BYLAWS

OF

NORTHERN KENTUCKY SOCCER ACADEMY, INC.

Effective March 6, 2011

 

1. Statement of Purpose

The general purpose and objective of Northern Kentucky Soccer Academy, Inc. (“Academy”) shall be to provide a stable organizational structure to teach and develop skills in the playing of soccer among youth players in order to promote, foster, and perpetuate the growth of competitive amateur soccer, and to encourage good sportsmanship and fair play among all participants.

 

2. Offices

2.1 Principal Office. The principal office of business of the Academy shall be in the City of Union, County of Boone, Commonwealth of Kentucky.

2.2 Additional Offices. The Academy may also have offices at such other places both within and without the Commonwealth of Kentucky as the Board of Directors may from time to time determine or the business of the Academy may require.

 

3. Members

3.1 Membership. The Members of the Academy shall consist of each director of the Academy and the head coach, or his or her representative, of each full-member team sponsored by the Academy. A “full-member team” shall mean a team that fully participates in the benefits provided by the Academy and whose players pay (directly or by scholarship) the full player registration fees. 

 

3.2 Authority. Members shall only have the authority to elect the Board of Directors. All other decisions regarding the Academy shall be made by the Board of Directors in accordance with Section 4 below.

 

3.3 Annual Meetings.

3.3.1 Place. All annual meetings of the members shall be held at such place within or without the Commonwealth of Kentucky as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

3.3.2 Date and Time. Annual meetings of the members, commencing with the calendar year 2011, shall be held on the third Thursday of November, if not a legal holiday, and if it is, then on the next business day following, at such time as shall be designated by the Board of Directors, or at such other day and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

3.3.3 Business Transacted. At the annual meeting, the members shall elect the applicable number of directors to the Board of Directors consistent with the provisions of Section 4 below.

3.3.4 Notice. Written notice of the annual meeting stating the place, date, and hour of the meeting shall be given to each member entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

 

3.4 Special Meetings.

3.4.1 Who May Call. Special meetings of the members, for any purpose, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president of the Academy, or in the case of the president's absence, death or disability, the vice president. The president or secretary shall call a special meeting at the request in writing of a majority of the Board of Directors or at therequest in writing of 25% of the members entitled to vote. Such request shall state the purpose of the proposed meeting.

3.4.2 Notice of Special Meeting. Written notice of a special meeting stating the place, date, hour, and purpose of the meeting shall be given, not less than ten nor more than sixty days before the date of the meeting, to each member entitled to vote at the meeting.

 

3.5 Member List. At least ten days before every meeting of the members, the officer who has charge of the membership roster of the Academy shall make a complete list of all the members entitled to vote at the meeting, arranged in alphabetical order. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any member who is present.

 

3.6 Quorum. A majority of the members who are directors, present in person or represented by proxy, shall constitute a quorum at all meetings of the members for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation. If,

however, such quorum shall not be present or represented at any meeting of the members, the members entitled to vote at the meeting, present in person or represented by proxy, may adjourn the meeting from time to time, without notice other than announcement at

the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for

more than thirty days, or, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting.

 

3.7 Voting.

3.7.1 Majority Vote. When a quorum is present at any meeting, the vote of a majority of the members having voting power, present in person or represented by proxy, shall decide any question brought before such meeting unless the question is one upon which, by express provision of statute or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern the

decision of such question.

3.7.2 Proxy. Unless otherwise provided in the Articles of Incorporation, each member shall at every meeting of the members be entitled to one vote in person or by proxy. No proxy shall be voted after eleven months from its date.

 

3.8 Written Consent Action. Unless otherwise restricted by statute, the Articles of Incorporation, or these Bylaws, any action required to be taken at any annual or special meeting of the members of the Academy may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the members that are entitled to vote thereon. The consent shall be filed with the minutes of proceedings of the members.

 

3.9 Fixing Record Date. To determine the members entitled to notice of or to vote at any meeting of the members, or to express consent to corporate action in writing without a meeting, or to receive allotment of any rights, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days before the date of such meeting or other action, as applicable. A determination of the members of record entitled to notice of or to vote at a meeting of the members shall apply to any adjournment of the meeting; but the Board of Directors may fix a new record date for the adjourned meeting.

 

4. Directors

4.1 Number and Election. The number of directors that shall constitute the whole Board shall be neither less than three nor more than 15. The initial Board shall consist of the 13 directors identified in the Articles of Incorporation. Within the limits specified above, the number of directors shall be determined by resolution of the directors. The directors shall be elected at the annual meeting of the members, except as provided in Paragraph 4.4 below, and each director elected shall hold office until his or her successor is elected and qualified, unless sooner displaced. The directors shall be classified with respect to the time for which they shall severally hold office by dividing them into three groups, each group to consist, as nearly as possible, of one-third of the number of directors then constituting the entire Board of Directors. With regard to the initial directors appointed in the Articles of Incorporation, the directors of the first group shall be designated as “Group A Directors” and shall serve for a term commencing on the date of incorporation and expiring on the date of the first annual meeting of the members; the directors of the second group shall be designated as “Group B Directors” and shall serve for a term commencing on the date of incorporation and expiring on the date of the second annual meeting of the members; and the directors of the third group shall be designated “Group C Directors” and shall serve for a term commencing on the date of incorporation and expiring on the date of the third annual meeting of the members. At each annual meeting of the members, the successors to the group of directors whose terms shall expire that year shall be elected to hold office for a term commencing on the date of that annual meeting and expiring on the date of the annual meeting to be held three years thereafter, so that the term of office of one group of directors shall expire in each year. The groupings of the initial directors are specified on Exhibit A of these Bylaws.

 

4.2 Resignations. Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and, if no time be specified, at the time of its receipt by the president or secretary of the Academy. The acceptance of a resignation shall not be necessary to make it effective.

 

4.3 Removal. Any director may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the members entitled to vote or the affirmative vote of the majority of the directors then in office and the vacancies thus created may be filled by the affirmative vote of a majority of members entitled to vote or the affirmative vote of the majority of the directors then in office.

 

4.4 Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors that are not filled contemporaneously with the creation of the vacancy or new directorship may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

 

4.5 Powers. The business of the Academy shall be managed by its Board of Directors, which may exercise all such powers of the Academy and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members. For its own government, the Board of Directors may adopt bylaws that are not inconsistent with the Articles of Incorporation or these Bylaws.

 

4.6 Place of Meeting. The Board of Directors of the Academy may hold meetings, both regular and special, either within or without the Commonwealth of Kentucky. 

 

4.7 Notice of Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

 

4.8 Calling Special Meetings. Special meetings of the Board may be called by the Academy’s president on at least two days’ notice to each director. Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors, unless there are less than three directors, in which case the request of one director shall be sufficient.

 

4.9 Quorum; Voting. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting of which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

4.10 Telephonic Meetings. The Board of Directors and any committee thereof may hold meetings through the use of telephone or other communications equipment if all persons participating can hear each other and can communicate with each other. Participation in

such a meeting shall constitute presence at such meeting.

 

4.11 Written Consent Action. Unless otherwise restricted by statue, the Articles of Incorporation, or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing. The consent shall be filed with the minutes of proceedings of the Board or committee, as applicable.

 

4.12 Committees.

4.12.1 Composition. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist solely of two or more of the directors of the Academy. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Each committee shall serve at the pleasure of the Board of Directors and shall be subject to the control and direction of the Board of Directors.

4.12.2 Names. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

4.12.3 Powers. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have all the powers and authority of the Board of Directors in the management of the business and affairs of the Academy assigned by the Board to the committee. No such committee shall have the power or authority to amend, alter, or repeal these Bylaws; elect, appoint, or remove any member of any such committee or any director or officer of the Academy; amend the Articles of Incorporation, restate the Articles of Incorporation in order to adopt a plan of merger, or adopt a plan of consolidation with another corporation; authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Academy; authorize the voluntary dissolution of the Academy or revoke proceedings therefor; adopt a plan for the distribution of the assets of the Academy; or amend, alter, or repeal any resolution of the Board of Directors that by its terms provides that it shall not be amended, altered, or repealed by such committee. The constitution of a quorum for committee meetings shall follow the rules set forth in Paragraph 4.9 above.

 

4.13 Compensation of Directors. Directors shall not be compensated unless otherwise approved by the Board of Directors. The directors may be paid their expenses, if any, incurred on behalf of the Academy.

 

5. Notices and Minutes

5.1 Notices. Notice required under any statute, the Articles of Incorporation, or these Bylaws to be given to any member or director shall be given in writing and may be given either in person, by courier, by prepaid express or overnight delivery service, by mail with postage thereon prepaid, e-mail, or telefax, addressed to such member or director at his or her address as it appears on the records of the Academy. Such notice shall be deemed to be given when delivered in person, one day after placement with courier or delivery service, two days after deposit in the United States mail, upon successful sending of the e-mail, or upon electronic confirmation of the telefax transmission, as applicable.

 

5.2 Waiver of Notice. Notice required under any statute, the Articles of Incorporation, or these Bylaws, may be waived in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein. The attendance of any member or director at any such meeting without protesting the lack of proper notice before or at the commencement of the meeting shall be deemed to be a waiver by him or her of notice of such meeting.

 

5.3 Minutes. Minutes of all of the proceedings of the meetings of members, the Board of Directors, and committees of the Board of Directors shall be recorded and kept in books maintained for that purpose.

 

6. Officers

6.1 Identity and Qualification of Executive Officers. The executive officers of the Academy shall be appointed by the Board of Directors from among the directors and shall be a president, a vice president, a secretary, and a treasurer. The same person may hold more than one office, other than that of president and vice president. In addition, appointing the same person to serve as president and secretary shall be avoided.

 

6.2 Identity and Qualification of Administrative Officers. The administrative officers of the Academy shall be appointed by the Board of Directors from among the directors and shall be a director of coaching, director of players, registrar, referee coordinator, field coordinator, and CUSL representative. Both the director of coaching and the referee coordinator must be licensed or certified, as applicable, and must maintain such license or certification in accordance with the applicable regulations of the Kentucky Youth Soccer Association. Therefore, notwithstanding the first sentence of this Paragraph, if no director has the required license or certification to hold the office of director of coaching or referee coordinator, the Board of Directors shall appoint qualified persons who are not directors to hold those offices.

 

6.3 Appointment. The Board of Directors shall appoint the officers of the Academy at its first meeting after each annual meeting of members. The Board of Directors may appoint such other officers and agents as it shall deem necessary.

 

6.4 Compensation. Officers shall not be compensated unless otherwise approved by the Board of Directors. The officers may be paid their expenses, if any, incurred on behalf of the Academy.

 

6.5 Term of Office. The officers of the Academy serve at the pleasure of the Board of Directors, and shall hold office for a term of one year or until their successors are appointed, qualified, and serving, unless sooner displaced. Any officer appointed by the Board of Directors may be removed with or without cause at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the

Academy shall be filled by the Board of Directors.

 

6.6 Duties of President. The president shall be chief executive officer of the Academy, shall preside at all meetings of the members and the Board of Directors, shall have general and active management of the business of the Academy, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute, acknowledge, and deliver contracts, on behalf of the Academy, except where required or permitted by law to be otherwise executed or where the Board of Directors expressly delegates the execution thereof to some other officer or agent of the Academy. He or she shall perform all duties normally incident to the office of the president and such other duties as the Board of Directors may from time to time prescribe.

 

6.7 Duties of Vice President. In the absence of the president or in the event of the president’s inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as the Board of Directors or the president, under whose supervision he or she shall be, may from time to time assign.

 

6.8 Duties of Secretary. The secretary shall (a) attend all meetings of the members and all meetings of the Board of Directors, (b) record all of the proceedings of the meetings of the members and of the Board of Directors in a book to be kept for that purpose and perform like duties for the committees of the Board of Directors when required, (c) give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, (d) authenticate all records and documents of the Academy whenever appropriate, and (e) perform all duties normally incident to the office of secretary and such other duties as the Board of Directors or the president, under whose supervision he

or she shall be, may from time to time assign.

 

6.9 Duties of Treasurer. The treasurer shall (a) have the custody of the Academy's funds and securities, (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Academy, (c) deposit all moneys and other valuable effects in the name and to the credit of the Academy in such depositories as may be designated by the Board of Directors, (d) disburse the funds of the Academy as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, (e) shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as treasurer and of the financial

condition of the Academy, and (f) perform all duties normally incident to the office of treasurer and such other duties as the Board of Directors or the president, under whose supervision he or she shall be, may from time to time assign.

 

6.10 Duties of Director of Coaching. The director of coaching shall (a) supervise the selection and education of coaches, (b) select and manage trainers, (c) address complaints relative to coach and trainer behavior, (d) facilitate any disciplinary action recommended by the Board of Directors or designated Board committee, and (e) perform all duties normally incident to the office of director of coaching and such other duties as the Board of Directors or the president, under whose supervision he or she shall be, may from time to time assign.

 

6.11 Duties of Director of Players. The director of players shall (a) facilitate communication between the Academy and players, either directly or through the teams’ coaches or parent administrators, (b) coordinate player uniforms, (c) manage the girls administrator, boys administrator, and player age group representatives, (d) facilitate the player tryout process, and (e) perform all duties normally incident to the office of director of players and such other duties as the Board of Directors or the president, under whose supervision he or she shall be, may from time to time assign.

 

6.12 Duties of Registrar. The registrar shall (a) coordinate the registration of all players, (b) maintain records of all player registrations, memberships, and birth certificates, and (c) perform all duties normally incident to the office of registrar and such other duties as the Board of Directors or the president, under whose supervision he or she shall be, may from time to time assign.

 

6.13 Duties of Referee Coordinator. The referee coordinator shall (a) recruit persons interested in becoming officials, (b) verify referee certification, (c) represent the Academy at league referee meetings, (d) address any complaints relative to referee behavior or competency, (e) assign referees and assistant referees to officiate games, (f) keep records of referees who officiate games, (g) ensure officials are compensated, (h)

work with coaches to reschedule game fields due to cancellations, and (i) perform all duties normally incident to the office of referee coordinator and such other duties as the Board of Directors or the president, under whose supervision he or she shall be, may from time to time assign.

 

6.14 Duties of Field Coordinator. The field coordinator shall (a) work with local government and other organizations to secure game and practice fields and to maintain the playability and safety of practice and game fields, (b) secure use permits for fields as necessary, (c) provide a list of fields for game and practice scheduling, (d) provide a list of fields and names of owners of fields for insurance coverage, (e) provide proof of insurance to owners of fields, (f) investigate and develop new game and practice fields as needed, (g) manage the cancellation process of any scheduled games and practices due to inclement weather, (h) recommend and make arrangements for field maintenance, improvement,

repair, and safety hazards, and (i) perform all duties normally incident to the office of field coordinator and such other duties as the Board of Directors or the president, under whose supervision he or she shall be, may from time to time assign.

 

6.15 Duties of CUSL Representative. The CUSL representative shall (a) represent the Academy and work with Cincinnati United Soccer League to ensure Academy teams compete in league and tournament play, (b) attend league meetings, (c) conduct activities necessary to coordinate player registration, league-specific coach and referee education, team formation, payment of registration fees and other applicable amounts, and (d) perform all duties normally incident to the office of CUSL Representative and such other duties as the Board of Directors or the president, under whose supervision he or she shall be, may from time to time assign. 

 

6.16 Bond. If required by the Board of Directors, any officer, employee, or agent of the Academy who may receive, handle, or disburse money for the Academy’s account or who may have any of the Academy’s property in his or her custody or be responsible for its safety or preservation, shall give the Academy a bond (which shall be renewed every five years) in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Academy, in case of his or her death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property in his or her possession or under his or her control belonging to the Academy.

 

7. Indemnification

7.1 Obligation to Indemnify. If any person is made or threatened to be made a party to any action or proceeding, whether criminal, civil, administrative, or investigative, because he or she, or his or her testator or intestate, is or was a director, officer, employee, agent, or volunteer of the Academy or any predecessor of the Academy or serves or served any other enterprise as a director, officer, employee, agent, or volunteer at the request of the Academy or any predecessor of the Academy, then the Academy shall indemnify such person to the full extent and in the manner that corporations are so authorized by law.

 

7.2 Expenses Advanced. The Academy may pay expenses incurred in defending a civil or criminal action, suit, or proceeding before the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of the director, office, employee, agent, or volunteer to repay such advanced amount unless it shall ultimately be determined that he or she is not entitled to be indemnified by the Academy as authorized by this Section. This determination shall be made by disinterested directors or by independent legal counsel.

 

7.3 Indemnification Not Exclusive Remedy. The indemnification provided by this Section shall not be exclusive of any other rights to which a person seeking indemnification may be entitled by any law of the Commonwealth of Kentucky, these Bylaws, agreement, vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.  7.4 Duration of Indemnification. The indemnification provided by this Section shall continue as to a person who has ceased to be a director, officer, employee, agent, or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

 

7.5 Insurance. The Academy may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, agent, or volunteer of the Academy, or is or was serving at the request of the Academy as a director, officer, employee, agent, or volunteer of another Academy, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Academy would have the power to indemnify him or her against such liability under the provisions of this Section.

 

8. General Provisions

8.1 Annual Report. The Board of Directors shall present at each annual meeting of the members, and at any special meeting of the members when called for by vote of the members, a full and clear statement of the business and condition of the Academy. At every annual meeting of the members, the Board of Directors shall cause to be presented a balance sheet and statement of profit and loss for the immediately preceding fiscal year and for the current fiscal year for a period ended not more than two months before the annual meeting.

 

8.2 Checks. All checks or demands for money and notes of the Academy shall be signed by the treasurer or such officer or officers or such other person or persons as the Board of Directors may from time to time designate. The president shall give the treasurer written approval for all checks in excess of $1,000 prior to the treasurer issuing such checks. If the offices of president and treasurer are held by the same person, then such approval shall be given by the vice president.

 

8.3 Fiscal Year. The fiscal year of the Academy shall be January 1 through December 31, or as otherwise fixed by resolution of the Board of Directors.

 

8.4 Seal. The Academy shall have no corporate seal, unless otherwise determined by resolution of the Board of Directors.

 

8.5 Amendments. These Bylaws may be altered, amended, repealed, or replaced by an affirmative vote of a majority of the directors present at any meeting called and held for that purpose.

 

EXHIBIT A

Initial Directors Groups

Group A

Travis Eiler

Gary Snyder

Bob Ross

Mike Hellman

Group B

Jeffrey T. Cummings

Joseph A. Hagedorn

Alan J. Hartman

David G. Kraus

David A. Meyer

Group C

Christine L. Cagle

Steven D. Cagle

Lorri A. Kim

William J. Lorenz