SAYSA Constitution

{as amended June 7, 2008}

Article I

Name

The corporate name of this association shall be the Sharpsville Area Youth Soccer Association. This Association shall be known as the Shenango Area Youth Soccer Association (hereafter referred to as SAYSA). {modified June 10, 2006}

Article II

Purpose

The purpose of the SAYSA shall be to develop, promote, and administer the game of soccer for residents of the Shenango Valley, as defined in Article V, age 5 and above {amended September 20, 2002}.

The SAYSA is organized and operated exclusively for the above stated purpose, and other related non-profit purposes, and no part of any earnings or income shall inure to the benefit of, or be distributed to its members, officers, or other private parties, except that the SAYSA shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose defined herein. Notwithstanding any other provision of this Constitution, the SAYSA shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501 (c) (7) of the Internal Revenue Code of 1954 {26 USC 501 (c) (7)} or corresponding provisions of any subsequent Federal Tax Law.

Article III

Affiliation

The SAYSA shall be an affiliate of the Pa West Soccer Association, hereinafter known as Pa West, and has been constituted as a Youth Soccer Association as defined in the Constitution of the United States Youth Soccer Association, hereinafter known as USYSA. The SAYSA shall be subject to the authority of Pa West , the United States Soccer Federation, hereinafter known as USSF, and the Federation Internationale de Football Association, hereinafter known as FIFA.

Article IV

Government

The SAYSA shall be governed by its Constitution, By-laws, and Rules and Regulations. The SAYSA shall retain its own autonomy, but will adhere to the Constitution, By-laws, and Regulations of Pa West in all matters pertaining to interstate, regional, national, and international competition, or in other competitions sponsored by Pa West.

Article V

Membership

Membership in the SAYSA shall be open to any resident ot Sharpsville, Farrell, Wheatland, Sharon, Hermitage, South Pymatuning, or Clark, hereinafter referred to as the Shenango Valley, and neighboring communities as referred to in Article II {amended September 20, 2002}. Any team, club, or association applying for membership shall do so in accordance with the procedures defined in the by-laws.

Each adult resident accepted for membership and otherwise in good standing shall be entitled to voting rights at any general or special meeting of the SAYSA.

The acceptance of membership obligates the member to comply with the provisions of the Constitution, By-laws, and the Rules and Regulations of the SAYSA. Penalties for violation thereof shall be taken as provided in the By-laws.

All teams, clubs, and associations within the jurisdiction of Pa West, who are not members of Pa West shall be deemed as non-affiliated organizations. Members of Pa West shall not play soccer games against non-affiliated organizations without the prior approval and authorization of the Board of Directors of Pa West.

Article VI

Fees

Members shall pay annually a membership fee to the SAYSA which shall be assessed on a seasonal fiscal year basis and shall be defined as provided as provided in the By-laws.

Article VII

Seasonal year

The seasonal fiscal year of the SAYSA shall begin on September 1 and end on August 31 of the following calendar year. The Constitution, By-laws, and Rules and Regulations shall be in effect during the entire twelve (12) months of the seasonal year.

The SAYSA shall distribute its income for each seasonal year at such time and in such a manner so as not to become subject to the tax on undistributed income imposed by Section 4942 of the

Seasonal year ( continued)

Internal Revenue Code of 1954 (26 USX 4942) or corresponding provisions of any subsequent Federal Tax Law.

The SAYSA shall not:

1. Engage in acts of self-dealing as defined in Section 4941 (d), Internal Revenue Code of 1954;

2. Retain any excess business holdings as defined in ssection 4943 (d), Internal Revenue code of 1954;

3. Make any investments in such a manner as to subject it to tax under Section 4944, Internal Revenue Code of 1954; make any taxable expenditures as defined in Section 4945 (d), Internal Revenue Code of 1954; or any corresponding provisions of any subsequent Federal Tax Laws

Article VIII

Board of Directors

The government of the SAYSA, with the authority set out herein and in the By-laws, shall be vested in a governing body known hereafter as the Board of Directors, or the Board.

The Board shall be comprised as follows:

Five (5) officers elected by a simple majority at the Annual General Meeting as follows:

President

Vice-president

Secretary

Treasurer

Registrar

Individuals may also be appointed to the following positions by a majority vote of the five elected officers as the need arises. These individuals shall also act as officers of the Board.

Referee administrator

Field maintenance and purchasing officer {amended September 20, 2002}

Public relations officer {position deleted June 10, 2006}

Chairman, Soccer Advisory Committee {amended June 10, 2006}

Director of coaching {amended September 20, 2002, position deleted June7, 2008}

Hermitage Youth Soccer Coordinator {amended June 7, 2008}

Sharon Youth Soccer Coordinator {amended June 7, 2008}

Sharpsville Youth Soccer Coordinator {amended June 7, 2008}

The Director of Coaching shall act as a non-voting advisor to the Board of Directors

The Board shall meet as provided in the By-laws.

Board members whether elected or appointed, shall serve from August 1 of a seasonal year to July 31 of the succeeding seasonal year.

The duties and responsibilities of the Board members both individually and collectively shall be as provided in the By-laws.

Board of directors (continued)

All decisions of the Board are final, unless appealed to a special Meeting of the membership of the SAYSA, and overruled or modified by the Special Meeting, all as provided in Article X {amended September 20, 2002}..

Any vacancies occurring on the Board during the seasonal year shall be filled by appointment by a majority vote of the remaining members of the Board of Directors. Such new Board members

arising from vacancy shall continue in office until July 31 of the seasonal year in which they were appointed.

Any member of the Board may be removed from office and releived of all duties by a two thirds vote of a quorum of the membership of SAYSA present at any General or Special meeting of the membership, provided notice of the proposed removal is given in the call of the meeting.

Article IX

General Meetings of the Membership

There shall be at least two (2) meetings of the membership during each seasonal year, one of which shall be designated as the Annual General Meeting.

The Annual General Meeting shall be called by the President, with the concurrance of the Board, toward the end each seasonal year, but no later than July 31 of the seasonal year

Special Meetings of the membership, as may be required from time to time, may be called by the President, with the concurrance of the Board.

With respect to all meetings, notification to all members in good standing shall be given not less than fifteen(15) days in advance of the scheduled date.

The order of business at all General and Special Meetings shall be as follows:

1. Call to order

2. Reading of the minutes of the last meeting

3. Acceptance of minutes

4. Reports of the Treasurer. Secretary, Registrar, and Committees

5. Unfinished business

6. Proposals for amendments to the Constitution and By-laws

7. Election of officers (for the Annual General Meeting)

8. New business

9. Adjournment

The presence of ten (10) members in good standing in addition to those board Members present shall constitute a quorum. Voting by written, signed proxy shall be allowed. {amended September 20,2002}. Hereafter reference to a voting membership assumes adhenence to a quorum.

General Meetings of the Membership (continued)

Officers elected at the annual General Meeting shall take office on August 1 of the current seasonal year.

Article X

Amendments

The Constitution may be amended or repealed, in whole or in part, by a two thirds vote of the membership present and in good standing on the basis of one vote for each member at any duly called meeting of the SAYSA provided a quorum is present. Proposals for amendment or repeal of the Constitution must be made in writing and be submitted to the Secretary so as to allow thirty (30) days notice to all members prior to consideration of such proposals at any meeting.

Article XI

By-laws

By-laws will be hereafter adopted that may be amended or repealed, in whole or in part, in the manner provided therein.

Article XII

Dissolution

Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all liabilities, dispose of all assets of the Association exclusively for the purpose, or purposes, as stated in Article II of the Constitution in such a manner, or to such organization, or organizations, constituted and conducted exclusively for the like purpose or purposes as shall at that time qualify as exempt under Section 501 (c) (3) and/or Section 501 (c) (7), Internal Revenue Code of 1954, or any corresponding provisions of any subsequent Federal Tax Law, as the Board of Directors may determine.

Adopted March 1, 1997

Amended September 20, 2002