Bylaws of

San Andreas

Youth Soccer Organization, Inc.

A California Non-Profit Corporation

As of December 31, 2001

ARTICLE I – PURPOSE

1.1 The purpose of this organization shall be to render service to the community through its various youth soccer programs for school aged children and to encourage community participation approved by the Board of Directors.

ARTICLE II – OFFICES

PRINCIPAL OFFICE

2.1 The principal office of the Corporation for its transaction of business shall be located at 1250 Fifth Avenue, , Belmont, CA 94002

CHANGE OF ADDRESS

2.2 The Board of Directors is hereby granted full power and authority to change the principal place of office of the corporation from one location to another in the County of San Mateo, State of California. Any such change shall be noted by the secretary in these Bylaws, but shall not be considered an amendment to these Bylaws.

ARTICLE III - MEMBERS

CLASSIFICATION OF MEMBERS

3.1 The corporation shall have one class of members only and each member shall have equal voting and other rights. No person shall hold more than one membership in the corporation.

ELIGIBILITY FOR MEMBERSHIP

3.2 Any person, as defined in section 5065 of the Corporation's Code, is eligible to be a member of the corporation.

QUALIFICATION OF MEMBERS

3.3 Any person is qualified for membership only after such person has paid his or her annual dues in such amount as may be determined from time to time by resolution of the Board of Directors.

DUES

3.4 The annual dues payable to the corporation by members shall be in such amounts as shall be determined by resolution of the Board of Directors. Dues shall be payable for the first year on admission to membership and annually thereafter at such time or times as may be fixed by the Board of Directors. A member, on learning of the amount of dues determined by the Board of Directors, and the time or times of payments fixed by the Board of Directors, may avoid liability for the dues by promptly resigning from membership.

ASSESSMENTS

3.5 Members may be assessed additional amounts.

NUMBER OF MEMBERS

3.6 There shall be no limit on the number of members the corporation may admit.

TRANSFERABILITY OF MEMBERSHIP

3.7 Neither the membership in the corporation nor any rights in the membership may be transferred or assigned for value or otherwise.

MEMBERSHIP BOOK

3.8 The corporation shall keep in written form or any form capable to be converted into written form, a membership book containing the name, address, and class of each member. The book shall also contain the fact of termination, and the date on which such membership ceased. Such book shall be kept at the principal office of the corporation and shall be subject to the right of inspection required by law

NON-LIABILITY OF MEMBERS

3.9 A member of the corporation shall not be solely, because of such membership, personally liable for the debts, obligations, or liabilities of the corporation

TERMINATION OF MEMBERSHIP

3.10 The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes: a. the voluntary resignation of a member; b. the death of a member; c. the dissolution of the corporation; and, d. the non-payment of dues by the member.

EFFECTIVE TERMINATION

3.11 All rights of a member in the corporation and in its property shall cease on the termination of such member's membership.

ARTICLE IV - MEETINGS OF MEMBERS

PLACE

4.1 Meetings of members shall be held at the principal office of the corporation or at such location within the State of California as may be designated from time to time by resolution of the Board of Directors.

REGULAR MEETINGS

4.2 The members shall meet annually during the month of February, at a time and place to be designated and noticed by the Board of Directors

SPECIAL MEETINGS

4.3 Special meetings of members shall be called by the Board of Directors and held at such place and time as may be ordered by resolution of the Board of Directors.

NOTICE OF MEETINGS

4.4 Written notice of every meeting of members shall be either personally delivered or mailed by first class United states mail, postage pre-paid, not less than ten (10) nor more than fifteen (15) days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat.

QUORUM

4.5 A quorum at any meeting of members shall consist of a majority of the voting power represented in person or by proxy. For purposes of this Bylaw, voting power means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet occurred.

LOSS OF QUORUM

4.6 The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if such action taken other than adjournment, is approved by at least a majority of members required to constitute a quorum.

PROXY VOTING

4.7 Members entitled to vote shall be permitted to vote by proxy.

CONDUCT OF MEETINGS

4.8 The President of the corporation, or in his absence, the vice President of the corporation, shall be Chairman and shall preside over the meetings of the members. The Secretary of the corporation shall act as the Secretary of all meetings of members; provided that, in his or her absence, the Chairman of the meetings of members shall appoint another person to act as Secretary of the meetings.

ARTICLE V – DIRECTORS

NUMBER

5.1 The corporation shall have five (5) directors. Collectively, the directors shall be known as the Board of Directors.

QUALIFICATIONS OF DIRECTORS

5.2 The directors of the corporation shall be residents of the State of California. The directors shall also be members of the corporation.

TERMS OF OFFICE

5.3 Directors shall hold office for a period of one (1) year.

5.4 Any person qualified to be a director under these Bylaws may be nominated by the method of nomination authorized by the Board of Directors or by any other method authorized by law.

ELECTION

5.5 The directors shall be elected at each annual meeting as prescribed by these Bylaws.

COMPENSATION

5.6 The directors shall serve without compensation.

MEETINGS

5.7 Regular meetings of the Board of Directors shall be held not fewer that two (2) times per year, except as determined by the President at such time and place as the Board and/or President may determine.

SPECIAL MEETINGS

5.8 Special meeting of the Board of Directors may be held at any time and place determined by the President and in addition, shall be called when requested in writing by not fewer than three (3) members of the Board of Directors.

QUORUM

5.9 A quorum shall consist of one-half of the existing Board. In the absence of a quorum, the meeting shall adjourned.

DISQUALIFICATION

5.10 A director shall be disqualified and his position declared vacant should the director have three (3) unexcused absences, as determined by the Board of Directors, of three (3) regularly scheduled meetings of the Board of Directors within a period of one (1) year

ARTICLE VI - POWERS AND DUTIES OF THE BOARD OF DIRECTORS

6.1 The Board of Directors shall set the policy, and shall generally direct the business and affairs of the corporation, and advise the members of plans and progress of the organization.

6.2 The Board of Directors shall approve the appointment of the Chairman of all committees appointed by the President.

6.3 The Board of Directors shall elect the officers of the corporation.

6.4 The Board Directors shall have the power to fill vacancies that might occur during the year on the Board of Directors or in the officer group.

ARTICLE VII - OFFICERS

7.1 Elective Officers: a. President; b. Vice President; c. Secretary; d. Treasurer; e. Immediate Past President

7.2 Term of Office: All officers shall be elected by the Board of Directors for a term of one (1) year or until their successors are duly elected and qualified. All officers may serve consecutive terms and shall hold their respective positions until they are properly replaced.

7.3 Nomination: Any person serving as a Director under these Bylaws may be nominated as an officer by the method of nomination authorized by the Board of Directors or by any other method authorized by law.

7.4 Election: The officers shall be elected by the Board of Directors at each annual Board of Directors meeting as prescribed by these Bylaws.

7.5 The President shall be Chief Executive officer of the corporation and the Board of Directors shall have the supervision of the general management of the corporation. It shall be the responsibility of the President to familiarize the Vice President as President elect. The President shall perform all duties incident to the office of the President. The President shall be authorized to sign on all corporate checking accounts.

7.6 The Vice President shall be familiarized as President elect; shall assist the President and perform the duties in the President's absence. The Vice President may succeed to the office of President. The Vice President shall be authorized to sign on all corporate checking accounts

7.7 The Treasurer shall have general supervision and control over all funds and securities of the corporation, and shall cause the same to be deposited in such or banks as the directors shall direct. He shall be accountable to the Board of Directors, and shall perform such other duties as the directors may from time to time require. The Treasurer shall be an ex-officio member of any committee, and shall be consulted in advance with respect to any executive decision involving the commitment or expenditure of any significant amount of the Committee's funds or credit. The Treasurer should sign all checks. One signature only is required. On checks over $1,500.00, two signatures are required. The Treasurer shall, with the President pay all bills upon their authorization by the Board of Directors. The Treasurer shall receive and receipt for all money paid to the corporation and keep an accurate account thereof, and shall deposit all such funds. Treasurer shall give a report of all receipts and expenditures at each meeting and shall arrange for an annual audit.

7.8 The Secretary shall record and keep in permanent file the minutes of the meetings of the corporation, Executive Board.

7.9 The Secretary shall send to members notices of meetings of the Executive Board.

7.10 The Immediate Past President shall advise on parliamentary procedure and chair the Bylaws Committee

ARTICLE VIII - NONMEMBER VOLUNTEERS

8.1 The corporation may be supported by nonmember volunteers within categories as designated time to time by the Board of Directors

ARTICLE IV - EXECUTION OF PAPERS

9.1 All contracts made, accepted, or executed by the corporation shall be signed by the President or the Vice President after approval by the Board of Directors. The President, with the approval of the Board of Directors, has the authority to sign contracts binding the corporation.

9.2 All checks drawn against funds of the corporation shall be signed by the Treasurer. Checks in excess in $1,500.00 shall be countersigned by the President or vice President.

ARTICLE X - CHANGE OF BYLAWS

10.1 These Bylaws may be changed, amended, or repealed by a majority vote of the members present or represented by proxy at the annual meeting of the corporation or by two- thirds vote of all the directors present at any annual, regular, or special meeting of the Board of Directors, provided, that in any case, written notice of such intended action is given in the notice of such meeting. The Board of directors may determine which of such meetings is appropriate for the accomplishment of such action.

ARTICLE XI - USE OF GENDER IN THESE BYLAWS

11.1 Wherever, in these Bylaws "man, or "men" or their related pronouns may appear, either as words or as parts or words (and other than with obvious reference to named male individuals), they have been used for literary purposes only and are meant in their generic sense (i.e. to include all mankind- both female and male sexes).

ARTICLE XII - INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES

12.1 For the purpose of this action "agent" means any person who is or was a member of this corporation or is or was serving at the request of the corporation as a member of the Board of Directors or other enterprise, or was a member of the Board of Directors. Note, "expenses" includes without limitation, attorneys' fees and any expenses of establishing a right to indemnification.

12.2 Subject to the specific determination required by 12.5, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the Committee by reason of the fact that such person is or was an agent of the corporation) against expenses, judgment, fines, settlements or other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be the best interest of the corporation, and in the case of a criminal proceeding, have no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding any judgment, order, settlement, conviction, or upon a plea of "nolo contendere" or is equivalent, shall no, or itself, create a presumption that the person did not act in good faith or in a manner which the person reasonably believed to be in the best ", interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

12.3 Subject to the specific determination required by 12.5, the corporation shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to produce a judgment in its favor by reason of the fact that such person is or was an agent of the Committee, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation and with such care, including reasonable injury, as an ordinarily prudent person in alike position would use under similar circumstances. No indemnification shall be made under this 12.3: a. In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation unless and only to the extent that the Court in which such action was brought shall determine upon application that, in view of all circumstances of the case, such person fairly and reasonably entitled to indemnity for the expenses which such Court shall determine; b. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without Court approval; c. Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without Court approval.

12.4 To the extent that an agent of the corporation has been successful on the merits of any proceeding referred to in

12.3 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonable incurred by the agent in connection therewith.

12.5 Except as provided in 12.4, any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in 12.2 and 12.3 by: a. A majority vote of a quorum consisting of directors who are not parties to such proceeding; or b. The Court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in

connection with defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

12.6 Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final

disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnification as authorized in this section.

12.7 No provision made by the corporation to indemnify its directors or officers for the defense of any proceeding, whether contained in a resolution of members of directors, an agreement or otherwise, shall be valid unless consistent with this section. Nothing contained in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

12.8 No indemnification or advance shall be made under this section, expect as provided in 12.4 or paragraph b of 12.5, in any circumstance where it appears: a. That it would be inconsistent with a provision of the articles, Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or b. That it would be inconsistent with any condition expressly imposed by a Court in approving a settlement.

12.9 The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this section.

12.10 Nothing in this section shall restrict the power of the corporation to indemnify its agents under any provision of law from time to time applicable to the corporation, nor shall anything in this section authorize the corporation to indemnify its agents in situations prohibited by law.

ARTICLE XIII – FUNDS

13.1 All fund raising activities shall be subject to approval of the governing Board.

13.2 The proceeds from all fund raising shall be expended in accordance with requests of the governing Board for the purposes approved by the Board of Directors of the corporation.

13.3 The organization is not for profit and no part of the donations and/or profits shall inure to the benefit of any private member or individual.

ARTICLE XIV - FISCAL YEAR

14.1 The fiscal year for the corporation shall commence on January 1 and shall end on December 31.

ARTICLE XV - EFFECTIVE DATE OF THESE BYLAWS

15.1 These Bylaws were originally written in October 31, 1994.

15.2 These Bylaws were last adopted as modified on December 31, 2001

ARTICLE XVI - APPROVAL

16.1 These Bylaws, after approval by the Board of Directors, shall become effective immediately.

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