FSA BYLAWS

 AMENDED AND RESTATED BY-LAWS (“By-Laws”) OF FAIRMOUNT SOCCER ASSOCIATION (“FSA” or “Corporation” or “Club”)

ARTICLE I – FSA OFFICES
1. The registered office of the Corporation shall be at P.O. Box 42844, Philadelphia, PA 19101-2844. 2. The Corporation may also have offices at such other places as the Board of Directors (“Board”) may from time to time appoint or the activities of the Corporation may require.

ARTICLE II - FISCAL YEAR
1. The fiscal year of the Corporation shall begin on the first day of July and end on the thirtieth day of June of the following calendar year.

ARTICLE III – PURPOSE AND AFFILIATION
1. FSA is a Pennsylvania 501(c)(3) Non-Profit Corporation, organized and operated for the purpose of positively impacting the development of boys and girls in the Philadelphia community and help raise their level of soccer, regardless of socioeconomic status. FSA provides soccer and life-enriching opportunities to kids and teens of all skill levels in an atmosphere of inclusion and fair play as we encourage lifelong participation and love for soccer.

ARTICLE IV - DIRECTORS
1. The business and affairs of the Corporation shall be managed by its Board of Directors, which shall consist of a minimum of three (3) and a maximum of fifteen (15) members. The total membership of the Board shall be an odd number.
2. All members of the Board of Directors (each a “Director”) of the Corporation shall be adult, natural persons and shall be elected by a plurality vote of the sitting Board of Directors.
3. The term of each Director shall run from the date of the Director's election (starting at the beginning or around the beginning of the fiscal year) for a period of two (2) years. In the event of early termination of a Director's term, whether by resignation, inability to complete the term or by action of the Board of Directors, the replacement of the Director shall occur as set forth in Article VI below, relating to vacancies. There shall be no limitation on the number of terms of office for Directors.
4. Any Director may resign at any time upon written notice to the Board. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as shall be specified in the notice of resignation.
5. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by these By-Laws directed or required to be exercised or done by any other body.
6. Meetings of the Board of Directors may be held at such times and at such place or places within the Commonwealth of Pennsylvania, or elsewhere, as a majority of the Directors may from time to time agree upon and schedule, or as may be designated in the notice calling the meeting. Meetings of the Board of Directors shall be held at least quarterly in each calendar year at such time and place as the Board of Directors may determine when they shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. Additional regularly scheduled meetings of the Board will be held as determined by the Board.
7. Special or ad hoc meetings of the Board shall be held whenever called by an executive officer, or by four (4) or more Directors.
8. Written, electronic mail or personal notice of all regularly scheduled meetings of the Board of Directors shall be given to each Director at least ten (10) days prior to the day named for the meeting, unless such time period is waived by all Directors. Notice for special or ad hoc meetings shall be given with as much notice as possible, with at least one day prior.
9. A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
10. The members of the Board of Directors present at a duly organized meeting at which a quorum is present can continue to do business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum. If a meeting cannot be called to order because a quorum has not been reached, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they determine.
11. Any action which may be taken at a meeting of the Directors may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be in writing or email by quorum of the Directors at a duly organized meeting.
12. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more committees to consist of one or more Directors of the Corporation. Each committee of the Board shall serve at the pleasure of the Board. Such committees may also include natural persons who are not Directors. Any such committee, to the extent provided in the resolution of the Board of Directors or in the By-Laws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the following:
a. The adoption, amendment or repeal of the By-Laws.
b. The amendment or repeal of any resolution of the Board.
c. Action on matters committed by the By-Laws or resolution of the Board of Directors to another committee of the Board.
d. The adoption of FSA policies
e. The execution of contracts binding the Corporation.
f. Action related to personnel decisions.
g. Financial decisions directly impacting FSA.
13. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a Director for cause after an appropriate hearing.
14. The Board of Directors may declare vacant the office of a Director if he or she is declared of unsound mind by an order of court or is convicted of felony, or if within sixty days after notice of his or her election, he or she does not accept such office either in writing or by attending a meeting of the Board of Directors and fulfill such other requirements of qualification as the By-Laws may specify.
15. The Board and committee members shall receive no compensation for their services as Directors and committee members in their capacity as Director or committee member. Directors and committee members may, however, receive reimbursement for approved expenses.

ARTICLE V - OFFICERS
1. The executive officers of the Corporation (“Executive Board”) shall be chosen by the Directors, and shall be at a minimum a President, a Secretary, and a Treasurer and at maximum a President, Vice President 1, Vice President 2, Secretary, Treasurer, and such other officers and assistant officers as the needs of the Corporation may require. The President, Vice Presidents, Secretary, and Treasurer shall be natural persons of full age. They shall hold their offices for a term of one (1) year, and may run for their office for additional terms.
2. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.
3. The President shall be the chief executive officer of the Corporation; he or she shall preside at all meetings of the Directors; he or she shall have general and active management of the affairs of the Corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Corporation. The President shall be ex-officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.
4. The Vice President 1 shall act in all cases for and as the President in the latter’s absence or incapacity and shall perform such other duties as he or she may be required to do from time to time. Vice President 2 shall act in all cases for and as the President in the President’s and Vice President 1’s absence or incapacity and shall perform such other duties as he or she may be required to do from time to time.
5. The Secretary shall attend all sessions of the Board and act as clerk thereof and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be.
6. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall keep the monies of the Corporation in a separate account(s) to the credit of the Corporation. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall attend all sessions of the Board and provide monthly financial statements.
7. Each of the positions of officers described in these By-Laws shall be filled by Directors currently in office.
8. Candidates for officers shall be nominated from the Directors, by one Director, with a second, and elected to office by the majority vote of the Board. Appointment of the officers pursuant to these By-Laws shall occur at a meeting of the Board before the end of the fiscal year.

ARTICLE VI - VACANCIES
1. If the office of any officer, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.
2. Vacancies in the Board of Directors shall be filled by nomination of a candidate for Director whose election will be with a majority of the remaining members of the Board , who may make such election at the next meeting of the Board, or at any special meeting duly called for that purpose and held pursuant to these By-Laws

ARTICLE VII – REGISTRATION The Board shall determine the requirements and procedures for participation in the various activities of FSA, which includes, but is not limited to, player registration, program fees, scheduling, and scholarships.

ARTICLE VIII - BOOKS AND RECORDS
1. The Corporation shall keep an original or duplicate record of the proceedings of the Directors, the original or a copy of its By-Laws, including all amendments thereto to date, and an original or a duplicate register, giving the names of the Directors, and showing their respective addresses. The Corporation shall also keep appropriate, complete and accurate books or records of account.

ARTICLE IX - TRANSACTION OF BUSINESS
1. The Corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of two-thirds of the members in office of the Board of Directors. If the real property is subject to a trust the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.
2. Whenever the lawful activities of the Corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the Corporation, and in no case shall be divided or distributed in any manner whatsoever among the Directors or officers of the Corporation.

ARTICLE X - ANNUAL REPORT
1. The President and Treasurer shall present annually to the Board of Directors a report showing in appropriate detail the following:
a. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report.
b. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
c. The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
d. The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
e. This report shall be filed with the minutes of the meeting of the Board of Directors at which such was presented.

ARTICLE XI - NOTICES
1. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by electronic mail, to his or her address, or electronic mail address either appearing on the books of the Corporation or supplied by him or her to the Corporation for the purpose of notice. If the notice is sent by mail or by electronic mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a notification of electronic mail transmission to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these By-Laws.
2. Whenever any written notice is required to be given under the provision of the statute or the Articles of Incorporation or By-Laws of this Corporation, a waiver therefrom in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XII - LIMITATION OF DIRECTORS’ LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
1. No Director of the Corporation shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless:
(a) the Director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17 of the Pennsylvania BCL, and
(b) the breach of failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to local, Pennsylvania or federal law.
2. Indemnification and Insurance.
a. Indemnification of Directors and Officers.
i. Each Indemnitee (as defined below) shall be indemnified and held harmless by the Corporation for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorney fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below).
ii. No indemnification pursuant to this Section shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
b. The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Corporation in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.
c. Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators.
d. For purposes of this Article, (A) “Indemnitee” shall mean each Director or officer of the Corporation who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or officer of the Corporation or is or was serving in any capacity at the request or for the benefit of the Corporation as a Director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an action, suit or proceeding by or in the right of corporation), whether civil, criminal, administrative, investigative or through arbitration.
3. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees. To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, the Corporation shall indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
4. The rights to indemnification and to the advancement of expenses provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the By-laws, agreement, vote of the Board of Directors, or otherwise.
5. The Corporation must purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person under Pennsylvania or other law.
6. The Corporation shall purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise.
7. The provisions of this Article XII relating to the limitation of Directors’ liability, to indemnification and to the advancement of expenses shall constitute a contract between the Corporation and each of its Directors and officers which may be modified as to any Director or officer only with that person’s consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article XII which is adverse to any Director or officer shall apply to such Director or officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director of the corporation, or limit the rights of an Indemnitee to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these By-Laws, no repeal or amendment of these By-Laws shall affect any or all of this Article so as either to reduce the limitation of Directors’ liability or limit indemnification or the advancement of expenses in any manner unless adopted by (a) the unanimous vote of the Board of Directors of the Corporation then serving; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.
8. References in this Article XII to Pennsylvania law or to any provision thereof shall be to such law as it existed on the date this Article XII was adopted or as such law thereafter may be changed; provided that
(a) in the case of any change which expands the liability of Directors or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law; and
(b) if such change permits the Corporation without the requirement of any further action by the Board of Directors to limit further action by Directors to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE XIII - MISCELLANEOUS PROVISIONS
1. One or more persons may participate in a meeting of the Board by means of conference telephone, video conference or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
2. The Board of Directors shall be authorized to adopt and maintain procedures to address grievances relating to parental, player, coach, staff, volunteer and/or Club conduct.

ARTICLE XIV - AMENDMENTS
1. By-Laws may be adopted, amended or repealed by the vote of members of the Board of Directors at any regular or special meeting duly convened after notice of that purpose.

ARTICLE XV - DETERMINATIONS BY THE BOARD
1. Any determination involving interpretation or application of these By-Laws made in good faith by the Board of Directors shall be final, binding, and conclusive on all parties in interest.

ARTICLE XVI - DISSOLUTION
1. FSA may be dissolved upon the unanimous vote of the Executive Board and two thirds (2/3) of the voting members present, each at their own separate meeting.
2. Upon dissolution of the Corporation, the Board, after paying or making provisions for the payment of all of the liabilities of the Corporation, shall distribute all assets of FSA for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose, as may be selected by the Executive Board, so that the property and assets of FSA may be used for, and devoted to, a youth soccer organization engaged in charitable and/or educational endeavors as described under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.