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Pleasant Hill Soccer Bylaws

 

Pleasant Hill
Soccer Club, Inc.
P.O. Box 57265
Des Moines, IA  50317

 
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Pleasant Hill Soccer Club
  Amended and Restated Bylaws




  • ARTICLE I: OFFICES
    The principal office of the Pleasant Hill Soccer Club (“the Club”) shall be located at all times in the City of Pleasant Hill, Polk County, Iowa. The Club may have such other offices within or without the State of Iowa as the business of the Club may from time to time require.
  • ARTICLE II: PURPOSE
    Section 1. General Purpose. The Club is organized for the purpose of furthering and promoting for youth and their families the development of the sport of soccer in the City of Pleasant Hill, Iowa, and surrounding areas through the education, organization and training of youth in the area; to organize youth soccer; to receive gifts, legacies and donations from any source to be used solely for promotion of the health, welfare, education and recreation of the youth and their families of Pleasant Hill and surrounding areas through the organization of this Club.

    Section 2. Funds. The Club may charge fees and accept personal, corporate and governmental grants or gifts to secure the funds necessary for the activities of the Club, as well as, provide for the acquisition, maintenance or use of real estate for the performance of this Club’s stated purpose.

    Section 3. Non Profit Status. This Club is not organized for pecuniary profit and it shall not have any power to issue certificates of stock, dividends or ownership certificates. No part of the net earnings of this Club shall inure to the benefit of any member, director, officer or individual. The balance, if any, of all funds received by the Club from its operation, after full and complete payment of all debts and obligations shall be held, accumulated and distributed exclusively for carrying out the purpose of this Club, consistent with the laws and regulations applicable to tax exempt, non profit organizations under the Internal Revenue Code of 1954, as amended and the laws of the state of Iowa.

    Section 4. Non Discrimination. No person shall be denied membership or participation in the activities of the Club due to race, sex, religion, or national origin.

    Section 5. Scholarship Grants. In furtherance of the stated purpose of this Club, the Board of Directors shall establish guidelines concerning the granting of registration and equipment acquisition scholarships so as to insure that no child in the geographic area of the Club is denied or precluded from participating in the sport of soccer due to economic hardship or lack of sufficient economic resources. Guidelines for scholarship application and approval are as follows:

    –  Scholarships that are granted will cover 100% of the registration fees for players in the U6, U8 and U10 age levels and 50% of the registration fees for the U12 and above age levels.
    –  In order for a scholarship request to be considered, applicants must show proof of economic hardship.
    –  The Club’s family max policy does not apply to the guidelines for scholarship application.
    –  The Club reserves the right to set a maximum number of scholarships granted in any specific season to not exceed 10% of the club’s total registration membership for that same season.
    –  Any waiver or exception to the stated guidelines must be presented to and approved by the Club’s Board of Directors in writing or during a monthly Board of Directors meeting to be documented in the meeting minutes prior to the start of the applicable season.
  • ARTICLE III: MEMBERSHIP
    Section 1. Qualifications for Membership. Club membership shall be granted to:

    a) The parents or legal guardians of all soccer players for whom a membership fee has been paid or for whom a scholarship grant has been received.
    b) Coaches and assistant coaches of all Club soccer teams.
    c) All referees who referee Club games and whose name is listed upon the Club’s list of active referees.
    d) All officers, directors or coordinators of the Club.

    Section 2. Annual Meeting. The annual meeting of the membership of the Club shall be held in the month of June of each year for the purpose of electing directors and for transaction of such other or further business as may come before the meeting.

    Section 3. Notice of Annual Meeting of Membership. The Board of Directors shall cause Notice of the Annual Meeting of the Membership to be mailed to each member or published in a newspaper of general circulation in the Pleasant Hill, Iowa, area at least ten (10) days prior to the annual meeting date.

    Section 4. Place of Meeting. The Board of Directors may designate any place within the state of Iowa as the place of the Annual Meeting of the Membership.

    Section 5. Special Meeting. The Board of Directors of the Club may call and hold a Special Meeting of the Membership at such time and place as they shall determine, upon notice as is provided in Section 3 of this Article III. Additionally, one hundred (100) members of the Club upon written request to the President of the Club shall have the right and power to call a Special Meeting of the Membership.

    Section 6. Quorum. A majority of the current members of the Board of Directors of the club shall constitute a quorum for the transaction of business at any meeting of the membership.

    Section 7. Organization. The President of the Club shall call the meetings of Membership to order and act as Chairperson thereof. In the absence of the President, a Vice President named by the president and/or approved by the majority in attendance shall act as Chairperson of the meeting. The Secretary of the Club shall act as Secretary of all meetings of the Membership, but in the absence the presiding officer may appoint any person to act as Secretary of the meeting.

    Section 8. Order of Business. The order of business at all meetings of Membership shall be determined by the presiding officer.

    Section 9. Balloting. Upon the demand of any member, the vote upon any question before the meeting shall be by ballot. If such demand is made, the presiding officer shall appoint Inspectors of Election, not to exceed three (3) in number, to receive and take charge of ballots.

    Section 10. Rules. All meetings of the Membership shall be conducted in accordance with Roberts’ Rules of order. For this purpose, a chart as to appropriate procedure is attached to these Bylaws as Exhibit “A” and by this reference incorporated herein as if fully set forth.

    Section 11. Member Voting Privileges. The voting rights of the membership are:

    a) Team Vote. All coaches, assistant coaches and parents or legal guardians of a soccer player assigned to an organized Club team shall vote at all meetings of the membership, by use of a team vote. A team vote shall constitute one (1) vote on each matter submitted to vote at any meeting of the membership.
    b) Board of Directors. Each member of the Board of Directors shall be entitled to one (1) vote on each matter submitted to a vote of the membership at any meeting of the membership.

    Section 12. Proxies. Voting by proxy is prohibited.

    Section 13. Participation in Meetings. Any member of the Club shall have the right to attend and speak at all meetings of the Club and the Board of Directors. However, voting privileges may only be exercised by a member at a meeting of the membership and should any member seek protest a game or disciplinary action at a game for which no other procedure for protest has been adopted by the Board of Directors; or complain about any coach, referee or other Club volunteer; a request in writing must be submitted to the Club President or Vice Presidents prior to the meeting of the Board of Directors.

    Section 14. Termination of Membership Status. Club membership shall be terminated:

    a) For the failure of any member to remain in good standing with respect to the prompt payment of all fees and charges;
    b) Due to a member’s disregard, violation or breach of the rules and regulations of the Club; or

    c) Upon a two thirds (2/3) vote of the Board of Directors.
  • ARTICLE IV: DIRECTORS
    Section 1. General Powers. The business and affairs of the Club shall be managed by its Board of Directors. These powers include, but are not limited to:

    a) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated for the benefit of the Club.
    b) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of the Club’s assets.
    c) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government state territory, governmental district or municipality or of any instrumentality thereof.
    d) To make contracts and guaranties and incur liabilities, borrow money at such lawful rates of interest as the Board of Directors may determine, issue Club notes, bonds, and other obligations, and secure any of the Club’s obligations by mortgage or pledge of all or any of the Club property, franchises and income, and to guarantee the obligations of other persons.
    e) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.
    f) To elect or appoint agents of the Club, and define their duties.
    g) The Board of Directors may by resolution provide for such other standing or special Committees as it from time to time deems desirable, and discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board of Directors. If provision be made f or any such committee, the members thereof shall be appointed by the Board of Directors and shall serve at the pleasure of the Board. Vacancies in such committees shall be filled by the Board of Directors.
    h) To make and alter Bylaws for the administration and regulation of the affairs of the Club.
    i) To indemnify any director or officer or former director or officer or volunteer of the Club as is provided for herein.
    j) To cease Club activities.
    k) To have and exercise all powers necessary or convenient to affect any or all of the purposes for which the Club is organized.

    Section 2. Number and Term of Office. The number of directors and officers of the Club shall be twelve (12) and such other ex officio, nonvoting persons as may be appointed by the Board of Directors, from time to time. The term of office for all members of the Board of Directors shall be for a two (2) year term from the first day of July following the annual meeting of the members.

    The terms of office are staggered. At the annual meeting in even numbered years, the President, Vice President, Vice President Coaches, Vice President Secretary and Vice President Referees are elected for a two (2) year term. At the annual meeting in odd numbered years, the Vice President Registrar, Vice President Development, Vice President Physical Assets/Equipment and the Vice President Treasurer are elected for a two (2) year term.

    Section 3. Qualification for Board Membership. Any member of the Club over eighteen (18) years of age shall be eligible for election to the Board of Directors. It is recommended that no two individuals from the same household or related individuals serve on the Board of Directors at the same time.

    Section 4. Regular Meetings. There shall be at least one (1) regular meeting of the Board of Directors held each month. The Board of Directors shall determine the date and time each regular monthly meeting is to be held.

    Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any four (4) members of the Board of Directors.

    Section 6. Notice. Notice of any special meeting shall be given at least twenty four (24) hours prior thereto by oral, telephonic, or written notice, delivered or mailed, to each Director at his or her address on file with the Club. If mail, such notice shall be deemed to be delivered when deposited in the United States Mail. Any Director may waive notice of any meeting and the attendance at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

    Section 7. Quorom. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the Directors are present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

    Members of the Board of Directors of the Club may participate in a meeting of the Board of Directors by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

    Section 8. Vacancies. Any vacancy occurring in the Board of Directors must be filled within ninety (90) days by the affirmative vote of a majority of the Directors then in office, even if less than a quorum of the Board of Directors. A Director so elected shall be elected for the unexpired term of his or her predecessor in office or the full term of such new Directorship.

    Section 9. Resignation. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein. If no time is specified, it shall take effect at the time of its receipt by the Secretary, who shall record such resignation noting the time of its reception. The acceptance of a resignation shall not be necessary to make it effective.

    Section 10. Removal. The entire Board of Directors or any individual Director may be removed from office, with or without cause, at a meeting called expressly for that purpose by the two-thirds (2/3) vote of the Board of Directors or upon the vote of a majority of the members entitled to vote at an election of Directors. In case the entire Board or any one or more of the Directors are so removed, new Directors may be elected at the same meeting for the unexpired term of the Director or Directors so removed. Failure to elect Directors to fill the unexpired term of the Directors so removed shall be deemed to create a vacancy or vacancies in the Board of Directors.

    Section 11. Presiding Officer. The President of the Club shall be the presiding officer at all meetings of the Board of Directors. In the absence of the President, a Vice President named by the President and/or approved by the majority in attendance shall act as Chairperson of the meeting. The Secretary of the Club shall act as Secretary at all meetings of the Board, or in his or her absence the Board of Directors meeting may designate any person to act as Secretary.

    Section 12. Order of Business. The order of business at all meetings of the Board of Directors, unless otherwise determined by the affirmative vote of a majority of the members of such Board present at any meeting, shall be determined by the presiding officer.

    Section 13. Conflict of Interest. No contract or other transaction between the Club and one or more of its Directors or any other corporation, firm, association or entity in which one or more of its Directors are Directors, officers, or financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his, her or their votes are counted for such purpose, if any of the following occur:

    a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Director.
    b) The fact of such relationship or interest is disclosed or known to the Board Members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.
    c) The contract or transaction is fair and reasonable to Club.

    Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction.

    Section 14. Informal Action by Board of Directors. Any action required to be taken without a meeting of the Board of Directors if written consent setting forth the action so taken shall be signed by all of the members of the Board of Directors. Such written consent shall have the same force and effect as a unanimous vote of the Board of Directors and may be stated as such in any article or document.

    Section 15. Designation of Directors. The Board of Directors shall consist of the President, Vice President, Vice President Coaches, Vice President Referees, Vice President Secretary, Vice President Registrar, Vice President Development, Vice President Treasurer and Vice President Physical Assets/Equipment whose duties and responsibilities are set forth in Article VI.
  • ARTICLE V: BOARD OF DIRECTOR ELECTIONS
    Any member of the Club may run for election to the Board of Directors. Prior to each annual meting of the Membership, a member who wishes to become a candidate for the Board of Directors shall submit his or her name and the position on the Board that he or she is interested in to the Club Secretary. At the annual meeting, the Secretary shall present the list of the candidates to the membership along with the list of Board positions up for election. Each position will be voted on separately, with a plurality of the votes cast being sufficient to elect a candidate to any particular position.
  • ARTICLE VI: OFFICERS
    Section 1. Number. The Officers of the Club shall be the President, Vice President, Vice President Coaches, Vice President Referees, Vice President Secretary, Vice President Registrar, Vice President Development, Vice President Treasurer and Vice President Physical Assets/Equipment. No two or more offices may be held by the same person.

    Section 2. Removal. Any officer of the Club or agent elected or appointed by the Board of Directors may be removed by a two-thirds (2/3) majority vote of the Board of Directors whenever in its judgment the best interests of the Club would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

    Section 3. Vacancies. Any vacancy in office, occurring during the year through death, resignation or other cause, may be filled for the unexpired portion of the term by a majority vote of the Board of Directors at any special meeting or regular meeting thereof.

    Section 4. Duties and Responsibilities. Sections 5–15 outline the basic duties and responsibilities of each Officer and Director. The Board of Directors may assign additional duties and responsibilities to any Officer or may change any duties and responsibilities from one officer to another at its discretion. Each Officer shall appoint any number of volunteers to help him or her carry out their responsibilities.

    Section 5. President. The President is the Chief Executive Officer of the Club and in general supervises and controls all of the business and affairs of the Club. In order to be elected President, a person must be a member of the Club and have served in another Board position for at least one (1) year. The President may:

    –  Preside at the monthly and annual meetings.
    –  Sign deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed.
    –  Supervise and coordinate the activities of the Board.
    –  Recruit volunteers to publish Club newsletter.
    –  Act as the Club’s representative to the local league, or appoint another member of the Board of Directors to do so.
    –  Locate land to be used for soccer fields.
    –  Contract with Pleasant Hill parks and schools for use of their facilities.

    Section 6. Vice President. The Vice President may:

    –  Preside at meetings in absence of the President.
    –  Identify and recruit volunteers to assist board members.
    –  Accept/review requests from members to waive fees due to financial hardship.
    –  Create programs to promote membership in the club.
    –  Establish fund-raising programs.
    –  Act as the Club’s representative to the local league in absence of the President.

    Section 7. Vice President Coaches. The Coaches VP may:

    –  Preside at meetings in absence of the President.
    –  Identify and recruit volunteers to assist board members.
    –  Accept/review requests from members to waive fees due to financial hardship.
    –  Create programs to promote membership in the club.
    –  Provide information related to attending tournaments.
    –  Recruit, train, and supervise coaches.
    –  Organize clinics for coaches.

    Section 8. Vice President Referees. The Referees VP may have the following responsibilities:

    –  Preside at meetings in absence of the President.
    –  Identify and recruit volunteers to assist board members.
    –  Accept/review requests from members to waive fees due to financial hardship.
    –  Create programs to promote membership in the club.
    –  Maintain field lines, size and location of fields; mow as needed.
    –  Set minimum standards for referees.
    –  Schedule, recruit, and train referees.
    –  Organize clinics for referees.

    Section 9. Vice President Secretary. The VP Secretary records and maintains information on the Club’s business activities and communicates information to Club members and others outside the Club. The Secretary may:

    –  Preside at meetings in absence of the President.
    –  Identify and recruit volunteers to assist board members.
    –  Accept/review requests from members to waive fees due to financial hardship.
    –  Create programs to promote membership in the club.
    –  Record and maintain the minutes of all meetings.
    –  Send out all notices for business meetings.
    –  Maintain and update Club bylaws, policies, procedures and job descriptions.
    –  Maintain and update addresses and phone numbers of Board members and committee members.
    –  Count votes and/or ballots at all business meetings.
    –  Recommend budget needs for seasonal awards and recognition.
    –  Oversee uniform ordering process for the club.

    Section 10. Vice President Registrar. The VP Registrar may have the following responsibilities:

    –  Preside at meetings in absence of the President.
    –  Identify and recruit volunteers to assist board members.
    –  Accept/review requests from members to waive fees due to financial hardship.
    –  Create programs to promote membership in the club.
    –  Register players, coaches and teams with the local league and State Association; provide player cards.
    –  Verify birth dates of new players.
    –  Publicize registration dates and deadlines via local media.
    –  Register teams of U12 and older players through the Greater Des Moines Junior Soccer League.
    –  Act as the Club’s representative to the local league and complete required paperwork.
    –  Recruit volunteers to assist in development of a database of club member information.

    Section 11. Vice President Development. The Development VP may:

    –  Preside at meetings in absence of the President.
    –  Identify and recruit volunteers to assist board members.
    –  Accept/review requests from members to waive fees due to financial hardship.
    –  Create programs to promote membership in the club.
    –  Identify opportunities for the Club to expand its base of practice and playing fields.
    –  Liaison with the Pleasant Hill Parks and Recreation department and other city officials in the development of a sports complex or other soccer facilities.

    Section 12. Vice President Treasurer. The VP Treasurer is the Chief Financial Officer of the Club and must be an individual that is educated and experienced in accounting and finance. He/she will be bonded for a minimum of $25,000 (may be more). The fidelity bond will be paid by the Club. The Treasurer may:

    –  Preside at meetings in absence of the President.
    –  Identify and recruit volunteers to assist board members.
    –  Accept/review requests from members to waive fees due to financial hardship.
    –  Create programs to promote membership in the club.
    –  Create the annual budget.
    –  Provide monthly financial statements for the Board.
    –  Collect all monies due the Club.
    –  Make all required disbursements of funds.
    –  Reconcile all accounts.
    –  File all required tax returns.
    –  Verify and maintain the Club’s insurance coverage.
    –  Invest excess funds.
    –  Make arrangements for any authorized loans.
    –  Make arrangements for an annual audit.

    Section 13. Vice President Physical Assets/Equipment. The VP Physical Assets/Equipment may:

    –  Preside at meetings in absence of the President.
    –  Identify and recruit volunteers to assist board members.
    –  Accept/review requests from members to waive fees due to financial hardship.
    –  Create programs to promote membership in the club.
    –  Maintain and inventory all Club property.
    –  Oversee implementation/organization of the Club’s uniform policies/procedures.
    –  Present report at Annual Meeting of Membership listing all Club property, current location, and any equipment that has been removed from the inventory during the current year.
  • ARTICLE V: DISCIPLINARY ACTION AND GRIEVANCES
    Section 1. suspensions. Any player, coach, or assistant coach of the Club who conducts him- or herself in an unsportsmanlike manner may be suspended by the Club from the field of play. Likewise, any spectator may be suspended from the sidelines.

    Section 2. Review. Any player, coach, or assistant coach of the Club who is red-carded or ejected from the game for a major infraction shall appear before the Club’s Conduct and Disciplinary Committee within six (6) days of the ejection, at which time it will be determined whether further disciplinary action shall be taken by the Club. It is the responsibility of the team coach to inform the head of the Conduct and Disciplinary Committee of the ejection so that a hearing may be scheduled.

    Section 3. Failure to Appear. Any party called before the Conduct and Disciplinary Committee who without due cause fails to appear at the Committee’s review is indefinitely suspended. It then becomes that party’s responsibility to contact the head of the Committee to arrange for a new hearing.

    Section 4. Length of Suspension. Suspensions are issued in terms of number of games and may overlap into succeeding playing seasons.

    Section 5. Appeal. Any party who has been disciplined by the Conduct and Disciplinary Committee has the right to appeal to the Board of Directors. The meeting to hear the appeal shall be scheduled at the earliest time a quorum of the Board can be assembled, but in any case no later than four (4) days after the request to appeal has been made either to the head of the Conduct and Disciplinary Committee or to the president of the Club.

    Section 6. Grievances. Any member of the Club in good standing has the right to submit to the Board any grievances. The grievance may be presented verbally to the in-charge Board member or in writing to the entire Board. Written grievances should include the nature of the grievance, a statement of facts leading up to the grievance, any corroborating evidence or witnesses to the facts, and any remedy that is being requested. Copies of the written grievance will be distributed to all affected parties. The Board will address all written grievances at the next regular Board meeting. Affected parties will be encouraged to attend the meeting. The party submitting the grievance will be informed in writing of the Board’s resolution of the grievance.

  • ARTICLE VIII: DISSOLUTION OF THE CLUB
    Upon the dissolution of the Club, the Board of Directors shall. after paying or making provisions for the payment of all its liabilities of the Club, dispose of all of the assets of the Club exclusively for the purposes of the Club in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time of dissolution qualify as an exempt organization or other organization under 501(c)(3) of the Internal Revenue Code of 1954, as amended, (or the corresponding provisions of any future United States Internal Revenue law) as the Board of Directors shall determine. Any of such assets not disposed of shall be disposed of by the Iowa District Court for Polk County, exclusively for such purposes for such organization or organizations as that Court shall determine, and which are organized and operated exclusively for such purposes.
  • ARTICLE IX: MISCELLANEOUS
    Section 1. Fiscal Year. The Club fiscal year shall be on a calendar year basis from January 1 through and including December 31.

    Section 2. Waiver of Notice. Whenever any notice is required to be given under these Bylaws or by law, waiver of notice in writing signed 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.

    Section 3. Construction. Words and phrases herein shall be construed as in the singular or plural number according to the context. Whenever the masculine gender is used, females as well as males shall be deemed to be included.

  • ARTICLE X: BYLAWS
    Bylaws may be adopted, altered repealed or amended for the Club by the affirmative vote of two thirds (2/3) of the then current Board of Directors, provided notice of the proposed alteration, article or section to be repealed or amended is given to the Board of Directors ten (10) days in advance of a meeting of the Board of Directors and upon approval of such act, the Board of Directors again adopts the alteration, repeal or amendment at the next subsequent meeting of the Board of Directors. Unless and until any proposed alteration repeal or amendment of these Bylaws receives a two thirds (2/3) affirmative vote of the current membership of the Board of Directors at two (2) consecutive meetings of the Board of Directors as provided in this Article X, such alteration, repeal or amendment to the Bylaws shall have no force or effect.

    Approved and adopted as amended at the Club's July 19, 2011, Board Meeting.

    Vince Prichard
    President
    Pleasant Hill Soccer Club