BYLAWS OF SPARTAN FC

(Adopted and Effective as of February 20, 2008; Amended and Restated as of February 25, 2013; Amended and Restated as of February 10, 2017)

ARTICLE I NAME AND PURPOSE

Section 1.1 – Name and Office

The name of the organization shall be SPARTAN FC (the “Club”), a not for profit corporation, organized under the laws of the State of Illinois. The Club shall continuously maintain in the State of Illinois a registered agent whose business office address is identical with such registered office and may have other offices within or outside the State of Illinois.

Section 1.2 – Purpose

The purposes for which the Club is organized are:

1. To operate a recreational, educational and competitive soccer program for children from Northbrook, Illinois and other local communities;

2. To promote, train, teach and develop the sport of organized youth soccer;

3. To organize and promote competitive team play;

4. To associate with soccer organizations and other soccer associations as deemed appropriate by

   the Board of Directors of the Club (the “Board”) from time to time;

5. To develop the physical, mental and emotional well-being of youths who participate in programs

   developed by the Club, including the development of personal character traits of self-esteem, self-discipline, perseverance, respect for authority, teamwork, cooperative relationships with others and sportsmanship; and

6. To do any and all acts desirable in the furtherance of the foregoing purposes.

Section 1.3 – Limitations

No part of the income of the Club may be distributed to its Members, Board Members or officers. The Club shall distribute its income at such time and in such manner as not to subject it to tax under Section 4942 of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (or the corresponding provisions of any future United States Revenue Code (collectively referred to as the “Code”). The Club shall not engage in any action of self-dealing (as defined in Section 4943(c) of the Code, make any investment in such manner as to subject the Club to tax under Section 4944 of the Code, or make any taxable expenditures (as defined in Section 4945(d) of the Code).

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ARTICLE II ORGANIZATION ATTRIBUTES

Section 2.1 – No Capital Stock

The Club shall have no capital stock and shall be composed of members rather than shareholders.

Section 2.2 – Equal Opportunity

Membership in the Club shall be without regard to race, color, religion, creed, sex, or national origin. The Club’s Board, individual members of the Board (“Board Members”), Committee Members, officers, employees, agents, volunteers and Members shall not practice any form of discrimination.

Section 2.3 – Limitations

No part of the net earnings of the Club shall inure to the benefit or be distributable to its Board Members, Members, trustees, officers or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and goods purchased as provided in Section 5.14 of Article V and Articles VI and VII. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the Club shall not participate in or intervene in (including the publishing or distribution of statements) and political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Club shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under 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.

Section 2.4 – Dissolution of the Club

Upon dissolution of the Club, the Board shall, after making provisions for payment of all of the liabilities of the Club, dispose of the assets of the Club to such organization(s) organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization(s) under 501(c)(3) of the Code. Any assets not disposed of by the Board in accordance with the foregoing sentence shall be disposed of as determined by a court of competent jurisdiction in the County in which the principal office of the Club is located at the time of dissolution.

ARTICLE III MEMBERSHIP

Section 3.1 – Definition

“Members” of the Club shall consist of parents, legal guardians or other individuals who have actually paid the registration fee of a player of the Club. “Members” shall also include honorary members (an “Honorary Member”) that do not have a child registered with the Club but have been elected to such membership status by a majority vote of the Board. To qualify for consideration, an Honorary Member must (i) have contributed time, effort or money to the betterment of youth soccer, community relations and/or other undertakings in Northbrook such that he or she exemplifies unselfish service in furtherance

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of the purpose and mission of the Club and (ii) be nominated to the Board by any current Member. Honorary memberships can be awarded for a period of years to be determined by majority vote of the Board on a case-by-case basis.

Membership shall be effective upon payment of all applicable registration fees for a given year’s fall and spring sessions and shall expire each year upon the conclusion of the spring season or the non-payment of registration fees for the current fall and spring seasons. All Members of the Club are sometime referred to in these Bylaws as the “General Membership”.

Section 3.2 – Fees

The Board shall establish on an annual basis registration fees, try-out fees, training fees and all other fees, prices and costs to be incurred by Members. Notification to the General Membership of fees, prices and costs for the following year’s season and activities will be given in writing or be posted on the Club’s website.

Any member for which payment or satisfactory arrangements for payment has not been received at time of registration of the Member’s team shall not be registered (or deemed a Member) until such payment or arrangements for payment have been received. Any Member in arrears from the previous year will not be permitted to tryout or register.

A player who requests a release from the club will be eligible to receive the release once all payments due to the club have been paid.

Section 3.3 – Termination of Member’s Rights

1. Each player, and his or her parents and family, shall represent the Club appropriately by demonstrating good sportsmanship, team spirit, self-discipline, respect for others (including but not limited to opposing players and their families, opposing coaches, officials, Club coaches, Club players and their families) and adherence to the Club code of conduct.

2. In addition to the suspension or termination of a Member’s rights for non-payment as provided in Section 3.2 of this Article, the Board, by a two-thirds (2/3) vote of all Board Members, shall have the power to suspend or expel any player, parent, guardian or other Member brought before the Board.

3. The Director of Coaching has authority to suspend a player or parent up to thirty (30) days without a vote by the Board. Any suspension brought under this subsection can be brought before the Board for hearing if so requested in writing setting forth specific reasons for reconsideration within thirty (30) days of the Member being notified of the suspension.

4. A suspension beyond thirty (30) days requires a vote by the Board as set forth in paragraph B of this section.

Section 3.4 – Resignation

Any Member may resign from the Club by filing a written resignation with the Board, but such resignation shall not relieve such resigning Member of the obligation to pay any dues, assessments or other charges theretofore accrued and/or unpaid.

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Section 3.5 – Reinstatement

Upon written request signed by a former Member and filed with the Board, the Board may by majority vote reinstate such former Member upon such terms as the Board deems appropriate, including, without limitation, the payment or agreement to pay any accrued and/or unpaid fees.

ARTICLE IV MEETING OF MEMBERS

Section 4.1 – Annual Meeting

An annual meeting (the “Annual Meeting”) of the Members shall be held during the months of January or February each year, or at such time as may be scheduled and publicized by the Board with not less than thirty (30) days advance notice to the General membership, for the purpose of transacting such business as may come before the meeting.

Section 4.2 – Special Meetings

Special meetings of the Members may be called by a majority of the Board for the purpose or purposes stated in the call of the meeting.

Section 4.3 – Place and Notice of Meetings

The Board may designate any place as the place of meeting for any annual meeting or for any Special Meeting called by the Board. Notice stating the place, date and time of any meeting of the Members shall be given to the Members not less than ten (10) days prior to such meeting. Notice shall be posted on the Club’s website or sent to the Members’ email address or by special notice. In case of removal of one or more Board Member or a merger, consolidation or dissolution, not less than twenty (20) days notice shall be required. In case of a Special Meeting or when required by applicable law or these Bylaws, the purpose for which the meeting is called shall be stated in the notice.

Section 4.4 – Informal Action by Members

There shall be no provision for informal action by the Members.

Section 4.5 – Conduct of Proceedings

The proceedings at all meetings of the Membership or Board Meetings shall be conducted in accordance with Robert’s Rule of Order, as revised by the most current edition thereof available, except to the extent that such conduct would be inconsistent with the laws of Illinois or other provisions of these Bylaws.

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Section 5.1 – General Powers

ARTICLE V BOARD OF DIRECTORS

The affairs of the Club shall be managed by or under the direction of its Board. Except as otherwise specifically provided in these Bylaws, the Board shall have the sole authority to make policy and take action in behalf of the Club. The Board may from time to time grant the Director of Coaching and/or appropriate Board Member(s) authority to make policy and/or take action on behalf of the club.

Section 5.2 – Number and Tenure of Directors and Officers

The Board shall consist of no fewer than five (5) and no more than nine (9) directors. The term of office of each Board Member shall be two (2) years. A Board Member’s tenure shall begin effective seven (7) days after election or appointment. If a Board Member is removed, such removal shall be effective as provided by the Board. The Officers shall consist of a President, Executive Director, Treasurer, and any such officers as required by state or federal statutes.

Section 5.3 – Eligibility and Election of the Board Members

The Board shall solicit new Board Directors as needed. A qualified candidate wishing to become a Board member must submit a resume of qualifications and a petition in writing. The existing Board members shall evaluate the qualifications. Any member of the Board may move for consideration of a candidate. Upon said motion receiving a second, the candidate shall be elected to the Board upon receiving a majority of the Board voting to elect. Board Members seeking re-election are not required to resubmit their resume of qualifications and petition.

Section 5.4 – Regular Meetings of the Board

The Board shall meet a minimum of five (5) times a year.

Section 5.6 – Notice of Special Meetings of the Board

Written notice (including electronic mail) of any Special Meeting of the Board shall be given to each Board Member at least three (3) days prior to the meeting.

Section 5.7 – Voting

Each Board Member shall be entitled to one vote.

Section 5.8 – Quorum

A majority of the Board shall constitute a quorum provided that if less than a majority of the Board Members are present at said meeting, a majority of the Board Members present may adjourn the meeting to another time without further notice. The act of a majority of the Board Members present at

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a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by statute, these Bylaws, or the Club’s Articles of Incorporation.

Section 5.9 – Proxy

A Board Member shall be entitled to give his/her proxy to another Board Member. The proxy shall be in writing and shall state the Board Member’s name, the date of the meeting, the reason for the absence and any limitations on the proxy. The proxy shall be valid only for the meeting and purposes stated on the written notice.

Section 5.10 – Informal Action by Board

Any action required by law or the Clubs Bylaws that are to be taken at a meeting of the Board or any action which may be taken at a meeting of the Board, may be taken without a meeting, if a consent in writing, setting forth the action so taken, is approved by all Board Members.

Section 5.11 – Vacancies

Any vacancy in the Board because of death, resignation or removal may be filled by a majority vote of the Board for unexpired portion of the term in question.

Section 5.12 – Resignation and Removal of Board Members

A Board Member may resign at any time upon written notice to the Board. A Board Member may be removed with or without cause, upon an affirmative vote of at least two-thirds (2/3) of the Board.

Section 5.13 – Minimum Attendance at Board Meetings

Board Members must attend sixty-six percent (66%) of all Board meetings in any given fiscal year.

Section 5.14 – Compensation

Board Members shall not receive any compensation for their services. However, reasonable reimbursement of expenses of attendance, if any, incurred by a Board Member, in connection with his or her attendance at any meeting of the YSSL, IWSL, NISL, IYSA or other organization/association may be paid if approved in advance by a majority of the Board. Nothing in this Section shall preclude any Board Member from serving the Club in any other capacity and receiving reasonable compensation thereof so long as such compensation has been approved by two-thirds (2/3) of the Board.

Section 5.15 – Presumption of Assent

A Board Member who is present at a meeting of the Board at which action on any Club matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to a Board Member who voted in favor of such action.

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Section 5.16 – General Duties of Board Members

1. President – The President shall be the principal executive officer of the Club. The President shall be selected from the members of the Board and be elected by a majority vote of the Board members. Subject to the direction and control of the Board, he or she shall be in charge of the business and affairs of the club; he or she shall see that the resolutions and directives of the Board are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board; and in general, he or she shall discharge the duties incident to the office of President. He or she shall preside over the meetings of the Members and of the Board and all ties will be broken by the President. Except as expressly delegated to other Board Member(s), the President may execute for the Club any contracts, deeds, mortgages, bends, or other instruments that the Board has authorized to be executed, and he or she may accomplish such execution under or without the seal of the Club and either individually or with the Secretary or any other officer thereunto authorized by the Board, according to the requirements of the form of the instrument.

2. Treasurer – The Treasurer shall be the principal accounting and financial officer of the Club. He or she shall (a) have charge of and be responsible for the maintenance of adequate books of account for the Club; (b) have charge and custody of all funds and securities of the Club, and be responsible therefor, and for the receipt and disbursement thereof; (c) be responsible for filing the annual report and annual financial statements as may be required by law or contract; (d) prepare the Club’s budget and operating plan as provided in Article XII and (e) perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board shall determine.

3. Executive Director / Secretary – The Executive Director/Secretary shall (a) record the minutes of the meetings of the Members and of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be a custodian of the corporate records and of the seal of the Club; (d) keep a register of the post office and email address of each Member which shall be furnished to the Secretary by such Member; and (e) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.

   ARTICLE VI NON-VOLUNTEER POSITIONS

Section 6.1 – Hiring

From time to time, the Club may hire or retain, as employees or independent contractors, coaches, administrators, trainers, staff members, accountants and other agents or advisors to perform such tasks necessary to carry out the goals and purposes of the Club. Any person to be hired by the Club as an independent contractor shall be approved in advance by a majority vote of the Board. Any person to be hired by the Club as an employee shall be approved in advance by a two-thirds (2/3) vote of the Board.

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Section 6.2 – Contracts

Each individual hired or retained and paid by the Club shall sign a contract with the Club for the performance of his or her duties. Each contract shall at a minimum set forth the conditions and requirements of the position or project and establish the compensation and method of payment.

ARTICLE VII CONFLICTS OF INTEREST

No Board Member, Member, employees or agent of the Club shall derive any personal profit or gain, directly or indirectly, by reason of his or her position as a Board Member, Member, employee or agent, or by reason of services rendered to or on behalf of the Club; provided, however, that nothing contained herein shall be construed to prohibit the Club from entering into contracts for goods or services in the ordinary course of its business at a reasonable and competitive fee with such individuals, corporations, partnerships or associations of which one or more individuals are a director, officer, employee, partner, shareholder or member so long as such Board Member, Member, employee or agent of the Club shall make a prompt, full, frank and complete disclosure of his/her interest to the Board prior to its acting on such a contract or transaction. Such disclosure shall include all material facts known to such person about the contract or transaction.

Transactions with the Club in which a Board Member, Member, employee or agent of the Club has an interest must be approved by a majority of disinterested Board Members after full disclosure of such interest. For purpose of establishing quorum of Board Members to approve such contract any interested Board Member(s) shall be excluded. For purposes of this Article, a person shall be deemed to have an interest in a contract or other transaction if the party (or one or more parties) contracting or transacting business with the Club is a director, officer, employee or has significant financial interest in the entity contracting or transacting business with the Club.

ARTICLE VII
CONTRACTS, LOANS, CHECKS, DEPOSITS AND FUNDS

Section 7.1 – Contracts

By a majority vote the Board may, in addition to those officers authorized by these Bylaws, authorize any officer or officers, agent or agent(s) of the Club, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.

Section 7.2 – Loans

No loans shall be contracted on behalf of the Club and no evidence of indebtedness shall be issued in its name unless authorized by the resolution approved by the affirmative vote of at least two-thirds (2/3) of all Board Members.

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Section 7.3 – Checks, Drafts, Etc

All checks, drafts or other orders for the payment of money, note, or other evidences of indebtedness issued in the name of the Club shall be signed by such officer(s) or agent(s) of the Club and in such a manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer. Records of all transactions of the Club shall be reviewed by the President or another duly authorized Board Member on a monthly basis.

Subject to any contrary instruction by Board resolution, any check, draft, or order for the payment of money in excess of five-thousand dollars ($5,000) shall require two (2) Board Members signatures. The Board may adopt additional financial controls as prescribed by the Club’s accountant.

Section 7.4 – Deposits

All funds of the Club not otherwise employed, shall be deposited from time to time to the credit of the Club in such banks, trust companies, or other depositories as the Board may select.

Section 7.5 – Fiscal Year

The fiscal year of the Club shall begin on the first day of May in each year and end on the last day of April in each year, or other such time as may be fixed by the Board.

ARTICLE VIII BOOKS AND RECORDS

The Club shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of it Members and Board, and shall keep at the registered or principal office a record giving the names and addresses of the Board Members and Members. All books and records of the Club may be inspected for a reasonable purpose and at a reasonable time if proscribed by law.

ARTICLE IX
BUDGET AND OPERATING PLAN

Not less than sixty (60) days prior to the beginning of each fiscal year, the Treasurer shall prepare and submit to the Board for its approval and annual operating plan (“Operating Plan”) and proposed annual budget (the “Budget”) for that fiscal year. Each Budget shall set forth, among other things, anticipated revenues, expenditures, cash reserves, and working capital requirements of the Club for the fiscal year covered thereby. The Board shall be required to approve by a two-thirds (2/3) vote each Operating Plan and Budget at least thirty (30) days prior to the beginning of each fiscal year.

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ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the law (including but not limited to the General Not for Profit Club Act of Illinois), these Bylaws or pursuant to the Club’s Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

ARTICLE XI INDEMNIFICATION

Section 9.1 – Indemnification in Actions Other Than By Or In The Right Of The Club

The Club may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Club) by reason of the fact that her or she is or was a Board Member, officer, employee, or agent of the Club, or is or was serving at the request of the Club as a Board Member, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts actually paid and reasonably incurred by such person (whether pursuant to judgment, order, settlement, conviction, or plea of nolo contendere) in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Club and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement or conviction or a plea of nolo contendere 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 or she reasonably believed to be in or not opposed to, the best interests of the Club and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 9.2 – Indemnification in Actions By Or In The Right Of The Club

The Club may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Club to procure a judgment in its favor by reason of the fact that such person is or was a Board Member, officer, employee, or agent of the Club or was a Board Member, officer, employee, or agent of the Club, or is or was serving at the request of the Club as a Board Member, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to, the best interests of the Club, provided that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence

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or misconduct in the performance of his or her duty to the Club, unless, and only to the extent the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 9.3 – Right to Payment of Expenses

To the extent that a Board Member, officer, employee, or agent of the Club has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 9.1 and 9.2 of the Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by such person in connection therein.

Section 9.4 – Determination of Conduct

Any indemnification under Sections 9.1 and 9.2 of this Article (unless ordered by court) shall be made by the Club only as authorized in the specific case, upon a determination that indemnification of the Board Member, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 9.1 or 9.2 of this Article. Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of Board Members who were not parties to such action, suit, or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Board Members so directs, by independent legal counsel in a written opinion.

Section 9.5 – Payment of Expenses in Advance

Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Club in advance of the final disposition of such action, suit or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking on behalf of the Board Member, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is to be indemnified by the Club as authorized in this Article.

Section 9.6 – Indemnification Not Exclusive

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the General Not for Profit Club Act of Illinois of 1986, as amended from time to time, or any successor statute, any agreement, vote of Members or disinterested Board Members or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue to a person who has ceased to be a Board Member, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 9.7 – Insurance

The Club may purchase and maintain insurance on behalf of any person who is or was a Board Member, officer, employee, or agent of the Club, or who is or was serving at the request of the Club as a Board Member, officer, employee, or agent of another club, partnership, joint venture, trust, or other enterprise, as against any liability asserted against such person and incurred by such person in any such

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capacity, or arising out of his or her status as such, whether or not the Club would have the power to indemnify such person against such liability under the provisions of this Article.

Section 9.8 – References to Club

For purposes of this Article, references to “the Club” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that, if its separate existence had continues, would have had the power and authority to indemnify its Board Members, officers, employees, or agents, so that any person who was a Board Member, officer, employee, or agent of such merging corporation, or was serving at the request of such merging corporation as a Board Member, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

ARTICLE XII AMENDMENT TO THE BYLAWS

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the Board. Any number of amendments may be submitted and voted upon at any one meeting of the Board.

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