ARTICLE I. PURPOSEThe specific purposes for which the Association is organized are as follows:

a) To develop and promote the game of soccer among our youth;

b) To develop and sustain the spirit and character of the players;

c) To develop youth physically; and

e) To collectively represent and safeguard the common interests of the participants in youth soccer.

ARTICLE II. OFFICES

The principal office of the Association shall be in the city of Riverton, County of Fremont, state of Wyoming. A post office box shall be maintained for the purpose of receiving all correspondence to the Association. Business of the Association may be conducted at such times and in such places as the Board of Directors may determine or as the affairs of the Association may require from time to time.

The Association shall have and continually maintain a registered office and registered agent whose office shall be identical with the registered office. The registered agent and the registered office may be changed from time to time by the Board of Directors.

ARTICLE III. AFFILIATION

The Association shall be an affiliate of and shall comply with the Constitution and Bylaws of the Wyoming State Soccer Association (WSSA) and United States Youth Soccer (USYS). This Association shall be governed by the provisions of these Bylaws. Where a conflict exists between these bylaws and the Constitution and Bylaws of USYS or WSSA, the Constitution and Bylaws of USYS and WSSA shall prevail.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Association shall be managed by its Board of Directors, hereinafter called the Board. It shall have all powers provided in the Wyoming Non-Profit Corporation. Act as amended from time to time, and others, including, but not necessarily limited to the following powers:

a) To manage the Association with full power to conduct all business of this association subject only to the Articles of Incorporation and Bylaws;

b) To establish rules and regulations of this Association, not inconsistent with these Bylaws, and to govern its organization, procedures and conduct;

c) To create special committees of this Association;

d) To adopt rules, regulations and standing rules to receive and disburse financial support;

e) To adopt rules, regulations and standing rules to govern the recreational and competitive leagues within this Association;

f) To enforce the Laws of the Game as prescribed by the WSSA and USYS; enforcement of WSSA and USYS registration requirements; negotiation with the City of Riverton, Wyoming, Fremont County School District No. 25 , Fremont County Community College District (CWC) and other organizations and individuals to acquire fields for practice and games; to establish recreational and competitive practice and playing seasons; to establish and enforce rules for tournaments, competitions, and championships; to establish and enforce disciplinary procedures for players, coaches, officials and other individuals whose activities come within the purview of this Association; and to resolve protests and conflicts;

g) To discipline any person for violating rules and regulations or for violating these Bylaws or standing rules;

h) To appoint or contract with a Registrar who shall provide for player registration and such other duties as directed by the Board; and

i) To perform any other duties or responsibilities as may be prescribed by these Bylaws or incidental to the accomplishment of any other duties and responsibilities prescribed by these bylaws, or the Constitution and Bylaws of WSSA or USYS..

Section 2. Number, Qualifications and Tenure. The number of Directors of the Association shall be not less than nine (9) nor more than fifteen (15). The Board shall consist of the elected officers of the Association as described in Article VII and the program and league coordinators. A Director must be an adult person and have a strong interest in promoting the mission and purposes of the Association. Their tenure shall be from their election or appointment until their removal, resignation, death or until their successor is elected at the end of their term. The term for members of the Board of Directors shall be two (2) years. There shall be no limitation on the number of terms that a Director may serve. The Board may stagger terms in any year in which it deems necessary to insure continuity of board membership from one year to the next.

Section 3. Annual Meeting. A regular annual meeting of the Board of Directors shall be held during the month of February of each calendar year on such date and at such time and place as may be designated by the Association President. Notice of the annual meeting shall be published prior to the meeting date in a local newspaper of general circulation in Riverton, Wyoming selected by the Board . At the annual meeting of the Board, the President shall give an annual report of the activities of the Association for the prior year including a report on the finances of the Association. Following the annual report, directors shall be elected to fill any expired terms of existing directors, and shall elect officers from among the newly seated board.

Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held once each month during the calendar year on such date and at such time and place as may be directed by the Association President. Notice of each regular meeting shall be published prior to the meeting date in a local newspaper of general circulation in Riverton, Wyoming selected by the Board. The President, or the secretary at the President’s direction may, but is not required to, provide such other notice as the President deems appropriate.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or by any five (5) Directors who sign and submit a written request for special meeting to the Association Secretary. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of the meeting within the city of Riverton, Wyoming.

Section 6. Notice of Special Meetings. Unless waived as stated below, notice of any special meeting shall be given at least three (3) days prior to the special meeting date by a written notice delivered personally or by regular United States mail to each Director at his/her home address or by e-mail to each Director at his/her e-mail address. If mailed by regular United States mail, such notice shall be deemed to be delivered when deposited in the United States mail. Any Director may waive notice of any meeting either verbally or in writing. The attendance of a Director at a special meeting shall also constitute a waiver of notice of such meeting, except where the Director attends the special meeting for the express purpose of objecting to the transactions of any business because the meeting was not lawfully called or convened. Neither the business to be transacted, nor the purpose of any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Executive Sessions. At any annual, regular or special meeting of the Board of Directors, the Board may adjourn into executive session for the purpose of discussing board members, officers, players, or other personnel or confidential matters affecting individuals, real estate, legal matters, or for any other reason which, by affirmative vote of the officers, it is determined that public discussion would be detrimental to the interests and mission of the Association as a whole, or to any person or persons. Executive sessions may be attended by the officers only, provided that at the call of the President participation in an executive session may be expanded to the Board members present at any meeting in which an executive session is called upon affirmative vote by the officers. If there is a tie vote on the issue of expansion to include the Board, the Association President shall be the tie-breaking vote.

Section 8. Voting. Each of the Directors shall have one vote. Proxy votes shall be permitted only if written and signed by the person giving the proxy and only for specific agenda items. No blanket proxies shall be permitted.

Section 9. Quorum and Manner of Acting. A quorum necessary to conduct business shall be a majority of the total number of directors then duly qualified and seated on the Board. Except when voting on amendments to bylaws or amendments to rules and regulations, a majority vote of a quorum present at any annual, regular or special meeting shall be sufficient for any board action.

Section 10. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by two-thirds of the presently constituted Board. Actions requiring immediate decisions may be authorized by votes via telephone or e-mail poll of the Board by the President, Vice-president, or duly designated Board member. The results of each telephone or e-mail poll shall be reported and confirmed that the next regular meeting of the Board of Directors. No action shall be authorized by a telephone or e-mail poll unless the person authorized to conduct the poll shall first endeavor to contact all current board members, and in any event unless at least a majority of the then-existing board shall cast a vote.

Section 11. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the election of a new Director at the next meeting of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.

Section 12. Removal. Any Director may be removed by a three-fourths vote of the balance of the presently constituted Board of Directors.

ARTICLE V. OFFICERS and COORDINATORS

Section 1. Officers. The elected officers of the Association shall be President, Vice- President, Secretary, and Treasurer.
Section 2. Coordinators. The appointed coordinators of the Association shall be Recreational Program Coordinator, Competitive Program Coordinator, Referee Coordinator, Player Development and Training Coordinator, Equipment Coordinator, Fields Coordinator, Risk Management Coordinator and Publicity Coordinator. The Board of Directors may designate additional coordinator positions from time to time upon majority vote of the full Board.

Section 3. Election, Appointment, and Terms. The officers of the Association shall be elected by majority vote of the full Board to one-year terms at the annual meeting of the Board of Directors. The coordinators of the Association shall be appointed by the elected officers annually for two-year terms at the annual meeting of the Board of Directors. The Recreational Program Coordinator, Referee Coordinator, Risk Management Coordinator and Publicity Coordinator shall be appointed in even-numbered years. The Competitive Program Coordinator, Player Development and Training Coordinator Equipment Coordinator, and Fields Coordinator shall be appointed in odd-numbered years. Each officer or coordinator shall hold that position until a successor shall have been duly installed or until death, resignation or removal. The officers and coordinators shall be installed immediately following their election or appointment. All officers may be re-elected or re-appointed to any office or coordinator position without restriction. There shall be no limit to the number of terms that any person may hold a particular office or coordinator position. An officer may also simultaneously fill a position as a coordinator. A person shall not, however, hold more than one elected office. If anyone individual holds two positions on the board at the same time (i.e. President and Fields Coordinator), that person shall be entitled to only one vote.

Section 4. Duties and Responsibilities.

A. President. The President shall be the principal executive officer of the Association. Subject to the discretion and control of the Board of Directors, the President shall, in general, supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the Board of Directors. The President may sign, with any other officer of the Association, bonds, contracts, drafts, checks or such other instruments as the Board of Directors may specifically direct or authorize. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time including, but not limited to, the following:

1) serve as an official representative of the Association for the purpose of advancing the objectives and policies of the Association;

2) call special meetings of the Board of Directors;

3) serve as one of the authorized signatures for all bank checks or drafts;

4) attend meetings of the WSSA as an official delegate of the Association; provide Association reports to WSSA as may be required, and assure Association participation in and execution of the Association’s voting rights at the WSSA annual meeting; and

5) perform such other duties as may be provided by these Bylaws.

B. Vice-President. In the absence of the President or in the event of the President’s death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all powers and duties applicable to the President, and shall perform such other duties as may be assigned by the Board of Directors or the President.

C. Secretary. The Secretary shall keep all minutes of meetings of the Board of Directors; coordinate with the Publicity Coordinator to ensure that all notices are duly given in accordance with the provisions all of these Bylaws or as required by law; and be the custodian of all records of the Association. The Secretary shall perform such other duties as may be assigned by the President or the Board of Directors.

D. Treasurer. The Treasurer shall have charge and custody and be responsible for all funds, securities and other financial resources of the Association; receive monies due and payable to the Association from any source whatsoever, and deposit all moneys in the name of the Association in such banks, trust companies or other depositories as may be designated by the Board of Directors; oversee the collection of fees from the players by the Registrar; provide monthly reports on the financial status of of the association at all regular meetings; prepare a detailed financial report for each annual meeting of the Board of Directors; propose registration fees and other sources of income to cover expenses in the next fiscal year and report on foreseeable expenses; reimburse persons such fees as they are titled by the rules and regulations of the Association in a timely manner; and prepare, with the assistance of the elected officers, a proposed budget for it each fiscal year, and perform all other duties incident to the position of Treasurer and such other duties as may from time to time be assigned by the President or the Board of Directors. The Treasurer shall be the Association’s purchasing agent in charge of placing and paying for requisitions submitted by the Equipment Coordinator and other requisitions as directed by the Association President or the Association Board of Directors.

E. Recreation Program Coordinator. The Recreation Program Coordinator shall:

1) require division coordinators to organize teams and allocate registered players in the appropriate age groups among the recreational teams so as to establish balanced teams;

2) act as ombudsman for recreational players, player parents and/or legal guardians, and coaches;

3) appoint coordinators for each division within the recreational program;

4) coordinate with the Fields Coordinator to assure appropriate field access and accommodations and minimization of conflicts with the Competitive Program and other events

5) coordinate with the Publicity Coordinator to assure timely and accurate flow of information to the public regarding recreational program activities;

6) assure compliance with the Recreational Program Guidelines, the Recreational Program Division Coordinator’s Manual and the Association Rules and Regulations; and

7) assure compliance with these Bylaws and the Associations Rules and Regulations, and do and perform such other responsibilities as may be directed from time to time by the Board of Directors.

F. Competitive Program Coordinator. The Competitive Program Coordinator shall:

1) provide a method for fair selection of all of players for the Competitive Program’s teams, and reduce the selection process to a written regulation for inclusion in the Association’s Rules and Regulations;

2) chair the Competitive Program coaches selection committee;

3) act as ombudsman for Competitive Program players, player parents and/or legal guardians, and coaches;

4) work with the Recreational Program Coordinator to minimize conflicts between competitive and recreational play and to assure the continued viability of a recreational soccer program;

5) attend all WSSA Competitive State Program scheduling meetings, and provide game schedules for all competitive teams in the program;

6) coordinate with the Publicity Coordinator to assure timely and accurate flow of information to the public regarding Competitive Program activities;

7) assure compliance with the Competitive Program Guidelines, Competitive Program Coaches Manual; and

8) assure compliance with these Bylaws and the Association’s Rules and Regulations, and do and perform such other responsibilities as may be directed from time to time by the Board of Directors.

G. Referee Coordinator. The Referee Coordinator shall also be Association’s designated Referee Assignor and shall:

1) work with the WSSA to assure proper training and registration of the Association’s referees;

2) maintain an updated list of all certified referees in Fremont County;

3) maintain an updated list of individuals willing to serve as referees for recreational program play;

4) survey active referees and linesmen to schedule game preferences before each season and provide the results of the survey to the Recreational and Competitive Program coordinators prior to the beginning of each season;

5) Assign referees to Association scheduled competitive matches held in Riverton, Wyo. (assignments in accordance with State guidelines) and;

6) chair the disciplinary committee appointed by the Association President to hear disciplinary and protest issues in accordance with Association Rules and Regulations and any State rules and regulations; and

7) be in charge of recruiting persons interested in becoming referees and providing training opportunities for such persons by a working with with WSSA to schedule appropriate referee training opportunities.

H. Player Development and Training Coordinator. The Player Development and Training Coordinator shall:

1) be responsible for providing programs and materials necessary for the development of coaches and players within the Association;

2) work with WSSA to schedule appropriate coach training opportunities;

3) support the WSSA programs toward appropriate levels of licensing and certification for all Association coaches;

4) work with the Publicity Coordinator to publicize training opportunities and camps for coaches and players; and

5) be responsible for scheduling and coordinating soccer camps.

I. Equipment Coordinator. The Equipment Coordinator shall:

1) be responsible for providing equipment necessary for the game of soccer in accordance with the policies of the Board of Directors, the Association’s Rules and Regulations;

2) make recommendations to the Board for equipment accountability and life-cycle management;

3) make recommendations to the Board for the purchase of new and replacement of old, worn or damaged equipment and uniforms;

4) be responsible for the ordering, receiving and distribution of Association equipment;

5) appoint such assistant or assistants as deemed necessary for the effective management and control of Association equipment;

6) work with the Fields Coordinator to assure that appropriate field marking equipment, supplies and materials and lawn mowers are available to be used at each field or complex of fields utilized by the Association; and

7) prepare a semi-annual inventory of all equipment, uniforms and supplies owned by the Association and report the same to the Board prior to the beginning of each fall and spring season; and

8) make and submit requisitions for all purchases to the Association Treasurer.

J. Fields Coordinator. The Fields Coordinator shall:

1) provide for availability of practice and playing fields for all recreational and competitive teams through liaison with the city of Riverton, Wyo., Fremont County School District No. 25, Fremont County Community College District (CWC) and such other organizations, entities or individuals responsible for the management of such facilities;

2) provide a schedule of availability for practice times and games for all teams in the Association, both recreational and competitive;

3) ensure that fields are prepared for enjoyable play and practice for the game of soccer;

4) appoint such assistant or assistants as may be necessary to assure compliance with the responsibilities set forth in these Bylaws or other policies, rules and regulations established by the Board of Directors;

5) act as arbiter of any disputes that arise between or among the various programs or teams in connection with the use of the Associations fields; and

6) insure that the appropriate field marking equipment, supplies and materials along with lawn mowers, and other field equipment (goals, nets, flags, etc.) are available at each field or complex of fields; and

7) make and submit requisitions for all purchases of field equipment to the Association Treasurer.

K. Publicity Coordinator. The Publicity Coordinator shall:

1) be a liaison between the Association and the media;

2) publicize registration, tournaments, coach training, player camps, tryouts and other Association events which may occur;

3) be responsible for the development and publication of the Association’s annual calendar;

4) be responsible for development and publication of programs or other informational materials as may be requested from time to time by the Board of Directors or the Association President; and

5) perform such other duties as may be incident to the position or which may from time to time be assigned by the Board of Directors or the Association President.

L. Risk Management Coordinator. The Risk Management Coordinator shall:

1) monitor Association compliance with WSSA Risk Management Guidelines; and

2) report all risk management concerns to the Board of Directors or to such persons or committees as the Board of Directors may direct from time to time.

ARTICLE VI. REGISTRARS

Section 1. Contract Registrar(s). The Board of Directors shall hire an independent contractor(a non-voting member of the Board) to serve as the Association’s Registrar. The registrar function supports both the Recreational and Competitive Programs of the Association, as described in the responsibilities of the Registrar set forth in sections 16 and 17 below. At the Board’s discretion, either one individual may be hired as Registrar to the entire Association, or separate Registrar’s may be hired to support the Recreational and Competitive Programs, so long as the functions listed in sections 16 and 17 are accomplished.

Section 2. Recreational Program Registrar. The Registrar of the Recreational Program shall:
A) serve as the initial point of contact for the Association, answering inquiries and directing people with non-registration concerns to the appropriate person;

B) work with the Competitive Program Registrar to prepare registration letters and packets; distribute forms to previous Recreational Program registrants and the general public;

C) maintain the computer databases for the Association’s Recreational Program, including teams, coaches, coach assignments; process all Recreational Program registration forms and enter team assignments for players;

D) organize and run walk-in registration; collect Recreational Program registration fees and submit them to the Association’s treasurer; maintain records of all registration fees receipted;

E) assist with tournament credentials checks;

F) attend appropriate meetings (WSSA State Registrar meetings), and the regular and annual meetings of the Association’s board of directors; and prepare reports as required;

G) work with the Publicity Coordinator on press releases, flyers, and other publicity needs, including hanging the registration banner(s); and

H) work with WSSA to obtain player and coach pass cards, if needed.

Section 7. Competitive Program Registrar. The Competitive Program Registrar shall:

A) serve as the initial point of contact for the Association, answering all inquiries concerning the Association’s Competitive Program, and redirecting other inquiries to the appropriate person;

B) work with the Recreational Program Registrar to prepare registration letters and packets; distribute forms to previous Competitive Program registrants;

C) maintain the computer databases for the Competitive Program, including teams, coaches, coach assignments; process all Competitive Program registration forms and enter team assignments for players;

D) organize and run walk-in registration in conjunction with the Recreational Program registration, collect Competitive Program fees and submit them to the Association’s treasurer;

E) organize and run tournament credential checks;

F) attend appropriate meetings (WSSA State Registrar meetings) and all Association regular and annual meetings of the Board of Directors; prepare reports as required; and

G) prepare Competitive Program player and tournament credentials and assist the WSSA state registrar with player pass cards.

ARTICLE VII. COMMITTEES

Section 1. Organization. Committees of the Association may be created by the Board to serve until the next Annual Meeting for the purpose of performing any duty not otherwise assigned by the Bylaws. The authority for appointing members of a committee shall be set forth in the action creating the committee.

Section 2. Composition of Committees. Each committee shall be composed of an odd number of persons.

Section 3. Eligibility. All members of committees shall be members of the Board of Directors, registered players, or the parents of a registered player in the Association prior to their appointment.

Section 4. Expenses. The Association may pay the expenses of each committee, provided these expenses are incurred in conformity with rules and regulations provided by the Board and provided further that the committee budget is approved by the Board of Directors.
Section 5. Common Duties of all Committees. Each committee shall limit its expenses to the amount allocated for the purpose. Should an emergency arise, the authority for expending additional funds must have the approval of the Board of Directors. The chairman of each committee shall submit a report all committee activities to the program at any one of its regular or annual meetings.

Section 6. Nominating Committee. The President shall appoint a nominating committee with the approval of the Board not less than 30 days before the Annual Meeting. The committee shall be composed of three (3) members, no more than two of whom shall at the time of appointment be members of the Board. The committee shall nominate individuals for each of the specific Board positions as set forth in Article VII above. The committee shall make its report at least one week before the annual meeting.

ARTICLE VIII. DISCIPLINE

The Board shall have the right and authority to suspend, bar or otherwise discipline any player or official, including any coach, assistant coach, manager, official, or Board member for just cause.

Section 1. Disciplinary Committee. If necessary, the President shall appoint a disciplinary committee from among the Board members, which shall include the President (who shall serve as chairman of the committee), the Risk Management Coordinator, and three other Board members. Two alternates shall also be named. No person shall be appointed to serve on the disciplinary committee if the case involves his or her child, child’s team, child’s coach or who otherwise has a conflict of interest. The disciplinary committee shall hear all cases involving alleged violations of the Association’s bylaws or rules and regulations, or WSSA, or USYS rules of play, or conduct, and shall recommend appropriate action to the full Board.

Section 2. Guidelines. The disciplinary committee shall recommend guidelines for offenses and punishments consistent with WSSA and USYS rules of play to the Board. The guidelines shall become a part of the Association’s rules and regulations.

Section 3. Appeal. Adverse rulings may be appealed to the Board who may, at their discretion, act on the appeal, or dismiss the appeal. Further appeals shall be in accordance with the detailed procedures set forth in the WSSA rules and regulations.

ARTICLE IX. RULES AND REGULATIONS

Section 1. Development of Rules and Regulations. The Board of Directors shall develop and implement written Rules and Regulations for the day-to-day operations of the Association’s Programs and programs.

Section 2. Contents of Rules and Regulations. All particulars of the operations( as opposed to the governance) of the Association, whether for the Recreational Program or the Competitive Program, shall be set forth in the Associations Rules and Regulations, which shall include, but not necessarily be limited to, provisions for eligibility, forfeitures, rules of play, games, post season play, tournament play, equipment, uniforms, and program representatives for regional and state tournaments.

Section 3. Amendment of Rules and Regulations. The association rules and regulations may be amended by affirmative vote of a majority of the presently constituted Board of Directors at any regular, special or annual meeting.

ARTICLE X. RULES OF ORDER AND AGENDA FOR CERTAIN MEETINGS

Section 1. Parliamentary Authority. Robert’s Rules Order Revised shall govern the proceedings of the Association, but failure to strictly comply with said rules shall not be a ground for in validating any otherwise lawful action.

Section 2. Admission to Meetings . Any interested person shall be allowed to attend Board Meetings but shall not be an active participant in any discussions during the Meeting unless invited by the presiding officer. Any child who is registered as a player or the child’s parent(s) or legal guardian(s) shall not be denied an opportunity to participate in discussions.

ARTICLE XI. INDEMNITY

The Association may indemnify and defend any present or former director or officer or coordinator of the Association or their designated agents against all expenses actually and reasonably incurred in connection with the settlement or defense of any action, suit or proceeding, civil or criminal, in which he or she is involved or made a party by reason of being or having been such director or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence, intentional or wilful misconduct in the performance of duty to the Association, or as to any criminal conduct. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.

ARTICLE XII. CONTRACTS, LOANS, CHECKS, and DEPOSITS

Section 1. Contracts . The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on the half of the Association, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Association, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution approved by affirmative vote of a majority of the duly constituted board existing at the time of the vote. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc.. All checks, drafts, or other such orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall be determined from time to time by resolution of the Board of Directors. Unless otherwise resolved, all Association checks for over $ 100.00 shall be signed by the Association Treasurer and either the President, Vice-President or Equipment Coordinator. If any of the above officers is absent, incapacitated or unwilling to act, the Board may delegate signatory powers to another board member by a majority vote of the presently constituted Board. Checks for $100.00 or less may be signed by either the President, Vice-President, Treasurer or Equipment Coordinator alone.

Section 4. Purchases. For purchases less than $100.00, the Association President or Equipment Coordinator may authorize the purchase and payment provided that the actions shall be subsequently ratified and confirmed by the Board at any regular or annual meeting of the Board of Directors, and further provided that no more than five such purchases shall be made in any calendar year. Purchases for more than $100.00 shall only be authorized upon prior approval by the Board of Directors at any regular or annual meeting.

Section 5. Deposits. All funds of the Association not otherwise encumbered shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE XIII. FISCAL YEAR

The fiscal year of this corporation shall coincide with the fiscal year of WSSA.

ARTICLE XIV. WAIVER OF NOTICE

Whenever a notice is required to be given to any member of the Board of Directors of this Association under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Wyoming Non-Profit Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notices, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV. AMENDMENTS

The foregoing Bylaws or any portion thereof may only be amended or repealed by an affirmative vote of two-thirds of the total membership of the presently constituted Board. Any proposed amendment shall first be submitted to the other constituted membership of the Board of Directors of the Association not less than 15 days prior to the date of the meeting at which the proposed amendment will be considered and voted on. Any amendments shall be incorporated into the body of the Bylaws, with an appropriate reference to the date of revision under the heading, and the Association Secretary shall maintain a complete list of all amendments. and their date of passage.

ADOPTED AND EXECUTED in triplicate originals this 3rd day of August, 2000.

Rick Bergstedt, Carolyn Aanestad,
President Secretary