NorCalFed By Laws

BYLAWS OF

NORTHERN CALIFORNIA FEDERATION

JUNIOR YOUTH FOOTBALL, INC.

A Nonprofit Public Benefit Corporation

ARTICLE I. OFFICES

Principal Office

Section 1.1. The principal office of Northern California Federation Junior Youth Football, Inc. ("NORCALFED") for the transaction of business is located at P.O. Box 722, Corning, CA 96021. The Board of Directors (" the Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary.

Purpose and Limitations

Section 1.2. NORCALFED is a Nonprofit Public Benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law exclusively for charitable purposes. NORCALFED is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future United States internal revenue law). Notwithstanding any other provision of these bylaws, NORCALFED shall not, except to an insignificant degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of NORCALFED as set forth in the articles of incorporation. NORCALFED shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States internal revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding provision of any future United States internal revenue law.

ARTICLE II. MEMBERS

Classification of Members

Section 2.1. NORCALFED shall have one class of members only, Association membership.

a. Association Membership For purposes of these bylaws, an Association shall be defined as an unincorporated association of adults banded together to sponsor and administer one or more non-school youth football teams organized as set forth and under the direction of NORCALFED. Each member shall have equal voting and other rights. No Association shall hold more than one membership in NORCALFED.

Admission to Membership

Section 2.2. Admission to membership in NORCALFED is open to all Associations that meet and comply with all of the requirements set forth by NORCALFED. An Association shall be admitted to membership only on the approval of the Board of Directors upon submission of an application by such Association in the form and in a manner as shall be prescribed by the Board.

Dues

Section 2.3. The annual dues payable to NORCALFED by members shall be in such amounts as shall be determined by resolution of the Board of Directors. Dues shall be payable for the first year on admission to membership and annually thereafter at such time or times as may be fixed by the Board of Directors.

Nonliability of Members

Section 2.4. Members of NORCALFED shall not solely, because of such membership, be personally liable for the debts, obligations, or liabilities of NORCALFED.

Termination of Membership

Causes

Section 2.5. The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes:

(1) The voluntary resignation of a member in accordance with Article IX of the Association's Bylaws.

(2) Removal by 2/3 vote of the membership of NORCALFED at a regular semi-annual meeting or a special meeting called for the purpose.

Effect of Termination

Section 2.6. All rights of a member in NORCALFED shall cease on termination. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, or fees, or arising from contract or otherwise. NORCALFED shall retain the right to enforce any such obligation or obtain damages.

ARTICLE III. MEETINGS OF MEMBERS

Regular Meetings

Section 3.1. The members shall meet semi-annually in January and May of each year for the purpose of transacting such proper business as may come before the meeting, including the election of Directors for terms as are fixed in Section 4.3 of these Bylaws.

Special Meetings

Section 3.2. Special meetings of members shall be called by the Board of Directors and held at such place within the State of California as may be ordered by resolution of the Board of Directors. Twenty-Five (25) percent or more of the members of NORCALFED may call special meetings for any lawful purpose.

Notice of Meetings

Section 3.3. Written notice of every meeting of members shall be either personally delivered or mailed by first-class United States mail, postage prepaid, fifteen (15) days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat.

Contents of Notice

Section 3.4. The notice shall state the place, date and time of the meeting. In the case of regular meetings, the notice shall state those matters which the Board of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.

Quorum

Section 3.5. A quorum at any meeting of members shall consist of a majority of the voting power, represented in person or by proxy. For purposes of this Bylaw, "voting power" means the power to vote for the election of Directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet occurred.

Loss of Quorum

Section 3.6. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwihstanding the withdrawal of enough members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.

Adjournment for Lack of Quorum

Section 3.7. In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes but no other business may be transacted except as provided in Section 3.6 of these Bylaws.

Voting of Membership

One Vote Per Member

Section 3.8. (a) Each member is entitled to one vote on each matter submitted to a vote of the members.

Cumulative Voting

(b) Cumulative voting shall not be authorized for the election of directors or for any other purpose.

Proxy Voting

(c) Every member entitled to vote shall have the right to do so either in person or by an agent authorized by a written proxy, signed by the member and filed with the Secretary of NORCALFED. Only members in good standing may be such agents. Members entitled to vote shall be permitted to vote or act by written proxy.

Conduct of Meetings

Chairman

Section 3.9. (a) The Commissioner of NORCALFED or, in his or her absence, any other person chosen by a majority of the voting members present in person shall be chairman of and shall preside over the meetings of the members.

Secretary of Meetings

(b) The Secretary of NORCALFED shall act as the secretary of all meetings of members; provided that in his or her absence, the Chairman of the meetings of members shall appoint another person to act as secretary of the meetings.

Rules of Order

(c) The Robert's Rules of Order, as amended from time to time, shall govern the meetings of members insofar as those rules are not inconsistent with or in conflict with these Bylaws or the Articles of NORCALFED.

ARTICLE IV. DIRECTORS

Powers

Section 4.1. (a) Subject to the provisions of the Nonprofit Public Benefit corporation law and any limitations in the Articles of Incorporation and these bylaws relating to action required to be approved by the members, the business and affairs of NORCALFED shall be managed, and all corporate powers shall be exercised by or under the direction of the Board.

(b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(1) Change the principal office in the State of California from one location to another and conduct business within the State of California.

(2) Administrate the NORCALFED rules of operation.

(3) Expel members for cause pursuant to the provisions of these bylaws or for violations of the NORCALFED rules of operation.

Number

Section 4.2. The affairs of NORCALFED shall be administered by a Commissioner, six Assistant Commissioners, a Secretary, a Treasurer and a Deputy Commissioner from each Conference to be known as the Board of Directors.

All voting for NORCALFED Officers and/or Directors shall be done by secret ballot submitted directly to the Commissioner.

Qualifications

Section 4.3. The Directors of NORCALFED shall be residents of the State of California.

Section 4.4. Each Director shall hold office for a term of 3 years from the date of such Director's election, and until such Director's successor is elected and qualifies under Section 4.3 of these Bylaws. the Board may provide for staggered terms for the Directors, or some of them at its discretion. Deputy Commissioners, one for each conference, shall be elected on a yearly basis by each respective conference.

Section 4.5. Any person qualified to be a Director under Section 4.3 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.

Section 4.6. The Directors shall be elected at the annual members meeting as prescribed by Section 3.1 of these Bylaws. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 4.3 of these Bylaws. Directors may be elected on staggered terms.

Section 4.7. The Directors shall serve without compensation; however expenses may be reimbursed upon the board's approval.

Section 4.8. (a) Meetings of the Board may be called by the Commissioner or any two (2) Directors.

(b) All meetings of the Board shall be held at the principal office of the NORCALFED as specified in Section 1.1 of these Bylaws, or as directed by the Commissioner if an alternative location is necessary.

(d) Special meetings of the Board may be called by the Chairman of the Board or the Commissioner or the Secretary or any two (2) Directors. Special meetings shall be held on four (4) days' notice by first-class mail, postage prepaid, or on forty-eight (48) hours' notice delivered personally or by telephone, including a voice massaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. Notice of a special meeting need not be given to any Director who signs a waiver of notice or written consent to holding the meeting, or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to that Director either before or at the commencement of the meeting. All waivers, consents, and approvals must be filed with the corporate records or made a part of the minutes of the meetings.

(e) A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.

(f) Except as otherwise provided in the Articles, in these Bylaws, or by law, 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 is the act of the Board provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by a least a majority of the required quorum for such meeting, or such greater number as is required by the law, the Articles, or these Bylaws.

(g) Any Director selected by the Directors present shall preside at meetings of the Board. The Secretary of NORCALFED or, in the Secretary's absence, any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.

(h) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 4.9. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.

Section 4.10. (a) Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the Commissioner, Secretary or the Board, unless the notice specifies a later time for the resignation to become effective.

(b) Vacancies Filled by Board. Except as otherwise provided by the bylaws, vacancies on the Board may be filled by the Board until the next annual members meeting. The members shall vote to elect a director for the balance of the term remaining.

(c) Vacancies Filled by Members. The members may elect a director or directors at any time to fill any vacancy not filled by the Board. Any such election shall require the written consent of a majority of the members.

Removal of Directors

Section 4.11. A Director may be removed for cause by a vote of the majority of the membership, or as otherwise set forth in the Corporations Code..

Removal of Officers

Section 4.12. The Board of Directors may, at any time, at it’s pleasure, with or without assigning any cause therefore, remove any officer, committee member, agent or employee appointed by it or appointed by any such officer, committee or agent.

ARTICLE V. OFFICERS

Section 5.1. The officers of NORCALFED shall be a Commissioner, a Secretary, a Treasurer, and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. The Commissioner is the general manager and chief executive officer of NORCALFED. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the Commissioner.

Section 5.2. The officers shall be chosen by the Board and serve at the pleasure of the Board, subject to the rights, if any, of an office under any contract of employment. Any officer may resign at any time on written notice to NORCALFED without prejudice to the rights, if any, of NORCALFED under any contract to which the officer is a party.

Section 5.3. (a) Commissioner. The Commissioner shall, subject to the control of the Board, generally supervise, direct, and control the business and the officers of NORCALFED. He or she shall preside at all meetings of the members and at all meetings of the Board. He shall have such other powers and duties as may be prescribed by the Board within the confines of these bylaws or the Articles of Incorporation.

The Commissioner shall annually assign an assistant commissioner to administer Nor Cal Fed’s duties to include but not limited to: 1.Inter and Intra-Conference scheduling, and Director of Tournaments. 2. Membership and public relations, including releases to the media. 3. Printing of By-Laws and/or Rulebooks and the timely distribution of same to all Deputy Commissioners as their needs dictate.

(b) Assistant-Commissioner. In the absence or disability of the Commissioner an Assistant Commissioner shall perform all the duties of the Commissioner, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the Commissioner. The Assistant Commissioner shall have such other powers and perform such other duties as, from time to time, may be prescribed for him or her by the Board or by the Commissioner.

(1) Book of Minutes. The Secretary shall keep or cause to be kept, at NORCALFED'S office, or such other place as the Board may direct, a Book of Minutes of all meetings and actions of directors, committees of directors, and members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at members' meetings, and the proceedings of such meetings.

(2) Membership Records. The Secretary shall keep, or cause to be kept, at NORCALFED'S office, a record of the members, showing the names of all members, their addresses and telephone numbers.

(3) Notices, Seal and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board required by the bylaws to be given. He or she shall keep the corporate seal, and the original copy of the Articles of Incorporation and bylaws, both as amended, in safe custody. He or she shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.

(1) Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, at NORCALFED'S office, adequate and correct books and records of account of the properties and business transactions of NORCALFED, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director, and to the Members as set forth in these bylaws.

(2) Deposit and Disbursement of Money and Valuables. The treasurer shall deposit all money and other valuables in the name and to the credit of NORCALFED, with such depositories as may be designated by the Board; shall render to the Commissioner and directors, whenever they request it, an account of all of his or her transactions as Treasurer, and of the financial condition of NORCALFED; and shall have other powers and perform such other duties as may be prescribed by the Board or the bylaws.

(3) Funds of the Corporation: The money, funds, checks and drafts of the corporation shall be deposited in such banks or trust companies as the Board of Directors shall designate, and shall be drawn out only by check signed by at least two directors, officers or other persons as the Board of Directors may authorize from time to time. The Board of Directors may retain certified public accountants to audit the books and records of the Corporation and to make such reports and statements from time to time as the Board of Directors shall require.

Section 6.0. The Corporation is authorized to indemnify the Directors and Officers to the fullest extent possible under California Law.

Section 7.1 NORCALFED shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. NORCALFED shall also keep a record of its members giving their names and addresses and the class of membership held by each. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into form.

Section 7.2. The Board shall cause an annual report to be made available to the members not later than four weeks after the close of NORCALFED's calendar year. The report shall contain all the information required by Corporations Code Section 6321(a) and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of any authorized officer of NORCALFED that such statements were prepared without audit from the books and records of NORCALFED. The annual report shall be furnished to all Directors and Members.

Section 7.3. NORCALFED shall make available on an annual basis to its members a statement of any transaction or indemnification described in Corporations Code Section 6322(d) and (e), if such transaction or indemnification took place. Such annual statement shall be affixed to the annual report described in Section 6.02 of these Bylaws.

Section 7.4. The Board of Directors shall adopt a corporate seal which shall be in the following form and design:

The Secretary of NORCALFED shall have custody of the seal and affix it in all appropriate cases to all corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument.

Section 8.1. New bylaws may be adopted, or these bylaws may be amended or repealed, by approval of the Members, or their proxies at the May semi-annual meeting. Where any provision of these bylaws requires the vote of a larger proportion of the members than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of members. No amendment may extend the terms of a director beyond that for which such director was elected.

Section 8.2 Subject to the rights of members as set forth in these bylaws, and the limitations set forth below, the Board may adopt, amend or repeal bylaws. Such power is subject to the following limitations:

I hereby certify that I am the duly elected and acting Secretary of NORTHERN CALIFORNIA FEDERATION JUNIOR YOUTH FOOTBALL, INC. and that the foregoing Bylaws, comprising ____________ pages, constitute the Bylaws of NORTHERN CALIFORNIA FEDERATION JUNIOR YOUTH FOOTBALL, INC. as duly adopted at a meeting of the Board of Directors thereof held on May 22, 1999.