BYLAWS OF UPPER ST. CLAIR BOYS SOCCER BOOSTERS ASSOCIATION

ARTICLE ONE

General

Section 1.1        Name. The name of the corporation shall be Upper St. Clair Boys Soccer Boosters Association (the "Corporation").

Section 1.2  Offices. The principal office of the Corporation shall be at such place or places as the Board of Directors may determine from time to time. The Corporation may have such other offices in such places as the Board of Directors may from time to time designate.

Section 1.3        Fiscal Year. The fiscal year of the Corporation shall, unless otherwise determined by resolution of the Board of Directors, end on December 31 of each year.

ARTICLE TWO

Members

Section  2.1    Membership.  Individual membership in this organization shall be open to any adult person desiring to support the purposes of the Corporation. Membership in the Corporation shall be annually for a school year (September 1 to August 31), shall become effective for a year or portion thereof upon payment of the annual dues and shall remain effective until the following August 31.

Section 2.2 Privileges of Membership. The privilege of making motions, debating and voting shall be limited to persons whose dues are paid and who have been members of the organization for at least ten (10) days prior to the meeting date. Such persons shall be referred to as " Members" for purposes of these Bylaws.

Section 2.3        Dues. Annual dues shall be set by the Members.

Section 2.4    Annual Meetings.  The annual meeting of the Corporation shall be held each year on such date and at such time as the Board of Directors shall, from time to time, determine by resolution. At each such annual meeting, the Members shall elect Officers and shall transact such other business as sha ll properly be presented at the meeting.

Section 2.5 ·      Regular Meetings. Regular meetings may be held as determined from time to time by the Members.

Section 2.6 Special Meetings. Special meetings of the entire Membership may be called by the President or at the written request of 10% of the Membership. At least five days' written notice stating the time, place and purpose of any special meeting shall be given to the Members entitled to participate.

Section 2.7 Quorum. Those Members who attend a duly convened meeting of Members shall constitute a quorum for the transaction of business at the meeting. The acts of a majority of those Members present at the meeting shall be the acts of the Members.

Section 2.8        Voting . Each Member in good standing shall be entitled to one vote.

Section 2.9 Unanimous Consent of Members in Lieu of a Meeting. Any action which may be taken at a meeting of Members may be taken without a meeting if a consent or consents in writing setting forth the action to be taken shall be signed by all of the Members and shall be filed with the Secretary of the Corporation.

Section 2.10 Expulsion from Membership. Any Member may be expelled from Membership upon a majority vote of all Members present at a duly convened meeting of the Members, provided that written notice of the intention to expel and reasons therefor have been provided in the notice of the meeting. No Member shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

ARTICLE THREE

Directors

Section 3.I Exercise of Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, except as other-wise required by the Act, these Bylaws or a resolution duly adopted by the Board.

Section 3.2       Identity of Board of Directors.

(a) Voting Directors. The President of the Corporation and those persons who are elected as Officers at the annual meeting of the Members shall serve as voting members of the Board of Directors for a term of one year and until their successors shall have been duly elected and qualified, or until their earlier death, resignation or removal from office.

Section 3.3 Removal of Director. The Members shall have the power to remove any Director from office with or without cause, by a vote of a majority of the Members at a duly convened meeting, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting. No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

Section 3.4       Compensation of Directors.    Directors shall not receive any stated salary for their services as Directors.

Section 3.5       Annual Meeting.    The annual meeting of the Board shall be held promptly after the annual meeting of the Members.

Section 3.6       Regular Meetings. In addition to the annual meeting, the Board of Directors may hold regularly scheduled meetings to conduct the business of the Corporation.

Section 3.7 Special Meetings. Special meetings of the Board may be called by (i) the President of the Corporation or (ii) one-third of the Board of Directors. At any time upon the written request of any person who has called a special meeting in accordance with the foregoing, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than five

(5) days after the receipt of such request.

Section 3.8       Failure to Object. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed

to have assented to the action taken unless such Director's dissent shall be entered in the minutes of the meeting or unless such Director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment of the meeting.  Such right to dissent shall not apply to a Director who has voted in favor of such action.

Section 3.9 Quorum. A majority of  the  whole  number  of  currently  serving  Directors shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at a meeting at which a quorum is present shall, unless otherwise specifically provided by the Act, the Articles of lncorporation or these Bylaws, be the acts of the Board of Directors.

Section 3.10      Vote. Every Director shall be entitled to one (1) vote.  Directors are not permitted to vote by proxy.

Section 3.11 Presiding Officer and Order of Business. All meetings of the Board of Directors shall be called to order and presided over by President or in the absence of the President by the President-Elect.

Section  3.12   Action Without A Meeting.  No meeting need be held by the Directors to take any action required or permitted to be taken by law or these Bylaws, provided all Directors individually or collectively consent in writing to such action, and the written consent or consents is filed with the minutes of the proceedings of the Board. Action by written consent will have the same force and effect as action by unanimous vote of the Directors, as the case may be. Any certificate or other document filed under any provision of law which relates to action so taken will state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the Bylaws authorize the Directors to so act. The statement will be prima facie evidence of such authority.

Section 3.13 Committees. The Board of Directors may appoint one or more committees of Officers, Directors, and/or other persons to act in an advisory capacity to the whole Board. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board when required. Any committee shall have and may exercise all of the powers and authority delegated to it by the Board of Directors, except that a committee shall not have any power or authority (i) to fill vacancies in the Board of Directors;

(ii)  to adopt, amend or repeal the Articles of lncorporation or the Bylaws; (iii) to amend or repeal any resolution of the Board; or (iv) to take action on any matter committed by resolution of the Board to another committee of the Board. If any person who is not a Director is appointed to any committee of the Board, such non-Director shall have no right to vote on any question that would create a binding obligation of the Corporation.

ARTICLE FOUR

Officers

Section 4.1 Positions and Election. The officers of the Corporation shall consist of one or more Presidents, one or more Presidents-Elect, a Treasurer and a Secretary. The Presidents­ Elect , Treasurer and Secretary shall be elected by a majority vote of the Members. Each President-

Elect shall succeed to the office of President without other election at the Annual Meeting of the Corporation occurring at the end of his or her term.

Section 4.2 Terms. The officers of the Corporation shall hold their offices for a term of one year. Officers may be reelected to successive terms.

Section 4.3  Removal of Officers. If any officer is removed as a Director pursuant to the provisions of Section 3.3 hereof, such person shall be deemed removed from his or her position as officer.

Section 4.4 President. The President shall be shall have general charge of its business and supervision of its affairs. The President shall keep the Board of Directors fully informed and freely consult with them in regard to the business of the Corporation and make appropriate reports to them. In addition to the powers and duties elsewhere provided in these Bylaws, the President shall sign, when duly authorized to do so, all contracts, orders, deeds, liens, guarantees, licenses and other instruments of a special nature. Subject to the Board of Directors, the President shall have such other powers and duties as are incident to said office and not inconsistent with these Bylaws or as may at any time be assigned by the Board of Directors.

Section 4.5 President-Elect.  The President-Elect, if any, shall have such powers and perform such duties as the President may from time to time delegate to the President-Elect. At the request of the President, the President-Elect may, in the case of the absence or inability to act by the President, temporarily act in the President's place. In the case of the death or inability to act of the President, the President-Elect shall perform the duties of the President except as shall be otherwise designated by the Board of Directors. A President-Elect who is not a Director shall not preside at any meeting of the Board of Directors.

Section 4.6 Secretary. The Secretary shall attend meetings of the Board of Directors, shall keep minutes thereof in suitable books, shall send out all notices of meetings as required by law or these Bylaws and shall, in general, perform all duties incident to the office of Secretary.

Section 4.7 Treasurer. The Treasurer shall receive all money paid to the Corporation and keep or cause to be kept accurate accounts of all money received or payments made in books kept for that purpose. The Treasurer shall deposit all money received by him or her in the name and to the credit of the Corporation in banks or other places of deposit. He or she shall disburse the money of the Corporation by checks or vouchers. He or she shall, in general, perform all duties incident to the office of Treasurer.

Section 4.8 Assistant Officers. Any assistant officer authorized by the Board of Directors shall perform such duties as may be delegated to him or her by the officer to whom he or she is an assistant and, in the absence or disability of such officer, may perform the duties of his or her office.

ARTICLE FIVE

Resignations and Vacancies

Section 5.1       Resignations. Any Director or officer may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the

Corporation, unless some later time may be fixed in the resignation, and then from that date. The acceptance of the resignation by the Board of Directors shall not be required to make it effective.

Section 5.2       Filling Vacancies.

(a)              If the position of any officer becomes vacant by an increase in the number of officers, or by reason of death, resignation, disqualification or otherwise, the Members shall choose a person or persons who shall hold office for the remaining term.

(b)             If at any time there shall be no Members, the Directors may select a person or persons who shall become the Member(s) of the Corporation or may amend the Bylaws to eliminate Membership.

ARTICLE SIX

Meetings and Notice

Section 6.1 Place of Meetings. Meetings may be held at such place within or without the Commonwealth of Pennsylvania as the Board of Directors may from time to time determine.

Section 6.2 Notice. Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by (i) first class or express mail, postage prepaid, or (ii) by facsimile transmission or electronic mail, to that person's address (or facsimile number or e-mail address) supplied by that person to the Corporation for the purpose of notice. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail for delivery to such person or, in the case of facsimile or electronic mail when dispatched. Such notice shall specify the place, day and hour of the meeting and any other information which may be required by the Act or these Bylaws, including, in the case of a special meeting, the general nature of the business to be transacted.

Section 6.3 Waiver of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 6.4 Telephonic Meetings. One or more persons may participate in a meeting of the Board or the Members, as the case may be, by means of a conference telephone or similar communications equipment by means of 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 the meeting.

Section 6.5 Electronic Mail. Any action which may be done, or is required to be done, in writing under these Bylaws or the Act, including agreement to a unanimous written consent, shall be valid if sent and received by electronic mail.

ARTICLE SEVEN

Indemnification

Section 7.1 General Right to Indemnification.  The Corporation shall indemnify and hold harmless each Director and Officer of the Corporation (and his heirs, executors and administrators), now or hereafter serving on the Board or on behalf of the Corporation, against all costs, expense and liabilities reasonably incurred by him or her in connection with or arising out of any claim, action, suit or proceeding in which he or she may be involved by reason of being or having been a Director or Officer of the Corporation (whether or not such person continues to be a Director or Officer at the time of incurring such costs, expenses or liabilities). The term "costs, expenses and liabilities" shall include, but shall not be limited to, court costs, counsel fees and the amount of judgments against, or amounts paid in reasonable settlement by, any such Director or Officer.

Section 7.2 Conditions for Indemnification. The Corporation shall not indemnify such Director or Officer (1) with respect to matters as to which such Director or Officer shall be finally adjudged in any action, suit or proceeding to have been liable for willful default or negligence, consisting of individual misfeasance, malfeasance or nonfeasance, in the performance of his duties as such Director or Officer; or (2) in the event that a settlement or compromise of any such claim, action, suit or proceeding is effected, unless (a) the Board of Directors shall have been furnished with an opinion of counsel for the Corporation to the effect that such settlement or compromise is in the best interests of the Corporation, and that there is no reasonable ground for liability for willful default or negligence, consisting of individual misfeasance, malfeasance or nonfeasance, in the performance of the duties entrusted to such Director or Officer on the part of such Director or Officer; and (b) the Board of Directors shall have adopted a resolution approving the terms of such settlement or compromises; and (c) such settlement or compromise shall be approved by the court having jurisdiction of such claim, action, suit or proceeding, with knowledge of the indemnification provided for hereby.

Section 7.3 Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action , suit or proceeding upon receipt of an undertaking by or on behalf of the Director or Officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article.

Section 7.4 Right to Indemnification Not Exclusive. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any Director or Officer or their heirs, executors and administrators may be entitled as a matter of law.

ARTICLE EIGHT

Miscellaneous

Section 8.1       Conflicts of Interest. The Board of Directors shall adopt a Conflict of Interes t Poli cy which shall be reviewed and signed by all Directors at least annually.

Section 8.2 not be controlling.

Headings. In interpreting these Bylaws, the headings of articles shall