UYSA UTAH YOUTH SOCCER ASSOCIATION.

ARTICLE I MEMBERSHIP:

Section I Jurisdiction. The District III Board has jurisdiction over youth soccer within the territory consisting of District III Leagues 14, 15, 16, and 17 granted by the Utah Youth Soccer Association ("UYSA” herein). District III shall grant, determine, suspend and/or withdraw the authority of youth soccer clubs to operate within such territory and shall determine adjust and readjust the territorial boundaries of such leagues.

Section 2 Members. Within the jurisdiction of District III Board those youth soccer clubs who agree to abide by the rules, regulations and decision of District III together with their teams, coaches, assistant coaches, players, parents or guardians of players, administrators and referees shall be members of District III Board. The following are currently members of District III Board:

As a guideline for making territorial adjustments the Board of Directors should act when the total number of players registered in a League exceed thirty percent (30%) of the total number of registered players in District III or if the total number of registered players in a League falls below ten percent (10%) of the total number of registered players in District III.

Section 3 Registration. The registrar shall annually register each tearn, coach assistant coach, team manager, referee and player member of District III in accordance with the requirements of UYSA.

Section 4 Dues. Player fees in a sum to be determined by the Board of Directors shall be paid annually to District III.

Section 5 Representation. Individual members of District III shall be represented on the Board of Directors by a member of each Club, who shall be elected annually, and may be the Club President. Such person shall be referred to herein as the "Representative". The Club President and Club Secretary shall annually certify in writing to district III the name of such Representative on or before January 1 st.

ARTICLE II BOARD OF DIRECTORS:

Section I Powers. The affairs of District III shall be managed by its Board of Directors.

Section 2 Composition. The Board of Directors shall consist of the District Chairperson, Secretary, District Registrar, Risk Management, Disciplinary Chairperson and Vice Chairperson, Coaching Director, Director of Development, Girls Director Competition, Girls Director Recreation, Boys Director Competition, Referee Director, Referee Scheduler, Field Director, League 14 President, League 15 President, League 16 President, League 17 President, Sandy City VP Competition and Recreation, Club Representatives and additional Directors the Board of Directors shall determine.

Section 3 Meetings. The Board of Directors shall meet monthly at a regular time and place to be determined by the Board of Directors. Special meetings may be called as required, by the Chairperson, or by three members of the Board upon at least five days written notice to all Board members.

Section 4 Quorum. The conduct of meetings of the Board of Directors shall be governed by the most current edition of Robert's Rules of Order. No business may be conducted at the meeting of the Board of Directors unless at least one-half of the elected officers are in attendance. All actions of the Board shall be taken by majority vote of those in attendance.

Section 5 Voting. District III officers shall have one vote each. No Club Representative shall have more than I vote. The Chairperson shall vote only in the event of a tie. There will be proxy voting. An alternative Club Representative may be appointed by the Club President in writing prior to the beginning of each meeting, who may vote for the Club.

ARTICLE III OFFICERS:

Section I Election. At the regular meeting of District III in January of each year the Board of Directors shall be elected. The elections shall be staggered with the Chairperson and Secretary and Registrar being elected in even numbered years and all others in odd number years. An election may be held at any regular meeting to complete the term of any officer who has resigned or been removed, provided that thirty (30) days written notice of such meeting shall be given.

Section 2 Chairperson. The Chairperson shall preside at all Board meetings-, act as General Manager of the Board and represent the Board in all public matters and shall be the Boards Representative at UYSA meetings. The Chairperson shall see that all policies, rules and regulations of the Board are executed. He/she shall appoint administrators and establish committees as required.

Section 3 Vice Chairperson. The Vice-Chairperson shall preside at Board meetings in the absence of the Chairperson. He/she shall serve as chair of the Judiciary Committee and represent Board at UYSA. Otherwise he/she shall assist the Chairperson as is necessary.

Section 4 Secretary. The Secretary shall: (a) keep the minutes of meetings of the members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by laws; (c) keep records of the post office address and class, if applicable, of each member and Directors and of the name and post office address of each Officer, (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chairperson or the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

Section 5 Registrar. The Registrar shall be responsible for the annual or semiannual registration of all competition soccer players for District 111. Also responsible for setting up sign-up dates for all Leagues. The registrar is responsible for all accounting due to the UYSA office and for the District. Duties also include all transfers and tournament information. Player passes and guest player passes are also done by the District Registrar.

Section 6 Risk Management. The Risk Management shall be responsible for planning, developing and implementing of Risk Management under the direction of the District Board with guidance from UYSA State Board. Will include, but not limited to, handling insurance claims, background investigation on coaches and any other moral issues under District guidelines.

Section 7 Coaching Director. The Coaching Director shall be responsible for providing coaching training and support for all recreation coaches with the League and shall assist in recruiting coaches.

Section 8 Boys Director Competition. The Boys Director Competition shall be responsible to represent the District at the State Competition Board on all boys' competition matters. As the district representative, the director shall facilitate information to the coaches in the district to insure proper representation at the State Board. When assigned, the District Director shall assist the UYSA Director for Competition Boys in carrying out programs to enhance boys competition.

Section 9 Girls Director Competition. The Girls Director Competition shall be responsible to represent the District at the State Competition Board on all girls' competition matters. As the district representative, the director shall facilitate information to the coaches in the district to insure proper representation at the State Board. When assigned, the District Director shall assist the UYSA Director for Competition Boys in carrying out programs to enhance girls competition.

Section 10 Referee Director. -The Referee Director shall be responsible for providing referee training, testing and certification at the Recreation level within the League and shall assist in recruiting referees.

Section 11 Referee Scheduler Competition. The Referee Scheduler Competition shall be responsible for scheduling all competition League games according to annual contract.

Section 12 Field Director. The Field Director shall be responsible for securing and arranging for proper marking of fields for use of the League and shall arrange for placement of permanent, temporary or portable goals as permitted. The Field Director shall coordinate League efforts to maintain fields in good condition.

Section 13 League President. The League President shall.

1. Be responsible for establishing and staffing a League organization in all areas necessary to provide a complete soccer program within the League.

2. Be responsible for implementing and enforcing the UYSA Constitution, Bylaws and Rules and District Rules within the League.

3. Preside and conduct meetings of the League Board. Said meeting may be held jointly with other leagues within the District.

4. Establish or work to establish with other leagues within the District the following positions to better enable a complete soccer program. Vice-President of Recreation - Vice-President of Competition - Secretary - Treasurer - Coaching Director - Referee Coordinator. Duties and responsibilities of aforementioned would be established according to the UYSA and District Bylaws.

5. Attend or send a duly authorized representative to all District meetings and shall work in conjunction with the District Board to develop Recreation and Competition programs.

6. Provide adequate training to players, recreation/competition coaches and referees to maintain the purpose and quality of the program throughout the playing season. All training sessions shall be advertised well in advance of the event and shall be available to all league members.

7. Attend the AGM and vote as determined by the League and District Board.

8. Prepare for the AGM by: Reviewing existing and proposed changes to the Bylaws. Nominating District and State awards.

Section 14 Club Representative. The Club Representative shall be responsible for liaison between Club and District Board to convey Club concerns and issues to District Board. Shall also be responsible for communicating any Board decisions and pertinent information to Club. Carry a voice of Club in District decision making process.

Section 15 Removal of an Officer. The Board, by majority vote, may remove an officer whenever in the judgment of the Board the best interests of the District will be served thereby. As a guideline for Board action considerations for removal shall include but not be limited to:

1. Failure to appear at three (3) consecutive Board Meetings.

2. Failure to complete duties as outlined in this section.

3. Behavior deemed unethical by the District III Board.

4. Illegal activity. -In the event a Board Member is charged with a crime, he/she will automatically be suspended until the results of the action have been determined.

ARTICLE IV COMMITTEES :

The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more standing or temporary committees, consisting or one or more Directors.

ARTICLE V RULES OF COMPETITION:

Section I Adoption. The District Board shall adopt rules governing player placement, team organization, and competition, governing all of its Leagues. Such rules shall be consistent with the rules and bylaws of UYSA. The Board shall ensure that before September I of each year a copy of the rules is made available to each team registered with the District. Any changes to the rules must be adopted by the Board of Directors sufficiently in advance of the playing season so as to allow implementation.

ARTICLE VI MEMBER LEAGUES:

Section I Duties. As members of District III each League shall ensure delivery of the following in a timely manner to the Board.

1. District III and UYSA dues and fees.

2. Registration of teams, players, coaches, assistant coaches, referees and team managers within the time and form approved by the Board of Directors.

3. Current list of League officers, including name, address, city, zip, home phone. (work phone and fax, e­mail if possible).

4. Copy of current League bylaws.

5. Written designation of authority to represent their League at District III Board of Directors meetings.

6. Dates, times and places for all League meetings.

Section 3 League Standing

3.1 Requirements. League meeting all requirements will be considered to be in good standing with all the fights and privileges allowed to them by these bylaws.

3.2 Penalties. The voting rights of the League Representative as a member of the Board of District III shall be suspended upon failure to timely fulfill the requirements of Sections 1. 1, 1.2, 1.3 and 1.4 above. The failure to fulfill all other requirements may result in discipline as the Board may direct.

Section 4 Consultation. District III shall be consulted on all matters materially affecting District III or its member Leagues prior to action by the Member of Board of Directors.

ARTICLE VII PROPRIETARY RIGHTS:

All registration data provided by the member Leagues on players and/or teams within that League must be considered proprietary, and any release of such data outside of District III must be by approval of the District III Board of Directors, or by written approval of the Registrar.

ARTICLE VIII BY-LAW AMENDMENTS:

These bylaws may be amended at any meeting of the Association provided that the proposed amendment shall be mailed to each member of the Board of Directors at least twenty-five (25) days before the proposed amendment is to be acted on by the Board. The Secretary shall be responsible to cause such mailings to be made, Any proposed amendment must be submitted in writing to the Secretary for distribution. The notice requirements may be waived by written waiver thereof signed by all members of the Board.

ARTICLE IX INDEMNIFICATION OF OFFICERS AND DIRECTORS:

Each Director of Officer now or hereafter serving District III and each person who at the request of or on behalf of District III is now serving or hereafter serves as a Trustee, Director or Officer of any other corporation, whether for profit or not for profit, and the respective heirs, executors and administrators of each of them shall be indemnified by District III to the fullest extent provided by law against all costs, expenses, judgments, and liabilities, including attorneys fees, reasonably incurred by or imposed upon him/her in connection with or resulting from any claim action suit, or proceeding, civil or criminal, in which he or she may be made a party by reason of his or her being or having been such Director or Officer at the time of such costs, expenses, judgments, and liabilities, provided that in his or her official capacity with District III he or she acted in good faith and in a manner reasonably believed not opposed to the interests of the Association, and in the case of criminal proceedings he or she had no reasonable cause to believe his or her conduct was unlawful, The termination of any action suit or proceeding by judgment, order settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be a presumption, that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of District III or had reasonable cause to believe his or her conduct was unlawful. The foregoing right of indemnification shall not be exclusive of other rights to which such director or Officer may be entitled as a matter of law.

The Board of Directors shall obtain insurance on behalf of any person who is or was a Director, Officer, employee or agent against any liability arising out of his or her status as such whether or not they would have power to indemnify him or her against such liability.

ARTICLE X CONFLICT OF INTEREST:

No members of District III Board shall engage themselves in a position or function in an effort to gain unfair advantage for their personal gain.

Participation in activities which are illegal, impair or interfere with the conscientious performance of activities-, involve misuse of influence, facilities or other resources; or reflects discredit upon the good name and reputation of District III Board, shall be construed as conflict of interest.

Prior to any potential conflict of interest, a written disclosure statement shall be voluntarily submitted to the Board of Directors.

ARTICLE XI ACCOUNTING YEAR:

The fiscal year of District III shall be the twelve months ending September 3 1.