DYS By Laws-Amended Nov. 1, 2006

BYLAWS
ARTICLE I
Name - The name of this association shall be "Danvers Youth Soccer
Association, Inc."

ARTICLE II
Object - The objective of this association is to promote and enhance the
game of soccer for the benefit of the youth of Danvers and their families.
ARTICLE III

Section 1. Members – The association shall consist of twenty-five (25)
voting members including (i) the directors of the association then in
office and (ii) those persons who may be elected corporate members by a
majority of the then existing members. Members shall be elected annually
at the annual meeting.

The directors may elect associate members from time to time, but
associate members shall not have the right to vote on any matter. Any
member may resign as such at any time by written notice to the secretary
of the association.

Section 2. Meetings of Members – The Annual Meeting of the members of
the association shall be held on the third Thursday of November in each
year (or on the next business day if that day is a legal holiday) at
such time and place as the directors may determine. If the Annual
Meeting is not held on such date, a special meeting in lieu of an annual
meeting may be held with all the force and effect of an Annual Meeting.
Notice of the Annual Meeting setting forth the date, time and place of
any such meeting shall be mailed to all members not less than seven (7)
days prior to the date thereof.

Section 3. Action at Meetings – At all meetings of the members, the vote
of each member must be cast in person. No member shall be entitled to
vote by proxy. A majority of the members, present in person, shall
constitute a quorum at any meeting of the members but a lesser number
may without further notice adjourn the meeting to any other time. At any
meeting of the members at which a quorum is present, the vote of a
majority of those present shall decide any matter, unless a different
vote is specified by law, the Articles of Organization or these Bylaws.
Section 4. Action by Consent – Any action required or permitted to be
taken at any meeting of the members may be taken without a meeting if
all the members consent to the action in writing and the written
consents are filed with the records of the meetings of members. Such
consents shall be treated for all purposes as a vote at a meeting.

ARTICLE IV

Section 1. Board of Directors - The business and the property of the association
shall be managed by a Board of Directors consisting of not less than 13
and not more than 17 directors.

Section 2. Functions - The function of the Board of Directors shall will
be to operate a youth soccer program in the Town of Danvers. In
furtherance of such purpose, the Board shall set policy for the
operation of youth soccer in Danvers, provide communication between
teams, divisions, the Town of Danvers, and other soccer organizations
and communities, enforce the bylaws of the association, raise, disburse,
and account for funds, make recommendations and encourage
standardization of rules, codes of conduct, and penalties for the breach
of these rules and codes, and be a board of appeal for issues arising
within the association.

Section 3. Composition - The Board of Directors shall consist of each of
the officers and such number of other directors as necessary to fill all positions on the Board. Each director who is not an officer will chair a committee to the extent that one is available or a like responsibility as determined by the President.

Section 4. Nomination and Election - A nominating committee appointed by
the President shall provide a slate of officers and directors for the
Annual Meeting. Additional nominations may be made from the floor at the
Annual Meeting. Election shall be by secret ballot. A majority vote of
the members is needed for election.

Section 4. Nomination and Election - A nominating committee appointed by the President shall propose a slate of candidates for the upcoming board of directors. The President shall announce the slate at the monthly board meeting prior to the annual meeting. The proposed slate of candidates shall consist of not more than fifty (50) nominated individuals. Additional nominations may be made from the floor at the Annual Meeting. The President may restrict the number of additional nominations to a reasonable number but not less than twenty-five (25). All nominations, both by the nominating committee and from the floor, shall be for general membership on the new board and not for any particular position on the board. The board shall not require any individual to accept a nomination. Election of the new board of directors shall occur in the following manner: Each voting member of the board shall cast one and only one ballot for the new board. Ballots shall be secret and anonymous. A ballot shall consist of a list of candidates consisting of the names of all nominations accepted by the President. The voter shall indicate by checking twenty-five (25) different candidates for the new board. The voter may also write-in candidates on the ballot, as long as the total number of checked candidates and checked write-in candidates does not exceed twenty-five (25). The Secretary, under the supervision of the President and Vice-President Administration, shall tally the vote secretly. Should the Secretary not be present at the Annual Meeting, the President shall appoint another board member to serve as the Secretary for the purposes of the election. If twenty-five (25) or less nominations were made for the new board, the Secretary may cast a single vote to elect all nominated individuals. Any ballot on which more than twenty-five(25) candidates have been checked shall be considered a spoiled ballot and not included in the tally. A candidate’s vote total shall consist of the number of ballots on which his name has been checked. The new board shall consist of the twenty-five (25) candidates with the greatest vote totals in the election. A candidate need not be present to be elected to the board. Tie votes shall be broken only in cases that effect membership on the new board. In such cases, all candidates with vote totals greater than the tied candidates shall be considered elected to the new board. The tied candidates shall be listed on a single new ballot. The President shall break the tie by selecting a number of names equal to the remaining number of board positions. The candidates selected by the President shall be considered elected to the new board. The term of the new board shall commence at the end of the Annual Meeting and continue until the end of the next Annual Meeting.

After the election of the new board, the President shall propose a slate of candidates for each officer and director position from among the newly elected board members. Newly elected board members may nominate additional candidates from among the new board members as well. No member may be required to accept a nomination, and no member may be a candidate for more than one director or officer position. The Secretary shall distribute ballots listing each officer and director position and their respective nominations to each of the new board members. The vote shall be by secret ballot and for one candidate for each of the officer and director positions. The Secretary under the supervision of the President and Vice-President Administration shall tally the votes. The Secretary may cast a single vote for uncontested positions. Those candidates with the greatest vote totals for each position shall be considered elected. In the event of a tie vote, those candidates with vote totals less than the tied candidates shall be eliminated as candidates. The newly elected President shall then cast a deciding vote from among the remaining candidates to determine the winner. If the office of President itself is tied, the currently sitting President shall cast the deciding vote for President. The newly elected President shall then decide any other tied votes. Any members not voted into officer or director positions shall be considered corporate members.

Section 5. Vacancies - In the event that a director should miss three
(3) consecutive board meetings without due excuse, a majority of the
remaining directors may declare his/her position vacant. Any director
may resign by written notice to the secretary of the association. Any
vacancy in the board of directors shall be filled by a vote of the
remaining directors.

Section 6. Tenure - Each officer or director shall be elected for a
period of one year, but no officer may serve longer than two (2)
consecutive years in any position.

Section 7. Meetings - Regular meetings of the directors shall be held on
the first Wednesday evening of each month, provided that the directors
shall not be required to meet every month. Special meetings of the Board
of Directors may be called by the President from time to time. Corporate
members are expected and encouraged to attend all board meetings.
Associate members are encouraged, but not expected to attend all board
meetings.

Section 8. Quorum - At least seven (7) directors must be present for a
meeting to be official. At least nine (9) directors must be present in
order for a vote to be taken.

ARTICLE V

The officers of the association shall be as follows:
Section 1. President - Duties will be to ensure the overall
organizational and operational success of the association. The
President’s duties shall include the following:
a. Preside at all meetings
b. Direct all members to carry out their specific duties
c. Appoint AD HOC committees.

Section 2. Vice President of Administration - Duties are to ensure the
administrative success of the program including overseeing committees
assigned to him/her by the President. Will preside at meetings in the
absence of the President.

Section 3. Vice President of Operations - Duties are to ensure the
operational success of the program including overseeing committees
assigned to him/her by the President.
Section 4. Treasurer - Duties are to properly account for all income and
expenses relating to the program. Make a written report of association
finances at the monthly board meetings.

Section 5. Secretary - Duties are to record minutes of all meetings,
transmit all official correspondence and distribute minutes to the
association within 15 days after each meeting and be the repository for
all corporate and association records.

Section 6. Registrar - Duties are to coordinate all registrations,
establish, keep and maintain accurate rosters, rule on the eligibility
of players, and represent the association at meetings of Essex County
Youth Soccer or other affiliated soccer organizations for these
purposes.

Section 7. Travel Director - Duties are to ensure the operational
success of the travel team program including overseeing committees
assigned to him/her by the President.

Section 8. Additional Officers – The members may elect one or more
additional officers, such as assistant vice presidents, an assistant
travel director, or create new offices. Each such officer shall also be
a director as provided in Article IV, Section 3.

ARTICLE VI
Committees - The President may activate or create any committee he/she deems
necessary for the success of the association.

ARTICLE VII
Indemnification - The association, to the extent legally permissible, shall
indemnify each member of the Board of Directors against all liabilities and
expenses. The association will purchase and maintain insurance on behalf of its
members.

ARTICLE VIII
Amendments - These Bylaws may at any time be altered, amended, or repealed by a vote of two-thirds (2/3) majority of the directors or of the members (excluding
associate members), provided that written notice of such proposed action be
given in advance of the meeting at which the proposed action is to be taken. Any
Bylaw adopted by the directors may be amended or repealed by the members.

ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year - January 1 to December 31
Section 2. Disposition of property - As determined in Articles of
Organization, Section 4, Item t.
Section 3. Association Address - The association shall maintain a post
office box for its principle address.
Section 4. Expenditures
a. Only officers can commit the association to any expenditures.
b. All expenditures over $500 must be approved by a majority vote of
the Board of Directors.
c. All checks over $500 are required to have two signatures.
d. Persons authorized to sign checks are the President, Treasurer,
Vice President of Administration, and Vice President of Operations.
Section 5. Bank Safety Deposit Box - The association shall maintain a
safety deposit box to be used as a repository of official documents.