BY-LAWS

of the

HATTIESBURG YOUTH SOCCER ASSOCIATION, INC.

As Amended Effective May 26, 2004

Proposed Revisions Underlined or Highlighted

Approved by Board April 26, 2013

ARTICLE I

Section 1. The name of the Corporation shall be Hattiesburg Youth Soccer Association, Inc. (hereinafter referred to as HYSA).

Section 2. The principal office of HYSA shall be located in the City of Hattiesburg, County of Forrest, State of Mississippi. HYSA may also have other such offices at other such places within or without the State as the Board of Directors (hereinafter referred to as the Board) may from time to time determine.

Section 3. The Resident Agent of HYSA shall be selected by the Board of Directors and may be change from time to time as they so determine.

Section 3. The Registered Agent of HYSA shall be selected by the Board of Directors and may be change from time to time as they so determine.

Section 4. Affiliation: HYSA shall be associated with the Mississippi You Soccer Association (MYSA) and the United States Youth Soccer Association, Inc. (USYSA). HYSA shall be an integral part of these associations and shall recognize the authority, rules, and laws of these bodies. Any rule, bylaw or provision relating to the operation of the HYSA which is found to conflict with requirements of these associations shall be deemed modified to achieve compliance with the requirements of these associations for HYSA. The Board may affiliate with other appropriate organizations not in conflict with the above affiliations.

Section 4. Affiliation: HYSA shall be associated with United States Soccer Federation (USSF) HYSA shall recognize the authority, rules, and laws of this body and any other body with whom HYSA is associated, so long as feasibly possible as determined by the Board of Directors. The Board may affiliate with other appropriate organizations not in conflict with the above affiliation.


Section 5. The boundaries for HYSA as a member of MYSA, as currently adopted, include the following towns and zip codes:

Forrest County: ALL

Brooklyn, MS 39425

Hattiesburg, MS 39401-39406

Petal, MS 39465

Lamar County: ALL

Baxterville, MS 39455

Oak Grove, MS 39402

Purvis, MS 39475

Sumrall, MS 39482

Perry County: ALL

Beaumont, MS 39423

New Augusta, MS 39462

Richton, MS 39476

The board of HYSA may change the boundaries from time to time and provide same to MYSA.

Section 5. The territory served by HYSA, include the following:

Entire area within Forrest County, MS

Entire area within Lamar County, MS

Entire area within Perry County, MS

However, HYSA may allow participation of players from other geographic areas to the extent consistent with USSF rules.

The board of HYSA may change the boundaries from time to time.


ARTICLE II

Section 1. The purposes for which HYSA is formed are as follows:

a.  to organize, support and operate educational programs of an athletic nature for boys and girls to develop physical fitness, health and a knowledge of and respect for sportsmanship and obedience to rules, and other such programs as may promote good citizenship and less the problems of juvenile delinquency;

b.  to foster develop and support the athletic programs of the Hattiesburg area schools and to promote favorable public relations between parents, faculty and the community in regard to the athletic programs, and

c.  the purpose and activities of HYSA are exclusively for charitable and educational purposes.

ARTICLE III

Section 1. There shall be two (2) classes of memberships designated as follows:

a.  Active – a voting member

b.  Contributing – a non-voting member

c.  Lifelong Member – a voting member that no longer has children playing in HYSA but continues active participation in HYSA meetings and activities, and has been approved by the Board of Directors

Note: Each recognized voting member as listed shall be entitled to one vote at the annual or special meeting of the membership on any matter to come properly before the meeting. All active members shall have the same rights, privileges, limitations and restrictions.

Section 2. Dues for each class of membership shall be as follows:

a.  Active Member – as determined by the Board

b.  Contributing Member – as determined by the Board

Section 3. The eligibility of, qualifications for, the manner of and admission into membership shall be as follows:

a.  Active – a voting member: Each family having a registered player in good standing shall be entitle to have one custodial parent or guardian entitled to vote at HYSA membership meetings, provided there has been timely payment of the prescribed membership fee, and provided further that adult residents of the Hattiesburg area may also become voting members upon application, payment of the prescribed membership fee, and acceptance by the HYSA Board of Directors.

b.  Contributing – a non-voting member: Any person, firm, corporation, partnership, association or other legal entity who makes an acceptable worthwhile contribution to HYSA shall be entitled to become a contributing non-voting member upon acceptance and recognition of such contribution by the HYSA Board of Directors, be such contribution in cash or in kind.

Section 4. A member shall not be removed from membership except upon the happening of the following events:

a.  death

b.  resignation

c.  expulsion

d.  upon failure to pay dues when due

e.  dissolution or liquidation of the Corporation

Section 5. The Corporation shall maintain a complete and accurate list of the membership.

Section 6. The Board may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, cards, or other instruments, if issued, shall bear signature, or the facsimile thereof, of the officer or officers designated by the Board and may bear the seal of the corporation or a facsimile thereof.

Section 7. The duties of members are to pay all dues and fees as established by the Board, attend practices and games and meetings where available, to support HYSA and its affiliated associations, and to abide by the Rules of HYSA.

ARTICLE IV

Section 1. All meetings of the membership of HYSA shall be held at such place within or without the State of Mississippi as may be specified in the notices thereof.

Section 2. There shall be an Annual Meeting of the Membership for the election of directors and for the transaction of such other business as may properly come before it. the Annual Meeting shall be held in the month of May or June at such time and place as may be specified in the notice thereof. Failure to hold the Annual Meeting at the designated time shall not cause the forfeiture or dissolution of the HYSA.

Section 3.Special meetings of the membership may be call by the President, by a majority of the Board or by the Secretary when petitioned by not less than ten percent (10%) of all members of HYSA or as required by law.

Section 4. Any meeting of the Membership shall be held each year at a date, time, and place to be selected by the Board.Notice of any membership meeting shall be posted on the HYSA web site and sent to each member at their email address listed on the Membership List, at least ten (10) days before the date of the meeting. Any notice of meeting to members relating to the election of directors or to consider any proposed changes to the By-Laws, shall identify directors up for election and/or the proposed changes to the By-Laws.

Section 5. At each meeting of members, there shall be presented the Membership List as of the record date, certified by the officer responsible for its preparation. Upon request therefore, any Member, who has given written notice at least ten (10) days prior to such meeting, shall have the right to inspect such list at the meeting. Such list shall be evidence of the right of the persons to vote at such meeting, and all such persons who appear on such list to be members may vote at such meeting.

Section 6. At each Annual Meeting of Members, the Board of Directors shall present an Annual Report. Such report shall be filed with the records of the HYSA and entered into the minutes of the proceedings of such Annual Meeting of Members.

Section 7. At any meeting of the membership, the members present shall constitute a quorum.

Section 8. No member may authorize another person to act for him by proxy in any matter in which a member may participate.

ARTICLE V

Section 1. The Corporation shall be managed by a Board of Directors. Each director shall be at least 18 years of age, and a member of the HYSA during his her directorship. The number of directors constituting the entire Board shall at no time be less than four (4). Subject to the foregoing, the number of directors may be fixed from time to time by action of the members or of the Board of Directors. Any action to increase or decrease the Board shall require the vote of the majority of the entire Board of Directors. No decrease shall shorten the term of any director then in office. The Board of Directors shall consist of nine (9) members unless altered according to the foregoing.

Section 1. The Corporation shall be managed by a Board of Directors. Each director shall be at least 18 years of age, and an active member of the HYSA during his/her directorship. Whether a director is an active member shall be determined by the Board of Directors based upon his/her status on September 1 of each calendar year. The number of directors constituting the entire Board shall at no time be less than four (4). Subject to the foregoing, the number of directors may be fixed from time to time by action of the members or of the Board of Directors. Any action to increase or decrease the Board shall require the vote of the majority of the entire Board of Directors. No decrease shall shorten the term of any director then in office. There shall be nine (9) seats on the Board of Directors unless altered according to the foregoing.

Section 2. Any or all of the members of the Board of Directors may be removed with or without cause by vote of the Members of the Corporation. The Board of Directors may remove any director thereof for cause only, provided that such removal shall require the vote of the majority of the entire Board of Directors.

Section 3. A director may resign at any time by giving written notice to the Board or any other officer of the Corporation. Acceptance of such resignation shall not necessary to make it effective.

Section 4. Increases or vacancies of directorships may be filled by the existing Board by a vote of the majority of the Board constituting a quorum. A director elected to fill a vacancy caused by resignation, death or removal by the board shall hold office for the unexpired term of his predecessor.

Section 4. Increases or vacancies of directorships may be filled by the existing Board by a vote of the majority of the Board. A director appointed by the Board to fill a vacancy caused by resignation, death or removal by the board shall hold office for the unexpired term of his/her predecessor.

Section 5. There shall be two (2) ex officio directors. One shall be the Past-President of the Corporation and one shall be the President-elect.

ARTICLE VI

Section 1. All meetings of the Board of Directors of HYSA shall be held at such place within or without the State of Mississippi as may be specified in the notices thereof.

Section 2. A regular Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of Members. All other meetings shall be held at such time and place as shall be fixed by the Board from time to time.

Section 3. No notice shall be required for regular meetings of the Board for which the time and place have been fixed. Special meetings may be called by the Chairman of the Board, the President, or by a majority of the directors then in office. Written, oral or any other method of notice of the time and place shall be given for special meeting of the Board. The notice of any meeting need not specify the purpose of such meeting. The Board, unless altered by the Chairman of the Board or the President, will meet on the last Monday of the last month of each quarter, except December, at 7:00 p.m. at a location designated by the Chairman of the Board or the President. The President may authorize the calling of a Board or Committee meeting for purposes of handling an urgent matter in an expedient way by use of telephone conference.

Section 4. Except to the extent provided by law and these By-laws, the act of the Board shall be by a majority of the directors constituting a quorum present at the time of vote, such quorum shall be not less than one half (1/2) of the members of the entire Board. Any action authorized by resolution, in writing, by all the directors entitled to vote thereon and filed with the minutes of the HYSA shall be the act of the Board with the same force and effect as if the same had been passed by unanimous vote of the entire Board at a duly called meeting of the Board.

Section 5. Directors shall be elected by the Members at the Annual Meeting for a term of three (3) years. Said term to commence following their election. One-third (1/3) of the Directors shall be elected each year. Nominations for the Board of Directors shall be made by a nominating committee or by any Member present at the Annual Meeting.

Section 6. Whenever the Board shall consist of more than four (4) members, the Board may from time to time designate from their number, executive and other standing committees. Such committees shall have such authority as the Board may delegate, except to the extent prohibited by law. The Board may also establish special committees for any lawful purpose, which may have such powers as the Board may lawfully delegate. The Board may disband or dissolve any committee so established by a majority vote of the Board at any meeting of the Board of Directors. The committees shall meet from time to time as called by the President or other designated as the chairman of the committee.