PENDER UNITED FOOTBALL AND CHEER ASSOCIATION, INC.
BYLAWS
ADOPTED UPON FILING OF THE ARTICLES OF ORGANIZATION

PREAMBLE

Pender United Football and Cheer Association, Inc. (hereinafter described as the Association) shall operate in accordance with the Official Rules Coastal Pop Warner Football and Cheer leading (hereinafter described as CPWF&C), the Laws of the State of North Carolina and the United States of America, and these Bylaws unless in conflict with the Official Rules or State/Federal Law).

ARTICLE 1 - PURPOSE

1. The ultimate purpose of the Association shall be to provide a recreational football/cheerleading program with the rrajor emphasis on fun, safety and character development of all youth interested in playing and developing the skills of football/cheerleading.
2. It shall always be the goal of this Association to:
   1. Provide youth the opportunity for fun and enjoyrrent through a football/cheerleading program;
   2. To inspire youth, regardless of race, sex, creed or national orlgln to practice the ideals of sportsmanship, scholarship and physical fitness; and,
   3. To familiarize youth with the fundamentals of football/cheerleading. The Association shall always promote "Safety First" play by conducting and praroting only programs with strict controls over age, weight, equipment and the behavior of the participants, coaches and spectators.
3. The filed Articles of Incorporation are incorporated herein by reference. If any conflict shall arise between these Bylaws and the Filed Articles of Incorporation, the filed Articles of Incorporation shall control.

ARTICLE II - EXECUTIVE COMMITTEE

1. The Executive Corrrnittee shall be comprised of the following: President, Vice President, Secretary, Treasurer, Football Commissioner, Cheerleading Commissioner, and Fundraising Executive. Individually, these positions are known as Executive Directors.
2. The Association I s Executive Directors shall be elected each year at the Annual Membership Meeting.
3. If during the year an Executive Director resigns from office or is otherwise unable to continue to serve, that vacancy shall be filled by the majority vote of the remaining Executive Directors.
4. Any Executive Director may be relieved of his/her position for Cause upon the calling of a Special Meeting pursuant to Article VIII of these Bylaws. At that Special Meeting, the accused Executive Director will have the opportunity to be heard for a maximum of 15 minutes before submitting to questions from the remaining Executive Directors and Directors. At the conclusion of this Hearing, a vote will be had as whether to relieve the Executive Director of his/her position outside of the presence of the accused Executive Director.
5. Spouses may not serve contemporaneously as Executive Directors.

ARTICLE III - BOARD OF DIRECTORS

1. The Board of Directors shall be comprised of the Executive Ccmnittee, and the Head Coach or his/her designee for each team playing for the Association.
2. All Head Coaches must be approved by the Executive Cormnittee in a Executive Directors Meeting immediately following the Annual Membership Meeting.
3. If a Head Coach has not completed the necessary registration/educational requirements pursuant to Article VIII of these Bylaws, that Head Coach and/or his or her Proxy may attend the meetings, but may not vote on any Association matters until such time as all the coaching requirements are met.
4. If a Head Coach wishes to designate a proxy to serve on the Board of Directors in his/her stead, this proxy must also be approved by the Executive Committee at the General Meeting.
5. If a Head Coach resigns, then a new Head Coach shall be appointed by the Executive Cormnittee a the first available opportunity. If a proxy resigns, then a replacement proxy may be appointed by the Head Coach of that Team.
6. Any Director may be relieved of his/her position for Cause upon the calling of a Special Meeting pursuant to Article VIII of these Bylaws. At that Special Meeting, the accused Director will have the opportunity to be heard for a maximum of 15 minutes before submitting to questions from the remaining Executive Directors and Directors. At the conclusion of this Hearing, a vote will be had as whether to relieve the Director of his/her position outside of the presence of the accused Director.

ARTICLE IV - ASSOCIATION MEMBERSHIP

1. An Association Member shall be one (1) parent or legal guardian of each child who has completed an Application, passed all physical requirements and paid any dues assessed. Additionally, voting Members also constitute the Executive Directors and Directors.
2. Membership fees shall be set annually by the Board. Only the Board of Directors may waive said fees in any given year. However, any waiver must be granted to all Members of the Association and not to any individual. No part of this Rule, however, shall prevent the Association from approving scholarships funded by any third-party.
3. Membership is from February 1st to January 31st.

ARTICLE V - ANNUAL MEMBERSHIP MEETING

1. The Annual Membership Meeting of the Association shall be held between the end of the season and February 1st of the following calendar year.
2. All meetings shall be held at a time and place fixed by the President.
3. All Association Members are invited to attend the Annual Membership Meeting and this meeting is open to all parents and/or guardians of a football player or cheerleader regardless of whether that parent is the voting parent pursuant to Article IV.
4. The primary purpose of this meeting shall be to elect a President, Vice President, Secretary, Treasurer, Football Commissioner, Cheer leading Commissioner, and Fundraising Executive and to review the proposed changes to the Bylaws.
5. Each Association Member (including existing Directors and Executive Directors) shall be entitled to one (1) vote. No Member shall be entitled to more than one vote regardless of any position that they may hold in addition to being an Association Member.
6. No proxy voting is authorized.
7. Notice of the annual meeting shall be given no less than ten days in advance. Notice must be given in writing (email and telephone facsimile are sufficient).
8. No minimum Quorum shall apply.

ARTICLE VI - DIRECTORS' MEETING

1. A Directors' Meeting of the Association shall be held at least five (5) times per year.
2. The First Directors' Meeting of the Association shall be held immediately after the Executive Directors' Meeting following the Annual Membership Meeting. At this Directors' Meeting, the coaching status of all Paid Coaches shall be reviewed and if possible, approved. This Approval is subject to Article VIII of these Bylaws and under the conditions set forth in Article III of these Bylaws. Furthermore, the changes to the Bylaws recommended in the Fourth Meeting shall be put to a vote.
3. The Second General Membership Meeting of the Association shall be held before May lst of each year. At this meeting, the Budget shall be adopted. If the Budget is not adopted at this meeting, a Special Meeting shall be called within 20 days for the purpose of adopting the annual budget.
4. The Third General Membership Meeting of the Association shall be held before August 1st of each year. At this meeting the upcoming season shall be under review.
5. The Fourth General Membership Meeting shall be held before October 1st of each year. At this meeting, the season in progress shall be under review.
6. The Final General Membership Meeting shall be held before December 1st of each year. These Bylaws shall be reviewed at this meeting.
7. All meetings shall be held at a time and place fixed by the President.
8. All Directors are expected to attend the Directors' Meeting. The absence of a Director at Two (2) consecutive meetings without prior Notice to the President or Secretary can serve as grounds to dismiss that Director from the Board and replace him/her with a new Director.
9. The primary purpose of these meetings shall be to handle the general business of the Association, including but not limited to the approval of funding decisions in excess of $250.00, to replace Executive Directors and Directors when necessary, to amend these Bylaws, to determine the disposition of any assets owned by the Association and/or to address any concerns or opportunities that have arisen.
10. Each Director (including Executive Directors) shall be entitled to one (1) vote. No Member shall be entitled to more than one vote regardless of any position that they may hold in addition to being a Director.
11. No proxy voting is authorized.
12. Notice of a Director's Meeting shall be given no less than seven days in advance. Notice must be given in writing (email and telephone facsimile are sufficient) or orally at the preceding Directors' Meeting so long as it is duly noted in the Minutes.
13. A minimum Quorum of 60% of the Directors must be present for this Directors' Meeting. If fewer than 60% are in attendance, then the President shall schedule another meeting without delay and properly serve all Directors with Notice of such meeting.
14. The President shall not vote in such meetings unless necessary to break a tie.

ARTICLE VII - EXECUTIVE MEETINGS

1. Executive Meetings must be held at least 10 times per year, though they may be held in conjunction with the Annual Meeting, a Director's Meeting and/or a Special Meeting.
2. All meetings shall be held at a time and place fixed by the President.
3. All Executive Directors are expected to attend the Executive Meetings. The absence of an Executive Director at Two (2) consecutive meetings without prior Notice to the President or Secretary can serve as grounds to dismiss that Executive Director from the Executive Committee and replace him/her with a new Executive Director.
4. The primary purpose of this meeting shall be to monitor the status of the Association, including but not limited to the approval of funding decisions less than $250.00, to conduct financial audits, to review fundraising progress, to create proposed changes to Bylaws, and/or to address any concerns or opportunities that have arisen.
5. Each Executive Director (including Members of the Executive Committee) shall be entitled to one (1) vote.
6. No proxy voting is authorized.
7. Notice of the Executive Meetings shall be given no less than seven days in advance. Notice must be given in writing (email and telephone facsimile are sufficient) or orally at the preceding Executive or Directors' Meeting so long as it is duly noted in the Minutes.
8. A minimum Quorum of 60% of the Executive Directors must be present for an Executive Meeting. If fewer than 60% are in attendance, then the President shall schedule another meeting without delay and properly serve all Executive Directors Notice of such meeting.

ARTICLE VIII - SPECIAL MEETINGS

1. As necessary the President may call Special Meetings for all Directors and Executive Directors. Any Executive Officer may petition the President to call a Special Meeting. If the President refuses to call a Special Meeting, any three (3) Executive Officers and or Directors may call such meeting. All Directors and Executive Directors must be given notice of these meetings. Such notice must be given at least ten (10) days in advance.
2. Each Director (including Executive Directors) shall be entitled to one (1) vote. No Member shall be entitled to more than one vote regardless of any position that they may hold in addition to being a Director.
3. No proxy voting is authorized.
4. A minimum Quorum of 60% of the voting members must be present for this Special Meeting. If fewer than 60% are in attendance, then the President shall schedule another meeting without delay and properly serve all Directors with Notice of such meeting. This meeting may be rescheduled orally to those in attendance, but must be made in written form (by USPS, email, or faxcimile) to those Executive Directors' and Directors not in attendance.

ARTICLE IX - DUTIES

PRESIDENT - The Association President shall be the Executive Director who, along with the Board, shall conduct the affairs of the Association. He/She shall:

1. Call and Preside over all meetings and over the appointment of committees to carry out the responsibilities of the Association;
2. Sign any and all checks in conjunction with the Treasurer;
3. Conduct the annual audit of the Associations books with the Executive Committee;
4. Prepare the annual budget with the Treasurer input for the Board's approval;
5. Conducting background checks on all coaches and support personnel;
6. Attend all Coastal Pop Warner League Meetings with another Board member;
7. The President shall not vote in any Annual Meeting, Directors' Meeting or Executive Meeting unless necessary to break a tie or have a Quorum. However, the President may nominate candidates for positions and present Motions to the Floor at any time;
8. A President is elected every year at the Annual Meeting and may not serve for more than three (3) consecutive years as President; and,
9. If the presiding President shall be a coach, resident or otherwise drawn from the Burgaw area, the Vice President shall be a coach, resident or otherwise drawn from the Rocky Point area, and vice versa.

VICE PRESIDENT - The Vice President shall be the Executive Director who, assists and carries out the duties of the President in his/her absence. He/She shall:

1. Assume the duties of President if the President defaults;
2. Assist the Commissioners with proper equipment and uniform storage and maintaining equipment and uniform inventory;
3. Assist the Football and Cheer Commissioners in all matters regarding weight, age and documentation compliance;
4. A Vice-President is elected every year at the Annual Meeting and may not serve for more than three (3) consecutive years as Vice-President; and,
5. If the presiding Vice-President shall be a coach, resident or otherwise drawn from the Burgaw area, the President shall be a coach, resident or otherwise drawn from the Rocky Point area, and vice versa.

SECRETARY - The Secretary shall be the Executive Director who, shall attend all the meetings and shall record all the minutes and votes of the Association. He/She shall:

1. Give all notices required to the Board members and general membership;
2. Assist the Vice-President and Commissioners in all aspects of registration, and handle the officially certification of all teams;
3. See that each coach has a certified roster for their team;
4. Keep a copy of the certified roster for each team and a signed copy of the most recent By-laws;
5. Secure all necessary team files, including financial records, contracts, invoices, etc.;
6. This position may be combined with the Treasures position with the Board's approval;
7. A Secretary is elected every year at the Annual Meeting and may not serve for more than three (3) consecutive years as Secretary; and, If the presiding Secretary shall be a coach, resident or otherwise drawn from the Burgaw area, the Treasurer shall be a coach, resident or otherwise drawn from the Rocky Point area, and vice versa.

TREASURER - The Treasurer shall be the Executive Director who shall keep all the financial records in complete detail. He/she shall:

1. Receive and receipt all finds the Association collects;
2. Sign all checks in conjunction with the President along with the proper approval of the Board and/or Executive Committee pursuant to Articles II and III of these Bylaws;
3. Prepare all checks for the paying of all expenditures;
4. Reconcile accounts monthly and provide reconciliation reports at the Executive Meetings;
5. Provide an annual report to be given at the annual membership meeting;
6. Open the books for a audit to be done annually by the Executive Committee;
7. Prepare the annual budget with the President for the Board's approval;
8. Present financial reports at each of the Executive Directors' Meetings, Directors' Meetings and Annual Meetings;
9. A Treasurer is elected every year at the Annual Meeting and may not serve for more than three (3) consecutive years as Treasurer; and,
10. If the presiding Treasurer shall be a coach, resident or otherwise drawn from the Burgaw area, the Secretary shall be a coach, resident or otherwise drawn from the Rocky Point area, and vice versa.

FOOTBALL COMMISSIONER - The Football Commissioner shall be the Executive Director who is responsible for overseeing the enforcement of all rules, either local or as set forth in the Coastal Pop Warner Football and Cheerleading League and provide for the overall safety operation of the football portion of the Association. He/She shall:

1. Have all investigative and disciplinary power over members, teams, sponsors, coaches, parents and all adults connected with the football portion of the Association;
2. Shall decide team and player eligibility, and oversee placement of league players along with the Board;
3. Hear all game protests and impose appropriate restrictions and penalties;
4. Price and order all equipment and uniforms needed, with board approval;
5. Equip each football team with safe, proper equipment and uniforms at the start of each season;
6. Retrieve equipment and uniforms from each team at the end of each season;
7. This person or his duly appointed substitute shall be present at all games involving the Association. He/she most inform the President of any substitution;
8. A Football Commissioner is elected every year at the Annual Meeting and may not serve for more than three (3) consecutive years as Football Commissioner; and,
9. If the presiding Football Commissioner shall be a coach, President or otherwise drawn from the Burgaw area, the Cheer Commissioner shall be a coach, resident or otherwise drawn from the Rocky Point area, and vice versa.

CHEER COMMISSIONER - His/her duties as cheer leading Commissioner are identical to those of the football commissioner except that the duties are cheer-related.

1. A Cheer Commissioner is elected every year at the Annual Meeting and may not serve for more than three (3) consecutive years as Cheer Commissioner; and,
2. If the presiding Cheer Commissioner shall be a coach, resident or otherwise drawn from the Burgaw area, the Football Commissioner shall be a coach, resident or otherwise drawn from the Rocky Point area, and vice versa.

FUNDRAISING EXECUTIVE - The Fundraising Executive shall be the Executive Director responsible for organizing all fundraising activities. He/She shall:

1. Contact the appropriate authorities for event authorization;
2. Insure proper insurance coverage for such events;
3. Recruit and oversee committees to manage these events;
4. Create budgets and request funding for these events;
5. Collect all invoices and expense reports along with collecting all proceeds;
6. Reporting Gross and Net receipts to the Board as requested and as part of the fundraising reports at each Executive Directors, Directors and Annual Meeting;
7. Delivering all financial records to the Secretary and all funds to the Secretary for Deposit;
8. Draft grant requests to be reviewed by the Board of Directors before submission; and,
9. Present fundraising reports at each of the Executive Directors'

ARTICLE XV - REGISTRATION

1. All football and cheerleaders must meet the academic, documentation, physical, and age requirements promulgated by Coastal Pop Warner Football and Cheer leading Association as well as pay any registration fees/dues in full prior to participating in any practice or competition.
2. When determining what teams are formed for each weight/age division for any given year, the Board will make these determinations along with where those practice facilities should be located. This being said, the Board shall always make every possible effort to place those players in locations which are closest to their places of residence or to place those players on their preferred teams.

ARTICLE XVI. - DISOLVING THE ASSOCIATION

1. If for any reason the Association were to dissolve, all it's money and equipment would be donated to another non-profit organization. The non-profit organization would have to serve in a similar capacity as the Association, serving the same area and age group which the Association is currently serving.
2. The Association Board of Directors would vote on which non-profit organization would receive the donation.

By-Laws approved and adopted January 2010 Association Initial Directors: