By-laws of Dallas Guardians Inc.

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The name of the organization is Dallas Guardians Inc. The organization is organized in accordance with the Texas Civil Statutes, Chapter 9, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c)(7) of the Internal Revenue Code.

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ARTICLE I - MEETINGS

 

Section 1. Annual Meeting. An annual meeting shall be held following the final game of the season, no later than 4 weeks for the
purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual
meeting shall be held at the time and place designated by the Board of Directors from time to time.

 

Section 2. Special Meetings. Special meetings may be requested by the President or the Board of Directors.

 

Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall
state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all
directors of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed
effective when sent via email, to the address provided by the officer/ director.

 

Section 4. Place of Meeting. Meetings shall be held at the organization's principal place of business unless otherwise stated in the
notice.

 

Section 5. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the
directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any
business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting
represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in
representation of less than a quorum.

 

Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and
without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter
of the vote.

 

ARTICLE II - DIRECTORS

 

Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 7 director(s).

 

Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 2
year(s), or until a successor has been elected and qualified. The directors shall be elected at the annual meeting by full paying
members of the current year. Each candidate will be given 45 seconds to speak prior to voting. The President of the organization shall
hold an automatic spot on the Board of Directors.

 

Section 3. Quorum. A majority of directors shall constitute a quorum.

 

Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director
shall not disqualify the director or invalidate his or her vote.

 

Section 5. Regular Meeting. The Board of Directors shall meet within 4 weeks after the election for the purpose of electing its new
officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of
Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

 

Section 6. Special Meeting. Special meetings may be requested by the President, Vice- President, Secretary, or any two directors by
providing five days' written notice by email, to the address provided by the officer/director. Minutes of the meeting shall be sent to the
Board of Directors within two weeks after the meeting.

 

Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be
the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution.
The sitting President shall only vote in the event of a tie between the other members of the Board of Directors. A director of the
organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written
minutes of its proceedings in its permanent records.

 

Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of
directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is
signed by all of the directors or all of the members of the committee of directors, as the case may be.

 

Section 9. Attendance. All directors shall be required to attend 80% of the 12 monthly meetings a year. If a director cannot meet the
attendance requirement, they will be subject to removal as stated in Section 10.

 

Section 10. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any
vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the
remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has
been elected and qualified.

 

Section 11. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or
committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

 

Section 12. Eligibility. All members of the organization, including those holding an officer position, are eligible to hold a director position.
Any director who holds a leadership position with another FC Dallas supporter's group must seek approval by the Board of Directors
before assuming or continuing on in the role of director.

 

ARTICLE III- OFFICERS

 

Section 1. Number of Officers. The officers of the organization shall be a President, a Vice President, a
Treasurer, Secretary, Branding/Design, Membership, Game Day Experience, Communications, and
Community Outreach. Two or more offices may be held by one person, although the offices of Secretary and
President cannot be held concurrently by the same person. The President may not serve concurrently as a
Vice President.

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• a. President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of

the Board of Directors and its Executive Committee, if such a committee is created by the Board.

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• b. Vice President. The Vice President will be in charge of ensuring the safety of all members of the Dallas

Guardians, INC. in any event that is hosted or sponsored by the organization. This includes tailgates,
community outreach events, and game day related activities. The Vice President shall also assist with the
duties of the President in the absence of the President and shall assist that office in the discharge of its
leadership duties.

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• c. Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive

Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or
copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the
Board of Directors' meetings and all committee meetings.

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• d. Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as

directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of
corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive
Committee. These reports must include monthly bank statements where any Dallas Guardians, Inc assets are
held, as well as monthly ledgers of spending. The Treasure shall lead the Merchandising committee and
manage the finances from sales.

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• e. Branding/Design. The Branding/Design officer will be responsible for creating and maintaining DBG brand

standards. They will work to ensure brand consistency with all forms of media, including but not limited to,
merchandising, online presence (including social media) in creation of graphics for the Communications
position to use, tifo, banners, video, multimedia, etc. They may establish a pool of artists and/or designers, but
will ultimately be responsible for the look and feel of the DBG brand with input from officers when needed. This
officer will also be responsible for the maintenance of all trademarks of the group as to secure it in dependence
and brand recognition.

 

• f. Membership. The Membership officer will work with the front office with ticketing questions for the members.

They will also work on membership programs to increase attendance and overall membership.

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• g. Game Day Experience. The Game Day Experience office will be the chair lead for the Capo Committee, Tifo

Committee, and Tailgate Committee. Their responsibility will be to ensure each committee is functioning
properly.

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• h. Communications. The Communications office will be responsible for the online presence of the organization.

They will oversee the formation and execution of a social media strategy, newsletters, website updates, and
any other online activity deemed necessary. Oversees the Social Media committee

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• i. Community Outreach. The Community Outreach office will work on organizing social events for the

organization. This position will work with forming partnerships with other businesses to better the two
organizations. The Community Outreach officer will work on organizing charitable events for the organization to
volunteer through. This position will work with forming partnerships with other nonprofits to better the two
organizations.

 

Section 2. Election and Term of Office. The officers shall be elected biennially by the Board of Directors at the first meeting of the Board
of Directors, within 4 weeks of the annual meeting. Each officer shall serve a two-year term or until a successor has been elected and
qualified.

Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any
vacancy that occurs for any reason may be filled by the Board of Directors.

Section 4. Eligibility. All members of the organization, including those holding a director position, are eligible to hold an officer position.
Any officer who holds a leadership position with another FC Dallas supporter's group must seek approval by the Board of Directors
before assuming or continuing on in their officer role.

Section 4. Presidential Succession. If the President is incapacitated, dies, resigns, is for any reason
unable to hold their office, or is removed from office, the president will be temporarily replaced until the Board
of Directors appoints a replacement. The order of succession for that role shall be as follows:

 

• 1. Vice President

• 2. Secretary

• 3. Treasurer

• 4. Membership

• 5. Game Day Experience

• 6. Branding/Design

• 7. Communications

• 8. Community Outreach

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