CONSTITUTION/BY-LAWS OF NASA

CONSTITUTION OF THE

NORTH AUSTIN SOCCER ALLIANCE, INC.

I. Name - the name of the organization shall be the “North Austin Soccer Alliance, Inc.” (“NASA”), a 501 (c) (3) non-profit corporation registered in the State of Texas.

II. Purpose - The purpose of the Alliance shall be to provide, for the members of the Alliance: an educational, affordable and enjoyable recreational and competitive soccer program. The above objectives shall be achieved while promoting the principles of sportsmanship, citizenship, and positive coaching.

III. Affiliations - The Alliance and its member teams shall affiliate and comply with the authority of the Capital Area Youth Soccer Association (“CAYSA”), the South Texas Youth Soccer Association (“STYSA”), and the United States Youth Soccer (“USYS”).

IV. Powers of the Alliance - The Alliance shall govern all leagues, officials, and players duly registered or otherwise participating in any and all activities of the Alliance, except as provided herein.

V. Seasonal & Fiscal Years - The Seasonal Year shall be the same as that of STYSA. The Fiscal year shall be January 1 through December 31.

VI. Jurisdiction - NASA shall have jurisdiction over all persons wishing to play or affiliate with the Alliance. Policies and procedures established in accordance with NASA's Constitution and By-Laws shall be binding on all persons under NASA jurisdiction.

VII. Membership - The Membership of the Alliance shall consist of parents or guardians of players registered on NASA teams, all registered players, as well as the Alliance's coaches and officers.

A. Voting - Except as provided herein, each member shall have one vote in any matter submitted to a vote of the general membership. No member may vote by proxy, but voting may be conducted by mail or ballot, at the discretion of the Board of Directors.

B. Suspension of Member - No member shall be suspended except as provided in the Discipline and Protest portions of this Constitution and By-laws.

VIII. Board of Directors

Composition - The affairs of the Alliance shall be managed by its Board of Directors. The Directors shall consist of the elected and appointed Officers of the Alliance and other members who have been appointed or elected from the membership, as provided in the NASA By-Laws. There shall not be more than 20 Directors.

Terms of Office - Directors shall serve for a term of one (1) year.

Qualifications - Directors must be a voting members in good standing with the Alliance. Directors may not serve more than two (2) consecutive terms in the same position.

Duties - The Board is charged with formulating, implementing, and coordinating programming necessary for the success of the Alliance in fulfilling its objectives. The Board shall be responsible for the following duties:

establish By-Laws by a two-thirds (2/3) vote.

confirm the appointment of any Officers, Commissioners or Committee chairs made by the President by a simple majority vote.

conduct any Disciplinary Proceedings required under the By Laws.

discharge the duties enumerated in the By-Laws, as well as any additional duties requested by the Board.

establish policies for the formation of teams and play of the game.

Removal or Resignation - Any Director may be removed for cause by vote of two-thirds of the members of the Board. Cause shall include malfeasance, unreasonable absence from meetings or dereliction of duties, but shall not include any dispute over club policy. A Director shall be presumed to have resigned if he or she has missed more than three (3) consecutive Board meetings. A Director may resign voluntarily by delivering written notice of resignation to the Secretary of the Alliance. Such resignation shall be effective upon receipt.

No Compensation - No Board Member or Officer shall be compensated in any way by the Alliance for performing the duties required by the Constitution and By- Laws.

Authority - The Board shall be vested with the ultimate authority over Alliance policy.

XI. Elections - The Alliance shall hold a General Election for the purpose of electing Officers and Board Members during the May General Meeting. Special Elections may be called by the President to fill vacant positions or as required by Article VIII (A). Notice of Special Elections must be published to the membership not less than thirty days prior to the election. Officers and Board Members shall assume their duties when elected or appointed.

XII. General Meetings

A. Time and Place - General Meetings shall be held monthly on a date and at a location to be set by the Board. Each General Meeting shall also be a Board Meeting. All meetings shall be governed by Robert's Rules of Order, latest edition.

B. Quorum - A simple majority vote of the members present at a General Meeting will be sufficient to carry out the duties of the Board unless otherwise stated in this Constitution or the By-Laws of the Alliance.

C. Emergency Meetings - The President shall have the authority to call Emergency meetings on three (3) day's oral notice to the Board, provided that:

1. Only emergency business that must be handled prior to the next scheduled meeting may be placed on the agenda, and

2. amendments to the Constitution may not be considered, and

3. removal of an Officer or Board Member may not be considered.

D. Emergency Action - If action is mandated within three (3) days of the time a matter is first brought to the attention of the President, the President may act, subject to ratification at the next Board Meeting, with the express oral consent of three (3) additional Directors; provided that:

1. any expenditure in excess of $250 shall require the approval of the Board at a regular or emergency meeting, and

2. any action against Alliance players or coaches shall be in the form of temporary suspensions pending a full hearing, to be conducted by the Board within one (1) week of the action, and

3. at the request of any two (2) directors, the President shall call an Emergency Meeting to review any actions taken under this section.

E. Publication of Notices - Notice of all General Meetings and other notices required by the Constitution and By Laws shall be published on the NASA web site at least seven (7) days prior to the meeting.

F. Opportunity for Members to Be Heard - Interested members of the Alliance shall have an opportunity to be heard, subject to reasonable time limits, before a vote is called on a particular issue.

XIII. Amendments - This Constitution may be amended by a two-thirds (2/3) vote of the Board, subject to final majority approval at the Annual Meeting. Any amendment must be introduced to the Board in writing at least one regular meeting prior to being voted upon.

XIV. Dissolution - In the event the Alliance ceases to function or dissolves and after paying or making the provision for payment of all just liabilities, the Board shall transfer all the net assets to any successor. The Alliance may be dissolved by action of two-thirds (2/3) of the voting members of the Alliance at the Annual Meeting. Such action shall bring about automatic cancellation and dissolution of the North Austin Soccer Alliance.

BY-LAWS OF THE

NORTH AUSTIN SOCCER ALLIANCE

1. Offices - The principal office of the North Austin Soccer Alliance (“NASA” or “Alliance”) shall be in the State of Texas. The Alliance shall continuously maintain a registered agent and a registered office as required by the Texas Non-Profit Corporation Act.

2. Discipline Against A Member

A. Complaint Against a Member - Any member may file a written complaint against another member with any Officer. Such complaint may request an investigation, review and/or disciplinary action or other action for any violation of the Alliance Constitution, By-Laws, or policies.

B. Physical Contact or Abuse of Referee - The Alliance Board of Directors shall, upon written request by any Board Member or Officer utilize the hearing procedures listed in these By-Laws to investigate any situation which involves violent physical contact between members, coaches, referees, and/or spectators or any abuse or threatened assault of any referee.

C. Complaint and Appeal Hearing Procedures - A complaint shall be in writing and provided to an Officer within fourteen (14) days of the incident giving rise to the complaint. The complaint shall contain a statement of facts, the complainant's position and the action requested. Other statements supporting the complainant's position may be provided with the complaint. The President or the appropriate Commissioner shall provide a synopsis of the complaint to the person(s) complained of (respondent). The President may call a special meeting or allow the complaint to be heard at a General Meeting. However, the complainant(s) and respondent(s) are to be provided seven (7) days written notice of any hearing by the appropriate Commissioner. The notice of hearing shall designate a reasonable time period for presentation by the complainant, respondent, and their respective witnesses. The notice provided for herein may be waived by the respondent in writing.

D. Discipline of Members - The board may, by two-thirds (2/3) vote of all members, censure, place on probation, suspend, expel or provide any appropriate punishment to a member any violation of the Alliance, CAYSA, STYSA, or USYSA Constitution, By-Laws, or Rules and/or Regulations.

E. No Conflict with Rules Progressive Discipline System - To prevent duplicate hearings by the Alliance, this Article shall not apply to any situation which is handled through the CAYSA and/or STYSA Progressive Discipline System as provided for in the CAYSA or STYSA Rules.

3. Alliance Officers

A. General Provisions - The Officers provided for in the By Laws shall be elected or appointed from the membership as provided in the Constitution. Each Officer shall automatically become a Board Member.

B. President - The President shall be the Chief Executive Office of the Alliance and shall have the following duties and responsibilities:

1. shall be charged with the overall administration of the Alliance and shall be the custodian of all public records of the Alliance.

2. shall preside at General and Emergency meetings and will prepare and control the agenda for such meetings;

3. with the Financial Director shall prepare and oversee all Alliance budgets and financial reports;

4. shall appoint voting members to the Chairs of committees;

5. may appoint voting members to fill vacancies until elections may be held as provided in the Constitution;

6. may represent the Alliance, pursuant to Board direction, at all CAYSA and STYSA meetings, as well as any governmental bodies;

7. shall serve as Chairperson in any Disciplinary Hearing;

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

9. shall sign any deeds, mortgages, bonds, contracts or other instruments which the Board may authorize;

10. at the end of his or her term, unless reelected as President, he or she shall serve as a voting member of the Board with the title of Past-President, but with no other duties than to assist his or her successor in completing any long term or unfinished projects.

C. Executive Vice-President - shall be the second executive officer of the Alliance and shall have the following duties and responsibilities:

1. shall serve as presiding officer whenever the President is absent or unavailable and shall perform all duties delegated by the President;

2. shall represent the Alliance in meetings of the City of Austin, the Austin Independent School District or other governmental bodies;

3. shall coordinate and duties and reports of the other officers;

4. shall succeed to the President's office in the event of vacancy for any reason, and shall serve the remainder of the President's term without necessity of further vote.

D. Assistant Vice-President - The Assistant Vice-President shall be the third executive officer of the Alliance and shall have the following duties and responsibilities:

1. shall perform those duties delegated by the President;

2. shall act as a CAYSA representative for the Alliance

E. Financial Director - the Financial Director shall have the following powers:

1. shall collect all dues and fees owed to the Alliance; control all monies of the Alliance and maintain detailed records of the Alliances income and expenditures;

2. shall have the authority to sign checks of the Alliance;

3. shall prepare and submit a yearly financial report of income, expenditures, current assets and liabilities at the Annual Meeting;

4. shall pay all Alliance bills properly passed on and approved by the Board, including payment of Referees;

5. shall be responsible for preparing or having prepared all financial reports required by the Internal Revenue Service and/or any other governmental entity;

6. shall assist the President in the preparation of the yearly budget of the Alliance;

F. Secretary - The Secretary shall have the following duties and responsibilities:

1. shall record the minutes of all meetings, attend to all correspondence, and keep the records of the Alliance;

2. shall provide minutes of the Alliance meetings to all members of the Board prior to the next scheduled meeting;

3. shall have available at all meetings copies of minutes of previous meetings;

4. shall provide notice of all meetings as required in the Alliance constitution. By-Laws and any Rules;

5. shall be the custodian of all public records of the Alliance .

G. Facilities Director - The Facilities Director shall, with Board approval, supervise the layout, maintenance, and usage of all Alliance facilities and equipment. The Facilities Director shall have the following duties and responsibilities:

1. shall be charged with the allocation of space for both games and practice;

2. shall assign maintenance and field preparation duties;

3. with the consent of the Board, shall be authorized by the Financial Director to purchase supplies and equipment as the need arises, and may maintain credit accounts for expenditures of a routine nature;

4. Divisional Commissioners

General Provisions - Divisional Commissioners shall be appointed by the President to provide for the necessary administration of Alliance programming.

B. Division IV Commissioner - shall be selected from the membership to oversee the Division IV program. The commissioner shall have the following duties and responsibilities:

1. shall oversee the formation of teams in the division;

2. shall coordinate communication to members in the division;

3. shall represent to the Board the concerns of the divisional program.

C. Division III Commissioner - shall be selected from the membership to oversee the Division III program. The commissioner shall have the following duties and responsibilities:

3. shall oversee the formation of teams in the division;

4. shall coordinate communication to members in the division;

3. shall represent to the Board the concerns of the divisional program.

D. Select Commissioner - shall be selected from the membership to oversee the Division I and II program. The commissioner shall have the following duties and responsibilities:

5. shall oversee the formation of teams in the division;

6. shall coordinate communication to members in the division;

3. shall represent to the Board the concerns of the divisional program.

E. Senior Commissioner - shall be selected from the membership to oversee the Senior program. The commissioner shall have the following duties and responsibilities:

1. shall oversee the formation of teams in the division;

2. shall coordinate communication to members in the division;

3. shall represent to the Board the concerns of the divisional program.

5. Commissioner of Coaches - The Commissioner of Coaches shall have the following responsibilities and duties:

1. shall recruit and provide training for the coaches within the divisions;

2. shall organize or secure coaching and player development clinics.

6. Referee Commissioner - The Referee Commissioner shall have full charge of the Referee program for the Alliance and shall have the following duties and responsibilities:

1. shall make necessary provision for the scheduling of game officials;

2. shall oversee and administer a Young Referee Development Program to encourage players to become certified and active Alliance referees;

3. shall provide for the assessment and proper assignment of referees for each game;

4. shall oversee the duties of any contracted referee scheduler.

7. Executive Committee - The Executive Committee shall consist of the President, Executive Vice President, Assistant Vice President, Financial Officer and Secretary. The Executive Committee will be chaired by the President and shall have the following duties:

1. hire and fire employees and contractors on behalf of the Alliance;

2. coordinate special projects which may be undertaken by the Alliance;

Handbook