AMENDED AND RESTATED BYLAWS OF BENICIA YOUTH SOCCER, INC.
A California Nonprofit Public Benefit Corporation

ARTICLE I – NAME

SECTION 1 – Name
This California Non-Profit Corporation shall be known as Benicia Youth Soccer, also referred to as Benicia Arsenal Futbol Club or “Benicia Arsenal F.C.” and hereinafter referred to as the Club.

SECTION 2 – Seal/Logo
The Board of Directors shall provide a corporate seal or logo which shall include the words “Benicia Arsenal F.C.” and contain any logo as the Board of Directors shall designate.

SECTION 3 – Boundaries and Territories
The primary territory of this organization shall be the community of Benicia and its sphere of influence in Solano County. This area is also defined by the U.S. Postal Service ZIP Code 94510 and any other ZIP codes that may be added by the U.S.P.S. to define Benicia’s geographical limits. Participants from communities outside the defined territory will also be welcome to register and participate in the organization.

ARTICLE II – PURPOSE
SECTION 1 – Objective
The objective of this organization shall be to provide a wholesome atmosphere wherein adults and youths can work together through soccer activities to:
Instill the fundamentals of good sportsmanship and fair play
Teach the fundamentals of soccer
Provide learning and fun through participation
Help our youth become good citizens
SECTION 2 – Inclusion
It shall be the purpose of the Club to develop, promote and administer a youth soccer program offering opportunities for participation regardless of race, creed, gender and/or ability.
SECTION 3 – Mission Statement
The guiding purpose of this organization shall be to provide the opportunity for all youth to learn, develop skills, play and enjoy soccer. To that end, we will organize and support soccer played by youth who register and participate in this League

ARTICLE III – COLORS
The representative colors of the Club for competitive teams competing at the Division I and Division III levels shall be gold, black, and white or any combination thereof. Uniform colors for recreational teams traveling and competing at the Division IV level shall be selected by the Vice President.
ARTICLE IV – AFFILIATION
This League shall be an affiliated branch of and comply with the authority of the California Youth Soccer Association (CYSA), the United States Youth Soccer Association (USYSA), the United States Soccer Federation (USSF), and US Club Soccer. Any affiliations with other leagues, associations or similar groups must be approved by a vote of the Board.

ARTICLE V – AUTHORITY

SECTION 1 – Government
The Club shall be governed by its Constitution and Bylaws and Policies, rules, regulations, policies and procedures except when these are superseded by CYSA District IV, CYSA, US Club, USYSA, and/or USSF.

SECTION 2 – Governing Body
The governing body of the organization, whose powers shall be delineated by these Bylaws, shall be vested in the Board of Directors, hereinafter referred to as the Board.

SECTION 3 – Seasonal Year
The seasonal year shall be defined by CYSA and/or US Club.

SECTION 4 – Fiscal Year
The fiscal year shall be the calendar year.

SECTION 5 – Policies, Procedures, Rules and Regulations
The Board shall publish the official policies, procedures, rules and regulations for the Club on the Club website or via e-mail. Notification regarding the availability of this information will take place on or before the first day of registration. These policies, procedures, rules and regulations shall include operational, registration, disciplinary and player transfer policies, procedures, rules and regulations for the Club, as well as rules of play, conduct of matches and other game procedures. Notice of any changes to the Club Policies and Procedures, Rules and Regulations shall be published and distributed to the membership within sixty (60) days of such changes occurring.

ARTICLE VI – MEMBERSHIP AND VOTING RIGHTS

SECTION 1 – Membership Definition
Membership in this league shall be defined by registration with the Club and CYSA and/or US Club and consist of: registered players, parents and/or legal guardians of registered players, CYSA and US Club registered coaches, assistant coaches and managers, active adult referees and members of the Board.

SECTION 2 – Voting Age
All voting members must be at least 18 years of age.

SECTION 3 – Board of Directors
The Board of Directors shall be comprised of eight (8) directors elected by the Voting Membership, those persons installed pursuant to Article VII, Section 5, and any advisory Members appointed by the Board.

SECTION 4 – Players
All players sponsored, financed, coached or administered by any team of this League must be registered with CYSA or US Club. Nothing within these Bylaws shall prevent the Board from limiting the number of players who can reasonably be accommodated considering available playing fields, facilities, supervision and finances.

SECTION 5 – Coaches
All coaches supervising, developing and educating players on any team participating in this League must be registered with the Club in accordance with all CYSA and/or US Club and BAFC policies and procedures. This includes CYSA and/ or US Club registered assistant coaches, team assistants and team managers who interact in any way with players on teams.

SECTION 6 – Active Adult Referees
To be declared an active adult referee, the individual must be at least 18 years of age as of the date of the annual League election for Board members, currently certified by the Club or the United States Soccer Federation (USSF) as a referee, and have participated in officiating 4 or more games for BAFC during the previous twelve (12) month period. To qualify, games must be governed under the guidelines of FIFA, USSF, CYSA, or US Club.

SECTION 7 – Voting Rights
No participating family shall have more than one vote in an election or vote of the
membership.
Volunteer coaches are entitled to one (1) vote.
Two (2) additional representatives from each registered team who are parents/guardians of registered players shall have voting rights at any meeting of the membership. Each team shall choose its representatives. All parents and/or legal guardians of registered players who are current on their payments are entitled to (1) vote for the year their player participates in. Active adult referees shall have voting rights at any meeting of the membership.
Members of the Board of Directors shall have sole voting rights on financial and personnel issues and any other matters not categorized as policies, procedures and revisions of the constitution or bylaws. Members of the Board of Directors shall all be entitled to vote at any meeting of the membership.
Electronic Voting shall be permitted for all elections or membership votes, including, but not limited to, the amendment of these bylaws.

SECTION 8 – Adherence to Constitution, Bylaws, Rules, Regulations, Policies and Procedures
All members of the Board of Directors, coaches, referees, players and parents/guardians of players shall abide by the Constitution and Bylaws as well as the policies, rules and regulations of the Club, the Laws of the Game and all policies, procedures, rules and regulations of those associations with which the Club is affiliated.

SECTION 9 – Agents of BAFC Members and contracted agents of BAFC may not state or imply that they have permission to act as agents of BAFC without prior approval of the Board of Directors.

ARTICLE VII – OFFICERS AND BOARD OF DIRECTORS

SECTION 1 – Composition
The Board of Directors shall be comprised of eight (8) officers listed
herein. Members of the same household cannot serve concurrently as
President, Vice President, Secretary, Treasurer or Registrar.
President
Vice President
Secretary
Treasurer
Registrar
Recreational Division Coordinator
Competitive Division Coordinator (voted by Select Division)
Referee Coordinator

SECTION 1.1 – Competitive Division
The Competitive Division shall be made up of Competitive Coaches, Competitive Assistant Coaches, and two parents from each Competitive Team. The Competitive Division Coordinator shall chair the Competitive Division and shall be empowered to appoint people to the necessary positions to run the Competitive Division.

SECTION 2 – Election
In even years, the President, Secretary, Registrar, Competitive Division Coordinator, shall be elected at the annual meeting of the membership. In odd years, the Vice President, Treasurer, Recreational Division Coordinator, Referee Coordinator, shall be elected at the annual meeting of the membership.

SECTION 3 – Term of Office
Term of office shall be for two (2) calendar years following the annual
meeting of the membership.

SECTION 4 – Resignation and Removal of Directors
Resignations shall be effective upon receipt in writing by the President or the Secretary of this corporation unless a later effective date is specified in the resignation. The members may remove any officer/director at any time, with or without cause. If there are fewer than fifty members, the vote of a majority of all members entitled to vote shall be required to remove an officer/director. The directors may remove any director at any time for cause. The cause is defined as follows: Any officer may be removed by the Board upon approval of two-thirds (2/3) vote of the entire Board at a board meeting or by two-thirds (2/3) of the membership present and voting at a meeting of the membership. Prior to any vote to remove an officer, the officer shall receive a written notice of hearing before the Board, which hearing shall take place at least ten (10) days after the written notice has been mailed (return receipt requested) for delivered in person.
-a Director who has been declared of unsound mind by a final order of the court; or
-a Director who has been convicted of a felony or a misdemeanor involving moral turpitude; or
-a Director who has been found by a final order or judgment of any court to have breached any duty under the California nonprofit corporation law in California Corporations Code §§ 5230-5239; or
-a Director who is absent from four (4) board meetings in a calendar year or is absent for more than three (3) consecutive board meetings.

SECTION 5 – Vacancies
A vacancy in any office may be filled by action of the Board of Directors. The Board will seek qualified individuals, and the President will nominate an appropriate candidate for approval by the Board. Any approved officer will serve until the next election at the annual meeting of the membership where he/she shall be confirmed by election for the balance of the term of office. In the absence of a president, any member of the Board may seek and nominate an appropriate candidate for approval by the Board.

SECTION 6 – Additions to the Board
Additional advisory members may be nominated by Board members and approved by a two thirds (2/3) vote of the Board members present and voting at any Board meeting. New board positions may be created by a two-thirds (2/3) vote of the Board members present and voting at any Board meeting. Any volunteer filling such a new position prior to the annual meeting of the membership will serve in an advisory capacity with no voting authority until elected at the next annual meeting of the membership. At such meeting of the membership, the Bylaws will be appropriately modified to include the new position according to the process defined in ARTICLE IX.

SECTION 7 – Duties of Officers

SECTION 7.1 – President
The President shall follow all the rules, regulations, policies and procedures set forth by the Board and have general supervision over all the affairs of the Club. The President shall serve as the executive officer of the Club and call and preside at all meetings of the Club and the Board. He/she shall share the duties of parliamentarian with the Vice President. The President shall be an ex officio member of all committees and shall appoint chairpersons of committees consistent with the Bylaws. The President shall serve as the primary League liaison with CYSA District IV, CYSA, US Club, the City of Benicia and the Benicia Unified School District. The President shall not vote on any question brought before the Board or any committee except to break a tie vote.

SECTION 7.2 – Vice President
The Vice President shall assume such duties as may be assigned by the President, including acting for the President in his/her absence or in such cases as the President’s death, resignation or inability to act. He/she shall chair the disciplinary committee.

SECTION 7.3 – Secretary
The Secretary shall keep or cause to be kept, a book of minutes of all meetings, proceedings, and actions of the Board, or committees of the Board. The Secretary shall keep or cause to be kept, copies of the Constitution & Bylaws and Policies, Procedures, Rules & Regulations as amended to date. The Secretary shall maintain or cause to be maintained a list of members of all standing and ad hoc committees of the Board required by these Bylaws. The Secretary shall, in conjunction with the Communications Coordinator and in a timely fashion, publish or cause to be published, all aforementioned documents on the Club website and/or via email.
The Secretary shall keep the corporate seal in safe custody. The Secretary shall be accountable for League stationery supplies, mail pick-up, and issuing of such correspondence as directed by the Board. The Secretary shall chair the Nominating Committee and shall have such other powers and perform such other duties as the board or Bylaws may prescribe.

SECTION 7.4 – Treasurer
The Treasurer shall maintain a complete financial record for the Club, including a record of all money received for the Club from fees and fundraising events. He/she shall collect all BAFC monies, receive and hold the securities of the Club and deposit and disburse the same as directed by the Board.
The Treasurer shall maintain adequate and correct accounts of the Club that shall be open for inspection as directed by these Bylaws or the Board. The Treasurer shall submit for review and explanation, full written financial statements of accounts to the Board at each monthly meeting. He/she shall also be responsible for filing all legally required financial reports and tax filings for the Club and for submitting a summary financial report at the annual meeting of the membership.

SECTION 7.5 – Registrar
The Registrar will maintain complete registration records for BAFC members in keeping with CYSA and/or US Club rules, regulations, policies and procedures. He/she shall certify on team rosters that all players are properly registered and administratively qualified. The registrar will provide player passes in a timely manner for teams competing outside the Club. The Registrar will be responsible for player administration and Recreational teaming procedures in conjunction with the Vice President and the Recreational Coordinators. He/she will coordinate registration activities and comply with specific rules, regulations, policies and procedures established by District IV registrars, CYSA, and/or US Club setting appropriate deadlines for the Club to maintain compliance. He/she shall also assign volunteer coordinators to specific tasks to assist with the duties of the position.

SECTION 7.6 – Recreational Division Coordinator
The Recreational Division Coordinator shall be responsible for the recreational segment of the Club including the formation of the Division IV teams that travel and play in District IV league competition. His/her direct responsibilities are to assign volunteer coordinators to specific tasks to assist with the duties of the position. The Recreational Division Coordinator will help ensure that the recreational programs and activities are consistent with the objectives, purpose and policies of the Club. He/she shall receive complaints/compliments communicated via the coach evaluation forms mailed to League participants. He/she will be responsible for recruiting coaches and age group coordinators, the assignment of practice fields for recreational league teams, game schedule coordination, the coordination of the special team/player events for recreational league players and meetings for recreational coaches. The Recreational Division Coordinator shall review all coaching applications in conjunction with the Recreational Coaches Selection Committee and make recommendations regarding assignments to the Board. He/she shall also coordinate with the Registrar in all teaming activities.

SECTION 7.7 – Competitive Division Coordinator (Voted in by the Select Division) The Competitive Division Coordinator shall administer the competitive team division and be the chair of the Competitive Committee. His/her direct duties are to assign volunteer coordinators to specific tasks within the competitive division, including a District IV competitive representative, to assist with the duties of the position. He/she shall receive complaints/compliments communicated via the coach evaluation forms mailed to League participants. The Competitive Division Coordinator will help ensure that the competitive division programs and activities are consistent with the objectives, purpose and policies of the Club. The Competitive Division Coordinator shall recruit coaches and assistant coaches for the competitive division teams, review all coaching applications and requests in conjunction with the Competitive Coaches Selection Committee and make recommendations regarding assignments to the Board. Specifically, the Director of Coaching shall make coaching recommendations to the Competitive Division Coordinator, who in turn shall present them to the entire Board of Directors for approval. The Director of Coaching shall initially choose which competitive teams a specific coach shall be assigned to subject to the Board of Directors approval. He/she shall also conduct all coaches’ meetings for the competitive division. He/she shall coordinate with the Competitive Registrar on all team credential issues.

SECTION 7.8 – Referee Coordinator
The Referee Coordinator shall oversee the officiating for all games played within the Club, with the exception of tournaments. CYSA and US Club cup competitions. He/she is responsible for the training, assessment, qualification records and scheduling of referees in the Club; this includes coordination with the District IV referee coordinator for licensing clinics, in-service training and assessment. He/she shall maintain qualification records on all referees, both league-certified and USSF-certified. The Referee Coordinator is also responsible for assigning volunteer coordinators to specific tasks to assist with the duties of the position. The Club Referee Coordinator shall coordinate with both the Recreational and Competitive Division Referee Coordinators and shall be an advisory member of the Disciplinary Committee.

SECTION 8 – Establishment of Standing Committees
The Board shall establish and maintain the following standing committees:
Executive
Protests and Appeals
Disciplinary
Nominating
Finance
Recreational Committee
Competitive Committee
Rules and Regulations

SECTION 8.1 – Executive Committee
The Executive Committee is comprised of the President, Vice President, Secretary, Treasurer and Registrar. The Executive Committee may meet to resolve emergency situations between board meetings or when so directed by the Board. All actions of the Executive Committee are subject to ratification by the Board at the next board meeting.

SECTION 8.2 – Protest and Appeals Committee
The Protest and Appeals Committee is comprised of the entire Board of Directors. The Protest and Appeals Committee will review and render a decision on all protests and appeals requested of this League.

SECTION 8.3 – Disciplinary Committee
The Disciplinary Committee shall be chaired by the Vice President. The purpose of this committed shall be to handle disciplinary issues for the Club. Incidents involving ejections during matches will be decided by the committee using the disciplinary guidelines offered by CYSA District IV, and US Club. In all other issues, including conduct of players, coaches, parents and spectators, the committee will make a recommendation to the Board. All decisions rendered by the Disciplinary Committee shall be communicated to the affected party(ies) within forty-eight (48) hours. Such decisions can be appealed to the protest and appeals committee within fort-eight (48) hours of notification. The Disciplinary Committee shall include the Vice President as chairperson, the Referee Coordinator and at least one other member appointed by chair. If any member has a conflict with any issue, the chair will appoint another member in his/her
place.

SECTION 8.4 – Nominating Committee
The Nominating Committee shall be chaired by the Secretary of the Club. The committee shall consist of at least three (3) and no more than five (5) members. It shall be the duty of this committee to present a list of candidates for the appropriate Board positions for each election as described in ARTICLE VII, SECTION 7.2. The committee shall meet not less than forty-five (45) days prior to the annual meeting of the membership to secure and compile the list of candidates. The Nominating Committee shall accept nominations submitted in writing, in a prescribed format, by any member of the Club. All nominations shall be received and accepted by the Nominating Committee not less than thirty (30) days prior to each election. The Nominating Committee will conduct the election at the annual meeting of the membership by secret ballot, having prepared the ballots in advance.

SECTION 8.5 – Finance Committee
Composition. This committee shall be chaired by the Treasurer. A majority of this committee shall be comprised of individuals who are (i) experienced in financial matters and (ii) not members of the board of directors.
Monthly and Annual Oversight. The purpose of this committee is to conduct monthly reviews of League finances, including the profit and loss statement, the general ledger, and the check registers, bank statements and all canceled checks. The committee also conducts an annual review of the Club’s books and records. The Club’s Treasurer shall research and answer any questions raised by the committee on these and any other financial matters. (c) Other Duties. The committee shall also assist in the preparation of an annual budget and submit the budget proposal not later than December 1 of each year for the following year.

SECTION 8.6 – Recreational Committee
This committee will be comprised of the Recreational Coordinator. The standing members will be the Recreational Coach and Training coordinator, the Events and Volunteer Coordinator, the Fields and Equipment Coordinator, the DOC (if applicable) and the Age Group Coordinators as described in Article VIII below. The Registrar will also be an active member of this committee. This committee will be responsible for all aspects of running the recreational program including coach selection, events
planning, game scheduling, etc. Additional members may be recruited and approved by the board as required.

SECTION 8.7 – AFC Competitive Committee
The AFC competitive committee will consist at a minimum, of the AFC treasurer, AFC registrar, DOC (if applicable) and AFC Tournament director. The committee will be chaired by the Competitive Coordinator. The committee will be responsible for all aspects of running the Competitive side of the Club including coach selection, tournaments, registration, etc.

SECTION 8.8 – Rules and Regulations Committee
The Rules and Regulations Committee shall, annually, review all rules and regulations, policies and procedures, and bylaws for conflicts with the rules and regulations, policies and procedures, and bylaws of those associations with whom we are associated. The committee shall report at least annually to the Board of Directors.
This committee shall also review all proposed bylaw, policy and procedure, and rule and regulation changes for conflict with other BAFC bylaws, rules and regulations, policies and procedures and the bylaws, rules and regulations, policies and procedures of those associations with whom we are associated. This committee shall also review such proposed changes for proper formatting, provide feedback to the author, if necessary and only if time would allow for any needed change, and shall issue an advisory vote that shall be visible to the membership on any and all proposed changes to the Bylaws, policies and procedures or rules and regulations.

SECTION 8.9 – Other Committees
The Board may establish committees as may be necessary from time to time, consisting of such number of its members and League members and with powers as it may designate consistent with these Bylaws.

SECTION 8.10 – Committee Membership
Each committee shall consist of a minimum of three (3) members. The chairperson of these committees shall be prescribed by these Bylaws for standing committees, or appointed by the President, pursuant to Article VII, Section 7.1. Committee members may be from the membership of the Club. All members of a committee must be approved annually by a majority of the Board present and voting. The President of the Club is an ex officio member of all committees. Members of the same household cannot serve on the same committee.

SECTION 9 – Committee Actions
All actions of League committees shall be subject to approval or ratification by the Board of Directors unless otherwise specified by the Bylaws.

ARTICLE VIII – Non-Board League Officials

SECTION 1 – Coordinators
Several positions that are vital to the Clubs continued operation and
will be standing members of committees as outlined in ARTICLE VII above.

SECTION 1.2 – Field and Equipment Coordinator
The Field and Equipment Coordinator shall oversee the facilities and equipment of the Club, including the lining and maintenance of the playing fields and the maintenance and security of the equipment. The Field and Equipment Coordinator shall have the authority to assign the setup and take-down activities for field equipment. He/she shall relay issues pertaining to field maintenance to the President who will address same with the City of Benicia and the Benicia Unified School District. He/she shall conduct an annual inventory and make recommendations to the Board regarding purchase of new or replacement equipment, including such items as goals, nets, balls and ice packs for both competitive and recreational divisions. He/she will be a standing member of the Recreational Committee.

SECTION 1.3 – Events and Volunteer Coordinator
The Events and Volunteer Coordinator shall work to secure volunteer participation for the specific activities and events for which he/she is responsible. He/she will be responsible for opening day activities, picture day and tracking volunteers. He/she will be a standing member of the Recreational Committee.

SECTION 1.4 – Communications Coordinator
The Communications Coordinator shall oversee all communications with members of the Club and the community. He/she shall be accountable for the Club newsletter, website, yearbook, news articles, and notices to the public, publicity, sponsorship, and voice mail messaging. The Communications Coordinator will report directly to the Secretary of the Club.

SECTION 1.5 – Recreational Coach and Training Coordinator
The Recreational Coach and Training Coordinator shall be responsible for coordinating the recruitment, training and education of Recreational coaches and teams in BAFC. His/her direct responsibilities are to assign volunteer coordinators to specific tasks to assist with the duties of the position.
The Recreational Coach and Training Coordinator shall review all coaching applications in conjunction with the Recreational Committee and make recommendations regarding assignments to the Board. The Recreational Coach and Training Coordinator shall be responsible for coordinating the training and education of Recreational coaches through clinics, workshops and classes. The Recreational Coach and Training Coordinator shall also be responsible for the coordination of any training program where the Club employs one or more trainers to work with Recreational teams and/or coaches for the purpose of a league-wide Recreational training program.

SECTION 1.6 – Age Group Coordinators
There will be Age Group Coordinators (AGCs) assigned to the following age groups to assist the Recreational Coordinator in administering the recreational league.
U6 Age Group Coordinator
U7 Age Group Coordinator
U8 Age Group Coordinator
U10 Age Group Coordinator
U12 Age Group Coordinator
U14 and above Age Group Coordinator
The AGCs will be responsible for assisting with teaming, complaint resolutions, registration assistance and game scheduling.

ARTICLE IX – MEETINGS

SECTION 1 – Membership Meetings

SECTION 1.1 – Annual Meeting of the Membership
The annual meeting of the membership shall be held the second Tuesday in the month of December each year. With the approval of two-thirds (2/3) of the Board present and voting, this meeting may be delayed only for a period not to exceed sixty (60) days.

SECTION 1.2 – Purpose of Annual Meeting of the Membership
The primary purpose of the annual meeting of the membership is to elect new officers of the Club and the Competitive Division Coordinator, to act on any proposed amendments to these Bylaws, to act on proposed changes in League policies and procedures and such other business as may properly come before the meeting. Agenda items not specifically addressed in these Bylaws must be submitted in writing to the Board not less than forty-five (45) days before a scheduled membership meeting and must be included in the notice of a membership meeting.

SECTION 1.3 – Notice of Membership Meetings
Written notice of all membership meetings stating 1) the place, 2) day and hour, and 3) purpose (to include the agenda and copies of material to be considered) shall be mailed to each voting member at the last registered address not less than fifteen (15) nor more than thirty (30) days prior to the scheduled date. Electronic or USPS mailing of one such notice to a household shall be considered as notification to each member who resides at that address.

SECTION 1.4 – Special Membership Meeting
A special membership meeting may be called by two-thirds (2/3) of the Board of Directors who have voted for a special meeting or forty (40) members entitled to vote by written petition to the Board.

SECTION 1.5 – Quorum
At any membership meeting, the presence of twenty (20) members with voting privileges shall be necessary to constitute a quorum for the purpose of conducting business at a meeting. The members with voting privileges 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.

SECTION 1.6 – Proxies
Voting by proxy is not permitted.

SECTION 1.7 – Conducting Business
The act of a majority of the members present and voting (abstentions do not count in the voting process) at a membership meeting shall be the act of the membership, unless the act of a greater number is required by these Bylaws.

SECTION 2 – Board of Directors

SECTION 2.1 – Monthly Meeting
The Board of Directors shall meet monthly on the fourth Tuesday of the month. A change to this date on a month-to-month basis may be approved by two-thirds (2/3) of the Board present and voting. Notice of change must be communicated in writing to each director not in attendance at the meeting at least twenty (20) days prior to the new date. Notice of change must also be communicated to the Club via a newspaper item in the local newspaper or posting of such notice on the Club’s website or both.

SECTION 2.2 – Special Meeting
A special meeting of the Board of Directors may be called by two-thirds (2/3) of the Board who have voted for a special meeting or by twenty (20) members by written petition to the Board of Directors.

SECTION 2.3 – Quorum
At any Board meeting, the presence of the majority of voting members shall be necessary to constitute a quorum for the purpose of conducting business.

SECTION 2.4 – Conducting Business
The act of a majority of the directors voting at a meeting shall be the act of the Board of Directors, unless the act of a greater number is required by these Bylaws. Directors abstaining will be considered not to have voted.

SECTION 2.5 – Closed Sessions
Approval must be obtained from two-thirds (2/3) of the Board members present and voting to move the Board meeting into closed session.

ARTICLE X – DISCIPLINARY ACTION/PROTESTS & CONFLICTS

SECTION 1 – Subjects
Violations of CYSA, US Club, and/or BAFC Bylaws, rules and regulations, or policies and procedures, or misapplication of the “Laws of the Game” shall be proper subjects to be considered for action by the Disciplinary Committee and/or the Protest and Appeals Committee.

SECTION 2 – Procedure
All disciplinary reports, protests and/or appeals shall be documented in writing and shall follow the Club policies, procedures, rules and regulations. The process shall be documented for parents and coaches at the beginning of each season.

SECTION 3 – Review of Disciplinary Rules, Regulations, Policies, and Procedures
Disciplinary rules, regulations, policies, and procedures shall be reviewed annually by the Board of Directors using District IV, CYSA, and/or US Club rules, regulations, policies and procedures as guidelines.

SECTION 4 – Conflicts of Interest
It shall be deemed a conflict of interest for any Board member to vote on any motion before the Board which involves the officer himself/herself, any child or relative of the officer or any age group in which the officer has an interest. The officer shall recuse himself/herself and the Board may exercise the option of asking that officer to leave the room during the proceedings.

ARTICLE XI – PARLIAMENTARY AUTHORITY
Robert’s Rules of Order shall be deemed as adopted at all meetings of the Club, unless otherwise agreed to by the participants, insofar as such rules are not inconsistent with or in conflict with the Constitution and Bylaws and rules, regulations, policies and procedures of the Club or any organization with which the Club is affiliated.

ARTICLE XII – AMENDMENTS TO THE BYLAWS

SECTION 1. Board Amendment of Bylaws
Subject to the rights of the Members under these Bylaws and the limitations set forth below, the Board may, by a two-thirds vote of the Directors then in office, adopt, amend or repeal bylaws, unless doing so would materially and adversely affect the Members’ rights as to voting. The Board may not vote on changes to the Bylaws under this section by electronic vote.

SECTION 2. Notice of Board Amendment of Bylaws
Any amendments to these Bylaws to be submitted to the Board shall be noticed to the Board at least 15 days prior to the board meeting. Such notice must specifically state the proposed amendment.

SECTION 3. When Voting Members Approval Required
Without the two-thirds vote of the attending and Voting Members at a meeting of the Members, the Board may not adopt, amend or repeal any Bylaw that would: (a) Change the minimum or maximum number of Directors; (b) Change from a variable number of Directors to a fixed number of Directors; (c) Increase or extend the terms of Directors; (d) Allow any Director to hold office by designation or selection rather than by election by the Members; (e) Increase the quorum for any meeting of the Members; (f) Authorize voting by proxy; or (g) Authorize cumulative voting.

SECTION 4. Member Amendment of Bylaws
Any Member may propose amendments to the existing Bylaws for consideration by the Voting Members. Proposed amendments to be considered by the Voting Members at the AGM shall first be submitted to the Board by August 1 preceding the AGM. Amendments shall be voted on and deemed adopted by the vote of two-thirds of the Voting Members attending and voting at the AGM or other properly noticed special meeting of the Members.

SECTION 5. Notice of Member Amendment of Bylaws
Proposed amendments to the Bylaws to be considered by the Voting Members shall be noticed to the Voting Members at least 15 days prior to the AGM or other properly noticed special meeting of the Members. Such notice must specifically state the proposed amendment.

SECTION 6. Effective Date
Amendments to the Bylaws become effective January 1 unless otherwise stated
in the motion to approve the amendments.

ARTICLE XIII – RECORDS AND REPORTS

SECTION 1 – Records
The Club shall maintain adequate and correct accounts, books and records of its business and properties. All such books, records and accounts shall be kept at its principal place of business in the State of California, as fixed by the Board of Directors.

SECTION 2 – Inspection of Books and Records
All books and records shall be maintained as required by the Corporations Code of California and shall be open to inspection to the members of this League.

SECTION 3 – Checks, Drafts, Notes and Indebtedness
All checks, drafts or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of or payable to the corporation shall be signed by the authorized persons in the case of checks or other negotiable instruments, or endorsed by such person or persons and in such manner as described in the Club’s policies and procedures or determined by resolution of the Board of Directors.

SECTION 4 – Contracts and How Executed
The Board of Directors, except as otherwise provided in the Bylaws, may authorize any officer or officers to enter into any contract or execute any instrument in the name of and on behalf of the Club. Such authority may be general or specific. Unless so authorized by the Board of Directors, no officer shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or to render it liable for any purpose or any amount.

ARTICLE XIV – PAID INDEPENDENT CONTRACTORS
The Board may contract for services as deemed necessary. These may include but are not limited to the services of a Certified Public Accountant to conduct an audit or financial review, a Director of Coaching, League Administrator and team trainers. The amount of time devoted to these positions as well as the amount paid for the services shall be determined by the Board.

ARTICLE XV – DISSOLUTION
SECTION 1 – Authority
Should this League be dissolved, all assets remaining after the payment of all debts shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for the purpose of the development of youth soccer.
BYLAWS OF: BENICIA YOUTH SOCCER, INC.

AMENDED BY THE MEMBERS: ___
EFFECTIVE: August 17th, 2019
Scott Swoboda
President, Board of Directors