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BYLAWS OF

SSC SHADOW YOUTH SOCCER CLUB

ARTICLE 1. AFFILIATION

SPOKANE SHADOW YOUTH SOCCER CLUB, operating and doing business as SPOKANE SHADOW, SPOKANE SOCCER CLUB SHADOW, or SSC SHADOW, or SPOKANE SOUNDERS (hereinafter referred to as “SSC Shadow”, or “Corporation”, or “Association”) shall be affiliated with, and shall operate under the authority of, the Washington State Youth Soccer Association (hereinafter Washington Youth Soccer) as a Member Association as defined and set forth in the Washington Youth Soccer Bylaws. As a Member Association of Washington Youth Soccer, SSC SHADOW shall act to be in compliance with all bylaws, policies, rules, regulations and requirements applicable to Member Associations. SSC Shadow is also affiliated with entities operating under United States Soccer Federation (USSF) for limited functions consistent with the best interest of soccer.

ARTICLE 2. GEOGRAPHY OF OPERATIONS AND OFFICES

2.1 Geography of Operations .SSC Shadow shall have as its geography of operations in the Greater Spokane Area.

2.2 Offices .The principal office of SSC Shadow shall be located at its principal place of business or such other place within the State of Washington as the Board of Directors may designate. The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.

ARTICLE 3. MEMBERSHIP

3.1 General .

3.1.1. The membership of SSC Shadow (hereinafter “Membership”) shall consist of “Voting Members” and “Affiliated Clubs” as described hereafter.

3.1.2. SSC SHADOW and its Membership will not discriminate against any individual on the basis of race, color, religion, age, sex, or national origin.


3.1.3. Membership of SSC Shadow, or individuals associated with such Membership, shall not engage themselves in a SSC Shadow position or function in an effort to secure an advantage for another organization or for their personal or business gain. Any potential conflict of interest shall be declared in a disclosure statement to the Board, either voluntarily or upon the request of the Board. If a conflict of interest is evident, the Board shall request the withdrawal of the person or recommend an investigation.

3.2 Voting Members 3.2.1. The Voting Members of SSC Shadow shall consist of the following:(a) Currently registered SSC Shadow players, parents and/or legal guardians of current players, parents and/or legal guardians of current players-the parent and/or legal guardian of a player who signs the parental authorization/registration forms shall be the voting member for that player; and (b) Members of the Board of Directors of the corporation; and(c) Officers.

3.2.2. Each Voting Member shall have one vote in any matter for which Voting Members may vote, except that a parent or guardian shall have one vote for each player currently registered in a SSC Shadow program, but no additional vote if that parent also qualifies as a Voting Member by virtue of being on the Board of Directors.

3.2.3. Voting Members must be in good standing, as defined by these bylaws and the SSC Shadow Policies and Procedures, in order to enjoy the rights, privileges and responsibilities of a Voting Member in SSC Shadow. A Voting Member who is not in good standing may not vote. No Voting Member in financial arrears to SSC Shadow or suspended shall have these rights.

3.3 Affiliated Clubs3.3.1. Affiliated Clubs shall consist of organizations or clubs that are engaged

in youth soccer within the geographic area designated in Section 2.1, and which agree to be bound by the bylaws, procedures and rules of Washington Youth Soccer and SSC Shadow, and which shall be admitted to membership in accordance with the bylaws of SSC Shadow.

3.3.2. Affiliated Clubs shall be involved with youth soccer and not subject to suspension under the bylaws of the Washington Youth Soccer or under the bylaws of the USSF.

3.4 Jurisdiction .SSC Shadow shall have jurisdiction over its Membership, as well as associated individuals and teams; however, Affiliated Clubs shall be independently operated corporations.


3.5 Admission as an Affliated Club .Clubs or organizations desiring to become an Affiliated Club of SSC Shadow shall submit a written request to the Board of Directors and shall be in compliance with any applicable requirements as set forth by SSC Shadow Board of Directors and SSC Shadow bylaws and policies.

3.6 Continuation of Affiliated Club .

3.6.1. Any Affiliated Club shall be current with any applicable fees and shall comply with applicable requirements of membership as set forth in the SSC Shadow Bylaws and Procedures.

3.7 Discontinuation of Membership .

3.7.1. In the event of any violation of the membership requirements of these bylaws by a Voting Member or Affiliated Club, a probationary hearing by the Board of Directors shall be held within thirty (30) days to determine what actions are necessary by the Membership to come into compliance with these bylaws and to establish a probationary period of up to ninety (90) days for the Membership to take such actions and shall provide for suspension of applicable membership privileges if not satisfied.

3.7.2. Membership failing or refusing to follow the SSC Shadow bylaws, policies, procedures, or rules or attempting to circumvent a decision rendered by the SSC Shadow, or seriously damaging the interest of the SSC Shadow, face suspension or expulsion.

3.7.3. Notification of suspension or expulsion shall be made in writing, with a thirty (30) day notice.

3.7.4. Suspension or expulsion shall require a two-thirds (2/3) vote of the SSC Shadow Board of Directors.

3.8 Jurisdiction of Affiliated Clubs .Affiliated Clubs shall have jurisdiction, control and responsibility to supervise all games of youth soccer involving properly registered teams, as well as associated activities, within their operations.

3.9 Responsibilities of Affiliated Clubs .Affiliated Clubs shall be responsible for the conduct of players, parents, coaches, trainers, managers, administrators and officials under their jurisdiction, and shall insure that their actions on or off the field do not bring disfavor upon SSC Shadow or Washington Youth Soccer.

3.10 Membership Conflict .The articles of incorporation (if applicable), bylaws and governing documents of any Affiliated Club shall not conflict with those of SSC Shadow or Washington Youth


Soccer, as reasonably determined by SSC Shadow.

ARTICLE 4. ASSOCIATION COUNCIL

4.1 Composition .The Association Council consists of the Board of Directors and the Affiliated Club Representatives (ACRs), collectively, Association Council Members.

4.2 Authority .The responsibilities and authority of the SSC Shadow Association Council shall be to discuss programming and resolve any disputes between SSC Shadow and Affiliated Clubs.

4.3 Affiliated Club Representative .

4.3.1 ACR Appointment. The Affiliated Club Representative (hereinafter “ACR”) shall be an elected or appointed individual from each Affiliated Club who will represent, act for, and be the voting representative of that Affiliated Club at all SSC Shadow Association Council Meetings. The ACR should be knowledgeable of the feelings and policy of their Affiliated Club’s membership, with voting based on this knowledge.

4.3.2 ACR Responsibilities. The ACR shall attend all SSC Shadow Association Council meetings for discussion and voting on all matters for which the ACR is eligible to vote, as provided within these Bylaws.

4.4 Meetings.The SSC Shadow Association Council shall meeting once a year to meet and discuss common programming and resolve any disputes.

ARTICLE 5. ANNUAL GENERAL MEETING (AGM)

5.1 Annual General Meeting (AGM) .The AGM shall be held for the purpose of reporting on the past year’s activities, and electing the Board of Directors.

5.1.1. Date. The AGM shall take place during the third quarter of each year. Notification and agenda of this meeting shall be mailed to Member Clubs and all members of the Association Council thirty (30) days prior to the AGM date.

5.1.2. Reports. SSC Shadow Officers and/or SSC Shadow Board of Directors may submit an annual report covering their respective activities prior to the AGM by a date requested by the Secretary for inclusion in the SSC Shadow Annual Report.


5.1.3. Voting. Each Voting Member shall have a vote as mentioned in Section 3.1.

5.1.4. Quorum. A quorum shall consist of at least the President or Acting President; one half of the Board of Directors; and five percent (5%) of the Voting Members. A quorum may be achieved by the Voting Members casting an electronic vote, if applicable, if not physically present at the AGM.

ARTICLE 5. BOARD OF DIRECTORS

5.1 General Powers .All authority of SSC Shadow shall be vested in the Board of Directors unless otherwise specified in these Bylaws. The affairs of the corporation shall be managed by the Board of Directors.

5.2 Number .The Board shall consist of not less than five (5) and no more than eleven (11) Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.

5.3 Qualifications . Directors and prospective Directors shall meet the following qualifications:

(a) Director shall not have any felony convictions or convictions for crimes of dishonesty;(b) Directors shall pass a background check through the process prescribed by Washington Youth Soccer;(c) Director shall not be subject to past or present disciplinary proceedings of SSC Shadow, Washington Youth Soccer, or soccer organizations;(d) If Director is, or has been, a Voting Member, the Director must be in good standing and not in financial arrears with SSC Shadow; (e) Director shall comply with any other qualification that the Board may prescribe by resolution or amendment to these Bylaws.

5.1 Election of Directors .

5.1.1 Nominations by the Board .5.1.1.1 The Nominating Committee shall prepare a list of candidates to fill

the open positions at the upcoming election. The list shall include at least one candidate for each open position. Nominations shall be based on criteria prescribed by the Board. The Nominating Committee shall notify nominees at least sixty (60) days prior to the AGM. Nominees must submit a nomination packet, which


includes a resume, a statement of function and written acceptance of their nomination to SSC Shadow offices at least forty-five (45) days prior to the AGM.

5.1.1.2 The Nominating Committee shall publish the list and nomination packets of candidates for election at least forty-five (45) days before the AGM.

5.1.1.3 Exceptions to time frames, as mentioned above, for Nominations by the Board can be made with Board approval.

5.1.2 Nominations by Voting Members 5.1.2.1 Members may propose alternate names of candidates for open

positions on the Board. Nominees made by Voting Members shall meet the criteria prescribed by the Board. Any Voting Member wishing to propose a candidate for an open position shall provide the Nominating Committee with a nomination proposal that includes the nominee’s name, a statement of the nominee’s criteria, as well as the nominee’s resume, statement of function and written acceptance of nomination. The nomination proposal shall be submitted no later than thirty (30) days prior to the AGM.

5.1.2.2 The Nominating Committee shall review the nomination proposal and, if the proposal packet is complete, shall publish the name of the candidate no later than twenty (20) days before the AGM.

5.1.2.3 There shall be no nominations from the floor at the AGM; however, exceptions to the time frames, as mentioned above, for Nominations by Voting Members can be made with Board approval.

5.1.3 Elections 5.1.3.1 Elections of Directors shall be held at the AGM.

5.1.3.2 Each Voting Member shall receive either a paper or electronic ballot with the names of the candidates. Each Voting Member may cast no more than one vote for any one candidate. The nominees with the most votes shall be considered elected up to the number of positions available.

5.1.3.3 If the Board of Directors determines that a specific skill set needed on the Board was not filled by the nominees elected, the Board, in the best interest of the organization, may select one of the unelected candidates or other Voting Member who possess these requisite skills to serve on the Board. This placement shall


create an additional Board seat for a one year term.

5.2 Term of Office .Unless a Director dies, resigns or is removed, he or she shall hold office for a term of three (3) years or until his or her successor is elected, whichever is later. A Director may hold no more than three (3) consecutive terms without vacating office for at least one year. Terms shall be staggered so that positions come up for election each year.

5.3 Annual Meeting .The annual meeting of the Board shall be held following the AGM each year for the purposes of electing officers and transacting such business as may properly come before the meeting. If the annual meeting is not held on the date designated therefore, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

5.4 Regular Meetings .By resolution, the Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.

5.5 Special Meetings .Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two Directors, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix any place either within or outside the State of Washington as the place for holding any special Board or committee meeting called by them.

5.6 Meetings by Telephone or Electronically .Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or other electronic communication. Participation by such means shall constitute presence in person at a meeting. An electronic vote shall be counted as though the Board member was physically present for such vote.

5.7 Place of Meetings .All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.

5.8 Notice of Special Meetings .Notice of special Board or committee meetings shall be given to a Director in writing or by personal communication with the Director not less than ten days before the meeting. Notices in writing may be delivered, mailed, or emailed to the Director. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. If notice is delivered by email or other electronic means, the


notice shall be deemed effective at the confirmed time that it was sent.

5.9 Waiver of Notice .

5.9.1 In Writing . Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed, personally or electronically, 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

5.9.2 By Attendance . The attendance of a Director at a meeting shall constitutea waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

5.10 Quorum .A majority of the number of Directors in office shall constitute a quorum. A quorum is necessary for business decisions at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

5.11 Manner of Acting .The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.

5.12 Presumption of Assent .A Director of the corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

5.13 Action by Board Without a Meeting .Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed, physically or electronically, by each of the Directors. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.

5.14 Resignation .Any Director may resign at any time by delivering written notice to the President or the


Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.15 Removal .At a meeting of the Board called expressly for that purpose, one or more Directors may be removed from office, with or without cause, by two-thirds of the votes cast by Directors then in office.

5.16 Vacancies .A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fillsa vacancy shall serve for the unexpired term of his or her predecessor in office.

5.17 Compensation .The Directors shall receive no compensation for their services as Directors but may receive reimbursement for expenditures incurred on behalf of the corporation.

5.18 Conflict of Interest .The Board of Directors shall adopt the Washington Youth Soccer Conflict of Interest Policy that comports with applicable state and federal requirements. Each Director shall, on an annual basis, sign a Conflict of Interest Disclosure Form to disclose any actual or potential conflicts that Director may have.

5.19 Code of Ethics .The Board of Directors shall adopt the Washington Youth Soccer Code of Ethics that comports with applicable state and federal requirements. Each Director shall, on an annual basis, sign a Code of Ethics Statement in which he or she agrees to act according to the Code of Ethics.

ARTICLE 6. OFFICERS

6.1 Number and Qualifications .The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary.

6.2 Election and Term of Office .The officers of the corporation shall be elected each year by the Board at the annual


meeting of the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected, whichever comes later.

6.3 Resignation .Any officer may resign at any time by delivering written notice to the President, the Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.4 Removal .Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the corporation would be servedthereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

6.5 Vacancies .A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

6.6 President .The President shall, subject to the Board’s control, supervise and control all of the assets, business and affairs of the corporation. The President shall preside over meetings of the Board. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.

6.7 Vice President .In the event of the death of the President or his or her inability to act, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. The Vice President shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. The Vice President shall perform such other duties as from time to time may be assigned to them by the President or the Board.

6.8 Secretary .The Secretary shall: (a) keep the minutes of the meetings of the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the corporation; (d) keep records of the post office address of each Director and each officer; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other


instruments; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.

6.9 Treasurer .If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and ingeneral perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board.

ARTICLE 7. COMMITTEES

7.1 Standing or Temporary Committees .The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of one (1) or more Directors. Such committees shall be chaired by a Director. Such committees may have other members that are not Directors. Such committees shall have and exercise the authority of the Directors in the management of the corporation as delegated by the Board, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other committee or any Director or officer of the corporation; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the corporation or revoke proceedings therefore; (g) adopt a plan for the distribution of the assets of the corporation; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.

7.2 Standing Committees .

7.2.1 The Board shall establish the following governance committees as standing committees:

(a) Finance Committee(b) Nominating Committee(c) Fundraising Committee


7.2.2 The Board shall have the authority to establish committees, in addition to committees in section 7.2.1, periodically or permanently, as the Board sees fit.

7.3 Quorum; Manner of Acting .A majority of the number of Committee Members composing any committee shall constitute a quorum as long as at least one Director is present, electronically or physically. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

7.4 Resignation .Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by givingoral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified there, the acceptance of such resignation shall not be necessary to make it effective.

7.5 Removal of Committee Member .The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.

ARTICLE 8. ADMINISTRATIVE PROVISIONS

8.1 Books and Records .The corporation shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of the Board, and any minutes which may be maintained by committees of the Board; records of the name and address of each Director, and each officer; and such other records as may be necessary or advisable.

8.2 Fiscal Year .The fiscal year of the SSC Shadow shall begin at 12:00 a.m. on January 1, and end at 11:59p.m. on December 31, of the following year.

8.3 Annual Review or Audit .The Board shall regularly review the financial statements. The Board may retain an independent accounting firm to review or audit financial statements for each fiscal year to supplement the Board’s review of the financial statements If an independent audit is completed, the Board shall review the results of such audit or review as soon as practical.

8.4 Rules of Procedure .The procedure at meetings of the Board, the Council, and committees of the Board


shall follow Roberts’ Rules of Order on Parliamentary Procedure, newly revised, if the procedure at a meeting is challenged, and so far as applicable, and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.

8.5 Insurance .SSC Shadow shall provide Directors and Officers Liability Insurance covering Directors, Officers, and Committee Chairs for performing acts and responsibilities directly related to SSC Shadow.

ARTICLE 9. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

9.1 Definitions. As used in this Article:

a. “Act” means the Washington Business Corporation Act, as now or hereafter amended;

b. “Another Enterprise” means a corporation (other than the Corporation), partnership, joint venture, trust, association, committee, employee benefit plan, or other group or entity;

c. “Corporation” means Spokane Shadow Youth Soccer Club, and any domestic or foreign predecessor entity which, in merger or other transactions, ceased to exist;

d. “Director” means each person who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee, or agent of Another Enterprise;

e. “Expenses” includes counsel fees;

f. “Indemnitee” means each person who was, is, or is threatened to be made a party to or is involved (including without limitation as a witness) in any Proceeding because the person is or was a director, officer, employee, or agent of the Corporation and who possesses indemnification rights pursuant to the Articles, these Bylaws, or other corporate action. The term shall also include, for officers, employees, or agents, service at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of Another Enterprise;

g. “Loss” means the obligation to pay a judgment, settlement, penalty, or fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable Expenses incurred with respect to a Proceeding;

h. “Party” includes an individual who was, is, or is threatened to be


named a defendant or respondent in a Proceeding; and

i. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative. Proceeding shall include derivative shareholders’ actions.

9.2. Right to Indemnification. The Corporation shall indemnify and hold each director and officer harmless against any and all Loss except for Losses arising out of: (a) the Indemnitee’s acts or omissions finally adjudged to be grossly negligent, intentional misconduct or a knowing violation of law; (b) the Indemnitee’s approval of certain distributions or loans by such Indemnitee which are finally adjudged to be in violation of RCW 23B.08.310; (c) any act taken by such director or officer on behalf of the Corporation which is not authorized by the Corporation or outside such director’s or officer’s authority; or (d) any transaction in which it is finally adjudged that the Indemnitee personally received a benefit in money, property, or services to which the Indemnitee was not legally entitled. Except as provided in 9.6 of this Article, the Corporation shall not indemnify an Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. If, after the effective date of this Article, the Act is amended to authorize further indemnification of directors or officers, then directors and officers of this Corporation shall be indemnified to the fullest extent permitted by the Act, as so amended.

The right to indemnification conferred in this Article shall include the right to be paid by the Corporation all expenses (including attorney’s fees) incurred in defending any Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a Proceeding shall be made upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced in the event and only to the extent it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation under the Act, Articles of Incorporation, or this Article, or otherwise, for such expenses.

9.3. Contribution. If the indemnification provided in 9.2 of this Article is not available to be paid to Indemnitee for any reason other than those set forth in subparagraphs (a), (b), and (c) of 9.2 of this Article (for example, because indemnification is held to be against public policy even though otherwise permitted under 9.2) then in respect of any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Corporation shall contribute to the amount of loss paid or payable by Indemnitee in such proportion as is appropriate to reflect (a) the relative benefits received by the Corporation on the one hand and the Indemnitee on the other hand from the transaction from which such Proceeding arose; and (b) the relative fault of the Corporation on the one hand and the Indemnitee on the other hand in connection with the events which resulted in such loss, as well as any other relevant equitable consideration. The relative fault of the Corporation on the one hand and the Indemnitee on the other shall be determined by a court of appropriate jurisdiction (which may be the same court in which the Proceeding took place) with reference to, among other things, the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such loss. Corporation agrees that it would not be just and equitable if contribution pursuant


to this Section 3 was determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

9.4. Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of commencement of any Proceeding, Indemnitee must, if a claim in respect thereof is to be made against the Corporation under this Article, notify the Corporation of the commencement thereof; with respect to any such Proceeding as to which Indemnitee has notified Corporation of the commencement thereof:

a. The Corporation will be entitled to participate therein at its own expense;

b. Except as otherwise provided below, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Article for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (1) the employment of counsel by Indemnitee has been authorized by the Corporation, (2) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such Proceeding, or (3) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, in any of which cases the fees and expenses of counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided in (2) of this subparagraph; and

c. The Corporation shall not be liable to indemnify Indemnitee under this Article for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to a proposed settlement.

9.5. Right of Indemnitee to Bring Suit. If a claim under this Article is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the Indemnitee shall be entitled to be also paid the expense of prosecuting such claim. Neither the failure of theCorporation (including


its Board of Directors, its shareholders, or independent legal counsel) to have made a determination prior to the commencement of such Proceeding that indemnification of or reimbursement or advancement of expenses to the Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors, its shareholders, or independent legal counsel) that the Indemnitee is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the Proceeding or create a presumption that the Indemnitee is not so entitled.

9.6. Indemnification of Employees and Agents of the Corporation. The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of an action to employees and agents of the Corporation, with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted pursuant to, or provided by, the Act or otherwise.

9.7. Survival. Rights of indemnification under this Article shall continue as to an Indemnitee who has ceased to be a Director or officer, as long as Indemnitee shall be subject to any possible action, by reason of the fact that Indemnitee was a Director or officer of the corporation or serving in any other capacity referred to herein, and shall inure to the benefit of his or her heirs, executors and administrators.

9.8. Contract Right. Rights of indemnification under this Article shall continue as to an Indemnitee who has ceased to be a director or officer, as long as Indemnitee shall be subject to any possible action, by reason of the fact that Indemnitee was a director or officer of the Corporation or serving in any other capacity referred to herein, and shall inure to the benefit of his or her heirs, executors, and administrators. The right to indemnification conferred in this Article shall be a contract right upon which each director or officer shall be presumed to have relied in determining to serve or to continue to serve as such. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

9.9. Severability. If any provision of this Article or any application thereof shall be invalid, unenforceable, or contrary to applicable law, the remainder of this Article, or the application of such provisions to persons or circumstances other than those as to which it is held invalid, unenforceable, or contrary to applicable law, shall not be affected thereby and shall continue in full force and effect.

ARTICLE 10. AMENDMENTS

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the vote of two thirds of the number of Directors in office. Any proposed changes to


the Bylaws shall be published to the members of the Council at least 30 days prior to such a vote for comment.

The foregoing Bylaws were adopted by the Board of Directors on , 20 .

Secretary

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Microsoft Word - Model Association Web viewbylaws of. ssc shadow youth soccer club. article 1. affiliation. spokane shadow youth soccer club, operating and doing business as spokane