Code of Conduct - Bylaws

California Youth Soccer Association - South

Code of Ethics

I. Introduction

As a matter of fundamental principle, the entire California Youth Soccer Association – South (Cal South) organization shall adhere to the highest ethical standards because it is the right thing to do. As a matter of pragmatic self-interest, Cal South should do so because public trust in our performance is the bedrock of our legitimacy. Sponsors, donors and volunteers support our organization because they trust us to carry out our mission, to be good stewards of our resources, and to uphold rigorous standards of conduct. Cal South must earn this trust every day and in every possible way. But organizations are, at base, people, and it is e their ongoing commitment to the core values of integrity, honesty, fairness, openness, respect, and responsibility. Cal South encourages every member league, club, and tournament organization to have a formally adopted code of ethics with which all of their board members, staff and volunteers are familiar and to which they adhere. Member organizations are of course free to simply adopt this one for their own use. Adherence to public law and the rules of Fédération Internationale de Football Association (FIFA), United States Soccer Federation (USSF), United States Youth Soccer Association (USYSA), and Cal South is the minimum standard of expected behavior. Transparency, openness and responsiveness to our membership and the general public must be integral to our behavior.

II. Principles and Values

Cal South pledges to govern all of our endeavors to ensure:
• All of our registered players train and play in a safe environment;
• Member organizations as well as the Cal South staff and committees are associated with the highest level of sportsmanship; All of our affairs will be conducted with transparency, integrity and honesty;
• We always show respect for the worth and dignity of all;
• We always follow the rules of our organization;
• Responsible stewardship of resources; and,
• Commitment to excellence in all that we do.

Cal South Code of Ethics May 6, 2006 (Original) Page 2 of 3
III Standards of Behavior for Cal South

A. General Standards
All members of Cal South, including Board Members, Staff, Committee Chairpersons, volunteers, coaches, trainers, administrators, parents, and players shall adhere to these general standards and ensure duties are discharged:
• With our Principles and Values in mind;
• In good faith;
• According to public law and the rules of FIFA, USSF, USYSA, and Cal South;
• In the best interests of Cal South;
• Exercising due diligence in decision making; and
• So that all involved are provided with information, reports, statements, or financial data that is:
• Accurate,
•Timely,
• Legal, and
• Not tainted by conflicts of interest.

B. Conflicts of Interest
A Cal South member, member league/club, staff, Board Director, volunteer, person, situation, or vent shall be deemed to be in conflict of interest with Cal South if he/she:
• Is working for, with, or on behalf of an organization in direct competition with a Cal South program, event, or initiative; or
• Serves on a board of directors or technical advisory board whose goals compete with or are in conflict with Cal South; or
• Uses organization information for private gain, either financially or competitively; or
• Participates directly or with relatives to act as suppliers or vendors to Cal South or Cal South member organizations; or
• In any other way stands to gain or cause a family member or domestic partner to materially gain either financially or competitively from their activities or decision making.Conflicts of Interest shall be mitigated by open and public disclosure of any and all conflicts of interest and a voluntary recusal from the decision making process at a minimum, and if necessary from the activity by the person(s) involved.

C. Additional Standards for Board Members
In addition to the above, Cal South Board Members shall:
• Be mindful of their fiduciary responsibility as a member of the governing body of the organization;
• Respect and support the majority decisions of the Board of Directors;

Cal South Code of Ethics May 6, 2006 (Original) Page 3 of 3
• Recognize and respect the legal authority that rests with the Board as a whole and not individual Board members; and
• Respect the confidential nature both legally and morally for matters discussed in Executive Session, including personnel, legal matters, organizational discussions, and decisions pertaining to these.

D. Decision Hierarchy
Cal South makes decisions based on the following priorities (in order) considering individual facts and circumstances:

1. The best interests of Cal South, including Cal South State Tournaments, Programs & Events.
2. The best interests of a League/Club, including League/Club sponsored tournaments.
3. The best interests of a gaming circuit.
4. The best interests of an individual team.
5. The best interests of an individual player.
6. The best interests of the coaches and parents.This hierarchy recognizes a player is not well served without a team to play on, and a team is not well served without a strong League/Club to provide the fields, coaching, and opportunities. It recognizes none of the membership is well served unless the Association and all of its events and Programs to protect and serve the membership are strong and of the highest quality.

IV. Enforcement
Failure to adhere to this Code of Ethics may result in a hearing sanctioned by the Board of
Directors. Appropriate action(s) may be taken up to and including expulsion from the organization.

Code Of Conduct
In order to ensure that the principles of sportsmanship, fair play, and mutual respect among players, coaches, officials, and spectators characterize all competition sponsored by the CYSASouth, the following Code of Conduct has been established. It is the obligation of all program administrators, coaches, parents, and players to create an environment that promotes this objective. Those who willfully violate this code jeopardize their participation in the CYSA-South soccer program.

I. Coaches
The coach's role is one of teaching soccer skills and sportsmanship to the players. The coach is responsible for communicating practice and game times to the players and parents. The coach is also responsible for monitoring the behavior of the players and parents during practice and games. All coaches within the soccer program will promote good sportsmanship among players, foster team camaraderie, and help participants have fun while teaching players the technical skills of soccer. Unsportsmanlike conduct of coaches will not be tolerated by the program. Such unsportsmanlike conduct includes berating or making unkind comments to a player or referee that would reasonably be expected to cause substantial embarrassment to the player or referee. Other examples include the intentional abuse or attempt to abuse the player selection system or willful failure to follow program rules. Each coach agrees to the above code of conduct, certifies that he/she has read all CYSA-South Rules and will abide by them and acknowledges that coaching in the soccer program is a privilege and not a right. In addition, each Coach will ensure that his/her conduct sets a good example for team members and spectators. To meet these responsibilities, the Coach is expected to:
• Know the official Laws of the Game of soccer and the rules of CYSA-South, and abide by them.
• Instruct player and parents in the rules and motivate each player to compete according to the rules at all times.
• Respect the game officials at all times. Refrain from questioning their decisions or challenging their authority.
• Ensure that CYSA-South rules are followed by all players and spectators.
• Ensure that fans of his or her team exhibit sportsmanship and maturity at all times and assist league and game officials in maintaining control of spectators during games.
• Respect the coaches and players of the opposing team before, during, and after the game.
• Take appropriate steps to minimize scoring in runaway games.
• Teach each player, especially through personal example, to be humble and generous in victory and proud and courteous in defeat.
• Maintain control of his/her emotions and avoid actions, language, and/or gestures that may be interpreted as hostile and humiliating.
• Teach and practice good sportsmanship and fair play by personally demonstrating commitment to these virtues.
• Promote the concept that soccer is merely a game, and that players and coaches on other teams are opponents, not enemies. Remember that soccer is a game, and treat players and coaches on other teams as opponents, not enemies.

II.Players
Every player is expected to:
• Know and respect the rules of soccer and CYSA-South and abide by them at all times.
• Show respect and courtesy to officials and coaches by following their instructions and directions.
• Respect the game officials and refrain from addressing them or commenting on their decisions during or after the game.
• Maintain control of his/her emotions, avoiding the use of abusive or profane language, taunting or humiliating remarks, and/or gestures and physical assault upon another player at any time.
• Respect the coaches and players of the opposing team and display sportsmanship at the conclusion of a game and be humble and generous in victory and proud and courteous in defeat.
• Follow all Association rules, respecting at all times the property of others. Remember that soccer is a game, and treat players and coaches on other teams as opponents,not enemies.

III. Parents and Spectators
The parents' role is one of support to the players and coaches. Parents should not engage in "coaching" from the sidelines, criticizing players, coaches or game officials or trying to influencethe makeup of the team at any time. Every parent and spectator is expected to:
• Learn and respect the rules of soccer and the rules of the CYSA-South.
• Show respect and courtesy to game officials, coaches, and players at all times.
• Respect the game officials and refrain from questioning their decisions or from addressing them in a loud, disrespectful, or abusive manner.
• Cheer for your child's team in a positive manner, refraining at all times from making negative or abusive remarks about the opposing team. Maintain control of your emotions and avoid actions, language, and/or gestures that may be interpreted as hostile and humiliating.
• Ensure that your child is at all games and practices at the required time or provide the coach with an appropriate excuse beforehand.
• Demonstrate appropriate gestures of sportsmanship at the conclusion of a game, win or lose.
• Teach and practice good sportsmanship and fair play by personally demonstrating commitment to these virtues. • Promote the concept that soccer is merely a game, and that players and coaches on other teams are opponents, not enemies.

Hesperia Youth Soccer League
BYLAWS
December 23, 2007

A California Nonprofit Public Benefit Corporation

ARTICLE I
NAME
The name of the corporation is
HESPERIA YOUTH SOCCER LEAGUE

ARTICLE II
OFFICES

SECTION 2.01. PRINCIPLE OFFICE
The principle office for the transaction of the activities and affairs of the corporation (“principle office”) is located at
TBD by Sept 1st 2009
. The principle mailing address will be
P.O. Box 401161, Hesperia, CA 92340

.The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.
.The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.
.The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.
SECTION 2.02. OTHER OFFICES
The Board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.

ARTICLE III
PURPOSES AND LIMITATIONS

The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.
.The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

.The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location. .The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location. .The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location. .The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

SECTION 3.01. PURPOSES AND OBJECTIVES This corporation is a non profit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable and public purposes. This corporation is organized exclusively for charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.) Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on ( I ) by the corporation exempt from Federal income tax under Section 501 (c ) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law;) (ii) by a corporation, contributions to which are deductible under Section 170 ( c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.)

The objectives of HESPERIA YOUTH SOCCER LEAGUE shall be to provide a supervised recreational program of organized soccer games through various teams (the “League”) for all interested participants residing within the HESPERIA YOUTH SOCCER LEAGUE boundaries, and to firmly implant in the players of the community the ideals of good sportsmanship. All directors, officers, and members shall bear in mind that the attainment of exceptional skill or the winning of games is secondary, and that providing an organized program of soccer for all interested players is of primary importance.

The HESPERIA YOUTH SOCCER LEAGUE, in the exercise of its power, does not contemplate monetary gain or profit.

SECTION 3.02. LIMITATIONS

a) Boundaries. The HESPERIA YOUTH SOCCER LEAGUE shall encompass Hesperia and the surrounding areas, as may be set by the Board of Directors from time to time.

b) Political Activity. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including the publishing or distributing of statements in connection with ) any political campaign on behalf of any candidate for public office.

c) Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members (if any), employees, or to the benefit of any private individual.

d) Dissolution. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the payment of the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to a non-profit fund, foundation, 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 (or the corresponding provision of any future United States Internal Revenue Law.)
ARTICLE IV
MEMBERSHIP

SECTION 4.01. QUALIFICATIONS AND RIGHTS OF MEMBERSHIP

a) Classes and Qualifications. This corporation shall have two classes of members, voting and non-voting. Only persons who are persons dedicated to the purpose of this Corporation, and who otherwise meet other qualifications for membership, as the Board may determine, shall be eligible for membership.

b) Voting Members. The class of voting members shall consist of those persons who are the custodial parents/step-parents/legal guardians of youths who are currently registered as players on teams that are members of the League and who meet the eligibility criteria as set forth hereinafter. The voting members shall be entitled to vote, as set forth in these Bylaws, on the election of Directors, on the disposition of all or substantially all of the assets of the Corporation, on any merger and its principle terms and any amendment of those terms, on any election to dissolve the Corporation, on any amendment to the Articles of Incorporation, except as otherwise specified in the California Nonprofit Corporations Law; and on the adoption, amendment, or repeal of these Bylaws, except as otherwise specified in the California Nonprofit Corporation Law. In addition, members shall have all rights afforded members under the California Nonprofit Corporation Law. Each voting member shall be entitled to one vote. Voting by proxy will not be allowed.

Eligibility Criteria: All players and non-player participants with legal ages to be determined by the Board annually shall be eligible to participate in the activities regardless of race, creed, color, or religion. Priority shall be given to those who have been involved with the League during the prior playing season, provided that the following criteria are met:

1) Their legal residence is within the boundaries specified in Article III, \ Section 3.02 (a).

2) They have to have attended four board meetings in one calendar year to be considered.

3) They abide by the Bylaws of HESPERIA YOUTH SOCCER LEAGUE and such other rules and regulations as may be adopted by the Board of Directors from time to time.

4) Non-voting and contributing members shall not have a vote. Voting by proxy shall not be allowed.
a President’s Vote: The HYSL President will cast a vote in accordance with “Robert’s Rules of Order” (most current edition).
1) The President will remain impartial when overseeing/presiding over HYSL meetings at which motions and voting of business is conducted by the Board Of Directors or general membership.

2) May cast a vote when voting is done by ballot.

3) May cast a vote (if not by ballot) whenever his/her vote will affect the result of such vote .

4) The President may vote to either break or to cause a tie.

5) Where a two-thirds vote is required, the President may vote to cause or to black the attainment of the necessary two thirds votes.

c) Other Persons Associated with the Corporation. The class of non-voting members shall consist of those persons who actively participate in the activities sponsored by the Corporation who are not otherwise voting members. These persons or other persons or entities associated with the Corporation may sometimes be referred to as a "member”, even though those persons or entities are not voting members as set forth in Section 4.01 (b) of these Bylaws. References in these Bylaws to members shall mean members as defined in the California Nonprofit Corporations Code and as set forth in Section 4.01 (b) of these Bylaws. By amendment of these Bylaws, the Corporation may grant some or all the rights of a member of any class, as set forth in these Bylaws, to any person or entity that does not have the right to vote on any of the matters specified in Section 4.01 (b) of these Bylaws, but no such person or entity shall be a member within the meaning of the California Nonprofit Corporations Code.

SECTION 4.02. DUES, FEES, AND ASSESSMENTS

Other than registration fees payable by those who wish to play soccer on teams which are members of the League, the Corporation shall not impose any dues, fees, or assessments on any of its members.

SECTION 4.03. GOOD STANDING

Those members who are not suspended shall be members in good standing.

SECTION 4.04. TERMINATION AND SUSPENSION OF MEMBERSHIP

a) Causes of Termination. A membership shall terminate on occurrence of any of the following events.

1) Resignation of the member, on reasonable notice to the Corporation.

2) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board.

3) Failure of the member to pay dues, fees, or assessments as set by the Board within the period of time set by the Board after they become due and payable.

4) Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications.

5) Expulsion or suspension of the member pursuant to Sections 4.04 (b) and 4.04 (c) of these Bylaws.

b) Suspension of Membership. A member may be suspended, under Section 4.04 (c) of these Bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. A person whose membership is suspended shall not be a member during the period of suspension.

c) Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a member, the procedures set forth below shall be followed:

1) The member shall be given fifteen (15) days prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any

notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the records of the corporation.
2) The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion or suspension should take place.

3) The Board, committee, or person shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the Board, committee, or person shall be final.

4) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.

d) Protest, Appeal, and Disciplinary Hearing Procedures. HYSL follows CYSA-South guidelines in regards to protest, appeal, and disciplinary hearings.

SECTION 4.05. TRANSFER OF MEMBERSHIP

No member may transfer his/her membership to another.

SECTION 4.06. MEETINGS OF MEMBERS

Procedures and debate shall be in accordance with the Bylaws, Rules and Regulations of HYSL, and the Rules of Parliamentary Law known as “Robert’s Rules of Order” (most current edition). a) Place of Meeting. Meetings of the members shall be held at any place within or outside California designated by the Board. In the absence of any such designation, members’ meetings shall be held at the principle office of the corporation.

b) Annual Meeting. The annual meeting of members shall be held in November of each year at the time and place chosen by the Board of Directors. Notice of the annual meeting shall be given in a manner provided in Section 4.06 (d). At this meeting, Directors shall be elected, and any proper business may be transacted, subject to the notice requirements of Section 4.06 (d) (2) of these Bylaws.

c) Special Meetings. A special meeting of the members may be called for any lawful purpose by a majority vote of the Board or by the President or by five percent (5%) or more of the members. A special meeting called by any person (s) (other than the Board) entitled to call a meeting hall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to Chairman of the Board, if any, or the President or any Vice President or the Secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance with Section 4.06 (d) of these Bylaws, stating that a meeting will be held at a special time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after the receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board.

d) Notice Requirements for Members’ Meetings.

1) General Notice Requirements. Whenever members are required or permitted to take any action at a meeting; a written notice of the meeting shall be given, in accordance with Section 4.06 (d) of these Bylaws, to each member entitled to vote at the meeting. The notice shall specify the place, date, and hour of the meeting and (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting. The notice of any meeting at which Directors are to be elected or written ballots distributed for the election of Directors shall include the names of all persons who are nominees when the notice or the ballot is given.

2) Notice of Certain Agenda Items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

a) Removing a director without cause.

b) Filling vacancies on the Board.

c) Amending the Articles of Incorporation.

d) Electing to wind up and dissolve the corporation.

3) Manner of Giving Notice. Notice of any meeting of members shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address given by the member to the corporation for purposes of notice. If no address appears on the books of the corporation and no address has been so given, notice shall be deemed to have been given if either (1) notice is sent to that member by first-class mail or telegraphic or other written communication delivered to the principle office of the corporation or (2) notice is published at least once in a newspaper of general circulation in the county in which the principle office is located.

4) Affidavit of Mailing Notice. An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the Secretary, assistant Secretary, or any transfer agent of the corporation, and if so executed, shall be filed and maintained in the minute book of the corporation.
e) Quorum

1) Number Required. Five percent (5%) of the voting members present in person, shall constitute a quorum for the transaction of business at any meeting of members; provided, however, that the only matters that may be voted on at any special or annual meeting actually attended by less than one third (1/3) of the voting power are matters the general nature of which was disclosed in advance to the members by written notice pursuant to Article IV, Section 4.06 (d) of these bylaws. 2. Loss of Quorum. The members present at a duly called or held meeting at which a quorum is presented may continue to transact business until adjourned, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
) Adjournment and Notice of Adjourned Meetings. Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than forty-five (45) days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall begiven to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

g) Voting

1) Eligibility to Vote. Subject to the provisions of the California Nonprofit Corporation Law, the only persons entitled to vote at any meeting of the members shall be voting members who are in good standing as of the record date determined pursuant to Section 4.07 of these Bylaws.

2) Manner of Casting Votes. Voting may be by voice or ballot, except that any election of Directors must be by ballot if demanded by any member at the meeting before the voting begins.

3) Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Cumulative voting shall not be permitted.

4) Approval by Majority Vote. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Corporation Law or by the Articles of Incorporation.

h) Waiver of Notice or Consent by Active Members.

1) Written Waiver or Consent. The transactions of any meeting of members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present either in person or by proxy, and (2) either before or after the meeting, each member entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 4.06 (d) (2) the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

2) Waiver by Attendance. A members’ attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the beginning to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

3) Revocation. A written ballot may not be revoked.

4) Filing. All written ballots shall be filed with the Secretary of the corporation and maintained in the corporate records for at least two (2) years.

SECTION 4.07. RECORD DATE FOR NOTICE, VOTING, WRITTEN BALLOTS, AND OTHER ACTIONS.

a) Record Date Determined by Board. For purposes of determining which members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a “record date”, which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any such meeting, nor more than sixty (60) days before any such action without a meeting. Only members of record on the date so fixed are entitled to notice, to vote, or to give consents, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record day, except as otherwise provided in the Articles of Incorporation, by agreement, or in the California Nonprofit Corporation Law.

b) Record Date Not Determined by Board.

1) Record Date for Notice or Voting. If not otherwise fixed by the Board, the record date for determining members entitled, to receive notice of, or to vote at, a meeting of members shall be the next business day preceding the day on which notice is given or, if notice is waived, the business day preceding the day on which the meeting is held.

2) Record Date for Action by Written Ballot. If not otherwise fixed by the Board, the record date for determining those members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.

3) Record Date for Written Consent to Action Without a Meeting. Unless fixed by the Board, the record date for determining those members entitled to vote by written consent on corporate action without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.

4) Record Date for Other Actions. If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be on the date on which the Board adopts the resolution relating to that action, or the sixtieth (60th ) day before the date of that action, whichever is later.

c) Definition of “Members of Records”. For purposes of this Section 4.07, a person holding a voting membership at the close of business on the record date shall be a member of record.

SECTION 4.08. PROXIES

a) Voting by proxy shall not be allowed.

SECTION 4.09. ELECTION OF DIRECTORS.

a) Nominations of Committee. The Chairman of the Board or the President if there is no Chairman, shall appoint a committee to select qualified candidates for election to the Board at least ninety (90 ) days before the date of any election of Directors. This nominating committee shall make its report at least sixty (60 ) days before the date of the election or at such other time as the Board of Directors may set and the Secretary shall forward to each member, with the notice of meeting required by these Bylaws, a list of all candidates nominated by committee under this section.

b) Nominations by Members. So long as the corporation has five hundred (500) or more, but fewer than five thousand (5,000) members, members representing two percent (2%) of the voting power may nominate candidates for Directors by a petition, signed by those members within eleven (11) months preceding the next time Directors are to be elected, and delivered to an officer of the corporation. On timely receipt of a petition signed by the required number of members, the Secretary shall cause the names of the candidates named on it to be placed on the ballot along with the names of those candidates named by the nominating committee. Upon reaching the five thousand (5,000) member limitations, nominations by members shall be subject to the provisions of the California Nonprofit Corporations Law.

c) Nominations from the Floor. If there is a meeting of members to elect Directors, any member present at the meeting in person or by proxy may place names in nomination. d) Solicitation of Votes. The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.
e) Use of Corporate Funds to Support Nominee. Without Board authorization, no corporate funds may be expended to support a nominee for Director after more people have been nominated for Director than can be elected.
SECTION 4.10. RECORDS.

a) The Secretary shall keep or cause to be kept, at the principle office of the corporation or at a place determined by resolution of the Board, a record of the members of the corporation showing each member’s name, address, and class of membership.
b) Member’s Inspection Rights
1) Membership Records. Subject to the California Corporations Code and unless the corporation provides a reasonable alternative as provided below, any member nay do either or both of the following for a purpose reasonably related to the member’s interest as a member.

a) Inspect and copy the records of member’s names, addresses, and voting rights during usual business hours on five (5) days’ prior written demand on the corporation, which demand must state the purpose for which the inspection rights are requested.
b) Obtain from the Secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of Directors as of the most recent record date for which that list has been compiled, or as of a date specified by the member, after the date of demand. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the latter of ten (10) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.
c) If the corporation believes that the information requested will be used for a purpose other than one reasonably related to a person’s interest as a member, or if the corporation provides a reasonable alternative under this Section 4.10
b), it may deny the member access to the membership list.

d) Any inspection and copying under this section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the corporation.

2) Accounting Records and Minutes. On written demand presented to the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. Any right of inspection extends to the records of any subsidiary of the corporation.
3) Maintenance and Inspection of Articles and Bylaws. The corporation shall keep at ts principle office, or if its principle office is not in California, at it’s principle business office in this state, the original or a copy of its Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principle office of the corporation is outside California and the corporation has no principle business office in this state, the Secretary shall, on the written request of any member, furnish to that member a copy of the Articles of Incorporation and Bylaws, as amended to date.

SECTION 4.11. ANNUAL REPORT

a) Annual Reports. If required, the Board shall cause an annual report to be sent to the members within one hundred twenty (120) days after the end of the fiscal year of the corporation. That report shall contain the information and specified in Article IX Section 9.03 of these Bylaws.

b) Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall annually prepare and mail or deliver to each member and furnish each Director a statement of any transactions or indemnification of the following kind within one hundred twenty (120) days after the end of the fiscal year of the corporation:

1) Any transaction to which the corporation, its parent, or its subsidiary was a party, and to which an “interested person” had a direct or indirect material financial interest, which involved more than fifty thousand dollars ($50,000). For this purpose, an “interested person” is either of the following:

a) Any Director or officer of the corporation, its parent, or subsidiary but mere common directorship shall not be considered such an interest.

b) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent, or its subsidiary.

2) 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. Any indemnification’s or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or Director of the corporation under Article VIII of these Bylaws, unless that indemnification has already been approved by the members under the California Nonprofit Corporations Code.

ARTICLE V
DIRECTORS

SECTION 5.01. POWERS.

a) General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.

b) Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to:

1) Appoint and remove, at the pleasure of the Board, all officers, agents and employees of the corporation; prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties.

2) Change the principle office or the principle business office in the State of California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings.

3) Adopt and use a corporate seal and alter the form thereof.
4) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation’s, and other evidences of debt and securities.

SECTION 5.02. NUMBER AND SELECTION OF DIRECTORS AND RESTRICTIONS ON DIRECTORS.

a) Authorized Number. The authorized number of Directors shall be not less than ten

(10) or more than twenty (20). Directors need not be residents of the State of California.

b) Selection. The Board shall be selected as follows:

1) Initial Directors. The initial board members shall be appointed by the incorporator (s) named in the corporation’s Articles of Incorporation. The Incorporator shall specify whether the appointed Director is being appointed to an initial one-year or two-year term.
2) Subsequent Directors. At the expiration or earlier termination of the terms of office of the initial Directors, their successors shall be chosen by a majority vote of the members present at the Annual General Meeting.

c) Restrictions on Directors. Not more than forty-nine (49%) of the persons serving on the Board may be interested persons. An interested person is any person being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise; and any brother, sister, ancestor, descendant, spouse, brother-in-law, sister- in-law, son-in-law, daughter-in-law, mother-in-law, father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation. A Director may not participate in any vote on any proposed transaction with another organization or entity of which such Director is also an employee, principal, or Director.
d) Compensation of Directors. No officer or member of the board of Directors shall receive any compensation for services rendered on behalf of the Hesperia Youth Soccer League.

e) Limitation. No member serving on any other youth organization’s Board of Directors shall serve on the Hesperia Youth Soccer League Board of Directors.

SECTION 5.03. TERM OF OFFICE OF DIRECTORS.

a) The Directors newly appointed or selected in accordance with Section 5.02 (b) shall hold office for a term of two (2) years, provided however, that the terms of the members of the initial Board of directors shall be staggered, such that one-half of the members shall have original terms of only one (1) year. Newly elected Directors shall begin their term of office on February 1 of the year following the annual meeting at which the Directors were elected.

SECTION 5.04. VACANCIES.

a) Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: the death, removal, suspension, or resignation of any Director or the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

b) Resignations. Except as provided in this subsection, any Director may resign effective upon giving written notice to the Chairman of the Board, if any or the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effective. Except upon notice to the Attorney General of the State of California, no Director may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs.

c) Filling Vacancies. Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less than a quorum or by a sole remaining Director.

d) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director’s term of office expires.

SECTION 5.05. ANNUAL, REGULAR, AND SPECIAL MEETINGS.

a) Annual Meeting. The Board shall hold an annual meeting in conjunction with the regularly scheduled Board meeting in the month of August each year for the purpose of organization, election of officers, and the transaction of other business; provided, however, that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required.

b) Other Regular Meetings. The Board shall hold at least one regular business meeting throughout the year; said meetings shall be held without call and on a date to be fixed by resolution of the Board; provided, however, any given monthly meeting may be dispensed with by majority vote of the Board. Such regular meeting may be held without notice.

c) Procedures and Debate. Procedures and debate shall be in accordance with the Bylaws. Rules and Regulations of HYSL, and the Rules of Parliamentary Law known as “Robert’s Rules of Order” (most current edition).

d) Special Meetings.

1) Authority to Call. Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, if any, the President or any Vice President, or the Secretary, or any two Directors.
e) Notice.

1) Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods:

a) By personal delivery of written notice.

b) By first-class mail, postage prepaid.

c) By telephone, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director.

d) By telegram, charges prepaid.

e) All such notices shall be given or sent to the Director’s address and/or telephone number as shown on the records of the corporation.

2) Time Requirements. Notices sent by first-class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph, shall be delivered, telephoned, or given to the telegraph company at least forty-eight (48) hours before the time set for the meeting.

3) Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.

SECTION 5.07. QUORUM.

A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 5.09. Subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to approval of contracts or transactions in which a Director has a direct or indirect material financial interest, approval of certain transactions between corporations having common directorship, creation of an appointment of committees of the Board and indemnification of Directors, 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. 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 that meeting.

SECTION 5.08. WAIVER OF NOTICE.

Notice of a meeting need not be given any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after 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 corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its commencement the lack of notice to such Director.

SECTION 5.09. ADJOURNMENT.

A majority of the Directors present, whether or not a quorum is present may adjourn any meeting to another time and place.

SECTION 5.10. NOTICE OF ADJOURNED MEETING.

Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

SECTION 5.11. ACTION WITHOUT A MEETING.

Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. For the purposes of this Section 5.11 only, “all members of the Board” shall not include Directors who have a material financial interest in a transaction to which the corporation is a party.

ARTICLE VI

COMMITTEES

SECTION 6.01. COMMITTEES OF THE BOARD.

a) The Board, by resolution adopted by a majority of the Directors then in office, may create one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any such committee, who may replace an absent member at any meeting. Any such committee, to the extent provided in the resolution of the Board, shall have all of the authority of the Board, except that no committee, regardless of Board resolution may:

1) Fill vacancies on the Board or in any committee which has the authority of the Board.

2) Establish or fix compensation of the Directors for serving on the Board or on any committee.
3) Amend or repeal Bylaws or adopt new Bylaws.

4) Amend or repeal any resolution of the Board which by its express terms is not so amendable or repeal able.

5) Appoint any other committees of the Board or the members of these committees.

6) Approve any contract or transaction to which the corporation is a party and in which one or more of its Directors has a material financial interest, except as such approval is provided for in Section 5233 (d) (3) of the California Corporations Code.
SECTION 6.02. MEETINGS AND ACTIONS OF THE COMMITTEES.

a) Meetings and action of committees of the Board shall be governed by, held and taken in accordance with the provisions of Article V of these Bylaws, concerning meetings and other actions of the Board, except that the time for regular meetings of such committees and the calling of special meetings thereof may be determined either by resolution of the Board or, if there is no Board resolution, by resolution of the committee of the Board. Minutes shall be kept of each meeting of any committee of board and shall be filed with the corporate records. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws or in the absence of rules adopted by the Board, the committee may adopt such rules.

ARTICLE VII

OFFICERS

SECTION 7.01. OFFICERS.

The officers of the corporation shall include the following:

President Vice President

Secretary Treasurer

Registrar Director of Referees

Director of Coaches Director of Team Parents

Player Agent Schedules Officer

Publicity Officer Concessions Officer

Competitive Recreation Coordinator Non-Competitive Recreation Coordinator
Club Liaison

The corporation may also have, at the Board’s discretion, a Chairman of the Board, one or more Vice Presidents, one or more assistant Secretaries, one or more assistant Treasurers, and such officers as may be appointed in accordance with Section 7.03 of these Bylaws. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the Chairman of the Board.

SECTION 7.02. ELECTION OF OFFICERS.

a) The officers of the corporation, except those appointed in accordance with the provisions of Section 7.03 of this Article VII, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

SECTION 7.03. OTHER OFFICER.

a) The Board may appoint and may authorize the Chairman of the Board or the President or another officer to appoint any other officers that the corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board.

SECTION 7.04. REMOVAL OF OFFICERS.

a) Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by an officer of whom such power of removal may be conferred by the Board of Directors.

SECTION 7.05. RESIGNATION OF OFFICERS.

a) Any officer may resign upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

SECTION 7.06. VACANCIES IN OFFICE.

a) A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

SECTION 7.07. RESPONSIBILITIES OF OFFICERS.

a) Chairman of the Board. If a Chairman of the Board is elected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is not a President, the Chairman of the Board shall also be the Chief Executive Officer and shall have the powers and duties of the President of the corporation prescribed by these Bylaws.

b) President/Chief Executive Officer. Subject to the control and supervision of the Board, the President shall be the Chief Executive Officer and general manager of the corporation and shall generally supervise, direct and control the activities and affairs and the officers of the corporation. The President, in the absence of the Chairman of the Board, or if there be none, shall preside at all meetings of the Board. The President shall keep complete and accurate documentation of all activities of the President, which shall be deemed as part of the official records of this Corporation, and shall tender all such documentation and records to the successor President immediately upon leaving office. The President shall submit to the Secretary, to be kepth in the official records of the Corporation, a true and correct copy of all documentation relating to the activities of the President. The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Duties to include, but not limited to:

1) Represent the Corporation at events and functions to promote the Corporation.

2) Manage the operation of all Directors and Officers.

3) Attend District Annual General Meeting.

4) Attend CYSA-South Annual General Meeting.

5) Attend District level Presidential meetings.

6) Assist in all HYSL events as needed.

c) Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank, shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President (s) shall keep complete and accurate documentation of all activities of the Vice President (s), which shall be deemed a part of the official records of this Corporation, and shall tender all such documentation and records to the uccessor Vice President (s) immediately upon leaving office. The Vice President (s) shall submit to the Secretary, to be kept in the official records of the Corporation, a true and correct copy of all documentation relating to the activities of the Vice President (s). The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board or the Bylaws. Duties to include, but not limited to:

1) Purchase and selection of uniforms, balls, trophies, and equipment as needed to operate the Corporation, subject to approval of the Board of Directors.

2) Co-Chair committees as needed.

3) Act as principle liaison with all outside vendors.

4) Assist in all HYSL events as needed.

5) Act as principle representative with local school district and Park and Recreation Boards.

d) Secretary. The Secretary shall serve all notices required by Law, or the Bylaws of the Corporation, and in case of his/her absence, refusal, or inability to act, his/her duties may be performed by any person whom the Board of Directors may direct. Duties to include, but not limited to:

1) Distribution of all phone and mail messages.

2) Handling of HYSL Hotline.

3) Book of Minutes. The Secretary shall keep or cause to be kept, at the principle office or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board and of committees of the Board. The Secretary shall also keep, or cause to be kept, at the principle office in the State of California, a copy of the Articles of Incorporation and Bylaws, as amended to date. If the corporation is one having members, the Secretary shall also maintain a complete and accurate record of the membership of the corporation, as well as a record of the proceedings of all meetings of the membership.

4) Notices, Seal, and other Duties. The Secretary shall give, or cause to be given, notice of all of the meetings of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

e) Chief Financial Officer (Treasure). The Treasurer shall prepare financial statements on a monthly basis for the Board of Directors and assist the Board in establishing a proposed budget. Duties to include, but not limited to:

1) Responsible for payment of all bills.

2) Liaison between the Corporation and the CPA.

3) Responsible for all taxes being filed.

4) Responsible for collection of all fundraising, sponsorship, and concessions monies as needed.

5) Books of Account. The Chief Financial Officer of the corporation shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the corporation, and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or these Bylaws to be given. The book of account shall be open to inspection by any Director at all reasonable times.

6) Deposit and Disbursement of Money and Valuables. The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions as Chief Financial Officer and of the financial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
7) Bond. If required by the Board, the Chief Financial Officer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under control of the Chief Financial Officer upon death, resignation, retirement, or removal from office.

f) Other Officers:

1) Fields Officer. The Fields Officer’s responsibilities shall include, but not be limited to:

a) Establish a committee to take care of playing facilities in preparation for games.

b) He/she shall be responsible for the laying out and maintenance of the playing field lines.

c) Be responsible for determining the opening and closing schedule of Board members on game days and post game clean up.

d) Be responsible for inventory and upkeep of all outdoor equipment and control thereof.

e) Responsible for the procurement, inventory, and upkeep of all outdoor stored equipment and control thereof.

2) Director of Referees. The Director of Referee’s responsibilities shall include, but not be limited to:

a) Secure sufficient referee personnel for all games.

b) Provide training of personnel.

c) Prepare referee schedule for all games.

d) Ensure that all equipment and fields meet the standards of HYSL.

e) The Director of Referees shall Chair the Rules and Disciplinary Committee.

f) The Director of Referees shall be a qualified referee of HYSL.

3) Player Agent. The Player Agent’s responsibilities shall include, but not be limited to:

a) Act as a liaison between players and the Board of Directors and be present at all player hearings.

b) Responsible for administering the player waiting list.

c) Be Co-presiding Officer at a team selection meeting.

d) Help in establishing policies for team formations with the Registrar and Director of Coaches.

4) Registrar. The Registrar’s responsibilities shall include, but not be limited to:

a) Maintain all records pertaining to playing members and team rosters.
b) Set up the registration and advise registrants of the schedule to be followed.

c) Be presiding Officer at registration.

d) Help in establishing policies for team formations with the Player Agent and Director of Coaches.

e) Liaison to CYSA-South Risk Management and Registration.

f) Be Co-presiding Officer at a team selection meeting.

g) Will also hold the title of League Risk Management Coordinator (LRMC) and be responsible for the administration of the “Risk Management” program in place in CYSA-South and will ensure that HYSL remains in compliance with risk management rules and regulations. The LRMC will maintain the confidentiality of the information on the CYSA-South Disclosure Form. The LRMC will disseminate and collect all disclosure forms and ensure that all program administrators submit a disclosure form each seasonal year. Provide the SRMC with a listing of all program administrators as a means of checking compliance by all program administrators in the “KIDSAFE” program. The LMRC shall establish a “point of ontact” with local law enforcement, i.e. police or sheriff and be responsible for checking each disclosure form against the CD-ROM containing the names and other pertinent information of the locally registered sex offenders and report any potential matches to the State Risk Management Chairman (SRMC) and District Risk Management Chairman (DRMC) for follow-up action. Work with the Director of Registration in maintaining the Risk Management program. Submit all completed disclosure forms to the DRMC. Attend any of all CYSA-South meetings or seminars on the Risk Management program.

5) Publicity Officer. The Publicity Officer’s responsibilities shall include, but not be limited to:

a) Ensure all sponsors are furnished playing schedules of their respective teams.

b) Furnish team standings to media sources weekly.

c) Shall be in charge of the development and distribution of publicity, both internal and external, and generally conduct such promotional activities required by HYSL expansion and recognition.

d) Shall be responsible for website management, newsletter, and media publications.

e) Shall be responsible for game cards and standings.

6) Director of Team Parents. The Director of Team Parent’s responsibilities shall include, but not be limited to:

a) Train/communicate with all team parents.

b) Coordinate all fundraising activities with the Publicity Officer.

c) Assist the Concessions Officer in organizing a schedule of teams to help manage the snack bar.

7) Director of Coaches. The Director of Coaches responsibilities shall include, but not be limited to:

a) Secure sufficient Coach/manager personnel for all teams.

b) Coordinate training for all coaching personnel through the education and training requirements as set forth by CYSA-South.

c) Ensure that a screening process is established for the selection of team managers and coaches.

d) Chair the committee for All-Star player and coach selection.

e) Be responsible for establishing rules and procedures in regards to team policies with the help of the Registrar and Player Agent.

f) Act as a liaison between coaches and the HYSL Board of Directors.

8) Club Liaison. The Club Liaison shall act as a liaison between the Club teams and the Board of Directors. He/she shall act as an advisor and coordinator and will work in conjunction with the Schedules Officer to coordinate Club Schedules. He/she shall represent the Club program at all recreational activities.

9) Schedules Officer. The Schedules Officer’s responsibilities shall include, but not be limited to:

a) Prepare a tentative playing schedule for each division and submit to the Board for approval.

b) Request facilities for practice and game use.

c) Schedule all teams with practice times and fields.

10) Concessions Officer. The Concessions Officer’s responsibilities shall include, but not be limited to:

a) Obtain and maintain food concession (s) permit as needed for all HYSL functions.

b) Run and prepare a schedule of duties for the concession stands in conjunction with the Director of Team Parents.

c) Maintain inventory records and bookkeeping for all activities within the concessions stand.

d) The Concessions Officer will be food handler certified by the first game of the playing season and be responsible for the restocking and closing of the snack bar.

11) Non-Competitive Recreation Coordinator. The Non-Competitive Recreation Coordinator’s responsibilities shall include, but not be limited to:

a) Assist the Director of Coaches as needed.

b) Help coordinate coach’s training for all non-competitive age divisions.

c) Assist the Director of Referees to ensure each game in the non-competitive age group has an assigned referee.

d) Assist in distributing information to all non-competitive coaches.

12) Competitive Recreation Coordinator. The Competitive Recreation Coordinator’s responsibilities shall include, but not be limited to:

a) Assist the Director of Coaches as needed.

b) Help coordinate coach’s training for all competitive age divisions.

c) Assist the Director of Referees to ensure each game in the competitive age group has an assigned referee.

d) Assist in the All-Star coach selection committee.

e) Assist in the All-Star player selection committee.
f) Shall be a liaison between competitive age divisions and Schedules Officer in the rescheduling of any competitive matches. All officers shall have such other duties and responsibilities as may be prescribed by the Board.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

SECTION 8.01. INDEMNIFICATION.

a) Right of Indemnity. To the full extent permitted by the law, this corporation shall indemnify its Directors, Officers, Employees and other persons described in Section 5238 (a) of the California Corporation Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding”, as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in this Bylaw, shall have the same meaning as in Section 5238 (a) of the California Corporation Code.

b) Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 5238 (b) or Section 5238 (c) of the California Corporation Code, the Board shall promptly determine in accordance with Section 5238 (e) of the 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. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 5238 (b) or Section 5238 (c) has been met.

c) Advancement of Expenses. To the full extent permitted by the law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation thereof.

SECTION 8.02. INSURANCE.

The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, Employees and other agents of the corporation, against any liability asserted against or incurred by an Officer, Director, Employee or Agent in such capacity or arising out of the Officer’s, Director’s, Employee’s or Agent’s status as such.

ARTICLE IX

RECORDS AND REPORTS

SECTION 9.01. MAINTENANCE OF CORPORATE RECORDS.

The corporation shall keep:

a) Adequate and correct books and records of account.

b) Minutes in written form of the proceedings of the Board and committees of the Board.

c) If applicable, a record of its members, giving their names and addresses and the class of membership held.

SECTION 9.02. INSPECTION BY DIRECTORS.

Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and the records of each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

SECTION 9.03. ANNUAL REPORT.

Except as provided under Section 6321 ( c ), (d), or (f) of the California Corporations Code, not later than one hundred twenty (120) days after the close of the fiscal year of the corporation, the Board shall cause an annual report to be sent to all members of the Board. Such report shall contain the following information in reasonable detail:

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

b) The principle changes in assets and liabilities, including trust funds, during the fiscal year.

c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.

d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

e) Any information required by Section 9.04.

f) The fiscal year will start on February 1st and end on January 31st of the following year. The annual meeting shall be held no later then November 30th.

SECTION 9.04. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATION.

The corporation shall prepare annually and furnish to each Director a statement of any transaction or indemnification of the following kind within one hundred twenty (120) days after the close of the fiscal year of the corporation:

a) Any transaction to which the corporation, its parent or its subsidiary was a party, and in which any Director or officer of the corporation, its parent or subsidiary (but mere common directorship shall not be considered such an interest) had a direct or indirect material financial interest, if such transaction involved over fifty thousand dollars($50,000), or was one of a number of transactions with the same person involving, in the aggregate, over fifty thousand dollars ($50,000).
b) Any indemnification’s or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or Director of the corporation pursuant to Section 8.01. The statement shall include a brief description of the transaction, the names of the Director(s) or Officer(s) involved, their relationship to the corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

SECTION 9.05. FINANCING AND ACCOUNTING.

a) The Board of Directors shall decide all matters pertaining to the finances of the HESPERIA YOUTH SOCCER LEAGUE and it shall place all income, including League funds, into a common HESPERIA YOUTH SOCCER LEAGUE treasury, directing the expenditures of same, with the exception of competitive teams.
b) The Board shall not permit the contribution of funds or property to individual teams but shall solicit same for the common treasury of the HESPERIA YOUTH SOCCER LEAGUE, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the league, with the exception of competitive teams.

c) The Board shall not permit the solicitation of funds in the name of HESPERIA YOUTH SOCCER LEAGUE unless all of the funds as raised are placed into the HESPERIA YOUTH SOCCER LEAGUE treasury. All funds donated for a specific use, however, shall be utilized for that use only provided that use exists, with exception of competitive teams.

d) The Board shall not permit the disbursement of HESPERIA YOUTH SOCCER LEAGUE funds for other than the conduct of HESPERIA YOUTH SOCCER LEAGUE activities.

e) No Director, Officer, or member of the HESPERIA YOUTH SOCCER LEAGUE shall receive directly or indirectly, any salary, compensation, or other benefits from the HESPERIA YOUTH SOCCER LEAGUE for services rendered as Director, Officer, or member.

f) All monies received shall be deposited to the credit of the HESPERIA YOUTH SOCCER LEAGUE in the designated bank and all disbursements shall be made by check. All checks shall be signed by the HESPERIA YOUTH SOCCER LEAGUE treasurer and such other officer or officers, or person or persons, as the Board of Directors shall determine.

g) The fiscal year of the HESPERIA YOUTH SOCCER LEAGUE shall begin February 1st and end January 31st.
ARTICLE X

CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term “person” includes both a legal entity and a natural person.

ARTICLE XI

AMENDMENTS

SECTION 10.01. AMENDMENT BY MEMBERS.

New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of a majority of the members of the corporation. The term “majority”, as used in this Section, is as defined in the California Nonprofit Corporation Law.

SECTION 10.02. ACTION BY THE BOARD.

The Bylaws may be amended or repealed and new Bylaws may be adopted by a majority vote of the Board.

SECTION 10.03. LIMITATIONS ON AMENDMENT OF BYLAWS.

Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended, or repealed except by the vote of such greater number. No amendment may extend the term of a Director beyond that for which such Director was elected.

SECTION 10.04. MAINTENANCE OF RECORDS.

The Secretary of the corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the corporation and is maintained with the official records of the corporation at the principle office of the corporation.

ARTICLE XII

POLICY STATEMENT

SECTION 11.01. STATEMENT OF ADDITIONAL RULES.

The Board of Directors may approve and/or ratify a Statement of Rules or Policy at any time, provided that such statement is not inconsistent with these Bylaws.

SECTION 11.02. OPERATING PROCEDURES – PRESEASON.

a) When requested, each player shall submit their birth certificate for age verification. Only approved birth certificates will be accepted. Acceptable birth certificates are those issued by government agency or military hospital.

b) The Board of Directors shall set dates for each season for:

1) Registration of players.

2) Post-registration coaches meetings and training.

3) Divisions and team player selection.

4) Opening Day.

5) Annual Meeting.

SECTION 11.03. COACH SELECTION.

All coaches shall be approved by the Board, subject to the selection criteria that the Board shall determine from time to time. All coaches must be certified with an “F” license (at least) by CYSA-S.

SECTION 11.04. PLAYERS ASSIGNMENT AND TEAMS.

Team assignments shall be conducted pursuant to the CALIFORNIA YOUTH SOCCER ASSOCIATION – SOUTH guidelines, as set forth yearly by CYSA-SOUTH.

SECTION 11.05. AFFILIATION.

The HESPERIA YOUTH SOCCER LEAGUE is a self-governing affiliate of the CALIFORNIA YOUTH SOCCER ASSOCIATION – SOUTH.

SECTION 11.06. RULES OF PLAY.

Rules of Play shall be determined and approved on a yearly basis by the Board of Directors each year. The Board shall also adopt a “Code of Conduct” which will be in effect for all members and spectators.

SECTION 11.07. VOLUNTEERS.

All volunteers shall be subject to CYSA-S policies and procedures.

SECTION 11.08. REGISTRATION.

a) Placement of players will be accomplished in such a manner as the rules and guidelines set forth by the Board of Directors during the current year, as to equalize the number of players on each team and to maintain division age/ability balance.

b) Players will be individually placed on an existing team by the registrar, when a vacancy exists.

c) If no vacancy exists, the registrant will be placed on a waiting list until an opening is available or until a sufficient number of registrations are received to form a new team.

d) Movement of players from the waiting list to team rosters shall be in the order that the registration was received by calendar date.

e) The HYSL Board of Directors shall set the registration fees for recreational and Club soccer prior to the beginning of registration and tryouts each season.

f) A REFUND POLICY will be established by the Board of Directors at the beginning of each season, prior to registration.

CERTIFICATE OF SECRETARY

I, the undersigned, certify that I am presently elected and acting Secretary of HESPERIA YOUTH SOCCER LEAGUE, a California Nonprofit Public Benefit Corporation, and the above Bylaws are the Bylaws of this corporation as adopted at a meeting of the Board of Directors held on April 24, 1995.

Executed on April 24, 1995, at Hesperia, California.

SUSAN BANDAS, Secretary

Amended on November 13, 2001, at Annual General Meeting in Hesperia, California.
KELLY WELTY, Secretary

Amended on November 13, 2007, at Annual General Meeting in Hesperia, California.

KATINA BRIONES, Secretary
.The Board of Directors (“the Board”) may change the principle office from one location to another.Any change of location of the principle office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

Code of Conduct - Bylaws