PAOLA SOCCER CLUB, INC.

BYLAWS

ARTICLE I

NAME AND LOCATION

SECTION 1. The name of the corporation is the Paola Soccer Club, Inc.

SECTION 2. Principal Office. The principal office of the Paola Soccer Club, Inc. (sometimes referred to herein as "Club") shall be located in Paola, Miami County, Kansas.

SECTION 3. Registered Office. The corporation, by resolution of its Board of Directors, may change the location of its registered office as designated in the Articles of Incorporation to any other place in Kansas. By like resolution, the resident agent at such registered office may be changed to any other person or a certificate certifying the change shall be executed, acknowledged and filed with the Secretary of State, and a certified copy thereof shall be recorded in the office of the register of deeds for the county in which the new registered office is located, and in the old county if such registered office is moved from one county to another.

ARTICLE II

PURPOSE

SECTION 1. Basic Purpose. The Paola Soccer Club, Inc. shall have as its Basic Purpose the promotion of and operation of soccer programs for the youth of greater Paola, ages 4 to 19 years.

SECTION 2. Ancillary Purpose. The Paola Soccer Club, Inc. shall, in pursuit of its Basic Purpose, engage in the following pursuits:

Establish registration fees for the participants.

Encourage individuals, local businesses, and organizations to make financial contributions to support the Paola Soccer Club, Inc., and to accept, acknowledge and approve each and every gift either in money or material regardless of size or form. Provided, the Board of Directors may reject any gift that it finds, in its discretion, would not be beneficial.

To acquire and sell soccer equipment to participants in the program;

ARTICLE III

DIRECTORS

SECTION 1. Board of Directors. The business and property of the Paola Soccer club, Inc. shall be managed by the Board of Directors under the authority granted in the Bylaws, Articles of Incorporation, and the Kansas Corporation code. Members shall be appointed to terms of three (3) years each. No member shall serve more than two (2) consecutive three (3) year terms.

SECTION 2. Residence. All directors shall be residents of Miami County, Kansas. By a majority vote of the Board of Directors this section can be, for special situations, superseded.

SECTION 3. Annual Meeting. An annual meeting of the Board of Directors shall be held each year, within the last quarter, upon the call of the President of the Board.

SECTION 4. Special Meetings. A special meeting of the Board of Directors may be called at any time or place by the President or Vice President, or in their absence or inability to act, the same may be called

by any three members of the Board. By unanimous consent of the Directors, regular or special meetings of the board of Directors may be held without notice of the time and place.

SECTION 5. Notice. Notice of all regular and special meetings shall be mailed and/or emailed to each Director by the Secretary at least five (5) days previous to the time fixed for such meeting. All notices of special meetings shall state the purpose thereof and the time and place where the meeting is to be held.

SECTION 6. Quorum. A majority of the total number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the articles of incorporation. The directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 7. Vacancies. Whenever a vacancy shall occur in the Board of Directors by death, resignation or otherwise, the same shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors.

SECTION 8. Removal of Directors. Any Director may be removed, with or without cause, by the vote of two-thirds (2/3) of the members of the Board of Directors at any special meeting called for that purpose. Any vacancy created by such removal may also be filled at the same meeting.

SECTION 9. Number of Directors. The authorized number of the Directors of the corporation shall not be less the five (5) and not be more than fifteen (15). Any increase in the number of the Directors shall be by the amendment to the Bylaws.

SECTION 10. Allocation of Funds. The Directors of this Club shall be the sole judges of the allocation of funds and investments. On the termination of the Paola Soccer Club, Inc., the Club’s assets, as then constituted, shall be distributed as deemed appropriate by the Directors. Provided, that any distribution shall be exclusively for charitable purposes which qualify as exempt under section 501(c)(3) of the Internal Revenue Code of 1954 or amendments thereto.

SECTION 11. Meeting by Telephone. Members of the Board of Directors of the corporation, or any committee designated by such board, may participate in a meeting of the Board of Directors by means of conference telephone or similar communication equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 12. Fees and Compensation. Directors shall not receive any compensation or salary for their services as directors except as permitted under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

SECTION 13. Gifts. The directors shall be permitted to set up a mechanism for accepting and complying with the donor’s wishes for the income and principal of the donor’s contribution while at the same time commingling those funds for investment purposes.

ARTICLE IV

OFFICERS

SECTION 1. Officers. The officers of the Paola Soccer Club, Inc. shall consist of a President, Vice-President, Secretary, and Treasurer, and such other officers as shall, from time to time, be designated by the Board of Directors. The office of secretary and treasurer may be held by the same person.

All officers shall be chosen by the Board of Directors of the Club at the annual meeting of such Board. The officers shall be chosen from the Directors. The officers shall hold office until the next annual meeting of the Board of Directors or until their respective successors are appointed and qualified. The officers may serve unlimited consecutive terms.

SECTION 2. President. The President shall preside at all meetings of the Board of Directors and shall have general supervision of the affairs of the Club and shall see that all orders and resolutions of the Board are carried into effect.

SECTION 3. Vice-President. In the absence, disability or under the direction of the President, the Vice-President shall be vested with all powers and perform all the duties of the President, and shall have such additional powers and perform such additional duties as shall be ordered by the Board of Directors.

SECTION 4. Secretary. The secretary shall give or cause to be given, all required notices of meetings of the Board of Directors, except as otherwise provided in these Bylaws; shall record all proceedings at the meetings of the Board of Directors in a book to be kept for that purpose; and shall perform such other duties as may be assigned to him or her by the President of the Board of Directors, the secretary shall perform such additional duties as may be ordered by the Board of Directors.

SECTION 5. Treasurer. The treasurer shall have the custody of all monies, valuable papers and documents for theregular operation of the Club and shall place the same for safekeeping in such depositories as may be designated by the Board of Directors. Any special funds will be administered by a designated committee approved by the Board of Directors and maintained in the same manner as the regular funds. The treasurer shall expend the funds of the Club as directed by the Board of Directors, and take proper vouchers for such expenditures, shall keep or cause to be kept, a book or books setting forth a true record of the receipts, expenditures, assets, liabilities, losses and gains of the Club and shall, when and as required by the President of the Board of Directors, render a written statement of the financial condition of the Club and cause to be filed appropriate tax returns.

The books of accounts shall, at all reasonable times, be open to inspection by any director. As a requirement to serve as treasurer or chairperson of a special fund committee he or she shall procure an appropriate bond in an amount to be determined by the Board of Directors, from an insurer authorized to transact business in this state.

All checks shall be signed as per a resolution made at a legally held meeting of the Board of Directors.

SECTION 6. Compensation of Officers. No officers or other employees of the corporation shall receive salaries or other compensation, except as approved of, in advance, by the Board of Directors and is consistent with the provisions of section 501 (c)(3) of the internal Revenue Code or corresponding section of any future federal tax code.

SECTION 7. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.

SECTION 8. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board.

ARTICLE V

MISCELLANEOUS

SECTION 1. Indemnification of Directors and Officers. When a person is sued, either alone or with others, because he is or was a director or officer of the corporation, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the corporation or by the corporation, he shall be indemnified for his expenses, including attorney’s fees incurred in the defense of the proceeding, if both of the following conditions exist:

The person sued is successful in whole or in part, or the proceedings against him is settled with the approval of the court.

The court finds that his conduct fairly and equitably merits such indemnity.

The amount of such indemnity which may be assessed against the corporation, its receiver, or its trustee, by the court in the same or in a separate proceeding shall be so much of the expenses, including attorneys’ fees incurred in the defense of the proceeding, as the court determines and finds to be reasonable. Application for such indemnity may be made either by the person sued or by the attorney or other person rendering services to him in connection with the defense, and the court may order the fees and expenses to be paid directly to the attorney or other person, although he is not a party to the proceeding. Notice of the application for such indemnity shall be served upon the corporation, its receiver, or its trustee, and upon the plaintiff and other parties to the proceeding.

SECTION 2. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such a manner as, from time to time, shall be determined by these Bylaws or by resolution of the Board of Directors.

SECTION 3. Contracts, Deeds, Etc, How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to any amount, provided, however, that any deeds or other executed instruments conveying lands or equipment or any interest therein shall be executed on behalf of the corporation by the president or vice-president, if there be one, or by any agent or attorney which was executed on behalf of the corporation by the president or vice-president.

SECTION 4. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the corporation. In the absence of action by the Board of Directors, however, the fiscal year of the corporation shall end each year on the date which the corporation treated as the close of its first fiscal year, until such time, if any as the fiscal year shall be changed by the Board of Directors.