FC Deportivo
Bylaws

F.C. Deportivo Bylaws

The organization shall be known as F.C. Deportivo Arizona, Inc. hereinafter referred to as the Club. The Club will maintain status as a non-profit organization under the laws of the United States of America and the State of Arizona and shall maintain its tax-exempt status under the 501(c)(3) section of the Internal Revenue Service Code.

The Club serves the Phoenix metropolitan area, Glendale, Tolleson, Peoria , and Goodyear area.

ARTICLE I

VISION, MISSION & PURPOSE

1.0. Vision – to be recognized as a top-level youth fútbol development organization that provides affordable development and training opportunities to players and their families and generates top-level soccer players and teams at each age level through player-centered coaching.

1.1. Mission – To build a community of soccer players and families who promote respect for the game, understanding and teamwork while developing their skills in an affordable, high-energy, competitive environment.

1.2. Purpose – To provide a strong platform for individual and team success with players, families, coaches, and referees who are proud to positively represent the Club and increase community involvement. Respect for teammates, opponents, officials, parents, and staff is always a top priority of the Club.

The Club will take charge of soccer in the community to support and encourage our players and their families to make an impact on their futures. The Club believes that fees should be affordable to all players, and not be an obstacle for players and families to prevent them from having competitive soccer experience and opportunity.

The Club will provide opportunities to its players, coaches, and referees to learn and experience the game of soccer through soccer programs as defined by Arizona Youth Soccer Association and other National and International sanctioning associations.

The Club will promote and develop the game of soccer among youth players (Boys and Girls under 19 years of age), residing within the Club’s service area and surrounding areas, and will promote positive competitive amateur soccer for these youth players.

The Club will apply and administer FIFA Laws of the Game through the Club and Arizona Youth Soccer League’s rules.

Article II

CLUB AFFILIATION WITH OTHER ORGANIZATIONS

2.1. The Club shall be a member of and comply with the Bylaws and Policies of Arizona Youth Soccer Association (A.Y.S.A.), United States Youth Soccer (U.S.Y.S.) and the United States Soccer Federation (U.S.S.F.).

2.2. The Club shall maintain its bylaws and policies in compliance with the bylaws and policies of Arizona Youth Soccer Association, United States Youth Soccer, and the United States Soccer Federation. In the event of any

conflict between the bylaws and policies of the Club and the bylaws and policies of the organizations of which it is a member, the provisions of the organization of which the Club is a member shall take priority.

Article III

MEMBERSHIP

3.1. Equal Opportunity – The Club will not discriminate against any individual on the basis of race, color, religion, age, sex, national origin, disability, or sexual orientation.

3.2. Participation, Fees, Dues – The Club’s participation is open to any youth soccer player, boys and girls, age 6 to 19, and to coaches, trainers, referees, managers, administrators and volunteers who are not serving a suspension by A.Y.S.A. or any organization of which it is a member, any of its member clubs, or by any amateur soccer organization in its territory. There shall be (1) class of Member participation. Each duly registered player in any of the Club’s offered programs for the year in question shall be considered a Member. The Board of Directors may determine, from time to time, the amount of initiation fee and dues that shall be due and payable.

3.2.1. Removal of Members – Members may be removed from membership by a majority vote of the Board of Directors. In the case of equality of votes, the Chairman of the Board of Directors will have an additional or deciding vote. For any cause other than nonpayment of dues or initiation fees, removal may occur only after the member complained against has been advised of the complaint lodged and has been given reasonable opportunity to present a defense to the Board of Directors. Any member delinquent in the payment of fees or dues for thirty (30) or more days shall be notified of such delinquency by the Chairman of the Board of Directors. The Board of Directors may remove a member from membership for failure to pay dues or fees imposed by the Corporation thirty (30) days after notification of such delinquency, and such member shall be deemed to have resigned from the Club. Such person shall not be eligible for reinstatement except upon payment of the full amount due.

3.3. Youth Participants – The Club’s youth participants are players registered age 6-19. The participants shall submit an application to the Club’s Registrar in the format prescribed by the Club. Annual fees will be established by the Club and will be payable to the Club and shall accompany all player applications. The fee will be in the amount(s) as determined and approved by the Club’s Board of Directors. Scholarship players will also be required to submit a player application and financial assistance form and may be eligible to have some of their annual fee(s) reduced by an amount determined by the Club. In turn, it is expected that Scholarship players and their families will have a high level of participation in the Club and the Club’s activities. Acceptance by the Club shall constitute approval of the player application, provided space is available on the team for the player.

3.4. Adult Participants – The Club’s adult participants are adults who are officers, directors, employees, coaches, trainers, managers, referees, administrators, parents/guardians, or volunteers who work on behalf of the Club. If required, acceptance of adult participants by the Club shall be subject to approval of the application and verification by A.Y.S.A. that the adult applicant’s risk status is “Approved”. The Club may not accept an individual who is restricted or suspended from participation by any sports organization.

3.5. Both Youth Participants and Adult Participants shall be subject to A.Y.S.A.'s bylaws and policies as well as the Club's bylaws and policies.

3.6. As applicable, all Adult Participants must submit to annual background checks in accordance with the Club and A.Y.S.A. policies and requirements.

3.7. Adult Members – are the registered Adult Participants of the Club.

3.8. Parent Members – are the parents or legal guardians of the Youth Participants.

3.9. Voting by Members – At the Annual General Membership Meeting and any Special General Membership Meetings, all Adult Members and Parent Members shall be eligible to vote on matters that are brought before the meeting, subject to the following limitations:

a) Parent Members are limited to not more than 2 voting persons per family.

b) Each voting person is limited to one vote; regardless of the number of offices that person may hold.

c) Each eligible Player is entitled to (1) vote for each matter open to voting by the membership. If the eligible player has not yet attained eighteen (18) years of age, the under-age player cannot cast a vote. Players under the age of 18 must be represented by their parent or guardian.

3.10. Method of Voting – A vote may be cast in-person, or by proxy. If a vote is cast by proxy (“proxy vote”), the proxy vote shall i) be in writing; ii) be dated no more than fifteen (15) days prior to the vote; iii) identify the player, iv) be signed by the voter, and v) be notarized. A proxy vote that fails to satisfy all the elements of the previous sentence shall not be counted as a vote, and the player in question shall be deemed to have abstained from voting. A proxy vote in substantially the following form shall be deemed a valid proxy vote:

“PROXY TO VOTE

I, ___________________ [Name of voter; if voting for under-age player, include name of under-age-player], effective as of ____________ [DATE], hereby designate ___________________ [NAME OF INDIVIDUAL GIVEN PROXY] to vote for [NAME OF PLAYER].

__________________________________ [SIGNATURE OF VOTER]

[NAME OF VOTER]
STATE OF ARIZONA)) ss.
County of Maricopa)

I, the undersigned Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that ________________ [NAME OF VOTER], personally known to me to be the same person whose name is subscribed to the foregoing trust instrument, appeared before me this day in person and acknowledged that he signed and delivered the instrument as his free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal, this __ day of __________, 20__. Notary Public”

3.11. The Term of Membership. The term of membership for all members shall be one competitive season, for example, Fall 2017 through Spring 2018.

Article IV

ORGANIZATION & BOARD OF DIRECTORS

The governing authority of the Club shall be vested in an elected body known as the Board of Directors (the Board), which shall exercise the right of decision on all matters pertaining to the Club’s affairs. The power and duties of the Board shall include, but not be limited to, the following responsibilities:

Selection of the Director of Coaching.

2. Strategic planning, vision, and long-term direction of the ClubBusiness operations of the Club.

3. Maintenance and implementation of the Club’s Policies and Procedures.

4. Fundraising.

5. Supervision of the Club operations as required by law.

4.1. Number and Qualification – The Board of Directors (the Board) shall be the representative governing authority of the Club. The Board will conduct the business of the Club and shall be composed of elected officers, and other elected directors. The number of directors may be modified from time to time, but the number shall never be fewer than five (5). Although it may not be possible in every circumstance, an effort should be made to elect an odd number of directors to the board to prevent tie votes.

4.2. Election – Except as provided in these Bylaws for the filling of vacancies, the general membership consisting Adult Participants as defined in Article 3.4 shall elect the Board of Directors and Officers of the Club at the Annual General Meeting. Each player, parent and director shall have one (1) vote each. Each Director will be elected for a period of two (2) years and shall hold office until a successor is elected and qualified, or until such director's earlier resignation or removal.

4.2.1. Term of Office – The term of office for Officers and Directors shall be one (1) year with the board making an attempt to stagger the election of its members to promote continuity of the Board.

4.3. Place of Meeting – All meetings of the Annual General Membership and the Board of Directors shall be held at such place within the State of Arizona, as the directors may fix or determine from time to time.

4.4. Annual General Membership Meetings – The Annual General Membership (AGM) Meeting of the Club shall be held in the State of Arizona within the month of April of each year or on such a date as designated by the directors. The membership shall meet for the purpose of electing the directors and officers of the Club for the following year, make changes to the bylaws, if needed, approve the budget and any other business transaction as may properly come before such a meeting. Notice of the AGM shall be given in the same manner as notices of any Regular Board Meeting.

4.5. Regular Board Meetings –

(a) Regular meetings of the Board of Directors shall be called by the President and held at a time agreed upon by a majority vote of the Board of Directors. The Board of Directors may change the frequency, time, and date of such meeting by a majority vote of such Directors at any regular monthly meeting of such Board. Notification of the time and location shall appear in the Minutes of the latest meeting.

(b) A regular meeting of the Board of Directors shall be held without notice immediately after the Annual General Meeting.

1. Call to Order

2. Roll Call

3. Introduction of Guests

4. Presentation by Guests

5. Acceptance of Minutes

6. Correspondence

7. Reports

8. Approved Budget

9. Unfinished Business

10. New Business

(d) All issues to be resolved shall be debated in an informal fashion and finalized by Robert’s Rules of Order, current edition.

(e) There may be times when members or non-members of the Club who wish to attend Board meetings will be asked to leave so that internal and private matters may be discussed. The option to exclude a member from a Board meeting is solely at the discretion of the Board, as decided by a majority vote.

4.6. Special Meetings – Executive Committee or Special Board of Directors meetings shall be called by the President (or, in the absence of action by the President, by the Secretary) upon the written request of a majority of the directors' then serving. A special meeting of the Board of Directors may be held upon twenty-four (24) hours' notice to each director, if notice is delivered personally or by telephone, email, text, telegraph, or other similar means of communication, or upon three (3) days' notice if mailed, postage prepaid, to each director at his address that appears on the books of the Club. Notice shall be deemed to be delivered to such director upon such mailing. Notice to the directors of a special meeting of the Board of Directors must identify the business to be transacted at, or the purpose of, the meeting so called.

4.7. Quorum – At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business; but if, at any meeting of the Board of Directors, there is less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is present. At any such adjourned meeting at which a quorum of the directors shall be present, any business may be transacted which may have been transacted at that meeting as originally called.

4.8. Waiver of Notice – Notwithstanding Section 4.6 hereof, any or all directors may waive notice of any meeting in writing, email, text or by telegraph, and attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

4.9. Telephonic Meeting – One or more directors may participate in a meeting of the Board of Directors by means of a conference telephone conversation or any similar communications equipment by means of which all persons participating in the meeting may hear each other, and participation in a meeting pursuant to this Section 4.8 shall constitute attendance in person at such meeting.

4.10. Action without a Meeting – Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if written consent setting forth the action to be taken shall be signed by all of the directors.

4.11. Committees – The Board of Directors may, from time to time, designate one or more committees which shall exercise such powers as may be assigned to it by the Board of Directors. The majority of the members of any committee so created must be directors.

4.12. Vacancies and Removal.

(a) Any vacancy, including a vacancy resulting from an increase in the number of directors, may be filled for the remainder of the term, by the affirmative vote of a majority of the directors then in office, or by a sole remaining director, and any director so chosen shall hold office until a successor shall have been elected and qualified.

(b) Should any Director resign or otherwise vacate his or her office during the elected term, the office may be filled for the remainder of the term by election by a majority of the Board of Directors provided that the candidate meets all requirements needed to hold that office.

(c) By a 2/3 majority, the Board of Directors may remove an Officer at any time, with or without cause, by an affirmative vote of the current directors then in office.

(d) A member of the Board of the Directors shall automatically lose such member’s voting privileges on the Board if he/she misses three (3) consecutive meetings or if he/she accumulates four (4) absences during a given business year, from the time he/she was elected as an Officer of the Board. Without the need of a motion, it shall be mandatory for the Board of Directors, at the meeting immediately following the violation of the requirements for attendance to take a written ballot vote to determine whether the Officer should be removed from the Board of Directors.

4.13. Compensation – No member of the Board of Directors as such shall receive any stated salaries, compensation or personal profit or gain, directly or indirectly, derived from their participation or services as Board member of the Club, except for the payment of wages from the Club to the staff position(s) represented on the board such as the Director of Coaching, Director of Programs or any other salaried or paid position appointed by the board, who are elected to the board of directors. These positions are salaried or paid positions in accordance with the resolutions of the Board of Directors.

4.14. Conflict of Interest – Each member of the Board of Directors shall disclose to the Club any personal interest that he or she may have in any matter pending before the Board of Directors and shall refrain from participation in any decision on such matter. All members of the Board of Directors shall refrain from obtaining any list of members for personal or private solicitation purposes at any time during the term of their membership on the Board of Directors. None of the Club's employees, consultants or independent contractors (or any of their family members, including, without limitation, any spouse, child or parent of an employee, consultant or independent contractor) shall be eligible to serve as a member of the Board of Directors; provided, however, that the foregoing shall not disqualify Directors of Coaching from receiving wages from the Club and serving on the Board of Directors. No family member of a member of the Board of Directors, including, without limitation, a spouse, child or parent of a member of the Board of Directors, shall be eligible to serve as a member of the Board of Directors.

Article V

OFFICERS

It is understood that the Board of Directors who have been elected by the general membership have the responsibility for governance and oversight of the operations of the Club and not to manage the officers of the Club.

5.1. Officers – The officers of the Club, all of whom shall be elected or appointed by ballot at the Annual General Meeting. Each officer shall enter into an employment agreement approved by the Board of Directors. The employment agreement will define the Terms and Conditions of employment including compensation, fringe benefits, duties, and responsibilities. The officers shall be but are not limited to:

a) President

b) Vice-President

c) Secretary-Treasurer

e) Director of Business Development and Marketing

f) Director of Coaching

g) Director of Programs

h) Director of Player and Coaches Development

i) Player Registrar

5.2. President – The President shall supervise all activities of the Club and Board. The President shall be the presiding Officer at all Club meetings. The President shall appoint committees as needed or when charged to do so by a majority of the elected officers and shall be an ex officio member of all committees. The President shall be the official representative of the Club in all interactions with the public, except when another person has been given that authority by the President with the approval of the Board. The President shall act as the Risk Management Coordinator for the Club.

5.3. Vice President – The Vice President (V.P.) shall assume the duties of the President in the President's absence and otherwise assist the President as required. The V.P. shall serve as Club Parliamentarian and be a voting member of the Board.

5.4. Secretary – The Secretary shall keep and publish an accurate record of all meetings, maintain the files of the Club and be responsible for the preparation of the annual report, and be a voting member of the Board.

5.5. Treasurer – The Treasurer shall oversee the financial affairs and activities of the Club, shall keep an accurate, informative, timely and verifiable record of all moneys received and disbursed by the Club, all assets owned or controlled by the Club and all debts owed by the Club. The Treasurer shall maintain checking account(s) with signature authority vested in no fewer than two (2) Club officers with dual signatures required for any expenditure in excess of $3,000. The Treasurer shall disburse funds for authorized purposes in accordance with authorized procedures, prepare and submit annual financial information to the general membership at the Annual General Meeting, and shall provide financial statements acceptable to the board at each regular meeting of the Board or as otherwise directed. The Treasurer or the Secretary shall prepare, or cause to be prepared, all documents required to allow the Club to maintain its tax-exempt status under the Internal Revenue Code and the laws of the State of Arizona.

5.6. Director of Coaching – The Board may appoint a Director of Coaching to manage the Club's coaches. If appointed, the Director of Coaching shall attend regular meetings of the Board and shall advise the Board on all issues relating to player and coach development. At the election of the Board, the Director of Coaching may be a voting member of the Board. Should circumstances warrant, the Board reserves the right to remove the coach from the Board and/ or dismiss the coach from the Club. The Director of Coaching shall be responsible for establishing a program of player and coach development and will be responsible for the following functions:

Develop and carry out a Coach Development Program including scheduling and for providing coaching clinics, conducting meetings for the coaches, setting policy, and providing training related to acceptable behavior and other activities as appropriate to facilitate the training of the coaches and the players.
Communicate to Coaches information on programs, Club policies and general information relating to Club activities and team organization.
Coordinate the recruitment and selection of coaches, subject to approval by the Board.
Coordinate with the Registrar the assignment of coaches to teams.
Report to the Board on all matters relating to coaching.

5.7. The Executive Committee – When and if appropriate, the Board shall name an Executive Committee to conduct business when needed. It shall consist of the elected officers and may conduct business on behalf of the Board between meetings of the full Board. Such actions shall be subject to ratification by the full Board at the next regular business meeting.

The Executive Committee shall:

a) Consider such matters of management or operational interest to the Club or Board as are brought before it.

b) Appoint the members of any required hearing committee(s) for protests or complaints regarding the conduct of coaches, spectators, parents, and/ or players.

c) Report all of the Committee's actions to the full Board for ratification at the Board's next regular meeting.

The quorum of the Executive Committee shall consist of no less than three (3) members.

5.8. Ex-officio Members of the Board.

5.8.1 Registrar – The Registrar shall be Ex-officio. The Registrar shall be responsible for registering all accepted applicants within the Club and registering those individuals with A.Y.S.A. as required. The Registrar shall certify birth dates as necessary and accept required forms and fees from Club participants. All fees shall be given to the Treasurer for deposit. The Board may appoint assistant registrars to help them in performing the Registrar's duties. The Registrar position itself does not carry the power to vote. However, if the Registrar is an elected member of the Board of Directors, the Registrar would then have the right to vote as a member of the board while in that position.

5.8.2. Appointed Coordinators – The Board may appoint coordinators to manage the programs that the Club provides. Appointed Coordinators shall serve for the seasonal year in which they are appointed unless another term is set by the Board upon appointment. Appointed coordinators serve at the pleasure of the Board and may be removed by a majority vote of the Board at any Board meeting. Appointed Coordinators shall attend regular Board meetings, shall advise the Board on all matters pertaining to the programs under their jurisdiction, and may participate in Board discussions. Appointed Coordinators shall not, however, be entitled to vote on issues before the Board and shall not be considered in determining whether a quorum is present for conducting business at a Board meeting.

The Board is authorized (but not required) to appoint coordinators to manage the programs described in the following sections.

5.8.3. Academy Soccer Coordinator – The Academy Soccer Coordinator in coordination with the Director of Coaching shall be responsible for Academy soccer play at U6-U18 and shall:

a) Develop and carry out the Club's Academy Soccer Program in compliance with the rules and team formation policies for Academy teams.

b) Communicate information on programs, Club policies, and general information relating to Club activities and team organization to Academy team coaches.

c) Coordinate the recruitment and selection of coaches with the subject to Board approval.

d) Coordinate with the Registrar and Coaches the assignment of coaches to teams. e) Report to the Board on all matters relating to Academy soccer.

f) Develop and carry out a Developmental Soccer Program for the Academy players.

The Board may assign assistants to the Academy Soccer Coordinator to help manage specific age groups.

5.8.4. Recreational Soccer Coordinator – The Recreational Soccer Coordinator shall be responsible for soccer play in A.Y.S.A. recreational leagues and in coordination with the Head Coach shall:

a) Develop and carry out a Recreational Soccer Program in compliance with A.Y.S.A. rules and team formation policies for recreational teams.

b) Establish the dates and times for tryouts for recreational players.

c) Identify and schedule evaluators to assist the coaches with evaluating players at the tryouts.

d) Communicate information on programs, Club policies, and general information relating to Club activities and team organization to team coaches.

e) Coordinate the recruitment and selection of coaches with the Head Coach and identify Team Managers within each team, subject to Board approval.

f) Coordinate with the Registrar and Head Coach the assignment of coaches to teams.

g) Ensure that A.Y.S.A. dates are met for registration.

h) Report to the Board on all matters relating to Recreational Soccer.

The Board may assign assistants to the Recreational Soccer Coordinator to help manage specific age groups.

5.8.5. Referee Coordinator – The Referee Coordinator shall establish acceptable qualifications for game officials hired by the Club. The Referee Coordinator shall arrange training to develop referees for the club. The Referee Coordinator shall be responsible for scheduling referees for Club games and maintaining records for payroll as needed. The Referee Coordinator should complete the Assignor Training Course and be certified by U.S.S.F. The Referee Coordinator shall report to the Board on all matters and activities concerning referees.

5.8.6. Field Coordinator – The Field Coordinator shall be responsible for securing fields for practices and games throughout the season, as required. The Field Coordinator shall be responsible for purchasing field maintenance equipment and supplies, organizing, and overseeing field maintenance activities, including field lining and goal post placement. The Field Coordinator will provide goal maintenance and replacement, nets, and goal anchoring needs. The Field Coordinator will select individuals to lay-out and line fields for play, and inspect goals and field equipment for condition and safety.

Article VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

6.0. The Club may, and in all circumstances in which indemnification is mandatory by law shall, indemnify any person who incurs expenses or liabilities by reason of the fact such person is or was an officer, director, employee, or agent of the Club or is or was serving at the request of the Club as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise.

Article VII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

7.1 Contracts – The Board of Directors may authorize any officer or officers, agent, or agents of the Club, in addition to the officers so authorized by these bylaws, to enter any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.

7.2. Checks, Drafts, etc. – All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Club, shall be signed by such officer or officers, agent or agents of the Club and in such manner, as shall from time to time be determined by resolution of the Board of Directors.

7.3. Deposits – All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositaries as the Board of Directors may select.

7.4. Gifts – The Board of Directors may accept on behalf of the Club any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Club.

Article VIII

ADMINISTRATION

8.0. Administration – The Club shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors and shall keep at its registered or principal office a record giving the names and addresses of the directors entitled to vote. All books and records of the Club may be inspected by any director or his agent or attorney, for any proper purpose at any reasonable time.

8.1. Policies – The Board may adopt policies and procedures to govern the operations of the Club. A majority of the vote of those Board members present at any Board meeting at which there is a quorum is sufficient to adopt, repeal, or amend a policy. Once adopted, a policy will govern the operations of the Club until amended or repealed. The Board shall make appropriate provisions to inform its members of Club policies.

8.2. Financial Policies – The Board shall adopt financial control policies that provide details for the handling of the club's financial affairs. Such policies shall be reviewed annually and modified as required by the club's auditors.

8.2.1. The Board shall establish a new fiscal year budget for the upcoming season in September of each year.

8.2.2. The Board shall conduct an annual review of financial statements by an independent source. This may or may not include a full audit of the books. A review may be done by a responsible individual while preparing the tax statement for filing with the IRS, or it may include an actual audit, which is recommended at least every 3-5 years to ensure current accounting practices are being met.

8.2.3. The Board shall cause tax reports to be prepared and submitted to the IRS in accordance with IRS rules for non-profit and tax-exempt organizations.

8.2.4. The Treasurer shall provide financial statements acceptable to the board at each regular meeting of the Board or as otherwise directed.

Article IX

FISCAL YEAR

9.0. The fiscal year of the Club shall begin on the first day of September and end on the last day of August in each year.

Article X

AMENDMENTS

10.0. The general membership and the Board of Directors, each possessing one (1) vote, shall have the power to make, alter and repeal these Bylaws and/ or adopt new Bylaws, by an affirmative vote of a two thirds (2/3) majority of the voting power of the membership present at the AGM; provided that notice of the proposal to make, alter or repeal these Bylaws, or to adopt new bylaws, must be included in the notice issued by the Board of Directors to the general membership in advance of the Annual General Meeting. Bylaws may only be amended during the AGM.

Article XI

DISSOLUTION

11.0. Should the Club be dissolved, all monetary and physical assets remaining after payment of all debts shall revert to A.Y.S.A. provided it maintains its 501(c)(3) status.

Should the club merge with another 501(c)(3) organization of similar purpose, all assets shall be transferred to the surviving entity by the end of the Club's fiscal year.

In the absence of any other provisions than those stated above, upon the dissolution of the Club, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Club is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

SECRETARY'S CERTIFICATE

I, Deanna Kasper, Secretary of (the "Club"), do hereby certify that the foregoing is a true and correct copy of the Club's Bylaws as adopted by the Directors of the Club on the 11th day of December 2017.

IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of December 2017.

Deanna Kaspor

Deanna Kaspor, Secretary

FC Deportivo Bylaws

FC Deportivo
Bylaws