Second Amended & Restated Bylaws of

Southern California Lacrosse Association (Effective as of July 1, 2010)

ARTICLE I

SECTION 1. NAME & CORPORATE STATUS

The organization shall be named the Southern California Lacrosse Association (hereinafter referred to as the “SCLA”). The SCLA shall undertake activities permitted by charitable organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Tax Code”) and all related Treasury regulations. The SCLA has been qualified by the Internal Revenue Service (“Service”) to be an organization described in Section 501(c)(3) of the Code and exempt from Federal income tax under Section 501(a). The SCLA shall endeavor to maintain at all times its status as a charitable organization, recognized as such under the Tax Code and by the Franchise Tax Board of the State of California.

SECTION 2. PRINCIPAL OFFICE & COMPOSITION

The principal office of the SCLA for the transaction of its business is located in Los Angeles County. The SCLA is managed by a Board of Directors. Each member of the Board of Directors (each, a “Director”) shall also be required to serve as an officer of the SCLA (an “Officer”) in accordance with these Second Amended and Restated Bylaws of the Southern California Lacrosse Association (Effective as of July 1, 2010)(these “Bylaws”). SCLA may also have offices at such other places within Los Angeles and Ventura Counties, within the State of California, as determined appropriate by the Board of Directors.

SECTION 3. BOARD OF DIRECTORS & OFFICERS

The Board of Directors shall be composed of a representative from each Participating Town (defined below) program, designated by such Participating Town. Each Director, upon being appointed by the Participating Town, shall also be appointed as an Officer of the SCLA and shall undertake the discreet responsibilities assigned to such Officer in accordance with these Bylaws. The term of each Director will be July 1-June 30 (1 year

term); provided that the term of any Director appointed who shall be appointed Treasurer shall be appointed by such Participating Town for a two year term.

ARTICLE II

SECTION 1. OBJECTIVES AND PURPOSES

The broad objectives of the SCLA shall include: (1) serving the best interests of the players in organizing, developing, expanding and promoting the sport of lacrosse at the youth and High School levels through elementary, middle and high schools in Ventura, Los Angeles, and Santa Barbara Counties and other counties where applicable as determined by the Directors; (2) coordinating lacrosse events for our membership and the surrounding communities; (3) requiring all members, players, coaches, and spectators in the SCLA to follow a published Code of Conduct and enforcing the same; (4) soliciting moral, financial and volunteer support from interested individuals and organizations; (5) assisting with the transition of high school programs to CIF status, as and where appropriate, and (6) patterning the SCLA programs and protocols, where possible, after that of the CIF. The desired results of the SCLA programs shall be to promote youth lacrosse and to further promote the development of leadership, character, sportsmanship, tolerance, discipline and athletic ability and to nurture youth fitness and volunteerism.

In furtherance of the above objectives, the SCLA will endeavor to sponsor and sanction games, tournaments, jamborees, instructional clinics, and other events (collectively referred to herein as an “SCLA Contest”) throughout the year and as determined appropriate by the Directors. All Participating Towns (defined below) shall be entitled to sponsor teams to participate in all SCLA Contests in a manner consistent with these Bylaws and the rules and procedures applicable to each SCLA Contest. Notwithstanding anything to the contrary contained herein, jurisdictions, schools or towns who are not eligible to qualify as a Participating Town may nonetheless sponsor one or more teams in SCLA Contests provided that (i) such jurisdiction, school or town remit registration fees in full to the SCLA in the same manner required of Participating Towns, (ii) such jurisdiction, school or town complies in all respects with SCLA Code of Conduct and any other SCLA rules and procedures, (iii) all head and assistant coaches for such jurisdiction, school or town are subject to background screening protocols as provided in Article VIII, Section 3 of these Bylaws, and (iv) such jurisdiction, school or town and its participants submit to the jurisdiction and decisions of the SLCA, including but not limited to the SCLA Disciplinary and Player Assignment Committees. A jurisdiction or town that is not a Participating Town may not sponsor a team or teams comprised of any players residing or schooling within the boundaries of any Participating Town without the express written consent of (i) the affected Participating Town and (ii) a majority of the Directors.

SECTION 2. US LACROSSE AFFILIATION

The SCLA may submit for and, if approved, status as chapter of US Lacrosse. SECTION 3. CONFLICTS OF INTEREST

The SCLA shall at all times maintain a Conflicts of Interest Policy (the “Conflicts Policy”) in a form approved by the Directors, and such form shall be adopted in a manner consistent with the rules and regulations applicable to charitable organizations described in Section 501(c)(3) of the Tax Code and any applicable State of California not-for-profit organization rules and regulations (the “State Regulations”). Each Director shall be required to acknowledge receipt and understanding of such Conflicts of Interest Policy.

ARTICLE III

SECTION 1. DETERMINATION OF MEMBERS

The SCLA shall have one class of members. The designation of such class and qualifications and rights of the members of such class shall be as provided in this Article III.

SECTION 2. QUALIFICATION OF MEMBERS/PARTICIPATING TOWNS

The members of the SCLA shall be comprised of Participating Towns. Jurisdictions may become a Participating Town by an affirmative vote of a majority of Directors of the SCLA. To qualify as a “Participating Town,” any town, city, village, vicinity or other general jurisdiction approved by the SCLA Board must (i) have organized and sponsored not less than two full teams in the immediately prior SCLA recreational season and (ii) have been designated by the Service to qualify as a charitable organization described in Section 501(c)(3) of the Tax Code or have submitted an application for exemption which may be reasonably pending. In addition, the SCLA Board of Directors may, by 2/3rds majority vote, permit a recognized qualified charitable organization comprised of players from any town, city, village, vicinity or other general jurisdiction in conformance with these Bylaws to be deemed a Participating Town if and to the extent that such entity reasonably demonstrates that it expects to have in an upcoming season the requisite number of teams (i.e., two).

Except as expressly provided for under these Bylaws, each Participating Town shall independently select and designate annually not later than June 15th one Director who shall be appointed to the Board of Directors of the SCLA; provided that in the event such designated individual is removed, resigns, or after appointment such person accepts the Officer role of Executive Director or Treasurer, the Participating Town that appointed such Director shall have the right to appoint a replacement Director promptly. It shall be the intention of the SCLA to require that, at all times, all Participating Towns and other

jurisdictions operate independently as charitable organizations described in Section 501(c)(3) of the Tax Code and the State Regulations.

SECTION 3. VOTING RIGHTS

The SCLA Board of Directors has broad voting rights on all matters presented to the SCLA. Each Director has (1) one vote; provided, however, that (a) such Director selected to serve as Treasurer shall vote at all times in lock-step with the supplemental director appointed by the same Participating Town in accordance with Article III, Section 2 and such votes shall be counted as one for all purposes and (b) such Director selected to serve as Executive Director shall have voting rights limited to breaking deadlock or in any matter requiring more than a simple majority vote of current Directors. Any Director shall be permitted to advance, during any meeting duly called, a motion provided that all motions and any modifications or amendments thereto shall be clearly stated. Passage of any motion requires an affirmative vote of a majority of votes from its Directors.

SECTION 4. TERMINATION OF MEMBERSHIP

A vote of not less than two-thirds (2/3) of Directors is required to suspend or expel a Participating Town for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible of membership without refund. Notwithstanding this Section 4 or any other provision of these Bylaws, failure by any Participating Town to maintain its status as a charitable organization described in Section 501(c)(3) of the Code or otherwise diligently pursue or defend such determination shall cause such Participating Town to forfeit voting privileges until favorable status is restored; provided that Participating Towns which have such charitable determinations pending before the Service shall have voting privileges for so long as such determination remains pending, and is not otherwise withdrawn by the Participating Town or denied by the Service.

SECTION 5. RESIGNATION

Any Participating Town may resign or withdraw at any time. At its sole discretion, only the SCLA Board of Directors will determine if a refund of any monies paid for an upcoming or current season. Notwithstanding anything to the contrary, a resigning or withdrawing Participating Town who exercises such right after the date on which material financial commitments have been made or obligated by the SCLA, no refunds shall be made or permitted.

SECTION 6. REINSTATEMENT & ADMISSION OF NEW JURISDICTIONS

Upon written request filed with the Executive Director, the SCLA Board of Directors by a majority vote may reinstate such former Participating Town to membership or add new jurisdictions upon such terms as the Directors deem appropriate.

SECTION 7. TRANSFER OF MEMBERSHIP

Membership in the SCLA is not transferable or assignable. SECTION 8. REGULAR MEETINGS

The Directors of the SCLA shall hold regular meetings, which have been scheduled at least five (5) days in advance, and for which all members are notified in any reasonable manner. Notwithstanding anything to the contrary, the Directors shall be hold regular meetings no less frequently than bi-monthly and shall hold not less than six (6) regular meetings per annum. Actions requiring majority approval of the members may only be decided at these meetings. Each Participating Town shall ensure that the SCLA has on file at least one current electronic email address of its designated Director.

SECTION 9. LEAGUE DUES

Members of the SCLA ("Participating Towns") shall pay league dues ("dues") to the SCLA each year based on the number of teams the Participating Town has playing in SCLA-sanctioned games and the per-team fee schedule set forth and agreed upon by the SCLA Board of Directors for a given year. The SCLA Board of Directors may, with a majority vote, elect to change the per-team fee schedule at any time. Invoices for dues will be submitted publicly to the member towns and will be due on the date specified in the invoice. All payments are to be made to the "Southern California Lacrosse Association" at the address of the SCLA's accounting office. Unless waived by the Board of Directors, all monies due to the SCLA must be paid by the date listed on the invoice submitted to the Participating Towns. If any monies due to the SCLA are not paid within 30 days of the invoice due date, interest will be charged at a rate of 0.5% per month on outstanding balances until paid. If any Participating Town has outstanding balances due to the SCLA at the start of a new lacrosse season (September 1st), then said Participating Town will be suspended for the upcoming season. Notwithstanding the above, a delinquent Participating Town may petition the Board of Directors in writing for a waiver of the suspension specifically stating the reason for said delinquency and the Participating Town's proposed schedule of payment. The petition must be submitted to the SCLA Board of Directors by August 15th following the season for which dues remain unpaid.

The SCLA Board of Directors, with a majority vote, may then choose to waive the suspension. Information including a list of Participating Towns with outstanding balances to the SCLA, any amount of accrued interest on such balances, and the aging of such balances shall be made available to all Participating Towns at each SCLA board meeting by the SCLA Treasurer if necessary.

ARTICLE IV

SECTION 1. NUMBER AND ELECTION

The SCLA shall have no less than five (5) Directors. There shall be no maximum number of Directors. In the event there is an insufficient number of Participating Towns to appoint in aggregate at least five (5) Directors, the duly appointed Directors shall nominate and appoint additional Directors from any remaining Participating Town(s).

Notwithstanding anything to the contrary contained in these Bylaws, the SCLA may accept and/or solicit nominations from Participating Towns for a person(s) to serve as Executive Director (as such, an “At Large Executive Director”), and such person so appointed shall be a Director and shall have such duties and rights afforded such position under these Bylaws only upon election pursuant to Article IV, Section 3. The number of directors required may be changed by amendment of these Bylaws, or by repeal of these Bylaws and adoption of new Bylaws, as provided in these Bylaws. The Board of Directors shall be comprised of duly appointed Directors from each Participating Town in accordance with these Bylaws. Once appointed, a Director can be removed from office for cause or dereliction of duty by the affirmative vote of two-thirds of the Directors whose service is not at issue. Each Director shall serve contemporaneously as an Officer of the SCLA and undertake diligently the roles and responsibilities of such office in accordance with these Bylaws and as requested from time to time by the Executive Director. Officer roles and responsibilities may be modified from time to time by the Directors, provided that, at all times there shall be an Executive Director, Treasurer, and Secretary, and no one Director may undertake the duties of two or more of such Executive Director, Treasurer, and Secretary.

SECTION 2. POWERS

Subject to the provisions of the California Nonprofit Public Benefit Corporation law, the activities and affairs of the SCLA shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 3. OFFICES & DUTIES OF OFFICERS

Subject to this Section 3, the Board of the SCLA shall generally consist of the following eleven Officers composed of a Directors: (i) Executive Director, (ii) Treasurer, (iii) Secretary, (iv) Boys Commissioner 7/8, (v) Boys Commissioner 5/6, (vi) Boys Commissioner 3/4, (vii) Girls Commissioner HS, (viii) Girls Commissioner Youth, (ix) Field Operations/Equipment Manager, (x) Fields and Contests Scheduling Manager, and

1. Director of Communications/Webmaster. The Execute Director may be a Director appointed by a Participating Town or an At-Large Executive Director, and in either instance, the individual so appointed Executive Director shall be selected by vote of the newly appointed Directors, with the Director achieving the greatest number of votes being so appointed. In the event of a tie, all Directors shall re-vote until an Executive Director shall have been agreed upon. All other Officer positions shall be filled upon recommendation by the Executive Director with concurrence by a majority vote of the newly appointed Directors. In the event there is an insufficient number of Directors appointed to fill all officers without requiring one or more Directors to undertake dual officer positions, unless the Directors shall agree otherwise, (i) the roles of GirlsCommissioner HS and Girls Commissioner Youth shall be merged first, (ii) the roles of Boys Commissioner 5/6 and Boys Commissioner 3/4 shall be merged second, and (iii) the roles of Boys Commissioner 7/8, Boys Commissioner 5/6, and Boys Commissioner 3/4 shall be merged third. Additional mergers of officer positions may be merged, provided that Executive Director, Treasurer and Secretary shall not be subject to merger under these Bylaws.

   The duties of the Executive Director shall include:

   1. To oversee all affairs of the SCLA; financially, operationally and administratively.
   2. Perform any and all duties imposed on him/her collectively or individually by law, by the Articles of Incorporation the SCLA, or these Bylaws; may include the preparation and maintenance of correspondence.
   3. To raise funds that the Officers of the SCLA deems reasonably necessary for the operations of the SCLA.
   4. Supervise all Officers, referees, agents and employees of the SCLA to assure that their duties are performed properly.
   5. Manage necessary business meetings of the SCLA and such other business as may be referred to it by the SCLA.
   6. Authorize the payment of routine organizational bills within the limits of the budget adopted by the SCLA, and authorize the payment of other bills. Such action shall be ratified at the next SCLA meeting and must be recorded in the minutes.
   7. Complete and distribute minutes of Board meetings and all formal government and state documents as required.
   8. The Executive Director may be required to perform any additional positions as the Board may require.

      The duties of the Secretary shall include:

      1. Complete and distribute minutes of meetings of the Board of Directors and all formal government and state documents as required.
      2. Minutes of meetings shall be kept by the Secretary and distributed via e-mail to all Directors members within 7 calendar days of a Board meeting
      3. Support from time to time, and on request, all other Officers in carrying out their assigned duties.
      4. Distribute meeting agendas prior to meetings, and accept from Directors additional matters for such agenda.
      5. Review and maintain confidential nature of all background screening materials submitted by Participating Towns and other jurisdictions in accordance with Article VIII, Section 3.

The duties of Boys and Girls Commissioners shall include:

1. Manage all affairs of a division of players; (1) administrative, (2) financial and (3) operational and all other duties as imposed upon the position by the Directors.
2. In addition, in the event of the temporary absence or disability of the Executive Director, the Boys Commissioner 7/8 shall perform, on an interim basis, all of the duties of the Executive Director until such time as the Board of the Directors shall appoint or elect a successor Executive Director.
3. Coordinate with other Boys and Girls Commissioners to convene, from time to time, committee meetings of representatives of Participating Towns to assist Commissioners in carrying out their respective responsibilities to the Participating Towns and the SCLA Board of Directors.

The duties of the Treasurer shall include:

1. Manage all SCLA financial matters in an ethical and fiscally sound manner and review with the Board all budgets and any other financial matters affecting the SCLA and its Directors.
2. Prepare or cause to be prepared all federal and state tax returns and filings with the California Attorney General.
3. Investigate, monitor and secure from time to time all policies of insurance required for the SCLA and SCLA Contests (i.e., D&O, secondary medical for players, field coverage, etc.)

The duties of the Field Operations/Equipment Manager shall include:

1. Manage all SCLA Contests including but not limited to, (1) ensuring that safe and sufficient equipment is available for all SCLA Contests, (2) managing, overseeing and establishing protocols to ensure that fields are properly set up for SCLA Contests, and (3) collecting weekly score data and reporting the same to the Communications/Webmaster.
2. Making recommendations to the Board of Directors regarding equipment condition and replacement requests and procuring approvals from the Directors for the purchase of the same.
3. Obtaining adequate and secure storage facilities for all SCLA property, inventorying the same from time to time (not less frequently than weekly during any SCLA Contest season).

The duties of the Fields and Contests Scheduling Manager shall include:

1. Manage all SCLA Contest schedules and fields including but not limited to,
   1. securing sufficient field space for all SCLA Contests among Participating Towns, and (2) establishing and revising from time to time schedules for SCLA Contests.

The duties of the Director of Communications/Webmaster include:

1. Maintain and update SCLA Website, including schedules, scores and standings.
2. Communicate with local publications regarding press releases and matters involving SCLA Contests.

SECTION 4. QUORUM FOR MEETINGS

A quorum shall consist of a majority of the Directors; but if less than majority of Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

SECTION 5. VACANCIES

Vacancies on the Board shall be filled by the Participating Town that appointed such vacating Director as a soon as practical after the vacancy arises. A person appointed by such Participating Town to fill a vacancy as provided by this Section shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office. In the event the Participating Town fails to promptly appoint a replacement Director, a majority of the remaining Directors may appoint any individual from any Participating Town to serve as interim Director for the remainder of the term and such interim Director shall have voting privileges. Such interim Director shall also assume the Officer responsibilities of the vacating Director.

SECTION 6. NON-LIABILITY OF SCLA BOARD MEMBERS & OFFICERS

Any Director or Officer of the SCLA shall not be personally liable for the debts, liabilities, or other obligations of the SCLA.

SECTION 7. INSURANCE FOR CORPORATE AGENTS

The Board of Directors shall, not less frequently than annually, adopt a resolution or supplemental resolutions authorizing the purchase and maintenance of insurance on behalf of the SCLA (including a Director, Officer, employee or other agent of the SCLA) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the Director and Officer in such capacity or arising out of the Director and Officers’ status as such, whether or not the SCLA would have the power to

indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 8. REMOVAL OF DIRECTORS

Any Director may be removed for cause by a two-thirds majority of all of the Directors. To cause a vote to occur, two or more Directors shall make a proposal for removal, in writing, stating the reasons constituting cause, and present the same to the Board of Directors. Prior to any vote, the Director in question shall be given reasonable opportunity to respond to any allegations. In the event cause for removal is determined to exist, the vote shall be taken at a meeting for which the notice will have specified the proposed removal. Prior to the meeting, and any vote to remove a Director, the Director in question shall receive not less than 48 hours notice of the intent to be removed. The notice shall specify the cause for such removal.

SECTION 9. PROXY

Every Director entitled to vote at meetings of Directors or to express consent or dissent without a meeting may authorize another Director to act for him/her by proxy. Every proxy shall be in writing for a specific meeting and/or purpose and shall be signed, which may include electronic signature, by the Director granting proxy, or his/her duly authorized attorney-in-fact. No proxy shall be valid after occurrence of the specified meeting or purpose. Every proxy shall be revocable at the pleasure of the Director executing it, except as otherwise provided by law.

ARTICLE V

SECTION 1. NUMBER OF OFFICERS

The Officers of the SCLA shall be all of its Directors and any Officer specially appointed by the Directors in accordance with these Bylaws. Any number of offices may be held by the same person, except as specified in Article IV, Section 1 hereof. The SCLA may have as many Officers as deemed appropriate.

SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE

Officers shall serve for a term of one (1) year or until their successors are elected. By July 15th, any Director interested in a specific Office shall provide a written statement of his/her intent or desire, intended position, and basic qualifications. The elections for Officer positions shall be held by the newly appointed Directors no later than July 31st.

Upon appointment of the Directors, the Directors shall first endeavor to appoint the Executive Director. All Offices other than Executive Director shall be filled secondarily. If more than one individual is running for the same Officer position, each individual shall have 5 minutes to present his/her qualifications to the other Directors. Immediately

thereafter, a ballot shall be taken and read by the Executive Director. If a tie remains the Executive Director shall have the final vote.

SECTION 3. REMOVAL AND RESIGNATION

The Board of Directors may remove any Officer from his/her duties by two-thirds (2/3) vote of the Board for cause, at any time. Such vote shall take place at a designated meeting. Prior to the meeting, and any vote to remove an Officer, the Officer in question shall receive not less than 48 hours notice of the intent to be removed. The notice shall specify the cause for such removal. Any officer may resign at any time by giving written notice to the Board of Directors or the Executed Director. Any such resignation shall take effect at the date of receipt of such notice. The Directors not present at a meeting will be notified if the Board of Directors removes an Officer. In the event an Officer is removed for cause, the Officer shall also be removed as a Director and voting privileges shall terminated immediately upon removal.

SECTION 4. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Participating Town that appointed such Officer within five (5) days of removal or resignation. In the event such Participating Town refuses or otherwise fails to so appoint a replacement, the remaining members of the Board of Directors may nominate and appoint, by majority vote, an individual to fill such vacancy. Any individual so nominated and appointed may be associated with any Participating Town and shall have full voting privileges as a Director. In the event of a vacancy in any office other than that of Executive Director, such vacancy may be filled temporarily by appointment by the Executive Director or until such time as the members shall fill the vacancy. In the event of a vacancy in the office of Executive Director, such vacancy shall be filled on an interim basis by the Boys Commissioner 7/8, until such time as the Directors shall fill the vacancy.

ARTICLE VI

SECTION 1. COMMITTEES

The SCLA shall have such committees as deemed appropriate, from time to time, by the Directors. Committees, other than the Disciplinary Committee, may consist of persons who are not Directors or Officers. Committees shall act in an advisory capacity only to the Directors. Meetings and actions of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors. Notwithstanding anything to the contrary in these Bylaws, the SCLA shall have the following committees: Disciplinary Committee; Fields Committee; and Player Assignment Committee. Addition committees may be formed from time to time.

Disciplinary Committee. The Executive Director shall appoint a Disciplinary Committee, from time to time, and as necessary to maintain the highest level of sportsmanship among the SCLA’s coaches, players and spectators while participating in an SCLA Contest.

Any Disciplinary Committee convened by the Executive Director shall include (i) the Boys Commissioner for such Division (i.e., 5/6th) for matters involving the boys program or the Girls Commissioner for such Division (i.e., HS) for matters involving the girls program, (ii) the Director appointed by the Participating Town whose player or parent shall have been charged with a violation, and (iii) the Executive Director. The Disciplinary Committee shall immediately conduct investigations of any allegation of a violation or non-conformance by any coach, assistant coach, manager, player, or spectator of any sanctioning lacrosse organization, including but not limited to, US Lacrosse Youth Council, Official Rules for Girls’ and Women’s’ Lacrosse, and the SCLA. The Disciplinary Committee shall have broad authority to call any coach, assistant coach, manager, player, referee, or spectator participating in an SCLA Contest to a meeting to discuss allegations prior to the Disciplinary Committee making any recommendation for disciplinary action to the Board of Directors. Upon completing “due diligence” as the Disciplinary Committee deems necessary, the Disciplinary Committee shall make a recommendation to the Board that disciplinary action be taken, where warranted, and the nature of such action (i.e., censure, ejection from one or more games, suspension, removal from team or field of play, etc.). Only the Board of Directors may assess, after due consideration and deliberation, and only upon majority vote, any disciplinary action or sanction upon any Participating Town and/or any individual.

Fields Committee. The Executive Director may appoint a Fields Committee, from time to time, and as necessary to seek out, secure and maintain, as necessary and on reasonable terms, playing fields for use at practices, games, clinics, tournaments, or any other matter related to SCLA Contests. Any Fields Committee convened by the Executive Director shall include the Field Operations Manager, and up to two (2) other Directors or individuals.

Player Assignment Committee. The Player Assignment Committee shall be comprised of Directors and shall convene from time to time to consider (i) all “At-Large” applications for persons wishing to register for play in an SCLA Contest and (ii) all requests from players, who reside or school within the boundaries of a Participating Town, to register and compete with another Participating Town or team (a “Waiver Players”). All players who do not reside or school within the boundaries of a Participating Town shall be considered “At-Large” players; provided that any players previously assigned to a Participating Town shall remain so assigned unless alternative assignment protocol was established prior to such assignment. The Player Assignment Committee shall have final authority over team placement for At-Large and Waiver Players. The Player Assignment Committee shall be permitted to obtain and rely on information and recommendations from the Boys and Girls Committees and, with respect to individual players, the desires of the gaining and losing Participating Towns. The Player Assignment Committee shall make recommendations, from time to time, to the Board of Directors with respect to all

player assignment matters. Final player assignment shall be ratified by majority vote of the Directors.

ARTICLE VII

SECTION 1. EXECUTIONS OF INSTRUMENTS, DEPOSITS AND FUNDS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the SCLA to enter into any contract or execute and deliver any instrument in the name of and on behalf of the SCLA, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the SCLA by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the SCLA shall be signed by the Treasurer or the Executive Director, or alternative signor designated by the Executive Director.

Any amount to be paid to a single person or entity in excess of $500.00 shall be approved in writing by the responsible Director and at least one additional Director. All amounts paid shall be pursuant to a budget approved not least frequently than annually by a majority of the Directors. Proposals to commit and/or spend SCLA funds in amounts not contemplated under the approved Budget require the prior affirmative vote of a majority of the Directors, and if deemed necessary by the Directors or if such approved expenditure shall be material, a revised Budget may be prepared.

SECTION 3. DEPOSITS

All funds of the SCLA shall be deposited from time to time to the credit of the SCLA in such banks, or other financial institutions as the Board may select. In the event that the SCLA shall receive cash, for any reason, such cash shall be accounted for by two Directors and who shall both document the results of their cash count in a countersigned deposit notice.

SECTION 4. GIFTS

The Board of Directors may accept on behalf of the SCLA any contribution, gift, bequest, or devise for the charitable or public purposes of the SCLA.

SECTION 5. MAINTENANCE OF CORPORATE RECORDS

The SCLA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the Directors entitled to vote. All books and records of the SCLA may be inspected by any Director, Officer, Participating Town or any agent or attorney for any Director, Officer or Participating Town, for any proper purpose at any reasonable time and with prior notice.

SECTION 6. AMENDMENT

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the Directors present at any regular meeting or at any special meeting, if at least five (5) days' written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting. No such amendment shall be adopted which would jeopardize the tax-exempt status of the SCLA as a charitable entity described in Section 501(c)(3) of the Tax Code. Any amendments may be made to particular Articles or Sections, or amendments may be adopted in a manner that restates in the entirety these Bylaws. Any amendments or restatements of these Bylaws shall be recorded and maintained by the Secretary in the corporate records of the SCLA.

ARTICLE VIII

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No Participating Town, Director, Officer, employee, volunteer, independent contractor or other person connected with the SCLA, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the SCLA; provided, however, that this provision shall not prevent payment to any such person or entity of reasonable compensation for services performed for the SCLA in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person, persons or entity shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of SCLA. All Participating Towns shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the SCLA, whether voluntarily or involuntarily, the assets of the SCLA, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of the SCLA and law, and not otherwise.

SECTION 2. LEAGUE RULES

League rules may be proposed by Division Committees and adopted by a majority vote of the Directors, at any SCLA meeting. Amendments to League Rules require a two-thirds (2/3) vote, of the Directors without previous five (5) day notice, or a majority vote with such notice. Standing rules should be procedural rather than parliamentary and may not

conflict with these Bylaws. At the beginning of his/her term of office, each Director shall be given a copy of these Bylaws, and standing rules, and shall be responsible for making a thorough study of them. A copy of these Bylaws shall be made available to any Director upon request.

SECTION 3. COACH & ASSISTANT COACH BACKGROUND SCREENING

The SCLA shall cause its Participating Towns and each jurisdiction placing one or more teams in an SCLA Contest to conduct or cause to be conducted on behalf of the Participating Town and SCLA reasonable background screening of all head and assistant coaches over the age of 17 as of January 1 who take a team sideline in an SCLA Contest. Participating Towns and each jurisdiction placing one or more teams in an SCLA Contest shall have the sole and absolute authority to select their coaches, assistant coaches, team administrators, and volunteers, and the SCLA shall assume no liability or responsibility with respect thereto; provided, however, that SCLA has determined that it shall be a “best practice” for all Participating Towns and each jurisdiction placing one or more teams in an SCLA Contest to cause its head and assistant coaches to be cleared as fit to coach youth sports by a nationally recognized expert in the area of screening youth coaches selected by the Directors. The Directors shall have no responsibility to independently review fitness and/or make any determinations related thereto. On or before January 15 of each calendar year, each Participating Town shall provide evidence of such background screening and related clearances to the Secretary of the SCLA, who shall maintain such evidence as confidential, other than to report to the Board of Directors that each head and assistant coach has been cleared. The Secretary shall obtain and may rely upon evidence of such satisfactory screening provided by a Participating Towns and each jurisdiction placing one or more teams in an SCLA Contest.