.O.O, Vice-President, CFO, Treasurer, Director of Coaching, Recreational Director, Registrar, Competitive Director, Public Affairs Director, and Adult Soccer Director of LSC shall constitute the Executive Committee. (ii) The Executive Committee shall have general supervision of the affairs of LSC between meetings of the Board, make specific recommendations to the membership, and shall perform such other duties as are specified in these Bylaws. (iii) The Executive Committee may appoint an Attorney, a Physician, and a Certified Public Accountant to advise LSC. (iv) Dues and fees shall be recommended by the Executive Committee for Board approval. (v) Meetings of the Executive Committee shall be held at such time as shall be determined by the President or any member of the Executive Committee. (vi) Business may not be transacted unless a quorum of four (4) shall be present, however, any proposal shall be governed by a majority vote of the membership of the Executive Committee. (vii) No agreement shall be entered into or considered valid until the contract or agreement specifics are reduced to writing and signed by the President, and one other member of the Executive Committee. (viii) The Executive Committee shall obtain adequate surety bonds for the Treasurer and for any other member responsible for club funds in excess of $1,000. No individual denied a bond shall serve in any capacity which requires access to Club funds. (ix) Action taken by the Executive Committee as to the expenditure of monies or the incurring of debt of $5,000 or less shall be considered adopted by the Board upon acceptance by the Board of the minutes of the Executive Committee. (x) The Executive Committee will keep and maintain minutes of all Executive Committee meetings. 17

(b) COMPETITIVE COMMITTEE: The Competitive Committee shall make recommendations to the Board concerning the development of the competitive program, be the initial review of grievances or complaints concerning such program and make recommendations to the Board; review the lists of coaches submitted each year by the Directors of Coaching and make recommendations to the Board; review all contracts concerning the competitive program and make recommendations to the Board, and such other responsibilities and duties as assigned to the Committee by the Board. The Competitive Committee shall consist of a minimum of three (3) members appointed by the Board of Directors. The Competitive Director will Chair the Committee and the Registrar will assist the Competitive Director on the committee. The Competitive Committee may, from time to time, call upon the Directors of Coaching and the club administrator to advise them. (c) RECREATIONAL COMMITTEE: The Recreational Committee shall make recommendations to the Board concerning the development of the recreational program, be the initial review of grievances or complaints concerning such program and make recommendations to the Board; review all contracts concerning the recreational program and make recommendations to the Board, and such other responsibilities and duties as assigned to the Committee by the Board. The Recreational Director will Chair the recreational Committee and the COO will assist the recreational director. The Recreational Committee may, from time to time, call upon the Directors and Assistant Directors to advise them. (d) BYLAWS AND AMENDMENTS COMMITTEE: The Bylaws and Amendments Committee shall be responsible for drawing up changes in the Bylaws and Procedures Manual of LSC for submission to the Board for approval. The Vice-President shall be the Committee Chairperson. The Recreational Director will assist the Vice President. Members shall be appointed by the Board of Directors and approved by the Board. (e) RULES COMMITTEE: The Rules Committee shall formulate the rules of competition for LSC and revise as necessary. The LSC rules of competition shall be consistent with the rules and Bylaws of OSA, USYSA, USSF, and FIFA. This committee shall make recommendations to the Board for its review and action. The Chair will be the Director of Coaching. He will be assisted by the Public Affairs Director. Additional members shall be appointed and approved by the Board. (f) GAMES APPEALS COMMITTEE: The Games Appeals Committee will be chaired by the Competitive Director and they will be assisted by the Adult Soccer Director. Additionally the committee shall consist of a Competitive Coach, a Recreational Coach and an 08 or higher Referee. This committee shall hear appeals of all LSC governed games and decide upon the punishment, if any, applied to all player and coach ejections from games during any LSC governed competition. No two (2) committee members may be members of the same immediate family or be associated on the same team. No more than one committee member may be a member of the Board. 18

(g) FINANCIAL COMMITTEE: The Financial committee will be responsible for handling all financial matters associated the LSC. They will maintain an accurate and complete financial ledger for the club. They will make financial reports to the club at the monthly meeting of the executive committee. They will prepare an annual budget for the club to be presented at the executive session in the month of MAY each year. This budget will be voted on at the next regularly scheduled meeting of the executive committee. The Financial committee will assist the board in budgeting for its short and long term goals. The financial committee will maintain records to include, but not limited to cost, expenses, bank deposits, bank with drawls, fundraiser profitability, Concession costs and profits, and member numbers for the club. The Financial Committee will be chaired by the CFO and the Treasurer will assist the CFO. Members will be appointed by the Board of Directors. (h) REFEREE COMMITTEE: The Referee Committee shall be chaired by the Referee Coordinator. Other members shall be the COO, the LSC Referee Assignor and two (2) Lawton Soccer Club Referees (one USSF Grade 09 or above, and one USSF grade 08 or above). The Referee Committee shall be responsible for the training and evaluating of LSC referees and shall review matters of referee competency, professionalism and behavior. (i) TOURNAMENT COMMITTEE: The Tournament Committee shall be chaired by the Vice-President. The Public affairs director will assist the Vice President. The Tournament Committee shall supervise the LSC Tournament Director for all LSC tournaments and for any other Board-approved tournaments held at the LSC Complex. Members will be appointed by the Board of Directors. The tournament committee will be charged with hearing all tournament appeals during a tournament within a timely manner to allow for fair play and completion of the tournament. (j) SCHOLARSHIP PROGRAM COMMITTEE: Section 1. Purpose. The purpose of the annual LSC Scholarship Program is to recognize and financially reward the individual performance of a student athlete or student athletes in the sport of soccer both on the field of play as well as off, and for his/her scholastic excellence, based on the stipulated criteria outlined below, and in the Spirit of the LSC Bylaws. Section 2. Criteria. The following criteria shall be utilized to judge eligibility of each individual applying for the Scholarship(s). Applicants must conform to each specific listed item, and he/she must be able to substantiate each item to the Scholarship committee. 19