BYLAWS

Section 1. Principal Office. The principal office of the Corporation for its transaction of business is located at_________________, San Bernardino County, California 92308.

Section 2. Change of Address. The Board of Directors is granted full power and authority to change the principal office of the Corporation from one location to another in the State of California. Any change of address will be noted by the Secretary in these Bylaws, but will not be considered an amendment of these Bylaws.

ARTICLE II

DEDICATION OF ASSETS

The properties and assets of this nonprofit corporation are irrevocably dedicated to the purpose set forth herein above. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or director of this corporation, as defined for purpose of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Upon liquidation or dissolution, all properties and assets, after payment of all indebtedness in compliance with Chapters 15, 16, and 17 of the California Nonprofit Public Benefit Corporation Law, shall be distributed and paid over to a nonprofit fund, corporation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE III

MEMBERSHIP

Section 1. Qualifications. In accordance with the Articles of Incorporation of the Corporation and with Section 5310 of the California Nonprofit Public Benefit Corporation Law, the Corporation shall have general voting members as defined and determined exclusively by the bylaws. A general voting member shall be the parent or legal guardian of a player currently registered with the Apple Valley Soccer Club as an accepted and active participant of the competitive club team. At no point, and under no circumstances, shall a parent or guardian of a registered or unregistered participant of any other affiliated activities, including but not limited to recreation league play, recreation teams, camps, tryouts, and/or open play be deemed a general voting member.

Section 2. Removal of a General Voting Member. Should any actively registered participant no longer be deemed accepted or dismissed by the Apple Valley Soccer Club, which such a determination is wholly and without reservation in the sole determination of the Apple Valley Soccer Club, with or without notice, at its unilateral discretion with or without cause, than the parent or legal guardian who was vested as a general voting member by that participant’s accepted and active status is immediately revoked and said parent or guardian shall be removed as an general voting member. The removal of the general voting member shall be deemed the date of action by the Apple Valley Soccer Club against the participant.

Section 3. Resignation of a General Voting Member. A general voting member may resign at their sole discretion by giving notice to the Apple Valley Soccer Club.
A general voting member will be further considered to have resigned should the actively registered participant by which a general voting member is vested resign, quit, abandon his or her duties, and/or fail to continue in his or her participation, be it for non-payment or non-participation. The resignation of the general voting member shall be deemed the date upon which Apple Valley Soccer Club has notice of the resignation.


Section 4. Persons Associated with the Corporation. The Board of Directors may create any advisory boards, councils, honorary memberships, leagues, teams or other bodies or foundations which it deems to be appropriate in furtherance of the purposes and objectives of the Corporation. The Board of Directors may also, by resolution, confer upon any class of persons the rights of a member as allowed under the Nonprofit Public Benefit Corporation Law of the State of California, EXCEPT the Board shall not have power to confer the right to vote on any of the following matters:

(a) for the election of a director or the filling of a vacancy on the board for the election of any officer; or

(b) on the disposition of all or substantially all of the assets of the Corporation; or

(c) on a merger; or

(d) on a voluntary dissolution of the Corporation; or

(e) on amendments to the Corporation’s articles of incorporation or bylaws.


ARTICLE IV

DIRECTORS

Section 1. Powers.

(a) General Corporate Powers. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the articles of incorporation and these bylaws, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors; provided, however, that in order to preserve the nonprofit, exempt from income tax, status of the corporation, neither the Board nor any member thereof shall do any act, or authorize or suffer the doing of any act by an officer or employee of the corporation, on behalf of the corporation, which is inconsistent with these Bylaws or the nonprofit purpose of the Corporation. Any such act or acts shall be null and void.

(b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power and authority to:

(1) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation.

(2) Change the principal office or the principal business office in the State from one location to another; conduct business within or without the State; designate any place within or without the State for the holding of any members’ meetings including any annual meeting.

(3) Adopt, make and use a corporate seal, prescribe the forms of membership certificates, if any, and alter the form of the seal and the certificate.


(4) Borrow money and incur indebtedness for the stated purposes of the corporation and cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidences of debt and securities therefor.

Section 2. Number and Qualification of Directors. The authorized number of directors shall be eleven (11) until changed by an amendment to this bylaw duly adopted in accordance with Article IX hereof. All directors shall be residents of the State of California.

Section 3. Election and Term of Office. The board of directors shall be composed of no less than five (5) directors, who shall be elected at an annual meeting to serve for three (3) years, or until their successors are elected and have qualified. The past Chairman shall serve as a member of the board.
Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified or until his earlier resignation or removal or his office has been declared vacant in the manner provided in these bylaws.

Section 4. Resignation and Removal of Directors. Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors of the Corporation. The notice may specify a later time for the effectiveness of such resignation. Unless such resignation specifies otherwise, its acceptance by the corporation shall not be necessary to make it effective. The Board of Directors may declare vacant the office of a director for whom a conservator has been appointed by an order of court or convicted of a felony. Any or all of the directors may be removed without cause if such removal is approved by the affirmative vote of a majority of the directors.

Section 5. Vacancies. Vacancies in the Board of Directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until the next annual meeting of directors and until a successor has been elected and qualified. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

A vacancy in the Board of Directors exists as to any authorized position of director which is not then filled by a duly elected director, whether caused by death, resignation, removal, increase in the authorized number of directors, appointment of a conservator by an order of court, conviction of a felony, or finding by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law, or otherwise.


Section 6. Place of Meeting. Regular meetings of the Board of Directors shall be held at any place within or without the State that has been designated from time to time by resolution of the board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation. Special meetings of the board shall be held at any place within or without the State that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in such meeting can hear each other, and all such directors shall be deemed to be present in person at such meeting.

Section 7. Annual Meeting. The annual meeting of directors shall be held in compliance with State law, during June of each year at a time and place to be fixed by the board of directors.

Section 8. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice, provided the notice of any change in the time of any such meetings shall be given to all of the directors. Notice of a change in the determination of the time shall be given to each director in the same manner as notice for special meetings of the Board of Directors.

Section 9. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, or by written application of three (3) members of the board.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by email or first class mail, charges prepaid, addressed to each director at his or her address as it is shown upon the records of the Corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered personally, or by telephone, it shall be delivered personally, or by telephone, at least twenty-four (24) hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the director or to a person at the home or office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice shall specify the time and place of the special meeting and the business to be transacted or discussed.

Notwithstanding anything in this section to the contrary, the Chairman may call an emergency meeting of the Board of Directors, without giving the required notice if such meeting is, in the opinion of the President, necessary to deal with an unforeseen emergency condition. An emergency condition for the purposes of this subsection, is any condition which, if not addressed by the board promptly, may result in a detriment, financial or otherwise, to the corporation: a work stoppage; or a disaster. Notice to directors of any emergency meeting may be delivered personally or telephoned and shall be received at least one (1) hour before the time of such meeting.


Section 10. Quorum. Fifty Percent (50%) of the actively elected and authorized board of directors shall constitute a quorum. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provision of the California Nonprofit Public Benefit Corporation Law, especially those provisions relating to (a) approval of contracts or transaction in which a director has a direct or indirect material financial interest, (b) appointment of committees, and (c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 11. Waiver of Notice. Notice of a meeting, although otherwise required, need not be given to any director who (a) either before or after the meeting signs a waiver of notice or a consent to holding the meeting without being given notice, (b) signs an approval of the minutes of the meeting, or (c) attends the meeting without protesting the lack of notice before or at the beginning of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporation records or made a part of the minutes of the meeting.

Section 12. Adjournment. A majority of the directors present whether or not constituting a quorum may adjourn any meeting to another time and place.

Section 13. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting, in the manner specified in Section 10 of this Article IV to the directors who were not present at the time of the adjournment.

Section 14. Action without Meeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting if all members of the board shall individually or collectively consent in writing to such action. The consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an interested director as defined in Section 5233 of the California Corporations Code shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent shall be filed with the minutes of the proceedings of the board.

Section 15. Fees and Compensation of Directors. Directors and members of committees of the board shall not be compensated. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for such services.

Section 16. Chairman of the Board of Directors. The Board of Directors shall elect the Chairman of the Board. With advice and counsel of the President, the Chairman of the Board shall determine all committees, select all committee chairs, and assist in the selection of committee members, subject to approval of the board of directors. The Chairman shall preside at all meetings of the membership and Board of Directors.



ARTICLE V

OFFICERS

Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and a Director of Coaches.

Section 2. Election of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the board, subject to the right, if any, of an officer under any contract of employment. The officers shall be chosen annually by the Board of Directors and shall serve a two (2) year term. The election shall be by secret ballot of the Board of Directors at an annual meeting and the term of office shall be held immediately following the annual general meeting.

Section 3. Removal of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the board.

Section 4. Resignation. Any officer may resign at any time by giving written notice to the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to such office.
Section 6. President. The President shall, with the advice and counsel of the other elected officers, assign Director of Coaches to responsibilities, subject to Board of Directors’ approval. The President further shall have the power to make purchases and incur indebtedness for or otherwise obligate the league, without the authorization and approval of the Board of Directors, up to a maximum of two hundred dollars ($200.00) per transaction but never to exceed the financial balance of cash available for the Corporation. The President shall be one of the authorized signers for the Corporation.

Section 7. Vice President. The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. The Vice President shall supervise the preparation of the league play schedule for the entire season; as well as, ensure availability of all playing and practice fields. All scheduling is subject to ratification and approval by the Board of Directors. The Vice President shall be one of the authorized signers for the Corporation.

Section 8. Secretary. The Secretary shall be responsible for the preparation and maintenance of the minutes for the: 1. Board of Directors Meetings, 2. The Executive Committee, 3. General Voting Members Meetings. The Secretary shall be responsible for the safe and reliable receipt of all Committee Meetings and shall ensure all meeting minutes are orderly kept at the principal office according to these bylaws and all applicable state and federal laws and regulations.

Section 9. Treasurer. The Treasurer shall keep an accurate account, in accordance with a recognized method of accounting by GAAP, of all financial transactions authorized by the Board of Directors and the President. The Treasurer shall be one of the authorized signers for the Corporation.

Section 10. Technical Director of Coaches. The Technical Director of Coaches is an officer responsible for any and all of the general operations and oversight necessary to develop and maintain a competitive and thriving soccer club that are not financial in nature. The Technical Director of Coaches is to perform all duties not specifically vested in the other officers and exercise discretion, foresight, best practices and good moral character in carrying out those duties. The Technical Director of Coaches may terminate or revoke acceptance of any registered participant’s status at his discretion.
a. Director of Coaches. The Technical Director of Coaches may at his or her discretion appoint a Director of Coaches in the fulfillment and performance of his or her appointed responsibilities. The Director of Coaches shall perform at the pleasure of the Technical Director of Coaches and may be terminated with or without cause without notice or process at the sole discretion of the Technical Director of Coaches. The Director of Coaches shall not be a fully vested officer elected by the board of directors.

Section 11. Executive Committee The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. It shall be composed of the Chairman of the Board; President, Secretary, and the Technical Director of Coaches.




ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS

Section 1. Right of Indemnity. To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any proceeding, as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. Expenses as used in this bylaw shall have the same meaning as in Section 5238(a) of the California Corporations Code.

Section 2. Approval of Indemnity. On written request to the Board of Directors by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the board shall promptly determine under Section 5238(e) of the California Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the board shall authorize indemnification.

Section 3. Advance Expenses. Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article.


ARTICLE VII

RECORDS AND REPORTS

Section 1. Maintenance and Inspection of Articles and Bylaws. The Corporation shall keep at its principal office, or if its principal office is not in this state, at its principal business office in this state, the original or a copy of the Articles of Incorporation and the Bylaws as amended to date, which shall be open to inspection by the directors and officers at all reasonable times during office hours.

Section 2. Maintenance and Inspection of Other Corporation Records. The accounting books and records and minutes of proceedings of the Board of Directors, and any committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal office of the Corporation. The minutes shall be kept either in written form or in any other form capable of being converted into written form. Such inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.


Section 3. Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of this corporation and any subsidiary of this corporation. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

The right of inspection described in this Section shall extend to the records of each subsidiary of the corporation.

Section 4. Financial Statements. The Board shall cause an annual report to be sent to each director within 120 days after the end of the Corporation’s calendar year. That report shall contain the following information, in appropriate detail, of the fiscal year:

(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.

(b) The principal changes in assets and liabilities, including trust funds.

(c) The revenue or receipts of the corporation both unrestricted and restricted to particular purposes.

(d) The expenses or disbursements of the Corporation for both general and restricted purposes.

This requirement of an annual report shall not apply if the Corporation receives less than $25,000.00 in gross receipts during the fiscal year, provided, however, that the information specified above the inclusion in an annual report must be furnished annually to all directors.

Section 5. Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to all directors, or as a separate document if no annual report is issued, the corporation shall annually prepare and mail or deliver to each director a statement of any transaction or indemnification of the following kind within 120 days after the end of the Corporation’s calendar year:

(a) Any transaction (1) in which the Corporation, its parent, or its subsidiary was a party, (2) in which an interested person has a direct or indirect material financial interest, and (3) which involved more than $50,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an interested person is either of the following:



(i) Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or

(ii) Any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Corporation, unless that indemnification has already been approved by the directors under Section 5238(e)(2) of the California Corporations Code.


ARTICLE VIII

GENERAL CORPORATE MATTERS

Section 1. Checks, Drafts, Evidences of Indebtedness. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. All funds of the Corporation shall be deposited in a timely manner to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may direct.

Section 2. Corporate Contracts and Instruments: How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confirmed to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 3. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definition in the California Corporations Code shall govern the construction of the Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term person includes both a Corporation and a natural person.

Section 5. Calendar Year. The Calendar year of the corporation shall be from January 1 to December 31, inclusive.




ARTICLE IX

AMENDMENTS

Section 1. Amendment by Directors. Bylaws may be adopted, amended or repealed by a majority vote of the Board of Directors.

Section 2. High Vote Requirement. If any provision of these bylaws requires the vote of a larger proportion of the board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.

 

CERTIFICATE OF SECRETARY OF

APPLE VALLEY SOCCER CLUB, INC.,
a California Nonprofit Corporation

I, the undersigned, do hereby certify that:

1. I am the duly elected and acting Secretary of APPLE VALLEY SOCCER CLUB, INC., a California Non-Profit Public Benefit Corporation.

2. The bylaws to which this certificate is attached, comprising 11 pages, constitute the bylaws of such Corporation as duly adopted by the APPLE VALLEY SOCCER CLUB Board of Directors of this Corporation.

3. I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.