ARTICLE I

Name: This Corporation shall be known as the ORANGE EMPIRE CONFERENCE, INC. –
(sometimes referred to as O.E.C. within this document)
Gender: The use of the masculine gender herein shall include the feminine gender.
Color: Orange
Logo/Insignia: As presently contained in the letterhead of ORANGE EMPIRE CONFERENCE, INC.

ARTICLE II

Principal Office: The office of the principle place of business of ORANGE EMPIRE CONFERENCE, INC. shall be within the geographic boundaries as stated in Article XI. The Corporation's current mailing address is P.O. Box 7652, Huntington Beach, CA 92615-7652.

ARTICLE III

Objectives:
Section 1: This Corporation is a non-profit public benefit corporation and is not organized for the private gain of any person.

Section 2: The specific purpose of the ORANGE EMPIRE CONFERENCE, INC. shall be to implant, firmly in the youth of the communities, the ideals of good sportsmanship, honesty, loyalty and courage so that they may be finer, stronger, healthier and happier youths who may reflect credit upon themselves, their parents and their communities. This objective shall be achieved by providing a supervised, safety-oriented football and cheerleading program. The supervisors shall bear in mind that winning is secondary and that the molding of the future adults is of primary importance. An additional objective is to stress the importance of scholastic achievement.

Organization:
Section 1: This Corporation is organized exclusively for charitable purposes within the meaning of Section 501 (C) (3) of the Internal Revenue Code. Section 2: No substantial part of the activities of this Corporation shall consist of carrying propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign, including the publishing or distribution of statements on behalf of any candidate for public office.

Property:
The property of this Corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a non-profit fund, foundation or corporation which has established its tax exempt status under Section 501 (C) (3) of the Internal Revenue Code.

ARTICLE IV
Membership:
Section 1: Membership in the Corporation shall consist of any organized football association, which meets the ORANCE EMPIRE CONFERENCE, INC. requirements and that has been approved for entry by the Governing body.

Section 2: Football associations seeking membership, providing they meet the Corporation requirements, shall be admitted by two-thirds (2/3) vote of the Board of Presidents for one (1) playing season of probation, at the end of which a final vote shall be taken for approval of regular membership.

A) Associations that in the opinion of OEC, have re-organized with the intent of avoiding previous debt, shall not be eligible for membership.

B) Approval of regular membership shall require a 2/3 majority vote of the Board of Presidents, a quorum being present. There are no required criteria that mandate approval of regular membership, such approval is at the sole discretion of the current Board of Presidents.

C) At the option of the Board of Presidents and by a 2/3 majority vote, Probationary Associations may have their probationary status extended for a period of time deemed appropriate.

D) Any Probationary Association that has failed to gain approval for regular membership or an extension of probation, upon such vote but in no event later than December 31st of the current year, shall immediately cease to be affiliated with the ORANGE EMPIRE CONFERENCE, INC. All monies due to OEC for an Association that fails to gain such membership or probation extension approval shall become due and payable upon the date
of such vote or December 31st of the current year (whichever occurs first).

Section 3: Members of this Corporation shall be:
1) Anaheim Pop Warner Jr. League Football Association
2) Brea Jr. Athletic Association
3) Canyon Hills Jr. Athletic Association
4) Costa Mesa Jr. Football
5) Cypress Youth Athletic Association
6) Fullerton Jr. Athletic Association
7) Garden Grove Pop Warner Football
8) Huntington Beach Pop Warner, Inc.
9) La Habra Jr. Athletic Association
10) Lakewood Pop Warner, Inc.
11) La Mirada Matadors Youth Football
12) Greater Long Beach Football Pop Warner Football and Cheer Association, Inc.
13) Los Alamitos Pop Warner
14) Montebello Pop Warner
15) North Long Beach Pop Warner, Inc.
16) Norwalk Pop Warner Association, Inc.
17) (Pasadena) - Trojan Youth Football & Cheer
18) Saddleback Valley Pop Warner, Inc.
19) Santa Ana Association Pop Warner Football, Inc.
20) Santa Margarita - Trabuco Canyon Pop Warner Football, Inc.
21) South Coast Youth Football, Inc.
22) Stanton Pop Warner
23) Tri Cities Pop Warner and Cheer Inc.
24) Tustin Youth Football, Inc.
25) Yorba Linda Pop Warner, Inc.

Section 4: Members of this Corporation shall form a Board of Presidents. The Board of Presidents shall consist of Presidents of each member Association or his designated alternate. The designated alternate shall
serve only in the absence of the Association President. The designated alternate shall be a member of the Association Board of Directors.

Section 5: Removal of Membership:
The Board of Presidents of this Corporation may terminate a membership of a member Association by an affirmative two-thirds (2/3) vote, with or without cause. Notice of termination shall be presented in writing
to said member Association President, or any member of said Association Board of Directors.

Resignation of Membership:
A tender of resignation, in writing, to the Board of Presidents of this Corporation shall automatically terminate a membership. Any member Association terminated for whatever reason shall have no claim on any property or assets of this Corporation.

Liability:
Section 1: No member of this Corporation shall be liable for the debts, or be in any way responsible for the functions, activities or policies of the ORANGE EMPIRE CONFERENCE, INC. or any Association.

Section 2: Each Association shall hold the Corporation, its officers and employees harmless from any and all liabilities for damages sustained to or claimed as personal or property damages arising from acts, omissions or negligence of the member Association, its agents or employees.

ARTICLE V
Government:
Section 1: The government of this Corporation shall be under the supervision of the Board of Presidents, the Corporation Commissioner, Chief Deputy Commissioner and the Corporation Officers.

Section 2: The Officers of this Corporation shall consist of: the Corporation Commissioner, the Chief Deputy Commissioner, the Treasurer, the Secretary, the Cheer Commissioner, the Little Scholar Coordinator, and the Deputy Commissioners.

Section 3: The maximum number of Deputy Commissioners shall not exceed one-half (1/2) of the total number of member Associations (regular and probationary, rounding down).

Section 4: It shall be the duty of the Corporation Commissioner, Chief Deputy Commissioner and Corporation Officers to conduct all business of the ORANGE EMPIRE CONFERENCE, INC.

Section 5: Official business of the Corporation may be conducted at a regular or special meeting of the Corporation, if a quorum of the Board of Presidents is present. A quorum shall consist of a simple majority of the total number of Association Presidents in the Corporation in good
standing.

Section 6: Regular meetings shall be held monthly at a minimum. No regular meeting may be cancelled if such cancellation would violate this monthly minimum requirement unless approved by a 2/3 majority vote of the Board of Presidents. The annual meeting shall be the first meeting in January.

Section 7: The Corporation shall be the liaison between National Pop Warner and the Associations affiliated with this Corporation.

Section 8: The Corporation shall be responsible for all scheduling, eligibility and enforcement of all rules and regulations adopted by the Board of Presidents.

Section 9: The Corporation shall act as agent for payment of dues to National Pop Warner and the payment of insurance and officials to cover all Associations of the Corporation.

Section 10: Nominations / Elections For the purpose of this section, the term "Corporation Officer" and the like shall include those positions listed in Section 2 of this Article (above).

Nominations -
1. Nominations for Corporate Officers shall be made by any President or
Corporation Officer at least six weeks prior to the end of the calendar year.

2. Nominations for any and all offices shall be submitted to the Corporation Secretary. The Corporation Secretary shall keep a confidential record of who made each nomination.

3. The Corporation Secretary shall contact all nominees and verify their acceptance of all nominations prior to placing their name on any ballot.

4. An individual may be nominated for any number of offices. An individual's name shall appear on the ballot for every office for which they have accepted the nomination.

5. Qualifications for nominees for the offices of Corporate Commissioner, Chief Deputy Commissioner as well as Deputy Commissioner, at a minimum must include either, previous service as an O.E.C. Corporate Officer, or previous service as a President (or other titled Chief Executive Officer) at the Association level. Nominees failing this qualification may still be
nominated upon approval of a simple majority of the Board of Presidents, a quorum being present. (This item applicable from the Dec. 2005 elections on).

6. A nominee that has accepted a nomination, may only be kept off, or removed from, the ballot by a simple majority vote of the Presidents, a quorum being present, - or at their own request.

Elections -
1) The election for any given year shall be held at any regularly scheduled meeting in the month of December, and there shall only be one election date in any given year.

a) The election for the Corporation Commissioner and Chief Deputy Commissioner shall be held in the month of December in even-numbered years by secret ballot.

b) The election for all other Corporation Officers shall be held in the month of December of odd numbered years by secret ballot.

2) It shall be the responsibility of the Corporation Secretary to prepare and create all ballots for the election process.

3) Ballots shall be counted by at least three (3) persons that are not nominees and presided over by the current Corporate Secretary.

4) Ballots for the election of the Corporation Commissioner, Chief Deputy Commissioner, Secretary, Treasurer, Cheer Commissioner, and Little Scholars Commissioner, when more than one candidate is listed, shall have the names of all nominees noted immediately under the title of
the office in an order drawn by ‘lot’ for which they are running.

a. For any office in paragraph 4) where the nominee is running unopposed, directly under the name, there shall be two (2) boxes noted as “Yes” and “No”.

5) For the offices noted in paragraph 4, when more than one candidate is listed, the person who receives the most votes shall be declared the winner of that office.

b. For nominees noted in paragraph 4a), where there is a Yes – No option, a winner will be declared ONLY if the nominee receives more “Yes” votes than “No” votes. Tie votes shall be broken by conducting subsequent ballots, for the tied position(s) only, until such time as the tie(s) is broken.

6) Ballots for the election of Deputy Commissioners shall follow one of the following formats (see a & b below):

a. Should the number of nominees exceed the number of available positions (as mandated in Section 3 of this Article), then immediately under the Heading “Deputy Commissioner” shall be the instructions “Vote for only XX” (with XX being the number of available positions).

i. All of the nominees shall be listed underneath in an order drawn by lot.

ii. After the ballots are counted, the total number of votes for each nominee will be tallied. The available positions will be filled in the order of, the most votes received - down to the least votes received.

iii. Should there be a tie for the final available position(s), then subsequent secret ballots shall be cast with ONLY the tied nominees being listed. The nominee(s) that receive the most votes, of the votes tallied, shall fill the remaining vacancy(s).

iv. Any Ballot received where the number of votes cast for Deputy
Commissioner(s) exceeds the above referenced “Vote for only” quantity,
will not be counted in the Deputy Commissioner balloting tally.

b. Should the number of Deputy Commissioner positions available exceed the number of nominees, then the ballots for the election of Deputy Commissioners shall have each nominee listed. Next to each name, in a manner clearly indicating intent of vote, shall be two boxes noted as "Yes" and "No".

i. Any nominee who receives a simple majority of "Yes" votes over “No” votes, of the votes tallied, a quorum being present, shall be declared a winner.

ii. If a nominee receives the same number of "Yes" votes as "No" votes, subsequent votes shall be held until the nominee no longer receives the same number of "Yes" votes as "No" votes.

7) Write in votes are allowed – however, should a write-in candidate win the majority – the candidate must be announced to, and approved by, a majority vote of the Presidents.

8) No individual may hold more than one Orange Empire Conference, Inc. office at any given time. Should a nominee win more than one office, said nominee shall choose which office said
nominee shall occupy and the remaining offices said nominee won shall be declared vacant until such time as the Board of Presidents approve an appointment for the vacant offices.

9) The results of the election process shall be declared at the same meeting in which the election takes place.

10) Should there be less than one Deputy Commissioner for every three (3) Associations in the election process, then all the Corporation Officers and Presidents, individually or as a whole, shall solicit persons for presentation to the Commissioner until this ratio is achieved at the
earliest time possible.

Section 11. Appointments
1) Should any existing Corporate Officer position need to be filled as a result of a vacancy, the vacancy shall be filled by appointment.

2) Only the Corporate Commissioner may appoint Corporate Officers. Such appointments must be presented to and ratified by the Board of Presidents prior to the appointment taking affect. Such ratification shall be by a simple majority vote, a quorum being present.

3) Any Corporate Officer or Association President may present nominees for appointment to the Corporate Commissioner for consideration. All nominees for appointment received by the Corporate Commissioner shall be presented to the Board of Corporate Officers for approval.
Prior to presentation to the Board of Presidents for ratification, nominees for appointment must be approved by a simple majority vote of the existing Board of Corporate Officers, a quorum being present.

Section 12:Only the Board of Presidents shall have the right to remove any Corporate Officer from office. A two-thirds (2/3) vote of the Presidents present, a quorum being present, shall be required to remove a Corporation officer. A vote to remove any Corporation Officer must be
held during a regularly scheduled meeting of the Corporation.

Section 13: The natural term of office for all Corporate Officers (see section 2 above) shall be two (2) calendar years commencing January 1st in the year following the election. The natural term of office of an appointee shall be from the time the appointment is ratified
until the closest election for the office being held.

Section 14:No Corporate Officer shall serve as coach of any Corporation team nor hold any other office, or staff position in a member Association.

Section 15:No Association President shall exercise more than one (1) vote, the exception being if he/she has been assigned as a proxy by another Association President. In the event of a tie vote,
the Corporation Commissioner shall cast the deciding vote except for election voting. All of the Corporate Officers shall have access to debate, but shall have no vote.

ARTICLE VI

Officers and their Duties:
Corporation Commissioner: The Corporation Commissioner shall be the chief executive officer of the Corporation and shall, subject to the Board of Presidents, have general supervision, direction and control of the business and affairs of the Corporation. He shall be a member ex-officio of all committees except the nominating committee. He shall have one (1) vote in the case of a tie. The Corporation Commissioner shall have no vote in any proceeding that results in the installation of a Corporation Officer.

Chief Deputy Commissioner:
The Chief Deputy Commissioner shall report directly to the Corporate Commissioner and perform such duties as assigned by the Corporate Commissioner. He shall serve in the temporary absence of the
Corporation Commissioner with the full responsibility of that office.
Deputy Commissioner: He shall serve in whatever capacity deemed necessary by the Corporation Commissioner.

Treasurer:
The Treasurer shall maintain or cause to be maintained adequate and correct accounts of the business transactions of the ORANGE EMPIRE CONFERENCE, INC. The Treasurer shall be included as a signatory on all ORANGE EMPIRE CONFERENCE, INC. bank accounts. The Treasurer shall promptly deposit all moneys and other valuables in the name of and to the credit of the ORANGE EMPIRE CONFERENCE, INC. as directed by the Board of Presidents. He shall report the financial status of the Corporation at least monthly, at scheduled meetings. The Treasurer shall cause to be created all annual state and federal filings, include, but not limited to tax returns. And shall cause said documents to be filed by their statutory deadlines.

Secretary:
It shall be the responsibility of the Secretary to keep and maintain minutes of the Corporation meetings. The Secretary shall be responsible for distribution of Corporate communication, correspondence, mailings, etc., as assigned. The Secretary shall generally be the custodian of records for the corporation. Corporate Officers Rights To Alter Decision Of The Commissioner: While a meeting of the Board of Presidents is NOT in session, any decision of the Commissioner, that in the opinion of the concerned Corporate Officers, runs contrary to these By-Laws, published OEC Administrative Regulations, National Rules, Local or Federal government regulations, recognized cognizant Football & Spirit rules and regulations, or are detrimental to established OEC policy or to public opinion, can be altered in any manner by a two-thirds (2/3) vote of a quorum of the Corporation Officers including the Corporation Commissioner. Phone polls are allowed. Each Corporation Officer polled shall be entitled to one indivisible vote.

ARTICLE VII

Rules:
Robert's Rules of Order, Revised, shall govern the proceedings of all meetings, except where they conflict with these By-laws or the Administrative Regulations of the ORANGE EMPIRE CONFERENCE, INC., or
National Pop Warner Rules.

Playing Rules:
Orange Empire Playing Rules, once approved by the Board of Presidents for the current season, shall not be changed during the playing season by less than two-thirds (2/3) majority vote. A two-thirds (2/3) majority vote shall be two-thirds (2/3) of a quorum.

Inter-Association Agreements:
All Inter-Association agreements shall be filed with OEC. They are to be ratified with the two Associations concerned and OEC at the first meeting in January of the affected year.

ARTICLE VIII

Dues and Assessments:
Section 1: All Association members shall be responsible for all dues and assessments that may be levied for the operation of the Corporation.

Section 2: (NOTE: ITEM B1 through B3 (below) WILL AUTOMATICALLY FALL OFF OF THESE BY-LAWS ON DEC. 31ST 2005 – ITEMS B4 through B6 WILL AUTOMATICALLY BE RENUMBERED TO REPLACE THE DROPPED OFF ITEMS BEGINNING JANUARY 1ST 2006. NO FURTHER APPROVALS ARE REQUIRED FOR THIS ACTION TO
OCCUR)

A. All member Association’s OEC debt compiled prior to December 31st 2004 shall be frozen and be defined as “old debt”. From January 1, 2005 forward, all regular payments made by the Associations to OEC shall be credited to dues, assessments, fees, and the like incurred after this date. All ‘old debt’ shall be addressed in Item H below.

B. Annual Association fees shall be projected for the current year based upon the previous year’s team and/or participant counts, assessments, and other items as propriety demands. Assessments for new Associations shall be generally based upon projected team and/or participant counts, and other items as propriety demands and may be adjusted upon
confirmation of actual counts for the first year’s participation. These projected fees shall be incorporated into the current year’s OEC proposed budget for approval. These Annual Association fees shall be broken into three equal installments. Invoicing dates and due dates shall be as follows:

1) The invoice for the first Association fee installment for the current year shall be presented to the Associations by the OEC Treasurer at the first regular OEC meeting in June of 2005.

a) Payment due date for the first installment invoice is the first regular OEC meeting in Aug. of 2005.

2) The invoice for the second Association fee installment for the current year shall be presented to the Associations by the OEC Treasurer at the first regular OEC meeting in Aug. of 2005.

a) Payment due date for the second installment invoice is the first regular OEC meeting in Sept. of 2005.

3) The invoice for the third Association fee installment for the current year shall be presented to the Associations by the OEC Treasurer at the first regular OEC meeting in September of 2005.

a) Payment due date for the third installment invoice is October 31st of 2005. Beginning Jan 1st 2006.

4) The invoice for the first Association fee installment for the current year shall be presented to the Associations by the OEC Treasurer at the first regular OEC meeting in April of the current year.

a) Payment due date for the first installment invoice is the first regular OEC meeting in May of the current year.

5) The invoice for the second Association fee installment for the current year shall be presented to the Associations by the OEC Treasurer at the first regular OEC meeting in June of the current year.

a) Payment due date for the second installment invoice is the first regular OEC meeting in July of the current year.

6) The invoice for the third Association fee installment for the current year shall be presented to the Associations by the OEC Treasurer at the first regular OEC meeting in July of the current year.

a) Payment due date for the third installment invoice is August 15th of the current year.

7) Regular Statements of Association’s account status shall be issued to the individual Associations monthly.

8) Early payments on accounts may be submitted to the OEC Treasurer based upon monthly statements at anytime prior to either the issuance of these listed invoices or their related due dates. Such early payments shall be credited towards the earliest chronological invoice unless other arrangements have been made between the Association and the OEC Treasurer.

C. Adjustments to Association fees for the current year, as well as additional miscellaneous fees due (e.g. – additional referee fees, extraneous approved assessments, etc.) for the current year shall be calculated and presented to the Associations by the OEC Treasurer at the first meeting in January of the following year. Such invoices are due to be paid in full no later than the first meeting in February following the receipt of the invoice. ALL OF THE PREVIOUS YEAR’S DEBT MUST BE AT A ZERO BALANCE AT THIS TIME.

D. Penalties for Failure to pay presented invoices are as follows:

1) Failure to pay the presented invoices (items B1 through B3 above) by the due dates listed, shall result in a 10% late fee penalty being assessed in addition to the original amount due,
for each late invoice. Failure to pay the item, including the 10% late fee, within 15 days from the date of the original invoice due date, shall result in the suspension of the Association until such time as the invoice is paid.

2) The terms of Suspension of an Association, due to the failure to pay presented invoices (as stated in D1 above), and for any other reason for suspension, shall be defined as;

a) The suspended Association MAY attend regular President’s meetings but relinquishes all voting privileges (see ‘k’ below),

b) The suspended Association MAY hold regular practices in accordance with all applicable rules up to a point in time as deemed appropriate by OEC.

c) The suspended Association may not attend or participate in any other conference meetings or functions of any kind,

d) The suspended Association may not participate in scrimmages, nor may the Association participate in Conference activities, camps, clinics, etc.

e) During the period of suspension, as long as the final OEC certification date has not transpired, current and prospective members of suspended Associations will have the option to sign-up to participate in other OEC Associations that are still in good standing without the need to be released by “Waivers”. [NOTE: Member refunds are
the sole responsibility of the Associations],

f) The suspended Association will not be scheduled, nor allowed to participate in any regular season, pre-season, or post season games or competitions, g) Any Association that is suspended during the regular season where games are already scheduled, shall forfeit any and all scheduled games for the period of suspension. Should the period of suspension extend beyond a two (2) week and two (2) game period, all previously played games shall also be deemed forfeited and none of the
suspended Association’s teams shall be allowed to continue in further competition,

g)This paragraph shall also apply to non-financial related suspensions.

h) Any suspended Association will not be allowed to Travel nor will it be eligible for the disbursement of any OEC travel assistance funds,

i) Any Association fees already paid to OEC up to the period of suspension shall not be eligible for refund.

j) At the discretion of OEC Administration, Travel deposits of an Association may be used to pay past due debts.

k) Any Association that is suspended, or placed on probation, shall have no OEC voting rights during the term of suspension or probation.


This paragraph shall also apply to non-financial relate suspensions or
probations.

l) Failure to comply with the terms of a suspension or probation shall result in further penalties, up to and including loss of OEC charter, as determined by a two-thirds (2/3) majority vote of the Board of Presidents.

3) Any Association that fails to have a “zero”, or less, balance due, on or before midnight of the last day in February (see Section 2C above) for the previous year’s assessments – shall be suspended, per the terms of D2 above, until such time as the total balance is paid.

a) Any Association failing to successfully pay this total balance due OEC by midnight of the last day in March, for encumbrances of the prior calendar year, shall lose its’ membership in OEC.

b) Any Association that has so lost its’ OEC membership must reapply for OEC membership. Application for re-instatement of membership of such an Association must be accompanied by payment of any and all outstanding balance(s). Re-instated Associations shall be subject to all probationary restrictions as applied to a new association. Application for re-instatement of membership will not be accepted after April 1st of the current year.

E. Associations in financial difficulty, due to extenuating circumstances, that have in the past successfully met their Conference financial obligations, may submit a written request for a
waiver of payment deadlines to the conference Commissioner. The OEC Board of Commissioners shall evaluate the request and the circumstances surrounding the request. Upon a simply majority vote of the Board of Commissioners the request for waiver shall be submitted to the Board of Presidents for approval. Such requests must be submitted at least 14
days prior to invoice due date.

F. Payments must be received, in hand, by the OEC Treasurer or OEC Officer on or before their due dates. It is the responsibility of the Associations to insure that payments are received by the OEC Treasurer. Unreliability of third party carriers is not an acceptable excuse for nonreceipt.

G. Returned checks will be considered a late payment no matter when the original payment was received and the 10% late fee will be assessed in addition to any bank charges that OEC may be subject to.

H. Association Expenses Encumbered prior to 1-1-2005 (Old Debt)
1) BALANCES OWED PRIOR TO 1-1-2005 WILL BE REPORTED BY THE OEC TREASURER TO ALL OF THE ASSOCIATIONS AT THE REGULAR OEC PRESIDENTS MEETING FOLLOWING THE ENACTMENT OF

THIS SECTION –
2) ANY ASSOCIATION WITH A BALANCE DUE GREATER THAN ZERO AS OF 1-1- 2005 MUST:

a) PAY THE BALANCE IN FULL, or

b) PREPARE A RECOVERY PLAN IN WRITING AND SUBMIT IT TO THE OEC BOARD OF COMMISSIONERS FOR REVIEW AND COMMENT.

c) AFTER REVIEW BY THE BOARD OF COMMISSIONERS, THE ASSOCIATION PRESIDENT SHALL PRESENT THE PLAN TO THE BOARD OF PRESIDENTS AT THE FIRST OEC MEETING FOLLOWING #1 ABOVE. THE BOARD OF PRESIDENTS SHALL BE THE BODY TO APPROVE SUCH PAYMENT PLANS.

3) ANY SUCH ASSOCIATION FAILING TO PRESENT SUCH RECOVERY PLAN, ON THE SPECIFIED DATE, SHALL BE SUBJECT TO PENALTY UP TO AND INCLUDING THE LOSS OF OEC CHARTER AS DETERMINED BY THE BOARD OF PRESIDENTS.

4) ANY SUCH ASSOCIATION’S FAILURE TO COMPLY WITH AN APPROVED RECOVERY PLAN’S TERMS SHALL BE PRESENTED TO THE BOARD OF PRESIDENTS AT THE NEXT MEETING FOLLOWING THE FAILURE, FOR DETERMINATION OF PROPER ACTION UP TO AND INCLUDING LOSS OF OEC
CHARTER.

OEC Financial Review:
Section 1: Annually – prior to April Fifteenth of each year, The Treasurer shall cause to be created, at a minimum, a G.A.A.P. formatted Corporation Balance Sheet and a Corporation Income Statement. All reports created shall represent the information for the prior
calendar year; although current year information shall not necessarily be excluded, current year information must be separately enumerated if included.

Section 2: These documents must be assembled by an independent Certified Public Accountant that is not:

�� A member of OEC, �� A sponsor of, nor a contributor to OEC, �� a member of any Association within OEC, �� or related to anyone on the OEC Board of Directors or Board of Presidents.

Section 3: In addition, the Treasurer shall keep on file a copy of the current year’s Federal and State Income tax return as filed with the respective government agencies.

Section 4: Copies of the documents listed in Sections 1 and 3 must be made available within a reasonable time upon the request of any Association President or their authorized designee.

Association Financial Reporting:
Section 1: Associations shall turn in the following to the OEC Secretary:

a. Copy of Current Association By-laws. OEC must have a copy of the current Association By-laws at all times. By-Laws must reference the date of effectivity.

b. Previous 6 months of monthly Board meeting minutes due in January and July of each year.

Section 2: Financial Information - Each Association shall provide the OEC Treasurer with the following information:

a. Treasurer Reports - Previous 6 months of monthly Treasurer reports (due in January and July of each year)

b. A copy of a G.A.A.P. formatted annual Balance Sheet and Income Statement. These documents are due no later than the first meeting in May of the current year. These documents must be assembled by an independent Certified Public Accountant that is not a member of the Association for which the audit is performed, or related to anyone on the Association Board of Directors, or Coaching staff.

c. Each Association shall provide OEC with copies of the Association’s Tax Returns for the year. This is due at the first OEC meeting following April 15th of the current year. Should copies of tax returns not be available by this date – a copy of the Association’sextension request must be submitted.

d. Any Association that does not provide the required information by the listed due dates of each year shall be required to:

�� Establish a Financial Audit Committee (FAC) that includes at least 3 currently active Board Members, an OEC Commissioner appointed by the Corporate Commissioner, and the OEC Treasurer.

�� Shall be assessed $750.00 by OEC to pay for an independent CPA to audit the Association's books.

�� The FAC shall be required to present their findings, to include each of the items listed in 2d above within 60 days, but no later than July 31 of the current calendar year.

�� Failure of an Association to comply with the provisions of this section shall result in suspension of voting rights, post season play, playoffs, and possible eventual removal of membership from OEC.

ARTICLE IX

Attendance:
Section 1: All Association Presidents shall attend all regularly scheduled and special meetings. A President may appoint a representative to replace him at a meeting, with the approval of the Corporation Commissioner.

Section 2: Any Association, which does not have a representative at three (3) consecutive meetings, shall be suspended from all voting privileges for the remainder of the current year. An excused absence shall not constitute a violation of this section. An excused absence shall be
approved prior to the scheduled meeting by the Corporation Commissioner or Chief Deputy Commissioner. The vote of an Association may be reinstated at any time upon favorable vote of two-thirds (2/3) of the Presidents in attendance and in good standing.

Tribunal Authority:
Any Tribunal held at the direction of the Board of President, including but not limited to that directed by the rules, shall have the full force and effect of the entire Board of Presidents, and shall generally be considered a final decision. Only the Board of Presidents by means of a simple majority vote, a quorum being present, shall have the authority to alter the decision of a Tribunal in any manner whatsoever. No Corporation Officer may alter, set aside, or nullify any decision or portion of a decision of a Tribunal. All Corporate Officers shall be bound to abide by the decisions of any Tribunal unless overturned by vote of the Board of Presidents. The provisions of this section of the Orange Empire Conference by-laws shall be considered superior to those of any other when relating to Tribunals.

ARTICLE X

Order of Precedence
These By-laws and the Articles and sections contained herein take precedence over all other documents of policy, procedure, and administration adopted by this organization in so far as they do not conflict with National Pop Warner, Federal, State, and Local Government rules, statutes, and regulations. Apparent or perceived conflicts within this document itself are subject to interpretation and clarification of precedence by the current governing body in order of precedence, least enumerated first: Parliamentarian, Corporation Commissioner, the Board of Presidents).

Amendments:
Proposed amendments to the Statement of Policy, BY-LAWS, shall be presented in writing to the Board of Presidents. Such changes shall be discussed and voted upon at the second official meeting following the written presentation. These amendments shall be incorporated herein upon two-thirds (2/3) vote of the Board of Presidents.

ARTICLE XI

OEC Boundaries:
The Boundaries of the Orange Empire Conference shall be as follows:

1. All Boundaries stated herein are within the State of California

2. The geographic area encompassed by the boundaries of the County of Orange

3. The geographic area encompassed by the County Of Los Angeles bounded by the County of Orange and the following

A) From the closest point of the Pacific Ocean to the south most point of the 710 Freeway.

B) From A above along the 710 freeway north to the intersection of the 710 freeway and the 10 freeway.

C) From B above along the 10 freeway west to the intersection of the 10 freeway and the 5 freeway.

D) From C above along the 5 freeway northwest to the intersection of the 5 freeway and the 2 freeway.

E) From D above along the 2 freeway north to the intersection of the 2 freeway and the 134 freeway.

F) From E above along the 134 freeway east to the intersection of the 134 and the 19 freeway.

G) From F above along the 19 freeway south to the intersection of the 19 freeway and the 60 freeway.

H) From G above along the 60 freeway east until the intersection of the 60 freeway and Hacienda Boulevard.

I) From H above along Hacienda Boulevard south until the Orange County line.

J) La Habra Heights shall be a free draw zone between the Orange Empire
Conference, and the Mount Baldy Conference.

4. The geographic area encompassed by the boundaries of the City Limits of the City of Pasadena Association Boundaries:

Anaheim
The city limits of Anaheim, bounded on the east by Kraemer Blvd.

Brea
The city limits of Brea, bounded on the west by Puente Street.

Canyon Hills
The city limits of Anaheim, bounded on the west by Kraemer Blvd. and on the north by Orangethorpe Avenue.

Costa Mesa
The boundaries of the Newport-Mesa Unified School District, which includes the city limits of Costa Mesa and Newport Beach (including Corona Del Mar, Balboa, Balboa Island and Bayshore) and the
unincorporated area of Santa Ana Heights. The general geographic boundaries are: the Santa Ana River on the west, Newport Beach City Limits on the east; the Pacific Ocean on the South and Sunflower Avenue on
the north.

Cypress
The city limits of Cypress

Fullerton
The city limits of Fullerton, bounded on the north by Las Palmas Drive and on the east by the Orange Freeway (57) Freeway.

Garden Grove
The city limits of Garden Grove, bounded on the west by Knott Avenue and the north by Katella Avenue.

Huntington Beach
The city limits of Huntington Beach.

La Habra
The city limits of La Habra, bounded on the south by Las Palmas Drive and on the east by Puente Street.

Lakewood
The city limits of Lakewood, bounded on the South by Conant and on the West by Cherry Ave

La Mirada
The city limits of La Mirada

Long Beach
The city limits of Long Beach, bounded on the north by Contant Street and east by the San Gabriel Freeway (605), northeast by Bixby and south by the shore line.

Los Alamitos
The city limits of Los Alamitos.

Montebello
The city limits of Montebello

North Long Beach
The city limits of Long Beach, bounded on the east by Cherry and south by Bixby.

Norwalk
The city limits of Norwalk and Santa Fe Springs

Pasadena
The city limits of Pasadena and South Pasadena

Saddleback Valley
The city limits of the cities of Laguna Hills, Mission Viejo, and Lake Forest; the city of Laguna Niguel, except for that portion that is south of Aliso Creek Road and south and west of Moulton Parkway; the unincorporated territory of the County of Orange, generally known as Aliso Viejo, and which is bounded by the Cities of Irvine, Laguna Beach, Laguna Niguel, Laguna Hills and Lake Forest; The unincorporated territory of the County of Orange, bounded on the south by El Toro Road on the east and north by the Cleveland National Forest, and on the west by the cities of Lake Forest and Mission Viejo, which are generally known as Foothill Ranch and Portola Hills.

Santa Ana
The city limits of Santa Ana

Santa Margarita
Bounded on the north by the Cleveland National Forest. Bounded on the east by the Cleveland National Forest. Bounded on the south by Rancho Mission Viejo. Bounded on the west of the city of Mission Viejo,
El Toro Road.

South Coast
The city limits of Dana Point, Laguna Beach, and San Clemente.

Stanton
The city limits of Stanton.

Tri Cities
The city limits of Cerritos, Artisia and Hawaiian Gardens.

Tustin
The city limits of Tustin.

Yorba Linda
The city limits of Placentia and Yorba Linda, bounded on the west by the Orange Freeway (57) and south by Orangethorpe Avenue.

**Open Areas **
Those geographical areas within Orange Empire Conference, not clamed by a member Association, shall be considered free draw areas.