1.   NAME: This corporation shall be known as the Massachusetts Youth Cheer Alliance, Inc. (MYCA).

2.  MISSION: It is the intent of MYCA to create a positive environment for member cheerleading programs, by establishing rules, guidelines and providing training for coaches. The overall goals are to help member programs foster the development of cheerleaders and encourage strong character and values. MYCA is committed to ensuring that all participating teams operate with an emphasis on skill development, personal growth and enjoyment. MYCA encourages respect for others, teamwork and good sportsmanship. Our objective is to provide the largest number of pre-high school aged youth with a positive cheerleading experience.

3.  ORGANIZATION: The corporation shall be comprised of an elected executive board, and representatives that are appointed from each member program. No part of the net earnings of the corporation/organization shall insure to the benefit of, or be distributable to its officers, directors or other private persons, except that the reasonable compensation for services rendered and to make payments and distributions in furtherance of section 501(C)(3) purposes. No substantial part of the activities of the corporation/organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation/organization shall not participate in, or intervene in (including the publishing or distribution of statement(s)) any political campaign on behalf of or in opposition to any candidate for public office. Upon the dissolution of this corporation/organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(C)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or loan government, for a public purpose.

4.   OPERATIONS:

4.1.   Powers. The affairs of the corporation shall be managed by an Executive Board and a Board of Directors who exercise all the powers of the corporation as described below.

4.2.  Executive Board. The corporation shall have an Executive Board. The Officers of the Executive Board shall be elected by designated representatives from each program currently participating in MYCA at the annual meeting. Officers of the Executive Board shall hold office until the next annual meeting. The Executive Board shall have the sole authority to determine what constitutes a participating program. The Executive Board shall have decision making authority on all administrative and disciplinary matters as well as other matters determined by to be time sensitive and urgent in nature.

4.3.  Board of Directors. Each participating program shall designate one or more representatives that comprise the Board of Directors. Each participating program shall have a single vote regardless of the number of representatives designated from that program. The Board of Directors shall be responsible for voting on organization rules and budget, as well as electing the Executive Board.

4.4.  Committees. The Executive Board may elect or appoint one or more committees and may delegate to any such committee or committees any or all of their powers, provided that any committee to which the powers of the Executive Board are delegated shall consist solely of Executive Officers. Unless the Executive Officers otherwise determine, committees shall conduct their affairs in the same manner as is provided in these bylaws. The members of any committee shall remain in office at the pleasure of the Executive Board.

4.5.  Annual Meeting. The annual meeting of directors shall be held each January on such date and at such hour and place as the Executive Board determines. In the event that no date for the annual meeting is established or such meeting has not been held on the date so determined, a special meeting in lieu of the annual meeting may be held with all of the force and effect of an annual meeting.

4.6.  Regular and Special Meetings. Regular meetings of the directors may be held monthly, at such places and at such times as the directors may determine. Special meetings of the directors may be held at any time and at any place when called by the President, Vice President, or a majority of the Executive Board.

4.7.  Notice of Meetings. Forty eight hours’ notice by mail, email, hand delivery or telecopier shall be given for an annual, special, or regular meeting unless shorter notice is adequate under the circumstances.

4.8.  Quorum. At any Executive Board Meeting, a majority of the Officers then in office shall constitute a quorum. At any Board of Director Meeting, a majority of member programs and Executive Officers constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

4.9.  Action by Vote. When a quorum is present at any meeting, a majority of the programs and Executive Officers present and voting shall decide any question, including election of officers, unless otherwise provided by law, the articles of organization or these bylaws.

4.10.  Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.

4.11.   Vote of Interested Directors. A director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which the corporation contemplates contracting or transacting business shall disclose his or her relationship or interest to the other directors acting upon or in reference to such contract or transaction. No director so interested shall vote on such contract or transaction, but he or she may be counted for purpose of determining a quorum. The affirmative vote of a majority of the disinterested directors shall be required before the corporation may enter into such contract or transaction.

In case the corporation enters into a contract or transacts business with any firm, corporation or association of which one or more of its directors is a member, stockholder, trustee, director, officer, or employee, such contract or transaction shall not be invalidated or in any way affected by the fact that such director or directors have or may have interests therein which are or might be adverse to the interests of the corporation.

No director or directors having disclosed such adverse interest shall be liable to the corporation or to any creditor of the corporation or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such director or directors be accountable for any gains or profits to be realized thereon.

Notwithstanding the above, the knowing failure of any director or directors to disclose such interest shall be grounds for removal from the board.

5.  OFFICERS AND AGENTS:

5.1.  Number and Qualification. The officers of the corporation shall be a President, Vice President, Treasurer, Secretary and such other officers, if any, as the directors may determine. An officer may but need not be a director. The Secretary shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time.

5.2.  Election. The President, Vice President, Treasurer and Secretary, shall be elected annually by the directors at the annual meeting. Other officers, if any, may be elected by the directors at this time.

5.3.  Tenure. Subject to Section 5 herein, the President, Vice President, Treasurer, Secretary and other elected officers shall each hold office until the next annual meeting of the directors and until a successor is elected and qualified.

5.4.  President. Unless otherwise determined by the directors, the President shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The President oversees the general operation of MYCA. The President shall preside at all meetings of the directors, except as the directors otherwise determine. The President shall have such other duties and powers as the directors shall determine.

5.5.  Vice President. In the absence of the President, the Vice President shall perform duties of the President. The Vice President shall have such other duties and powers as the directors shall determine.

5.6.  Treasurer. The Treasurer shall be the chief financial officer of the corporation. They shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The Treasurer is responsible for the checking account and receives all monies payable to MYCA. They are also responsible to create an annual budget based on past and anticipated expenditures. He or she shall have such other duties and powers as designated by the directors or the President.

5.7.  Secretary. The Secretary shall record and maintain records of all proceedings of the directors in a book or books kept for that purpose and shall have custody of the seal of the corporation. If the Secretary is absent from any meeting of directors, a temporary Secretary chosen at the meeting shall exercise the duties of the Secretary at the meeting

5.8.  Other Officers. Other officers shall be elected and have such duties and powers as may be designated from time to time by the directors

6.     SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISORS, FRIENDS OF THE CORPORATION: The directors may designate persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum and shall have no other rights or responsibilities.

7.   RESIGNATION, REMOVAL AND VACANCIES:

7.1.  Resignation. Any director or officer may resign at any time by delivering his resignation in writing to the commissioner or the clerk or to the corporation. Such resignation shall be effective upon receipt unless specified to be effective at some other time.

7.2.  Removal. A director may be removed with cause at any time by the vote of a majority of the directors then in office. Any officer may be removed with or without cause at any time by the vote of a majority of the directors then in office.

7.3.  Vacancies. Any vacancy on the Executive Board shall be filled by appointment by the Board of Directors, and such successor shall hold office for the unexpired term of the Director whose place was vacant and until his successor shall have been duly elected. Vacancies on the Board of Directors shall be filled by appointment of a representative from the participating program.

8.  INDEMNIFICATION:

The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director or officer of the corporation or of any of its subsidiaries or affiliated organization, or who at the request of the corporation may serve or at any time has served as a director or officer of, or in a similar capacity with, another organization or an employee benefit plan, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such person may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the corporation or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation or, to the extent such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the corporation, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification

under this section, which undertaking may be accepted without regard to the financial ability of such person to make repayment.

A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization shall be deemed to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation if he acted in good faith in the reasonable belief that his action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he had a fiduciary duty.

Where indemnification hereunder requires authorization or approval by the corporation, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of the corporation approves the payment of indemnification, such director shall be wholly protected, if:

(i)             the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding, or (2) by a majority vote of a committee of one or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board (in which selection directors who are parties may participate); or

(ii)           the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the corporation) appointed for the purpose by vote of the directors or in the manner specified in clauses (1) or (2) of subparagraph (i); or

(iii)         the payment is approved by a court of competent jurisdiction; or

(iv)          the directors have otherwise acted in accordance with the applicable legal standard of conduct.

Any indemnification or advance of expenses under this section shall be paid promptly and in any event within 30 days after the receipt by the corporation of a written request therefore from the person to be indemnified, unless with respect to a claim for indemnification the corporation shall have determined that the person is not entitled to indemnification. If the corporation denies the request or if payment is not made within such 30-day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the corporation.

The right of indemnification under this section shall be a contract right inuring to the benefit of the directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this section shall adversely affect any right of such director, officer or other person existing at the time of such amendment or repeal.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder. The indemnification provided hereunder may, to the extent authorized by the corporation, apply to the directors, officers and other persons associated with constituent corporations that have been merged into or consolidated with the corporation who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the corporation.

The right of indemnification under this section shall be in addition to and not exclusive of all other rights to which such director, officer or other persons may be entitled. Nothing contained in this section shall affect any rights to indemnification to which corporation employees or agents, other than directors, officers and other persons entitled to indemnification hereunder, may be entitled by contract or otherwise by law.

9.     SEAL AND FISCAL YEAR:

9.1.  Corporate Seal. The seal of the corporation shall be circular in form with the name of the corporation around the periphery and the year and state of incorporation within or such other form as the directors may determine.

9.2.  Fiscal Year. The fiscal year of the corporation shall end on December 31st in each year or such other date as the directors may determine.

10.  ADOPTION OF RULES AND REGULATIONS: The directors may, from time to time and by majority vote, adopt rules and regulations applicable to the corporation and modify the same consistent with these bylaws.

AMENDMENT: These bylaws may be amended or repealed, in whole or in part, by vote of a two-thirds (2/3) majority of the participating programs and Executive Officers at any meeting of the directors. No amendment shall be effective unless the substance of the same shall have been submitted in writing to the board of directors at the preceding regularly scheduled meeting of the board of directors Notice of the proposed amendment and of its substance, must be included in the notice of next regularly scheduled board of directors meeting.