SPINDLETOP SELECT SOCCER CLUB, INC.

SECTION II.

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Article 1: Offices Article 1: Offices

A. Principal Office A.Principal Office

The principal office of SPINDLETOP SELECT SOCCER CLUB, INC., (hereinafter referred to as "SSSC") shall be in the State of Texas and within the boundaries of SSSC. It shall be located at the residence of SSSC's President.

B. Registered Office

SSSC shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time. The registered agent shall be the SSSC President unless the President shall appoint a designate to be the registered agent in his/her place. SSSC shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office as required by the Texas Non‑Profit Corporation Act. The registered office may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time. The registered agent shall be SSSC's President unless the President appoints a designate to be registered agent in his/her place. ' !

Article 2: Board of Directors and Officers

1. General Provisions

All Officers of SSSC shall carry out the decisions of the Board of Directors and shall uphold and enforce the provisions of SSSC, STYSA and USYSA's Constitution, Bylaws, and any Rules. The Executive Board shall consist of the President, Vice President, Treasurer, Secretary, and Director of Coaches.

2. President

The President shall be the Chief Executive Officer of SSSC, shall be elected for a two year term with elections taking place during odd years, and shall have the following duties and responsibilities:

Ž The President shall be charged with the overall administration and shall manage the day-to-day operations of the Club.

Ž The President shall preside at SSSC's Regular and Special Board of Directors meetings.

Ž The President may appoint committees.

Ž The President shall cast the deciding vote in the event of a tie at any meetings at which he/she presides or waive the right to do so.

Ž The President shall be authorized along with the Treasurer to sign all checks.

Ž The President along with the Treasurer shall oversee all budgets and financial reports, and he/she shall direct the Treasurer to submit monthly reports to the Board and member teams.

Ž The President shall have responsibility for new area development; however, all new expenditures must be approved by the Board as listed in Article 2.

Ž The President shall be the single point of contact between SSSC and STYSA, SYSA, BYSC, and/or EDDOA.

Ž The President shall have the right to designate individual(s) to carry out any of his/her listed duties and responsibilities.

3. Executive Vice President:

The Executive Vice President shall be elected for a two year term with elections occurring during even years, shall succeed to the powers of the President in his/her absence, and in addition shall have the following duties and responsibilities:

Ž The Executive Vice President shall assume responsibility for all insurance matters, including but not limited to informing the members of the Board of Directors about insurance coverage, handling claims (including follow-up), and dealing with any insurance problems that might arise.

Ž The Executive Vice President shall be in charge of the selection, purchase, and distribution of uniforms and awards.

Ž The Executive Vice President may appoint other individuals or committees to assist in carrying out his/her duties and responsibilities

Ž The Executive Vice President shall maintain a supply of current relevant forms.

Ž The Executive Vice President shall coordinate and preside over all committees, including the Discipline and Protest Committee.

Ž The Executive Vice President shall be responsible for obtaining and maintaining current copies of all relevant soccer rules and regulations, including USSF, USYSA, STYSA, EDDOA, and SSSC's rules, and he/she shall circulate said rules to the Director of Coaches.

Ž The Executive Vice President shall attend Regular and Special Board meetings.

1. Vice President of Finance/Treasurer

The Vice President of Finance/Treasurer shall be elected for a two year term with elections occurring during odd years and shall have the following duties and responsibilities:

Ž The Vice President of Finance/Treasurer shall collect all dues and fees owed to SSSC; control all monies of SSSC; and maintain detailed records of SSSC's income and expenditures.

Ž The Vice President of Finance/Treasurer shall with the President have the authority to sign checks of the Club.

Ž The Vice President of Finance/Treasurer shall prepare and submit a yearly financial report of income, expenditures, and current assets and liabilities to the Board of Directors at the July meeting.

Ž The Vice President of Finance/Treasurer shall pay all SSSC's bills properly passed upon and approved by SSSC.

Ž The Vice President of Finance/Treasurer shall be responsible for preparing or having prepared all financial reports required by the Internal Revenue Service and/or any other governmental entity.

Ž The Vice President of Finance/Treasurer shall assist the President in the preparation of the yearly SSSC budget.

Ž The Vice President of Finance/Treasurer may appoint other individuals or committees to assist in carrying out his/her duties and responsibilities.

Ž The Vice President of Finance/Treasurer shall be responsible for collecting game cards and paying the referees.

Ž The Vice President of Finance/Treasurer shall attend Regular and Special Board meetings.

1. Secretary

The Secretary shall be elected for a two year term with elections occurring during even years, and he/she shall have the following duties and responsibilities:

Ž The Secretary shall record the minutes of all meetings, attend to all correspondence, and keep the records of SSSC.

Ž The Secretary shall provide minutes of SSSC's meetings to the Board, as listed in Article 2, and to team representatives prior to the next scheduled SSSC meeting.

Ž The Secretary shall have available at all meetings copies of minutes of previous meetings.

Ž The Secretary shall schedule the location of meetings in accordance with SSSC's Constitution, Bylaws, and Rules.

Ž The Secretary shall provide notice of all meetings as required in SSSC's Constitution, Bylaws, and any Rules of all meetings.

Ž The Secretary may appoint other individuals or committees to assist in carrying out his/her duties and responsibilities.

Ž The Secretary shall attend Regular and Special Board meetings.

6. Director of Coaches

The Director of Coaches shall be appointed for a two year term with elections occurring during even years, and he/she shall have the following duties and responsibilities:

Ž The Director of Coaches shall be the point of contact in reference to issues and concerns of players, coaches, parents, and trainers.

Ž The Director of Coaches shall provide support for all team managers and coaches.

Ž The Director of Coaches shall be responsible for obtaining all team schedules and scheduling trainers to attend games.

Ž The Director of Coaches shall provide input for the SSSC Handbook and D&P Committee and Coaches meetings.

Ž The Director of Coaches shall be responsible for making sure coaches have been properly licensed and possess proper credentials.

Ž The Director of Coaches may appoint individuals or committees, including Boy's and Girls' Commissioners, to assist in carrying out his/her duties or responsibilities.

Ž The Director of Coaches recruits new coaches and accepts applications for all Coaches and submits same to the Board.

Ž The Director of Coaches shall supervise SSSC trainers.

Ž The Director of Coaches shall develop and promote activities for the development of SSSC's players and coaches.

Ž The Director of Coaches shall attend Regular and Special Board meetings.

7. Other Officers

Registrar

The Registrar shall be appointed for a two year term with the appointment occurring during odd years, and he/she shall have the following duties and responsibilities:

Ž The Registrar shall arrange for, organize, and administer the registration of all players, including registering all SSSC players with SYSA.

Ž The Registrar shall assist SYSA in registering all SSSC member players with appropriate State and National organizations.

Ž The Registrar shall compile and maintain rosters of all SSSC teams, issue player identification cards to each SSSC player, and interpret registration and roistering rules to insure compliance with and consistency in the application of SYSA, STYSA, and USYSA registration requirements.

Ž The Registrar shall attend Regular and Special Board meetings.

Director of Referees

The Director of Referees shall be appointed for a two year term with the appointment occurring during odd years, and he/she shall have the following duties and responsibilities:

Ž The Director of Referees shall develop and promote activities for the development of SSSC's referees.

Ž The Director of Referees shall be responsible for collecting game cards and submitting the information to the Vice President of Finance/Treasurer.

Ž The Director of Referees shall insure that all referees are properly licensed and shall maintain documentation of team assignments.

Ž The Director of Referees shall recruit new referees and shall coordinate referee clinics.

Ž The Director of Referees shall attend Regular and Special Board meetings.

Article 3: Elections Article 3: Elections Article 3: Elections

A. Position Available

A.Position Available

There shall be elections held during the regular November meeting of the Board to elect Officers and Directors whose terms are expiring. Terms will begin on January 1.

B. Nominations B.Nominations B.Nominations

A Nominating Committee will be selected at the regularly scheduled September Board meeting. The Nominating Committee will be responsible for nominations of all elected positions to the Board. The nominations shall be presented to the Board at the regular October Board meeting. These nominations shall in turn be forwarded to all individuals qualified to vote at least two weeks prior to the Election. Nominations may also be heard from the floor. Nominations to the Board shall be as to limit, to the extent possible, any over-weighting of membership toward one interest group or another. Family members may not serve as Officers on the Board during the same year. A Nominating Committee will be selected at the regularly scheduled November Board meeting. The Nominating Committee will be responsible for nominations of all open positions to the Board. The nominations shall be presented to the Board at the regular January Board meeting. These nominations shall in turn be forwarded to all individuals qualified to vote at least two weeks prior to the Election. Nominations to the Board shall be as to limit, to the extent possible, any over‑weighting of membership to' !

C. Voting C.Voting

The voting membership of the SSSC shall be composed of one representative from each team. Voting will be done by roll call. Coaches or their proxy elect all officials by simple majority. Ties will be determined by vote of the President except when his/her vote would effect the determination of the Presidency. At that time the Executive Vice President shall cast the vote to break a tie.The voting membership of the SSSC shall be composed of one representative from each team and the Board of Directors.

D. Filing of Vacancies D.Filing of Vacancies

When vacancies occur in the Board, except the office of President, the Executive Committee shall nominate a person to fill the vacancy, and this nomination shall be approved by the Board at the next scheduled meeting. Should the Board fail to approve the nomination, the Executive Committee shall select again, and the process shall continue until a successor satisfactory to the Board has been confirmed. All subsequent nominations can be made and voted on at the same meeting. When the office of the President becomes vacant, the Executive Vice President shall succeed to the office of President, and the vacancy of Executive Vice President shall be filled as above. When vacancies occur in the Board, except the office of President, the Executive Committee shall nominate a person to fill the vacancy, and this nomination shall be approved by the Board at the next scheduled meeting. Should the Board fail to approve the nomination, the Executive Committee shall select again, and the process shall continue until a successor satisfactory to the Board has been confirmed. When the office of the President becomes vacant, the Executive Vice President shall succeed to the o' !

E. Proxy E.Proxy

To be valid, a proxy must be in writing, signed, and dated by the person issuing the proxy. It must be presented to SSSC's Secretary prior to any vote in which it will be utilized. The proxy must designate the individual appointed to vote for the absent member and must designate the powers of the proxy holder. It shall be viable only for the meeting immediately after the date of the proxy.

Article 4: Meetings Article 4: Meetings

A. Agenda A.Agenda A.Agenda

Any member may include items on the agenda by notifying the Secretary one week prior to each regular monthly Board meeting. The Secretary shall make the agenda available to the membership. Any Board member may include items on the agenda by notifying the President in a timely manner so as to allow the Secretary to submit an agenda to each Board member one week prior to each regular monthly Board meeting.

B. Order C.Order

Regular Board meetings will be held the fourth Monday of each month unless previously notified by the President. The normal order of business for regular monthly meeting shall be as shown below unless a change is approved by a majority of Board members present at the meeting: Regular Board meetings will be held the last Monday of each month unless previously notified by the President. The normal order of business for regular monthly meeting shall be as shown below unless a change is approved by a majority of Board members present at the meeting:

*Reading and Approval of Minutes of the previous Regular Board meeting and any Special Board Meeting held since the last Regular Board meeting.

*Treasurer's Report (submitted in writing)

*Communications

*Committee Reports

*Unfinished Business

*New Business

*Adjournment

C. Quorum and Voting Requirements D.Quorum and Voting Requirements

A quorum shall be defined as fifty percent (50%) of all current Board members as listed in

Article 2. No business may be conducted without a quorum. Each member of the Board shall have one vote, and each team shall have one vote. The President will vote only to break a tie vote. Members of the Board, team representatives, or their proxy must be present to vote.

D. Minutes of the Meeting E.Minutes of the Meeting

The Secretary shall record the official minutes of all Regular and Special Board meetings and all Executive Committee meetings. The Secretary shall attach a copy of the previous month's Regular, Special, an/or Executive committee meetings, where applicable, to the agenda of regular monthly meetings for distribution to all Board members as listed in Article 2 and team representatives by electronic or postal mail prior to each Regular Board meeting.

E. Attendance F.Attendance

SSSC voting members are expected to be regular in attendance at all Regular and Special Board meetings. Members who fail to attend three consecutive or five cumulative meetings in a calendar year may be replaced for non-attendance or lose their voting privilege by 2/3's vote of voting members.

F. Rules of Order

G.Rules of Order

All Board meetings and Committee meetings shall be conducted in accordance with Robert's Rules of Order (current edition).

Article 5: Standing Committees

A. Discipline and Protest Committee

The Executive Vice President shall act as Chairperson and shall appoint a three member Discipline and Protest Committee and one alternate. STYSA procedures will be followed except those relating to criminal activities. (See Red Book.)

B. Constitution Bylaws and Rules Committee

The Constitution, Bylaws, and Rules Committee shall be composed of the President, Executive Vice President, and three other persons appointed by the President. The President and, in his/her absence, the Executive Vice President shall act as Chairperson. The purpose of the committee is to review from time to time and discuss requests for changes, additions, and deletions to SSSC's Constitution, Bylaws, and Rules. The committee should meet at least once per season and report any suggested changes to the Board of Directors. The meeting shall be called by the Chairperson at a time and location that he/she designates. Changes, additions, and deletions to SSSC's Constitution, Bylaws, and Rules shall require a meeting of the Board of Directors and shall not take effect without 2/3's vote of all Board members present at the scheduled meeting.

C. Promotion Committee

This Committee shall have the following duties and responsibilit1es:

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