BYLAWS

PINELLAS SOCCER OFFICIALS ASSOCIATION, INC.

All of these Bylaws are subject to contrary provisions, if any, of the Corporation's Articles of Incorporation, of the Florida Not For Profit Corporation Act and of other applicable law.

ARTICLE ONE - Offices

1.1 Registered Office and Agent The Corporation will maintain a registered office and will have a registered agent whose business office is identical with such registered office.

1.2 Other Offices. In addition to its registered office, the Corporation may have offices at such other place or places, within or without the State of Florida as the Board of Trustees may from time to time appoint or as the business of the Corporation may require or make desirable.

ARTICLE TWO - Members

2.1 Members. The members of the Board of Trustees of the Corporation shall constitute the initial members of the Corporation.

ARTICLE THREE - The Board of Trustees

3.1 General Powers. The business and affairs of the Corporation will be managed by the Board of Trustees. In addition to the powers and authority expressly conferred upon it by these Bylaws, the Board of Trustees may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited lay law, by the Articles of Incorporation or by these Bylaws.

3.2 Number, Election and Term of Office. The number of Trustees of the Corporation will be a minimum of three (3). The initial Board of Trustees shall be Paul Larson, John Ferry, and Rick Masi. Subsequent to the initially named Board of Trustees, all Trustees shall be selected by the members of the Corporation at the last corporate meeting of each fiscal year. The number of Trustees may be decreased (if there are more than three Trustees) or increased from time to time by the Board of Trustees by amendment of this bylaw, but no decrease will have the effect of shortening the term of an incumbent Trustee. Each Trustee, except in the case of death, resignation, retirement, disqualification, or removal, will serve until the next succeeding meeting at which Trustees are elected and thereafter until his or her successor has been elected and has qualified.

3.3 Removal. Any Trustee may be removed, with or without cause, by the act of the Board at any meeting of the Board of Trustees.

3.4 Vacancies. A vacancy occurring in the Board of Trustees, including vacancies occurring by reason of an increase in the number of Trustees or by the removal of a Trustee, may be filled by the vote of a majority of the Trustees remaining in office.

3.5 Compensation. Trustees may receive such compensation for their services as Trustees as may from time to time be fixed by vote of the Board of Trustees. A Trustee may also serve the Corporation in a capacity other than that of Trustee and receive compensation, as determined by the Board of Trustees, for services rendered in such other capacity. All compensation of any kind to Trustees is conditioned on the Corporation's status as a Florida not-for-profit corporation as provided in the Articles of Incorporation not being affected adversely thereby.

3.6 Committees of the Board of Trustees. The Board of Trustees, by resolution adopted in accordance with Article Four herein, may designate from among its members an executive committee and one or more other standing or ad hoc committees, each consisting of two or more Trustees. Except as prohibited by law, each committee will have the authority and members as set forth in the resolution establishing such committee.

3.7 Advisory Committee. The Board of Trustees may establish one or more advisory committees, comprised of persons designated by the Board who are not Trustees of the Corporation, to provide such advice and assistance to the Corporation on an informal and non-binding basis as the Board may determine to be in the best interest of the Corporation. Members of any advisory committee shall serve at the pleasure of the Board of Trustees.

ARTICLE FOUR - Meetings of the Board of Trustees

4.1 Regular Meetings. Regular meetings of the Board of Trustees will be held on the schedule established by the Board of Trustees.

4.2 Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President or by any two Trustees in office at that time.

4.3 Place of Meetings. Trustees may hold their meetings at any place within or without the State of Florida as the Board of Trustees may from time to time establish for regular meetings, or as set forth in the notice of special meetings or (if such notice does not set forth a meeting place) at the office of the Corporation.

4.4 Notice of Meetings. No notice will be required for any scheduled regular meeting of the Board of Trustees. Unless waived as provided in Section 5.2, if a special meeting has been called pursuant to Section 4.2, any Trustee will give notice to each Trustee of the special meeting stating the date, time and place of the meeting. Such notice will be given either (a) by mailing a notice of the meeting not later than the fifth business day immediately preceding the date of the meeting, or (b) by telephone, telegram, cablegram, telecommunication, teletype, facsimile transmission or personal delivery not later than the second business day immediately preceding the date of the meeting.

4.5 Quorum. A total of two (2) Trustees will constitute a quorum for the transaction of business at meetings of the Board of Trustees. If a quorum is not present at any meeting of the Trustees, the Trustees present may adjourn the meeting from time to time until a quorum will be present, without notice of the time and place that the meeting will be reconvened other than announcement at the adjourned meeting.

4.6 Vote Required for Action. The vote of a majority of the Trustees present and voting at the time of the vote, if a quorum is present at the time, will be the act of the Board of Trustees, unless the vote of a greater number is required by the Florida Not For Profit Corporation Act, the Articles of Incorporation or these Bylaws.

4.7 Participation by Conference Telephone. Members of the Board of Trustees, or members of any committee designated by the Board of Trustees, may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 4.7 will constitute presence in person at such meeting.

4.8 Action by Trustees Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Trustees or any action that may be taken at a meeting of a committee of Trustees may be taken without a meeting if a written consent, setting forth the action so taken, will be signed by all the Trustees, or all the members of the committee, as the case may be, and filed with the Minutes of the proceedings of the Board or committee. Such consent will have the same force and effect as a unanimous vote of the Board of Trustees or the committee.

4.9 Adjournments. A meeting of the Board of Trustees, whether or not a quorum is present, may be adjourned by a majority of the Trustees present to reconvene at a specific time and place. It will not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting that was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting that was adjourned.

ARTICLE FIVE - Notice of Waiver

5.1 Procedure. Whenever these Bylaws require notice to be given to any Trustee, the notice will be given as prescribed in Section 4.4. Whenever notice is given to a Trustee by mail, the notice will be sent first class mail by depositing the notice in a post office or letter box in a postage prepaid sealed envelope addressed to the Trustee at his address as it appears on the books of the Corporation, and such notice will be deemed to have been given at the time it is deposited in the mail. Notice will be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency.

5.2 Waiver. Notwithstanding Section 4.4, notice of a meeting need not be given to any person who signs a waiver of notice either before or after the meeting. Attendance at a meeting will constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which the meeting has been called or convened, except where the person states, At the beginning of the meeting, any such objection or objections to the transaction of business.

ARTICLE SIX - Officers

6.1 Officers; Election. The officers of the Corporation will be a President, a Secretary and a Treasurer, each of whom will be elected or appointed by the Board of Trustees. The Board of Trustees may also elect or appoint a Chairman of the Board from among its members. The Board of Trustees or the President may from time to time create and establish the duties of other officers and elect or appoint other officers as it or he deems necessary for the efficient management of the Corporation, including one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. Any two or more offices may be held by the same person, except the offices of President and Secretary.

6.2 Term. Each officer will serve at the will of the Board of Trustees (or the President, if the President appointed such officer) and until his successor has been elected and has qualified or until their earlier death, resignation, removal, retirement or disqualification; provided, however, that no officer will serve more than three (3) years without being reelected or reappointed pursuant to Section 6.1 of these Bylaws.

6.3 Compensation. The compensation of all officers of the Corporation will be fixed by the Board of Trustees or by a committee appointed by the Board of Trustees. Officers may serve without compensation. All compensation of any kind to officers is conditioned on the Corporation's status as a Florida not-for-profit corporation as provided in the Articles of incorporation not being affected adversely thereby. The Board of Trustees shall have the right to set and establish the policy for the reimbursement of reasonable and necessary expenses of the members of the Board of Trustees or the officers of the Corporation for expenses incurred in connection with the purpose for which the Not-For-Profit Corporation has been established and of which said expenses shall be subject to the control, review, and approval of the Board of Trustees of the Corporation.

6.4 Removal. Any officer, including the President, (regardless of how elected or appointed) may be removed by the Board of Trustees whenever in its judgment the best interests of the Corporation will be served thereby; and any officer appointed by the President may be removed by the President whenever in his judgment the best interests of the Corporation will be served thereby.

6.5 Chairman of the Board. The Chairman of the Board (if elected or appointed) will call to order meetings of the Board of Trustees, and will act as chairman of such meetings. The Chairman of the Board will perform such other duties and have such other authority as may from time to time be delegated by the Board of Trustees. In the absence of the Chairman, the President shall have and exercise the Chairman's duties and authority as set out herein or as delegated by the Board of Trustees.

6.6 President. The President will be the chief executive officer of the Corporation and will have general supervision of the business of the Corporation. The President will see that all orders and resolutions of the Board of Trustees are carried into effect, and perform the duties and exercise the powers, whether such duties and powers are specified in these Bylaws or otherwise, as may from time, to time be delegated by the Board of Trustees.

6.7 Secretary The Secretary will be responsible for keeping accurate records of the acts and proceedings of all meetings of Trustees and committees of Trustees. The Secretary will have authority to give all notices required by law or these Bylaws. The Secretary will be responsible for the custody of the corporate books, records, contracts and other documents. The Secretary may affix the corporate seal to any lawfully executed documents requiring it and will sign such instruments as may require the Secretary's signature. The Secretary will perform such other duties and have such other authority as may from time to time be delegated by the Board of Trustees or the President.

6.8 Treasurer. The Treasurer will be responsible for the custody of all funds and securities belonging to the Corporation and for the receipt, deposit or disbursement of such funds and securities under the direction of the Board of Trustees. The Treasurer will cause full and true accounts of all receipts and disbursements to be maintained and will make such reports of the same to the Board of Trustees and President upon request. The Treasurer will perform such other duties and have such other authority as may from time to time be delegated by the Board of Trustees or the President.

6.9 Assistant Secretary-and Assistant Treasurers. The Board of Trustees- and the President each may appoint one or more persons to 'serve as Assistant Secretary or Assistant Treasurer, or both. The Assistant Secretary and Assistant Treasurer (of if there be more than one of either such officer, the one so designated by the Board of Trustees or the President) will, in the absence or disability, or at the direction, of the Secretary or the Treasurer, respectively, perform the duties and exercise the authority of those offices. Each Assistant Secretary may affix the corporate seal to all necessary documents and attest the signature of any officer of the Corporation. Each Assistant Secretary and Assistant Treasurer will perform such other duties and have such other authority as may from time to time be delegated by the Board of Trustees or the President.

6.10 Bonds. The Board of Trustees may by resolution require any or all of the officers, agents or employees of the Corporation to give bonds to the Corporation, with sufficient surety or sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time be- required of Trustees.

ARTICLE SEVEN - Indemnification

7.1 For purposes of this Article Seven, the following terms shall have the meanings hereafter ascribed to them:

· "Agent" includes a volunteer;

· "Corporation" includes, as the context may require, the Pinellas Soccer officials Association, Inc., any resulting Corporation absorbed in a consolidation or merger, so that any person who is or was a Trustee, officer, employee, or Agent of such Corporation, or is or was serving as the request of such Corporation as a Trustee, officer, employee, or Agent is in the same position with respect to the resulting or surviving Corporation as he would have with respect to such Corporation if its separate existence had continued.

· "Expenses" include, without limitation, all costs, expenses, attorneys' fees, and paralegal expenses incurred by Trustee, or officer or their agents in, for or related to the Proceeding or in connection with investigating, preparing to defend, defending, being a witness in or participating in the Proceeding, including such costs, expenses, attorneys' fees and paralegal expenses incurred on appeal. Such attorneys' fees shall include without limitation, (a) attorneys' fees incurred by the Trustee, or officer or their agents in any and all judicial or administrative proceedings," including appellate proceedings, arising out of or related to the Proceedings; (b) attorneys, fees incurred in order to interpret, analyze or evaluate that person's rights and remedies in the Proceedings or under any contracts or obligations which are the subject of such Proceeding; and (c) attorneys' fees to negotiate with counsel for any claimants, regardless of whether formal legal action is taken against him.

· "Liability” includes obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed to any employee benefit plan), and Expenses actually and reasonably incurred with respect to a Proceeding;

· "Not Opposed to the Best Interest of the Corporation" describes the actions of a person who acts in good faith and in a manner he reasonably believes to be in the best interests of Corporation;

· "Proceeding" includes any threatened, pending, or completed action, suit, or other type of proceeding whether, civil, criminal, administrative, or investigative whether formal or informal to which the person is a party by reason of the fact that he is or was a Trustee, [or] officer [or Agent] of the Corporation or is now or was Serving at the Request of the Corporation;

· Serving at the Request of the Corporation" includes any service as a Trustee,, officer, or Agent of the Corporation that imposes duties on such persons;

7.2 The Corporation shall indemnify to the fullest extent permitted by law, and shall advance Expenses therefore, to any Trustee, or officer or their agents who was or is a party to any Proceeding, against Liability incurred in connection with such Proceeding, including any appeal thereof; provided, however, that no indemnification under this Section 7.2 shall be made

A. if a judgment or other final adjudication establishes that the person's actions or omissions to act were material to the cause of action adjudicated and such actions or omissions constitute:

1. A violation of the criminal law, unless the Trustee, or officer or their agents had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;

2. A transaction from which the Trustee, or officer or their Agents derived an improper personal benefit;

3. In the case of a Trustee, a circumstance under which the Liability provisions of Fla. Stat. S 607.0285 are applicable; or

4. Willful misconduct or a conscious disregard for the best' interests of the Corporation in a Proceeding by or in the right of the Corporation to procure a judgment in its favor in a Proceeding by or in the right of a shareholder.

B. unless authorized in the specific case:

(1) By a Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such Proceeding;

(2) If such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Trustees (in which Trustees who are parties may participate) consisting solely of two or more Trustees not at the time parties to the Proceeding;

(3) By independent legal counsel:

· Selected by the Board of Trustees prescribed in paragraph B.(I) or the committee prescribed in paragraph B.(2); or

· If a quorum of the Trustees cannot be obtained for paragraph B. (1) and the committee cannot be designated under paragraph B.(2) selected by majority vote of the full Board of Trustees (in which Trustees who are parties may participate); or

(4) By the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such Proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such Proceeding.

C. upon a determination that:

(1) in a Proceeding other than an action by, or in the right of, the Corporation, the person acted in good faith and in a manner he reasonably believed to be in, or Not Opposed to, the Best Interests of the Corporation-and, with respect to any criminal, action or Proceeding, had no reasonable cause to believe his conduct was unlawful.

(2) in a Proceeding by, or in the right of , the Corporation to procure a judgment in its favor, the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation; provided, further, that the parties described in sections 7.2B. (1) - (4) shall not authorize any indemnification in such a Proceeding if the person has been adjudged to be liable therein. The foregoing proviso shall not preclude or limit indemnification under the mandatory indemnification provision of section 7.2 or as directed by the court pursuant to section 7.4.

(3) For purposes of making the determinations set forth in C.(l) and C.(2) above, the fact that a Proceeding was terminated by a judgment, order, settlement or conviction or upon a plea of nolo contenders or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or Not Opposed to, the Best Interests of the Corporation or, with respect to any criminal action or Proceeding, that the person had reasonable cause to believe that his conduct was unlawful.

7.3 In all events, and notwithstanding the conditions and qualifications set forth in Section 7.2 above, the Corporation shall indemnify a director, or officer or Agent who has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue, or matter therein, against Expenses actually and reasonably incurred by him in connection there with.

7.4 Notwithstanding the failure of the Corporation to provide indemnification due to a failure to satisfy the conditions of section 7.2A. (l)-(4), and despite any contrary determination of the board or of the shareholders in the specific case, a Trustee, [or] officer [or Agent] of the Corporation who is or was a party to a Proceeding may apply for indemnification or advancement of Expenses, or both, to the court conducting the Proceeding, to the circuit court, or to another court of competent jurisdiction, and such court may order indemnification and advancement of Expenses, including Expenses incurred in seeking court-ordered indemnification or advancement of Expenses, it determines that:

(a) The Trustee, or officer or Agent is entitled to mandatory. indemnification under section 7.3, in which case the court shall also order the Corporation to pay such person reasonable Expenses incurred in obtaining court-ordered indemnification or advancement of Expenses;

(b) The Trustee, or officer or Agent is entitled to indemnification or advancement of- Expenses, or both, under section7.2; or

(c) The Trustee, [or] officer or Agent is fairly and reasonably entitled to indemnification or advancement of Expenses, or both, in view of all the relevant circumstances, regardless of whether such person met the standards of conduct- set forth in section 7.2A.(l)-(4) or section 7.2B.(I)-(4).

7.5 If a judgment or other final adjudication establishes that the person's actions or omissions to act were material to the cause of action adjudicated and such actions or omissions constitute a violation of the standards set forth in section7.2A.(l)-(4), then the Corporation shall cause one or more of the meetings described 'in section 7.2B.(I)-(4) to be held for the purpose of determining and authorizing indemnification.

7.6 Expenses incurred by an officer or Trustee in defending a civil or criminal Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such Trustee or officer to repay such amount if he is ultimately found not to be entitled to indemnification by the Corporation pursuant to this Article. [Expenses incurred by other Agents may be paid in advance upon such terms or conditions that the Board of Trustees deems appropriate.]

7.7 The Corporation shall, within 30 days of request by an officer or Trustee, advance him an amount equal to the expenses actually and reasonably incurred by him in defending a civil or criminal Proceeding. Prior to advancing any expenses hereunder, the Corporation shall have received from the officer or Trustee, or some person on his behalf, an undertaking to repay such amount if-he is ultimately found not to be entitled to indemnification by the Corporation pursuant to this [Expenses incurred by other Agents may be paid in advance upon such terms or conditions that the Board of Trustees deems appropriate.]

7.8 Indemnification and advancement of Expenses as provided in this Article shall continue as, unless otherwise provided when such indemnification and advancement of Expenses was authorized or ratified, to a person who has ceased to be a director, [ or ] officer [or Agent] and shall inure to the benefit of the heirs, executors, and administrators of such person.

7.9. A Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee, or Agent of the Corporation or is or was serving at the request of the Corporation as a Trustee, officer, employee, or Agent of another Corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article Seven.

7.10 If any Expenses or other amounts are paid by way of indemnification other than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the time of delivery to the shareholders of written notice of the next annual meeting of shareholders, unless such meeting is held within three (3) months from the date of such payment, and, in any event, within fifteen (15) months from the date of such payment, deliver either personally or by mail to each shareholder of record at the time entitled to vote for the election of Trustees a statement-specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

7.11 The Board of Trustees may authorize indemnification or advancement of expenses in favor of other Agents upon such terms or conditions as the Board of Trustees may deem appropriate under the circumstances, and may enter into agreements therefore with such Agents.

7.12 The rights of an officer, or Trustee, or Agent hereunder shall be in addition to any other rights such person may have under the Corporation's Articles of Incorporation or the Florida Not for Profit Corporation Act or Florida General Corporations Act not in conflict therewith or otherwise, and nothing herein shall be deemed to diminish or otherwise restrict such person's right to indemnification under any such other provision. It is the intent of this Bylaw to provide the maximum indemnification possible under the applicable law. To the extent applicable law or the Articles of Incorporation of the Corporation as is in effect on the date hereof or at any time in the future, permit greater indemnification than is provided for in this Bylaw, the parties hereto agree that Indemnities shall enjoy by this Agreement the greater benefits so afforded by such law or provision of the Articles of Incorporation, and this Bylaw and the exceptions to indemnification set forth in Section 7.2.A., to the extent applicable, shall be deemed amended without any further action by the Corporation to grant such greater benefits.

7.13 This Article Seven shall be interpreted to permit indemnification to the fullest extent permitted by law. If any part of this Article shall be found to be invalid or ineffective in any action, suit or proceeding, the validity and effect of the remaining part thereof shall not be affected. [The provisions of this Article Seven shall be applicable to all Proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after its adoption.]

ARTICLE EIGHT - Members/Membership Certificates

8.1 Members. All persons desiring to become members of the Corporation must be sponsored by an existing member in good standing, and thereafter be approved by a vote of the Board of Trustees.

8.2 Membership Certificates. All members in good standing shall be entitled to receive a membership certificate of the Corporation subject to the rights, duties and privileges as are set forth in these Bylaws.

8. 3 Dues and Fees. The Board of Trustees shall have the authority to set and establish any and all dues and fees from time to time, that shall be applicable to the members of the Corporation. The failure of a member to pay or remit any such fees or dues that may be set and established from time to time by the Board of Trustees shall entitle the Board of Trustees, with or without notice, to terminate the membership status of any existing member.

8.4 Books and Records. The Board of Trustees shall be required to keep correct and complete books and records of all members of the Corporation.

ARTICLE NINE - Miscellaneous

9.1 Books and Records. The Corporation will keep correct and complete books and records of account,- and will keep minutes of the proceedings of the Board of Trustees and any committee having the authority of the Board.

9.2 Fiscal Year. The Board of Trustees is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate. The fiscal year, subject to the provisions of this paragraph 9.2, is to be from January 1 through December 31st.

9.3 Seal. The corporate seal will be in such form as the Board of Trustees may from time to time determine.

9.4 Annual Statements As soon as practicable after the close of each fiscal year, the corporation will prepare (a) a balance sheet showing in reasonable detail the financial condition, of the Corporation as of the close of its fiscal year, (b) a receipt and disbursement statement showing the results of its operations during its fiscal year, and (c) all other reports or forms necessary or required under the Internal Revenue Code of 1986, as amended.

ARTICLE TEN - Amendments

10.1 Power to Amend Bylaws. The Board of Trustees may amend or repeal these Bylaws or adopt new Bylaws.