Revised 10/99 – Valid through 10/16/00

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        =             &nb= sp;            =             &nb= sp;            =             &nb= sp;             Our Vision

     To be the best sports/activities program through organization, training and fairness and

     Recognized throu= ghout Northern Kentucky at ALL ages and levels of play. &= #8221;

        =        Our Mission=

        =           To Develop and maintain a sports/activities program for both youth a= nd adults,

     aimed toward the overall building of character, ability, fitness and sportsmanship”

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   Our Motto<= /p>

        =             &nb= sp;            =              “See the Vision, Share the Dream, Touch the Reality”

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BY-LAWS

OF

NORTHERN KENTUCKY YOUTH ASSOCIATION

A NON PROFIT CORPORATION=

Amended September 19, 2005 =

Effective January 1, 2006

Article I.<= /span>        &= nbsp; Name= and Purpose

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Article II.  =         Voting Rights

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Article = III.         = Membership

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Article = IV.         = Government

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Article = V.        &= nbsp; Meetings

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Article = VI.         = Committees

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Article VII.        Conflict of Interest

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Article = VIII.       Elect= ion of Officers

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Article = IX.         = Duties of Officers

Article = X.        &= nbsp; Amendments

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Article = XI.         = Parliamentary Authority     &nbs= p;

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Article I = - Name and Purpose

Section 1.

The name of this non-profit organization shall be Northern Kentucky Youth Association, Inc. Also = known as NKYA.

Section 2.

The principal offices of this organization shall be located in one of Boone, Campbell or Kenton County, <= st1:State w:st=3D"on">KY.

Section 3. <= /span>

The purpose of this organization shall be the development and propagation of an athletic program and to provide every eligible youngster = the opportunity to play in an organized sports/activities program. The N.K.Y.A. sports/activities programs will remain focused on the teaching of sportsman= ship as well as instruction and developing each players abilities both in the ru= les of the game and in playing of the game.&nb= sp; Also, N.K.Y.A. does support and provide opportunities for those play= ers wishing to play in external leagues/organizations as a representative of the N.K.Y.A. organization. All in= ternal N.K.Y.A. programs/activities are structured as recreational in which each participant is permitted to play. &nb= sp; There are no tryouts or cuts. For those participants playing in external leagues/organizations, are considered competitive and therefore tryouts, cuts and playing time could be affected. <= /p>

The NKYA organization may affiliate with other organizations in the future as deemed appropriate by the Board of Directors.

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Section 4.

No part of the net earnings of the Northern Kentucky Youth Associat= ion shall insure to the benefit of, or be disbursed to its members, officers, or other private persons, except that the Northern Kentucky Youth Association shall be authorized and empowered to pay reasonable reimbursement for services. &n= bsp; No substantial part of the activities of the Northern Kentucky Youth Association shall be the carrying on of propaganda, or otherwise attempting= to influence legislation, and the Northern Kentucky Youth Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any

candidate for public office. Notwithstanding any other provision of this section, the Northern Kentucky Youth Association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from federal income= tax under section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an association, contributions to which are deductible under section = 170 (C)(2) of the Internal Revenue Code of 1954 (or the corresponding provision= of any future United States Internal Revenue Law).

Section 5.

Upon the dissolution of the Northern Kentucky Youth Association, af= ter paying or making provision for the payment of all of the liabilities of the Northern Kentucky Youth Association, all of the assets of the Northern Kent= ucky Youth Association shall be disposed of exclusively for the purpose of the Northern Kentucky Youth Association in such manner, or to such organization= or organizations organized and operated exclusively for charitable, educationa= l, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c) (3) of the Internal Reve= nue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Northern Kentucky Youth Association shall determine.

Article II. Voting Rights

Section 1.

There are two categories of voting rights: Amendments to these by-law’s, and Annual and Special Elections. Members are entitled to vote as lo= ng as they are in good standing.

Section 2.

Membership may vote for the amended by-laws in total as presented by the Board of Directors.

Section 3. Annual and Special Elections, a member shall be entitled to vote in all Elections open to the general membership as long as such member is in g= ood standing. <= /p>

Article III - Membership

Section 1.

Membership in the Northern Kentucky Youth Association shall be open= to all whom

have passed their 18th birthday. “Member” shall mean and refer to every parent and/or legal guardian of children currently enrol= led in NKYA programs and those who have been enrolled in NKYA in the previous o= ne (1) year. Membership will also include those persons who currently contribute their time as volunteers to = the benefit of NKYA or have contributed in the previous one (1) year. Any member who has not actively participated in NKYA programs in the previous one (1) year shall cease to b= e a member of NKYA unless serving in some recognized capacity of NKYA.

Section 2.

Membership and registration fees will be set by the Board of Direct= ors, on a per sport basis.

Section 3.

The fees shall be waived for all contributing Directors, current sp= ouse and dependents under 18 years of age,. after four (4) months of service. This benefit covers individual fee= s and where team fees are appropriate that team fee will be reduced proportionall= y. Concurrent terms, as a board member shall constitute membership.

Section 4.

Discontinuance of Membership: Members failing or refusing to follow the terms and

conditions set forth in the NKYA constitution, by-laws, codes of conduct or established regulations of league play or which to attempt to circumvent a decision of the NKYA Board of Directors or its sports/activiti= es administrators or seriously damage the interests of NKYA, face suspension or expulsion from NKYA membership. The passage of suspension or expulsion shall require the appr= oval of no less than two thirds (2/3) of the entire Board of Directors. A suspended member shall not be considered a member in good standing until the suspension has been served.<= o:p>

Article IV - Government

Se= ction 1.

The “Executive Board” shall consist of a President, Vice President, Treasurer, Secretary, and Trustee (positions 1 through 5) and up to ten (10) Members at L= arge (positions 6 through 15). Relatives may not fill positions 1 through 5 simultaneously.

Section 2.

The Board of Directors (hereafter referred to as the Board) shall consist of the Executive Committee, and enough elected members= up to a total maximum of fifteen (15) and a minimum of 11.

Section 3.

The Board shall control and manage the Northern Kentucky Youth Association.

Section 4.

Authorized expenditures shall be withdrawn from the Northern Kentuc= ky Youth        =            Association's General account requiring the President or Vice Presid= ent and Treasurer signatures on all expenditures.

Section 5.

The Board of Directors will be insured for liability during their t= erm in office.

Section 6.

A simple majority of the Board shall constitute a quorum. Three mem= bers of the

Executive Committee shall constitute a quorum.

Section 7.

In the event that a Director misses two (2) consecutive Board meeti= ngs or is considered to be non-contributing, the Director may be removed by a 2/3’s vote of the entire Board of Directors.

Article V - Meetings=

Section 1.

The Northern Kentucky Youth Association shall hold a regular monthly Board Meeting on the third Mo= nday of each month or on such dates as may be set by the Executive Committee.

Section 2.

The date of the annual election and membership meeting shall be on = the 3rd Monday of October.

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Section 3.

Fiscal Year: The fiscal year will begin January 1^st of e= ach year and end December 31^st of the same year.

Sect= ion 4.

Audit: The books and accounts of the NKYA shall be available for audit by members annually. An income and expense statement shall be available for reviewing = by the Board of Directors at the last board meeting scheduled prior to the ann= ual meeting in October. At the an= nual meeting the books and accounts of NKYA shall be available for inspection by= the NKYA Board of Directors as well as members of the NKYA membership.

Sect= ion 5.

The books and accounts of the NKYA will be independently audited annually. =

Article VI - Commit= tees

Section 1.

The President will appoint chairpersons for the following committee= s:

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Membership, Constitution and by-laws, Sports, Audit, and Sponsorship. Each committee should consist of at least one Director and members at large for the current Board year.=

Section 2.

The President may appoint chairpersons for ad Hoc committees.<= /o:p>

Section 3.

The Board of Directors shall be responsible for appointing a board member as administrator fo= r each sports/activity.

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Article= VII – Conflict if Interest

Section 1 .

As compensation / reimbursement is being distributed, all materials (i.e. databases, documents, etc.) will remain the property of= the Northern Kentucky Youth Association. All board of directors must complete a “Conflict of Interest” statement and the “Coveted not to Compete” form= in which all directors will be compensated in the amount of $100.00 annually.<= span style=3D'mso-spacerun:yes'> Compensation will be received in t= he form as

player registrations.

Section 2 = . =

The NKYA Board of Directors, will be required to sign a conflict of interest statement and have on file with = the President and Secretary by end of January of current year for which their t= erm begins.

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Article VIII - Election of Officers

Section 1.

Elections shall be held at the annual election and membership meeting. The Board of Directo= rs and officers shall be installed at the January Board Meeting. The new Board of Directors shall be elected by the general membership. The newly elected Board of Directo= rs will elect its new Executive Committee prior to the new fiscal year. <= /o:p>

Section 2.

The Board of Directors shall determine nominees for each of the Executive Committee positions. The = term for each position shall be for one calendar year (January – December). The NKYA does not have term limits.

Section 3.

The general membership may nominate Board members.

Section 4.

All nominees must be current members and in good standing of the Northern Kentucky Youth Association. =

Section 5.

Voting shall be by current members who must be present to vote. All elections shall be by secret b= allot and no member may cast more than one ballot. The candidate(s) receiving the gre= atest number of votes shall be elected. In the event of only one person being nominated for an office voting= may be by acclimation.

Section 6.

In the event of a vac= ancy occurring on the Board, the position may be filled by appointment by the Board of Directors The board will make a reasonable e= ffort to advertise and fill open positions to achieve minimum required number of board members.

Article IX - Duties of Officers

Section 1. The President, as chief executive officer of the organization, sha= ll supervise the organizations affairs and activities and carry out the following duties= :

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A.      =             &nb= sp;            =             &nb= sp;        Preside at Board of Directo= rs meetings.

B.      =             &nb= sp;            =             &nb= sp;        Oversee all activities of t= he NKYA and the work of the Board of Directors

C.      =             &nb= sp;            =             &nb= sp;        See that all NKYA policies, rules, and regulations are adhered to.

D.      =             &nb= sp;            =             &nb= sp;        With the voting approval of= the Board, establish committees and appoint chairperson as directed.=

E.      =             &nb= sp;            =             &nb= sp;        Provide NKYA representation= at any function deemed necessary outside the NKYA programs.<= /p>
F.      =             &nb= sp;            =             &nb= sp;         Vote on NKYA matters only in case of a tie.

G.      =             &nb= sp;            =             &nb= sp;        Set up any additional meeti= ngs as deemed necessary to ensure that all officers/chairpersons have the knowl= edge to carry out their respective duties.

Section 2.

The Vice President shall have all the powers and duties of the President should the President become unable to fulfill the duties of the office.

Section 3.

The Secretary shall be:

A.      =             &nb= sp;            =             &nb= sp;        Custodian of all office ass= ets and correspondence.

B.      =             &nb= sp;            =             &nb= sp;        Record and publish all meet= ing minutes in a timely fashion.

C.      =             &nb= sp;            =             &nb= sp;       Provide proper notice of NK= YA monthly meetings to the Board of Directors and all other interested persons whose attendance at such meeting is required

D.      =             &nb= sp;            =             &nb= sp;       Record Keeper of all other organizational documents pertinent to the organization management.

Section 4.

The Treasurer shall be the auditor of all sports/activities financial records.<= span style=3D'mso-spacerun:yes'> Each sport/activities administrato= r in conjunction with the Treasurer, will account for all monies, deposit into proper accounts under the NKYA organization structure, disburse funds associated with each sports/activities incurred and present financial recor= ds during the regular Board of Directors meeting. Also, the Treasurer shall:

A.      =            Have the income tax prepare= d by March following the end of the fiscal year.

B.      =            Responsibility of all funds= for administration usage.

C.      =           Assume financial responsibi= lity for any sports/activities program.

Section 5.

The Trustee is responsible in conjunction with the Treasurer to con= duct monthly audits of all financial records.&n= bsp; The Trustee must provide a monthly report of the status to the Board= of Directors during regular monthly board meetings.

Section 6.

The executive Committee shall constitute the administrative body of= the Northern Kentucky Youth Association and shall have among it's duties the safekeeping and proper use of the funds of the Northern Kentucky Youth Association.

Section 7.

Solicitation of bids for NKYA uniforms shall be the responsibility = of the NKYA

Purchaser. Once bids = have been accepted it will be the standard that only the selected vendors will be used. The sports/activities administrators may purchase all equipment/awards etc. where there is currently no existi= ng agreement.

Article X - Amendments

Section 1.

All proposed amendments must be submitted to the Board of Directors= at least thirty days prior to the annual election and membership meeting.=

Section 2.

Those proposed amendments that are acted on favorably by the Board would be presented at the Annual election and membership meeting where they will be voted on. The members= hip will be notified of the meeting sixty (60) days prior to the actual election and membership meeting.

Section 3.

In the event of the Board acting unfavorably on a proposed amendmen= t it may be brought to the floor of the annual election and membership meeting b= y a petition containing the names of two-third (2/3) of the current membership.=

Article XI - Parliamentary Authority

Section 1. Robe= rts Rules of Order, Revised shall govern the association in all cases to wh= ich they are applicable subject to such rules as has been or may be adopted.

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A NON PROFIT CORPORATION=

Amended September 19, 2005 =

Article I.<= /span> &= nbsp; Name= and Purpose

Article II. = Voting Rights

Article VII. Conflict of Interest

Article III - Membership

Article IV - Government

Se= ction 1.

The “Executive Board” shall consist of a President, Vice President, Treasurer, Secretary, and Trustee (positions 1 through 5) and up to ten (10) Members at L= arge (positions 6 through 15). Relatives may not fill positions 1 through 5 simultaneously.

Article V - Meetings=

Article VI - Commit= tees

Article= VII – Conflict if Interest

Article VIII - Election of Officers

Article IX - Duties of Officers

Article X - Amendments

Article XI - Parliamentary Authority