TYL-Bylaws

BYLAWS

TUCSON YOUTH LACROSSE, INC.

ARTICLE I

GENERAL PROVISIONS

SECTION 1. Name. The name of the corporation is “Tucson Youth Lacrosse, Inc.” (the “Corporation”).

SECTION 2. Arizona Office. The principal office of the Corporation shall be located in Pima County at such address as the Board of Directors (the “Board”) may designate from time to time.

SECTION 3. Other Offices. The Corporation may also maintain offices at such other place or places, where the Corporation is qualified to conduct its business, whether in or out of the State of Arizona, or in or out of the United States of America, as the Board may designate from time to time, and the Corporation may transact its business at such other offices with the same effect as that conducted at the principal office.

SECTION 4. Corporate Seal. A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation, but nevertheless if in any instance a corporate seal be used, the same shall be either (a) a circle having on the circumference thereof the name of the Corporation and in the center the words “corporate seal,” the year incorporated and the state where incorporated or (b) a circle containing the words “corporate seal.”

ARTICLE II

STATEMENT OF PURPOSE

The Corporation is organized and shall be operated as a nonprofit corporation under the laws of the State of Arizona, exclusively for one or more of the purposes described within section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue law (the “Code”), such purposes shall include, without limitation, promoting the game of lacrosse in a safe and sportsmanlike environment among high school and junior high school boys & girls teams in Arizona. The TYL shall operate in accordance with the Code of Conduct endorsed by US Lacrosse. The Corporation may conduct any or all lawful affairs for which an Arizona nonprofit corporation may be incorporated except for activities not permitted to be carried on (a) by a corporation described in Section 501(c)(3) of the Code or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Code.

ARTICLE III

MEMBERSHIP, PARTICIPATING ORGANIZATIONS

SECTION 1. Member Corporation. The Corporation shall not be a

membership corporation and shall have no members.

SECTION 2. Stock. The Corporation shall have no capital stock.

SECTION 3. Participating Organizations

(a)

The organization must maintain an appropriate liability insurance policy for which minimum standards shall be set by the Board. The organization will comply with this requirement by requiring that all of its members (including members of its board of directors, if any, coaches & assistant coaches) are members of United States Lacrosse, Inc. (“USL”) and thereby have the required USL insurance coverage. Further, each organization’s board of directors, if any, will carry D&O insurance coverage of not less than $1,000,000.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. Powers. Subject to any limitation set forth in the Articles of Incorporation, these Bylaws or any applicable laws, the Board shall manage and control the assets and affairs of the Corporation.

SECTION 2. Number. The Board shall consist of at least three (3) and no more than five (5) persons, with the exact number within that range to be determined from time to time by resolution of the Board. Directors need not be residents of the State of Arizona. In no event shall a decrease in the number of directors or a decrease in a term of office shorten the term of any incumbent director.

SECTION 3. Election and Term of Directors. At each annual meeting of the Board, the incumbent directors shall elect successor directors to fill the then-expiring director positions and new directors to fill newly created positions, if applicable. Each elected director shall serve a term of three (3) years and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

SECTION 4. Voting Rights. All directors shall have equal voting rights on all matters to come before the Board.

SECTION 5. Removal. Any elected director may be removed by the affirmative vote of a majority of all directors then in office, with or without cause, whenever, in the judgment of those voting, the best interests of the Corporation will be served thereby.

SECTION 6. Vacancies. Vacancies in elected director positions on the Board, however caused, may be filled by the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Any partial term that is served by a director who is elected to fill a vacancy shall be counted as a full term for the purpose of calculating the term limit described in Section 4 of this Article.

SECTION 7. Regular Meetings. Regular meetings of the Board may be held at regular intervals at such times and places as the Board may from time to time determine.

SECTION 8. Annual Meeting. The Board shall meet annually for the purpose of organization, the election of directors and officers, and the transaction of other business.

SECTION 9. Special Meetings. Special meetings of the Board may be called by the President or Secretary, a majority of the Executive Committee or any three (3) directors.

SECTION 10. Place of Meetings. Meetings of the Board may be held in or out of the State of Arizona. The Board may hold such meetings by means of telephone conference or similar method by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

SECTION 11. Notice. Notice of all Board Meetings, stating the date, time and place of the meeting, shall be given to the directors at least two (2) days prior thereto by (a) a writing delivered to each of the directors at his or her usual place of business or residential address, either personally, by first-class mail, electronic mail or facsimile or (b) by telephone, except that notice must be in writing if the Board intends to vote on the removal of a director at such meeting and such purpose must be stated in the notice. Except as otherwise provided herein, notices need not state the purposes of the meeting and any business may be transacted at any Board meeting.

SECTION 12. Waiver of Notice. Notice of any meeting may be waived by a director before or after the date and time for the meeting stated in the notice. The waiver shall be in writing, signed by the director entitled to notice and filed with the minutes or corporate records. The attendance or participation of a director at a meeting shall constitute a waiver of notice of such meeting, unless at the beginning of the meeting or promptly upon the director’s arrival at the meeting, the director objects to holding the meeting or to the transaction of any business at the meeting and does not thereafter vote for or assent to the action taken at such meeting. Neither the business to be transacted nor the purpose of any meeting of the Board need be specified in the notice or waiver of notice of such meeting.

SECTION 13. Quorum. A quorum for the transaction of business at any meeting of the Board is established by the presence in person or by proxy of a majority of the Board then in office. Once a quorum has been established, withdrawal of any director shall not prevent the further transaction of business at that meeting. In the absence of a quorum, a majority of directors present may adjourn the meeting without further notice to any absent director, other than the announcement at the meeting, until such time as a quorum can be attained.

SECTION 14. Manner of Acting. If a quorum is present, the affirmative vote of a majority of directors present shall be the act of the Board, unless a greater number is required by the Articles of Incorporation, these Bylaws or any applicable laws.

SECTION 15. Proxies. At any meeting of the Board, a director entitled to vote may vote by proxy provided by the director or by his or her duly authorized attorney-in-fact. A proxy appointment is effective when received by the Secretary of the Corporation and is valid for one (1) month unless a different period is expressly stated in the proxy appointment form.

SECTION 16. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action, is signed by all of the directors or committee members, as applicable, entitled to vote upon such action at a meeting and the written consent or consents are filed with the minutes of the proceeding of the Board or committee. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the directors or committee members, as applicable.

ARTICLE V

OFFICERS

SECTION 1. Designation of Titles. The officers of the Corporation shall consist of a President, Vice Presidents, Treasurer and Secretary, and such other officers and assistant officers, as the Board may deem necessary or desirable. Unless the Articles of Incorporation or these Bylaws provide otherwise, one person may hold any number of offices at the same time. Compensation for officers is addressed in Article VII, Section 1.

SECTION 2. Election and Term of Office. The Board shall elect from among its members the officers of the Corporation at the annual meeting of the Board. Each officer shall serve for a one (1) year term and until such officer’s successor is elected and qualified, or the officer is re-elected, or the expiration of the officer’s Board membership, or the officer’s earlier death, resignation or removal. Each officer may serve unlimited successive terms.

SECTION 3. Additional or Assistant Officers. The Board may appoint such additional or assistant officers as the Board may deem necessary or desirable, including one or more additional vice presidents, one or more assistant treasurers and one or more assistant secretaries, each of whom shall hold office for such period and have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. The Board may delegate to any officer or to any committee the power to appoint any such additional or assistant officers. Notwithstanding the foregoing, no assistant treasurer shall have the power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.

SECTION 4. Removal. Any officer may be removed by the Board, with or without cause, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not in itself create contract rights.

SECTION 5. Vacancies. A vacancy in any office because of death, resignation, removal or any other cause shall be filled by the Board for the unexpired portion of the term.

SECTION 6. President. The President shall preside at all meetings of the Board and Executive Committee, shall appoint the chairpersons of the other Board committees, subject to Board approval, shall be the chief executive officer of the Corporation and, subject to the control of the Board, shall exercise general supervision and control of all of the business and affairs of the day-to-day operations of the Corporation and shall perform such other duties, not inconsistent with these Bylaws, as the Board may from time to time prescribe.

SECTION 7. Senior Vice President. At the request of the President, or in the event of the President’s absence, disability, or refusal to act, the Senior Vice President shall perform all of the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Senior Vice President shall have such other powers and perform such duties as the Board may from time to time prescribe, subject to the control of the Board.

SECTION 8. Secretary. The Secretary (or one or more assistant secretaries, as the Board may determine) shall: (a) keep the minutes of all meetings of the Board; (b) keep an accurate list of Board members and their attendance at meetings of the Board; (c) give notice as provided in the Bylaws of all Board meetings; (d) have charge of the books, records and papers of the Corporation relating to its organization as a corporation; (e) maintain all historical records of the Corporation’s activities; (1) have responsibility for authenticating records of the Corporation; and (g) shall see that the reports, statements and other documents required by law are properly kept or filed. In general, the Secretary shall perform all duties incident to the office of the Secretary and such other duties, not inconsistent with these Bylaws, as the Board may from time to time prescribe, subject to the control of the Board.

SECTION 9. Treasurer. The Treasurer (or one or more assistant treasurers, as the Board may determine) shall: (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation and all monies collected from fund-raisers and miscellaneous activities; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; (c) deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board; and (d) disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements. In general, the Treasurer shall perform all duties incident to the office of the Treasurer and such other duties, not inconsistent with these Bylaws, as the Board may from time to time prescribe, subject to the control of the Board.

SECTION 10. Employees. The Board may establish such positions of employment as it deems desirable from time to time and shall fix the compensation for such positions. Subject to the control and direction of the Board, the President shall hire and discharge employees necessary for the proper conduct of the business of the Corporation.

ARTICLE VI

COMMITTEES OF THE BOARD

SECTION 1. Designation of Committees. In addition to the committees set forth in these Bylaws, the Board may create one or more additional standing or special committees of the Board to assist the Board in directing the business of the Corporation and appoint members of the Board to serve on them. Each such committee shall have only the authority granted to it by the Board. The Board, with or without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the delegation thereto of any authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law. Committee members shall be appointed by the Board from among the directors. Each committee member shall serve at the pleasure of the Board, or until his or her earlier death or resignation. All committees are to report promptly and regularly to the Board and to take only such actions as are authorized in these Bylaws or by the Board. Except as otherwise provided herein, the provisions contained in these Bylaws concerning meetings of the Board, Board action without meetings and notice, waiver of notice by members of the Board, and Board quorum and voting requirements shall also apply to each committee of the Board. Without limiting the foregoing, each committee of the Board may adopt rules for its own governance that are not inconsistent with these Bylaws, the rules adopted by the Board or any applicable law.

SECTION 2. Committee Chairpersons. For each committee other than the Executive Committee, the President, with the approval of the Board, shall appoint one committee member to be the chairperson of the committee until the next annual meeting of the Board and his or her successor is appointed, or until his or her earlier death, resignation or removal. Committee chairpersons may serve unlimited successive terms.

SECTION 3. Vacancies. Vacancies in the membership of any committee may be filled by the Board in its discretion.

SECTION 4. Executive Committee. The Corporation shall have an Executive Committee, which shall consist of the President, Senior Vice President, Treasurer and Secretary, and such other directors, if any, who are nominated by the Executive Committee and elected by the Board to serve on the Executive Committee. Each member of the Executive Committee that is elected to the Executive Committee shall serve for a one (1) year term until such committee member’s successor has been elected and qualified, or the committee member’s earlier death, resignation or removal. The President shall be the chairperson of the Executive Committee. To the extent permitted by law, the Executive Committee shall have and may exercise all the authority of the Board, except that the Executive Committee may not exercise any authority of the Board to (a) authorize distributions; (b) fill vacancies on the Board or on any committee of the Board; (c) adopt, amend or repeal the Bylaws; or (d) fix the compensation of directors for serving on the Board or any committee thereof. During the intervals between meetings of the Board, the Executive Committee shall, subject to the foregoing limitations, possess and may exercise all the powers and functions of the Board in the management and direction of the affairs of the Corporation in all cases in which specific direction shall not have been given by the Board. All actions by the Executive Committee shall be reported to the Board at its next meeting succeeding such action. Regular minutes of the proceedings of the Executive Committee shall be kept. A majority of the members of the Executive Committee in office at the time shall be necessary to constitute a quorum and in every case an affirmative vote of a majority of the members of the Executive Committee present at a meeting at which a quorum exists shall be necessary for the taking of any action. The Executive Committee shall fix and establish its own rules of procedure, provided that such rules are not inconsistent with these Bylaws, the rules adopted by the Board or any applicable law, and shall meet as provided by such rules and shall also meet at the call of the President or a majority of the Executive Committee.

ARTICLE VII

COMPENSATION AND RESIGNATIONS

SECTION 1. Fees and Compensation. No director shall receive any compensation for his or her services in that capacity, except that necessary and reasonable out-of-pocket expenses for attendance at Board meetings or for other activities undertaken with the authorization of the Corporation may be paid or reimbursed. Nothing herein shall preclude a director from receiving compensation in a reasonable amount, as determined by the Board, for services rendered to or for the benefit of the Corporation in a capacity other than as a director. Compensation for officers, agents and employees shall be determined from time to time by the Board.

SECTION 2. Reimbursements. Any payments made to a director pursuant to Section 1 of this Article or to any officer, agent or employee of the Corporation, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service shall be reimbursed by the director, officer, agent or employee of the Corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the director, officer, agent or employee, subject to the determination of the Board, proportionate amounts may be withheld from his or her future compensation payments until the amount owed the Corporation has been recovered.

SECTION 3. Resignations. Any director, officer or committee member may resign at any time by giving notice of his or her resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of the receipt thereof, and, unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE VIII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

SECTION 1. Contracts. The Board may authorize any officer(s) or agent(s) of the Corporation, in addition to the officers that may be so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Checks and Drafts. All checks, drafts or orders for payment of money, or notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s) or agent(s) of the Corporation and in such manner as the Board shall, by resolution, from time to time determine. In the absence of such determination by the Board, such instruments shall be signed by the President.

SECTION 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may select.

SECTION 4. Loans. No loans shall be made by or to the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. The Corporation shall not lend money to or use its credit to assist its directors or officers, whether or not employees. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until repaid.

SECTION 5. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE IX

VOTING UPON SHARES OF OTHER CORPORATIONS

Unless otherwise ordered by the Board, the President shall have full power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of shareholders of any corporation in which the Corporation may hold shares and at any such meeting, he or she may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.

ARTICLE X

CONFLICTS OF INTEREST

SECTION 1. Conflict-of-Interest Transactions.

(a)

No contract or other transaction between the Corporation and its directors, or persons related to them, or between the Corporation and any other corporation, firm, association or entity in which its directors, or persons related to them, are members, directors or trustees, officers, general partners, agents or employees, or are otherwise financially interested shall be either void or voidable because of such relationship or interest (collectively, a “Conflicting Interest”), or because the director is present or votes at the meeting of the Board or of the committee of the Board that authorizes, approves or ratifies such contract or transaction, if any of the following apply:

(i)

The fact and nature of such Conflicting Interest and all material facts known by the director concerning the contract or transaction are disclosed or known to the Board that authorizes, approves or ratifies the contract or transaction by the affirmative vote or consent of a majority, but at least two (2), of the directors who do not have a Conflicting Interest with respect to the contract or transaction and who do not have a familial, financial, professional or employment relationship with a director who has such a Conflicting Interest;

(ii)

The fact and nature of such Conflicting Interest and all material facts known by the director concerning the contract or transaction is disclosed or known to a duly empowered committee of the Board that authorizes, approves or ratifies the contract or transaction, and the membership of the committee does not include any director who has a Conflicting Interest, or the members of such committee are appointed by a majority of the directors of the Board who do not have a Conflicting Interest; or

(iii) The contract or transaction is fair and reasonable to the Corporation at the time the contract or transaction is authorized, approved or ratified in light of the circumstances known to those entitled to vote on the matter at that time.

(b)

A director who is not a party, nor related to a party, to the contract or transaction with respect to which the director has a Conflicting Interest, and who is unable to disclose all material facts concerning such Conflicting Interest because of a duty of confidentiality, may meet the requirements of paragraphs (a)(i) or (a)(ii) above by disclosing, prior to a vote on the contract or transaction, the fact and nature of the Conflicting Interest, informing the Board of his or her duty of confidentiality and the limitations imposed thereby, and by not, directly or indirectly, voting or participating in deliberations of the Board.

SECTION 2. Quorum. A majority, but at least two (2), of all of the directors who do not have a Conflicting Interest with respect to the contract or transaction, and who do not have a familial, financial, professional or employment relationship with a director or officer who has such a Conflicting Interest, shall constitute a quorum at a meeting of the Board or committee of the Board that authorizes, approves or ratifies a contract or transaction.

SECTION 3. Conformity with the Act. This Article is intended to be in conformity with the applicable provisions of the Arizona Nonprofit Corporation Act and shall be no more restrictively applied than those provisions.

ARTICLE XI

INDEMNIFICATION

SECTION 1. Indemnification. The Corporation shall indemnify its current or former directors and officers, and its employees and agents against expenses incurred in actions by third parties or by or in right of the Corporation to the full extent permitted and as provided by applicable laws.

SECTION 2. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director or trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by the person, in such capacity or arising from the person’s status as a director, officer, employee or agent of the Corporation, whether or not the Corporation would have the power to indemnify the person against such liability under this Article of these Bylaws.

ARTICLE XII

EXEMPT ACTIVITIES

Notwithstanding any other provision of these Bylaws, no director, officer, employee or agent of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization described in Section 501(c)(3) of the Code or an organization contributions to which are deductible under Section I 70(c)(2) of the Code. In no event shall the Corporation, as any substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation, except as is otherwise provided in Section 501(h) of the Code. Nor shall the Corporation participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

ARTICLE XIII

NO PRIVATE INUREMENT

No member, director, officer, employee or other person connected with the Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services rendered to or for the Corporation in effecting any of its charitable purposes or reimbursement for necessary and reasonable out-of-pocket expenses, provided that such compensation and reimbursement is otherwise permitted by these Bylaws and is established by the Board. No such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. Upon such dissolution or winding up of the affairs of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, either dispose of all of the assets of the Corporation exclusively for one or more exempt purposes, within the meaning of Section 501(c)(3) of the Code or distribute the assets to one or more organizations that shall then qualify as exempt organizations under Section 501 (c)(3) of the Code. Any such assets not so disposed of or distributed shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for charitable, scientific or educational purposes within the meaning of Section 501 (c)(3) of the Code or to such organizations as said court shall determine are organized and operated exclusively for such purposes.

ARTICLE XIV

TYL INC. RULES AND REGULATIONS

SECTION 1.

GRIEVANCE AND DISCIPLINARY PROCEEDINGS

(a)

Grievance Statements. Any person or organization alleging that he, she or it has been aggrieved in any matter within the jurisdiction of the TYL INC. league may, within four (4) days of the occurrence of the incident or of obtaining knowledge of the incident on which such alleged grievance is based, submit to the President of TYL INC. a written grievance statement. This statement shall specify the person or organization responsible for the alleged grievance, the nature of the grievance and the relief desired. An extension of the time to file such statement may be granted by the President in his/her sole discretion. In the event the President is a party to a grievance, the Secretary of TYL,INC. shall fulfill the President’s responsibilities as described herein. If the Secretary and President are both parties to the grievance, it shall be considered by the entire TYL INC. Board. Additionally, in such circumstances, the Board, rather than the President or Secretary, shall appoint a Review Board as described in subsection (b) of this Section 1. In the event the President and Secretary are removed from the process, the Review Board shall report directly to the Board and not to the President.

(b)

Referral to a Review Board. Any grievance statement arising from a determination by any TYL INC. officer or committee shall be referred to the Board-as-a whole, for handling and final determination, and subsections (c) through (g) of this Rule shall not apply. In all other cases, the President or the Board, as applicable, shall commence a proceeding by appointing, within three (3) days of receiving the statement of grievance, a Review Board of at least three (3) persons to whom the matter shall be referred.

(c)

Preliminary Action by Review Board. If the Review Board determines that no reasonable grounds for a grievance exist, it shall, within three (3) days, make a written decision stating the grounds for its decision and shall deliver copies to the President or the Board, as applicable, and the party alleging the grievance.

(d)

Delivery of the State of Grievance: Right to Reply. If the Review Board determines that there are reasonable grounds for such grievance, it shall deliver a copy of the statement of such grievance to the person or organization allegedly responsible for such grievance. Such person or organization shall have seven (7) days in which to reply. An extension of the time to file such statement may be granted by the Review Board in its sole discretion. The reply shall be in writing and shall be delivered to the Review Board at the address specified by it and to the party alleging the grievance.

(e)

Mediation by Review Board; Setting Time and Place for Hearing. The Review Board shall then attempt to settle the grievance by mediation. If the attempt to mediate is unsuccessful, the Review Board shall set a place, date, and time for the hearing that is reasonably convenient for all parties. The hearing must be conducted as provided in subsection (f) of this Section 1. Cost of mediation, if any, shall be borne equally by the parties.

(f)

Hearing by Review Board: Findings and Decisions. At the hearing, each party and the Review Board shall be entitled to call witnesses, whose testimony may be taken under oath as determined by the Review Board, produce evidence, and submit memoranda supporting his, her, or its position and shall be entitled to be represented by counsel. Stenographic minutes may be taken, the cost of which shall be borne equally by the party alleging the grievance and the party alleged to have committed the grievance, and otherwise, as assessed by the Review Board. Within five (5) days after the conclusion of the hearing any party wishing to do so may deliver a further written statement to the Review Board. The Review Board shall then make written findings of fact which shall be final and make a written decision which shall include grounds for the decision and recommended relief or disciplinary action, if any. It shall deliver a copy of its findings of fact and decision to the President or the Board, as applicable, and to each party.

(g)

Disciplinary Action. In the event relief or disciplinary action is recommended by the Review Board, the President or the Board’s designee, as applicable, shall make copies of the written findings and decision of the Review Board and distribute them to the Executive Committee of TYL INC.. The Executive Committee shall either affirm, amend, or remand the recommended relief or disciplinary action to the Review Board for further consideration and shall make a written decision which shall state the grounds for the decision. Copies of its decision shall be delivered to the parties and the Review Board. In the event relief or disciplinary action is to be taken, copies of the findings of fact and decision of the Review Board and the decision of the Executive Committee shall be distributed to all members of the TYL INC. Board and other parties affected by the relief or disciplinary action.

SECTION 2. INSURANCE

All players, coaches, referees and league officials shall, by virtue of membership in USL, have adequate insurance in order to serve in any capacity within the league. Additionally, all fields used by the TYL INC. during the course of the season must have insurance certificates issued, naming the particular city, parks and recreation division or other entity as a named additional insured. Such insurance (for both fields and the individuals referenced above) is generally offered by a USL affiliate insurance agency.

Schools that provide their own insurance are exempt from this requirement as it relates to its players, coaches and field usage, subject to providing TYL INC. proof of insurance.

Each participating organization’s board of directors, if any, shall have D & 0 insurance coverage in the amount of $1,000,000, as provided by USL and/or its insurance agent.

SECTION 3. USL MEMBERSHIP

All associates of USL (coaches, assistant coaches, players, referees) must join USL in their respective category. If it is discovered that a coach or player was not properly enrolled in USL at the time of the game in question, then that team shall forfeit that game (or games) and the coach or player must discontinue all activities of the TYL INC. until the insurance is brought current. Referees discovered to be in violation shall forfeit compensation for any games where they were not properly insured. All parties may be reinstated by merely obtaining the proper insurance.

ARTICLE XV

FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board.

ARTICLE XVI
REPEAL, ALTERATION OR AMENDMENT

The Board, by the affirmative vote of two-thirds (2/3) of all the directors then in office, may repeal, alter or amend these Bylaws or adopt substitute Bylaws at any time, except that the league Rules and Regulations, may be altered or amended by the affirmative vote of a majority of all the directors then in office.

ARTICLE XVII

PARLIAMENTARY RULES

The latest edition of Robert’s Rules of Order shall govern the Corporation in all cases in which they are applicable and not inconsistent with the Articles of Incorporation, these Bylaws or applicable laws.

The Board of Directors of the Tucson Youth Lacrosse, Inc. duly approved and adopted these Rules and Regulations, effective as of September 1st 2010

Daniel C. May

Daniel C. May, President

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BYLAWS

TUCSON YOUTH LACROSSE, Inc.

As of September 1st , 2010

Table of Contents

Page

ARTICLE I GENERAL PROVISIONS 1

SECTION 1 Name 1
SECTION 2

Arizona Office 1

SECTION 3

Other Offices 1

SECTION 4

Corporate Seal 1

ARTICLE II STATEMENT OF PURPOSE 1

ARTICLE III MEMBERSHIP, PARTICIPATING ORGANIZATIONS 2

SECTION 1 Member Corporation 2

SECTION 2

Stock 2

SECTION 3

Participating Organizations 2

ARTICLE IV BOARD OF DIRECTORS 2

SECTION 1

Powers 2

SECTION 2

Number 2

SECTION 3

Election and Term of Directors 2

SECTION 4

Voting Rights 2

SECTION 5

Removal 2

SECTION 6

Vacancies 3

SECTION 7

Regular Meetings 3

SECTION 8

Annual Meeting 3

SECTION 9

Special Meetings 3

SECTION 10 Place of Meetings 3

SECTION 11 Notice 3

SECTION 12 Waiver of Notice 3

SECTION 13 Quorum 4

SECTION 14 Manner of Acting 4

SECTION 15 Proxies

SECTION 16 Action Without a Meeting 4

ARTICLE V OFFICERS 4

SECTION 1

Designation of Titles 4

SECTION 2

Election and Term of Office 5

SECTION 3

Additional or Assistant Officers 5

SECTION 4

Removal 5

SECTION 5

Vacancies

SECTION 6

President

SECTION 7 Senior Vice President

SECTION 8

Secretary

SECTION 9

Treasurer 6

SECTION 10 Employees 6

ARTICLE VI COMMITTEES OF THE BOARD 6

SECTION 1

Designation of Committees 6
SECTION 2

Committee Chairpersons

SECTION 3

Vacancies 7

SECTION 4

Executive Committee

ARTICLE VII COMPENSATION AND RESIGNATIONS 8

SECTION 1

Fees and Compensation

SECTION 2

Reimbursements

SECTION 3

Resignations

ARTICLE VIII CONTRACTS, CHECKS, DEPOSITS AND FUNDS 8

SECTION 1

Contracts

SECTION 2

Checks and Drafts

SECTION 3

Deposits

SECTION 4

Loans

SECTION 5

Gifts

ARTICLE IX VOTING UPON SHARES OF OTHER CORPORATIONS 9

ARTICLE X CONFLICTS OF INTEREST 9

SECTION 1

Conflict-of-Interest Transactions 9

SECTION 2

Quorum

SECTION 3

Conformity with the Act

ARTICLE XI INDEMNIFICATION 11

SECTION 1

Indemnification

SECTION 2

Insurance

ARTICLE XII EXEMPT ACTIVITIES 11

ARTICLE XIII NO PRIVATE INUREMENT

ARTICLE XIV TYL INC. RULES AND REGULATIONS

ARTICLE XV FISCAL YEAR

ARTICLE XVI REPEAL, ALTERATION OR AMENDMENT 15

ARTICLE XVII PARLIAMENTARY RULES 15