From: Subject: BYLAWS OF ROUND ROCK SOCCER ASSOCIATION Date: Sat, 20 Jun 2009 09:06:48 -0500 MIME-Version: 1.0 Content-Type: text/html; charset="utf-8" Content-Transfer-Encoding: quoted-printable Content-Location: https://mail4.websitesource.net/horde/imp/view.php?popup_view=1&index=294&mailbox=INBOX&actionID=view_attach&id=2&mimecache=edf5952acc425ca6d6b5ad2d99547620 X-MimeOLE: Produced By Microsoft MimeOLE V6.00.2900.5579 =EF=BB=BF BYLAWS OF ROUND ROCK SOCCER ASSOCIATION

Et BYLAWS OF

ROUND ROCK SOCCER ASSOCIATION=20

(May 6, 2009)

A TEXAS NONPROFIT=20 CORPORATION

ARTICLE 1

OFFICES

Principal Office

1.01 The Principal=20 office of the association (RRSA) in the State of Texas shall be located in the City of = Round Rock,=20 County of Williamson. The association may have such other offices, = either within=20 or without the State of Texas, as the Board of Directors may determine = or as the=20 affairs of the association may require from time to time.

Registered Office and Registered Agent

1.02 The association shall have and = continuously=20 maintain in the State of Texas a registered office, and a registered = agent whose=20 office is identical with such registered office, as required by the = Texas=20 Non-Profit Corporation Act. The registered office may be, but need not = be,=20 identical with the principal office of the association in the State of = Texas,=20 and the address of the registered office may be changed from time to = time by the=20 Board of Directors.

ARTICLE 2

MEMBERS

Classes of Members =

2.01 The association shall have one = class of=20 members. The designation of such class and the qualifications and rights = of the=20 members of such = class shall be=20 as follows:

(a) Any parent or guardian of a = participating child in the Round Rock Soccer Association;

(b) Any person that has acted as a sponsor of the association = or has=20 contributed financially to the association, and has been included on the membership rolls; and=20

(c) All officers,=20 coaches and voluntary officials of the association.

Voting Rights

2.02 Each member shall be entitled = to one vote=20 on each matter submitted to a vote of the members.=20 Proxy voting is not permitted.

Termination of Membership

2.03 The Board of Directors, by = affirmative vote=20 of two-thirds of all the members of the Board, may suspend or expel a = member for=20 cause after an appropriate hearing and may, by a majority vote of those = present=20 at any regularly constituted meeting, terminate the membership of any = member who=20 becomes ineligible for membership, or suspend or expel any member for=20 cause.

Resignation

2.04 Any member=20 may resign by filing a written resignation with the = Secretary.

Reinstatement

2.05 Upon written request signed by = a former=20 member and filed with the Secretary, the Board of Directors may, by the=20 affirmative vote of two-thirds of the members of the Board, reinstate = such=20 former member to membership on such terms as the Board of Directors may = deem=20 appropriate.

Transfer of Membership =

2.06 Membership in this association = is not=20 transferable or assignable.

ARTICLE 3=20

MEETING OF MEMBERS =

Annual Meeting =

3.01 = An annual meeting of the = members shall be=20 held on such a date between May 1 and July 1 = of each=20 year as may be determined by the Board of Directors.

Special Meeting

3.02 = Special meetings=20 of the members may be called by the President, the Board of Directors, = or=20 by written request signed by not less than one-tenth of the members having voting rights.

Place of Meeting

3.03 The Board of Directors may = designate any=20 place, either within Williamson County or Travis County, as the place of = meeting=20 for any annual meeting or for any special meeting called by the Board of = Directors.

Notice of Meetings

3.04 = Notice of any annual or special = meeting of=20 the members may be given by any or all of the = following=20 methods:

(a) Posting on the front page of the official website of=20 RRSA;

(b) Publication in the Round Rock Leader not less than 2 = weeks prior=20 to the date of the meeting;

(c) Regular Mail to all members entitled to vote; =

(d) E-mail to all members entitled to vote. =

Quorum

3.05 = The members holding 20% of the = votes which=20 may be cast at any meeting shall constitute a quorum at such meeting. If = a=20 quorum is not present at any meeting of = members, upon=20 objection the meeting shall be=20 adjourned from time to time=20 and without further notice.

Voting by Other = Means

3.06 Where=20 Directors or officers are to be elected by members, such election may=20 permit voting by=20 mail, electronically or in=20 such other manner = as the Board=20 of Directors shall determine. =

ARTICLE 4

BOARD OF DIRECTORS =

General Powers =

4.01 The affairs of the association = shall be=20 managed by its Board of Directors = (Board). Directors must be members of the = association. The Board shall have all powers granted under Chapter 22 = of the=20 Texas Business Organizations Code and the Texas Non-Profit Corporation Act, unless specifically = restricted=20 herein.

Number, Tenure, and Qualifications=20

4.02 The number of = Directors at Large shall be 15, comprised of 9 Directors at Large,=20 and 6 officers comprised of the President, the Vice-President, the Secretary, the = Treasurer, the=20 Field Commissioner and the Select Commissioner.=20 All Directors = except the Field=20 Commissioner and the Select Commissioner shall be elected by vote of the = members. The Field Commissioner and the Select Commissioner shall be = elected by=20 majority vote of the elected Directors.

4.03 Each Director shall hold office for a term of two = years with=20 the term expiring at the second annual meeting of = members=20 following his election and upon the election = and=20 qualification of his successor. Directors may = not be=20 elected to serve on the Board for more than three=20 consecutive terms. Any member that is removed by the Board of Directors may not return to = complete=20 his/her term and may not run in the next election for the Board of=20 Directors.

4.04 Five Directors at Large, the Vice President and the = Treasurer=20 shall stand for election in even numbered years. Four Directors at = Large, the=20 President and the Secretary shall stand for election in odd numbered = years. The=20 Field Commissioner shall be selected in an even numbered year. The = Select=20 Commissioner shall be selected in on odd numbered year. =

4.05 Directors at Large shall = be listed in=20 a group, and members shall be entitled to cast as many votes for = Directors at=20 Large as there are open positions. Cumulative = voting is=20 not permitted. The candidates receiving the top number of votes for the = number of=20 positions available shall be deemed elected. Officers shall be voted on = by=20 position, and shall be deemed elected by receiving a plurality of the=20 votes.

Transition to Staggered Terms

4.04a In conjunction with the adoption of these bylaws, a = notice=20 will be posted on the website of RRSA seeking nominees for all = positions.=20 Positions designated for even year elections shall be selected for 1 = year terms.=20 Upon closing of nominations, the existing and = functioning Board of Directors shall = elect the Directors and Officers of RRSA (Initial Board). = Elections=20 and term limits as = set forth=20 above shall begin with the Annual Meeting in 2010. Following the = election of the=20 Initial Board, this provision will expire and may be removed from the = bylaws=20 without further action.

Regular Annual Board Meeting=20

4.06 A regular annual meeting of the = Board of=20 Directors shall be held without other notice than these bylaws, = immediately=20 after, and at the same place as, the annual meeting of members. The = Board of=20 Directors may provide by resolution the time and place, for the holding = of=20 additional regular meetings of the Board without other notice than such=20 resolution.

Special Meetings =

4.07 Special meetings of the Board = of Directors=20 may be called by or at the request of the President or any three = Directors. The=20 person or persons authorized to call special meetings of the Board may = fix any=20 place as the place for holding any special meetings of the Board called = by=20 them.

Notice

4.08 Notice of any special meeting = of the Board=20 of Directors shall be given at least 24 hours previously thereto either = verbally=20 or otherwise. If mailed, such notice shall be deemed to be delivered = when=20 deposited in the United States mail so addressed with postage thereon = prepaid.=20 Any Director may waive notice of any meeting. The attendance of a = Director at=20 any meeting shall constitute a waiver of notice of such meeting, except = where a=20 Director attends a meeting for the express purpose of objecting to the=20 transaction of any business because the meeting is not lawfully called = or=20 convened. Neither the business to be transacted at, nor the purpose of, = any=20 regular or special meeting of the Board need be specified in the notice = or=20 waiver of notice of such meeting, unless specifically required by law or = by=20 these bylaws.

Quorum

4.09 = A = majority of the=20 Board of Directors shall=20 constitute a quorum for the transaction of business at any meeting of = the=20 Board; but if less = than a=20 majority of the Directors are present at said meeting, upon objection the meeting = shall be adjourned from time to = time=20 without further notice. A director shall be = deemed=20 present if they attend the meeting in person, or if they have given a = written=20 or electronic proxy to another=20 director to act in their stead. =

Manner of Acting =

4.10 = The act of a majority of the = Directors=20 present at a meeting at which a quorum is present shall be the act of = the board=20 of Directors, unless the act of a greater number is required by law or = by these=20 bylaws.

Vacancies

4.11 = Any = vacancy=20 occurring in the Board of Directors and any directorship to = be filled by reason of an = increase in the=20 number of Directors shall be=20 filled by a majority vote of the Board of Directors. A Director elected = to fill=20 a vacancy shall be elected for the unexpired term of his predecessor in=20 office.

Compensation

4.12 Directors as such shall not = receive any=20 stated salaries for their services as Board=20 Members.

Informal Action by Directors=20

4.13 Any action required by law to be taken at a meeting of = Directors, or=20 any action which may be taken at a meeting of Directors, may be taken = without a=20 meeting if a consent in writing setting forth the action so taken shall = be=20 signed by all of the Directors. =

Operation of the Association

4.14 The Board of Directors may, by resolution or = delegation,=20 provide for policies, rules and procedures for the operation of the = association=20 and its programs without need for amendment of these bylaws. =

ARTICLE 5

OFFICERS

5.01 The officers of the association = shall be a=20 president, one or more Vice presidents (the number thereof to be = determined by=20 the Board of Directors), a Secretary, a Treasurer, a Field Commissioner, = and a Select Commissioner. The Board of=20 Directors may elect or appoint a Director at Large, or any other = member, to such other offices as it shall deem desirable, = such officers=20 to have the authority and perform the duties prescribed, from time to = time, by=20 the Board of Directors, and without the = requirement of=20 amendment of these bylaws.=20 The duties may be = altered or=20 added to by the Board of Directors without amendment to these=20 bylaws. No officer = may hold=20 more than one office at the same time.

Removal

5.02 Any officer elected or appointed by the Board of Directors = may be=20 removed by the Board of Directors whenever, in its judgment, the best = interests=20 of the association would be served thereby, = provided,=20 however, that if the position is filled by a Director at Large, the = Director=20 will continue in the Director at = Large position unless removed pursuant to Article = 4.

Vacancies

5.03 = A = vacancy in any=20 office because of death, resignation, disqualification or otherwise, may = be=20 filled by the Board of Directors for the unexpired portion of the=20 term.

President

5.04 The President shall be the principal executive officer of = the=20 association and shall in general supervise and control all of the = business and=20 affairs thereof, subject to the direction of = the Board=20 of Directors. He shall preside at all = meetings of the=20 members and of the Board of Directors, he may sign, with the Secretary = or any=20 other proper officer of the association authorized by; the Board of = Directors,=20 any deeds, mortgages, bonds, contracts, or other instruments which the = Board of=20 Directors have authorized to be executed, except in cases where the = signing and=20 execution thereof shall be expressly delegated by the Board of Directors = or by=20 these bylaws or by statute to some other officer or agent of the = association;=20 and in general he shall perform all duties incident to the office of = President=20 and such other duties as may be prescribed by the Board of Directors = from time=20 to time.

Vice President =

5.05 In the absence of the President or in the event of his = inability or=20 refusal to act, the Vice President shall perform the duties of = President, and=20 when so acting shall have all the powers of and be subject to all the=20 restrictions upon the President. Any Vice President shall perform such = other=20 duties as from time to time may be assigned to him by the President or = Board of=20 Directors.

Treasurer

5.06 = The Treasurer shall have charge = and custody=20 of and be responsible for all funds and securities of the association; = receive=20 and give receipts for moneys due and payable to the association from any = source=20 whatsoever, and deposit all such moneys in the name of the association = in such=20 banks, trust companies, or other depositaries as shall be selected in = accordance=20 with the provisions of Article 7 of these bylaws; additionally the = Treasurer=20 shall have responsibility of recruiting sponsors and donations for the=20 association, 'and in general performing all the duties incident to the = office of=20 Treasurer and such other duties as from time to time may be assigned to = him by=20 the President or by the Board=20 of Directors.

Secretary

5.07 The Secretary shall keep the minutes of the meetings of = the members=20 and of the Board of Directors in one or more books provided for that = purpose;=20 give all notices in accordance with the provisions of these bylaws or as = required by; be custodian of the corporate records and of the seal of = the=20 association, and affix the seal of the association to all documents, the = execution of which on behalf of the association under its seal is duly=20 authorized in accordance with the provisions of these bylaws; keep a = register of=20 the post-office address of each member; and in general, perform all = duties=20 incident to the office of Secretary and such other duties as = from time to time may be = assigned to him by=20 the President or by the Board of Directors.=20

Field Commissioner =

5.08 The Field=20 Commissioner shall be responsible for the = upkeep,=20 maintenance, playing condition and acquisition of all playing fields and = shall=20 perform such other duties as from time to time may be assigned to him by = the=20 President or by the Board of Directors.=20

Select Commissioner

5.09 The Select Commissioner shall be responsible for the = management=20 and operation of the Select Program of RRSA and all select teams = registered with=20 the association. The Select Commissioner shall supervise the Director of = Coaching, and make recommendations to the Board of Directors regarding = the=20 operation of the Select Program.

Commissioner of Referees =

5.10 = The board shall appoint a director at large to serve as=20 the Commissioner of Referees shall have the=20 responsibility of recruiting, training and scheduling all of the = referees of the=20 association and shall be a permanent member of the rules committee.=20 Additionally, he shall perform such other duties as from time to time = may be=20 assigned to him by the President or by the Board of = Directors.

ARTICLE 6

COMMITTEES

Committees of Directors =

6.01 The Board of Directors, by resolution adopted by a = majority of=20 the Directors in office, may designate and appoint one or more = committees, each=20 of which shall consist of two or more Directors, which committees, to = the extent=20 provided in said resolution shall have and exercise the authority of the = Board=20 of Directors in the management of the association. However, no such = committee=20 shall have the authority of the Board of Directors in reference to = amending,=20 altering, or repealing the bylaws; electing, appointing, or removing any = member=20 of any such committee or any Director or officer of the association; = amending=20 the articles of incorporation; adopting a plan of merger or adopting a = plan of=20 consolidation with another association; authorizing the sale, lease, = exchange,=20 or mortgage of all or substantially all of the property and assets of = the=20 association; authorizing the voluntary dissolution of the association or = revoking proceedings therefore; adopting a plan for the distribution of the assets of = the=20 association; or amending, altering, or repealing any resolution of the = Board of=20 Directors which by its terms provides that it shall not be amended, = altered, or=20 repealed by such committee. The designation and appointment of any such=20 committee and the delegation thereto of authority shall not operate to = relieve=20 the Board of Directors, or any individual Director, of any = responsibility=20 imposed on it or him by law. =

Other Committees

6.02 Other committees not having and = exercising=20 the authority of the Board of Directors in the management of the = association may=20 be designated by a resolution adopted by a majority of the Directors = present at=20 a meeting at which a quorum is present. Except as otherwise provided in = such=20 resolution, members of each such committee shall be members of the = association and the President = of the=20 association shall appoint the members and=20 Chair thereof, = subject to=20 approval of the Board of Directors. Any = members thereof=20 may be removed by the person or persons authorized to appoint such = member=20 whenever in their judgment the best interests of the association shall = be served=20 by such removal.

Crossfire Committee

6.03 The Select Commissioner, subject to the approval of = the Board=20 of Directors, shall appoint a committee of no less than three people, = including=20 himself as Chair, to assist in the management and operation of the = Select=20 Program. At least one member of the Committee shall be neither a = Director=20 nor a coach of a = team in the=20 Select Program.

Term of Office =

6.04 Each member of a committee = shall continue=20 as such until the next annual meeting of the members of the association = and=20 until his successor is appointed, unless the committee shall be sooner terminated, or unless such = member be=20 removed from such committee, or unless such member shall cease to = qualify as a=20 member thereof.

Vacancies

6.05 Vacancies in the membership of = any=20 committee may be filled by appointments made in the same manner as = provided in=20 the case of the original appointments. =

Rules

6.06 Each committee may adopt rules for its own government not=20 inconsistent with these bylaws or with rules adopted by the Board of=20 Directors.

ARTICLE 7=20

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Contracts

7.01 The Board of Directors may authorize any officer or = officers,=20 agent or agents of the association, in addition to the officers so = authorized by=20 these bylaws, to enter into any contract or execute and deliver any = instrument=20 in the name of and on behalf of the association. Such authority may be = general=20 or confined to specific instances. =

Checks and Drafts =

7.02 All checks,=20 drafts, or orders for the payment of money, notes, or other evidences of = indebtedness issued in the name of the association shall be signed by = such=20 officer or officers, agent or agents of the association and in such = manner as=20 shall from time to time be determined by resolution of the Board of = Directors.=20 In the absence of such determination by the Board of Directors, such = instruments=20 shall be signed by the Treasurer or an Assistant Treasurer and = countersigned by=20 the President or a Vice President of the association.

Deposits

7.03 All funds of the association = shall be=20 deposited from time to time to the credit of the association in such = banks,=20 trust companies, or other depositaries as the Board of=20 Directors may select.=20

Gifts

7.04 The Board of Directors may = accept on behalf=20 of the association any contribution, gift, bequest, or devise for the = general=20 purposes or for any special purpose of the association.

ARTICLE 8

INDEMNIFICATION =

Indemnification of Officers and Directors

8.01 The=20 association shall indemnify any director or officer or former director = or=20 officer of the corporation, or any person who may have served at its = request as=20 a director or officer or former director or officer of the corporation, = against=20 expenses actually and necessarily incurred by him in connection with the = defense=20 of any action, suit, or proceeding, whether civil or criminal, in which = he is=20 made a party by reason of being or having been such director or officer, = except=20 in relation to matters as to which he shall be adjudged in such action, = suit or=20 proceeding to be liable for negligence or misconduct in performance of = duty. The=20 association shall also reimburse any such director or officer or former = director=20 or officer or any such person serving or formerly serving in the = capacities set=20 forth in the first sentence above at the request of the association for = the=20 reasonable cost of settlement of any such action, suit or proceeding, if = it=20 shall be found by a majority of the directors not involved in the matter = in=20 controversy, whether or not a quorum, that it was in the best interests = of the=20 association that such settlement be made, and that such director or = officer or=20 former director or officer or such person was not guilty of negligence = or=20 misconduct in performance of duty. Such indemnification shall not be = deemed=20 exclusive of any other rights to which such director or officer or = former=20 director or officer or such person may be entitled under any bylaw, = agreement,=20 insurance policy or vote of shareholders, or otherwise.

ARTICLE 9

BOOKS AND RECORDS =

9.01 = The = association=20 shall keep correct and complete books and records of account and shall = also keep=20 minutes of the proceedings of its Annual=20 Meetings, Board of Directors, and committees = having any=20 of the authority of the Board of Directors, and shall keep at the = registered or=20 principal office a record giving the names and addresses of the members = entitled=20 to vote. All books and records of the association may be inspected by = any member=20 or his agent or attorney for any proper purpose at any reasonable = time.=20

ARTICLE 10

FISCAL YEAR

10.01 The fiscal year of the = association shall=20 begin on the first day of January and end on the last day in December in = each=20 year.

ARTICLE 11

MISCELLANEOUS PROVISIONS

11.01 Pursuant to the Texas Business Organization Code, = these bylaws=20 may be amended at any regular or special meeting of the Board of = Directors by a=20 2/3 vote of those members of the Board of Directors present and entitled = to=20 vote.

11.02 If any provision of these bylaws conflicts with the = statutes=20 of the State of Texas governing non-profit corporations, then such = provision=20 shall be reformed to comply with the statute, = or if=20 reformation is impossible, severed = and the requirements of the = applicable=20 statute implied.

11.03 Nothing in these bylaws shall be construed as = conferring upon=20 any individual member of the association, any vested rights, property = rights,=20 liberty interests or other tangible or intangible benefit or right of=20 action.

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