The BY-LAWS of the

MYFOOTBALLCLUB NORTH AMERICA SUPPORTERS’ TRUST, INC.

Effective as of __________________, 2007

ARTICLE 1
General Definitions

1.1 The terms “MyFC North America” and/or “Corporation” shall refer to the Corporation or
its general Membership.

1.2 The term “MyFC Ltd” shall refer to the limited company registered in England named
MyFootballClub Limited.

1.3 The term “MyFC Society” shall refer to the Industrial and Provident Society registered
with the British Financial Services Authority named MyFootballClub Society Limited.

1.4 Whenever in these By-laws the masculine gender is used, it shall be taken to include or
refer to the feminine gender if the context so permits or requires.

1.5 A “member in good standing” shall be a member who is not in arrears with respect to any
financial obligation to the corporation or who is not under suspension from membership for any
reason.

1.6 Whenever in these By-laws the term “dues” is used, it shall be taken to include any or all
financial obligations of the member of the Corporation to the corporation, however, designated,
including, for example, membership dues, fees, or assessments.

ARTICLE 2
Name, Purposes, Fiscal Year and Corporate Seal

2.1 Name.

The name of this Corporation shall be:

MyFootballClub North America Supporters’ Trust, Inc.

The organization is a non-profit, charitable organization established pursuant to Chapter

180 of the General Laws of Massachusetts.

2.2 Purpose and Aims. MyFootballClub North America Supporters’ Trust, Inc. (“MyFC
North America”) is formed for the following purposes:

a. To support and assist MyFC Ltd and MyFC Society and further the idea that fans of
English soccer can successfully own and operate a professional soccer club
collectively and democratically.
 b. To encourage Americans, Canadians, and Mexicans to participate in the MyFC
Society and to support the soccer club purchased by the MyFC Society, by providing
logistical assistance, grants, and an information clearinghouse to said supporters, and
by promoting the MyFC Society and the club it purchases in the United States,
Canada, and Mexico.

c. To organize and hold a yearly “homecoming” for American, Canadian and Mexican
members of the MyFC Society and American, Canadian, and Mexican fans of the
club purchased by the MyFC Society at the home stadium of said club.

d. To inform American, Canadian, and Mexican members of the MyFootballClub

Society Limited and American, Canadian, and Mexican fans of the club purchased by
the MyFC Society of news and events concerning both said the MyFC Society and
said club.

e. To promote and fund projects to benefit the local community of the club purchased by
the MyFC Society.

f. To promote soccer in the United States, Canada, and Mexico, especially at the youth
level.

g. For such other purposes as may be set forth in the Articles of Organization or
determined by the Board of Directors or the Membership.

2.3 Fiscal Year. Except as from time to time otherwise determined by the Board of Directors,
the fiscal year of the Corporation shall end on the last day of December in each year.

2.4 Corporate Seal. MyFC North America shall have a corporate seal bearing the name of
the corporation together with the words, “Incorporated, 2007” and such other device or
inscription (if any) as the Board of Directors may prescribe

ARTICLE 3
Authority and Procedures

3.1 Directors’ Duties, Etc. All authority, rights, powers, and duties of Members shall be
possessed by, vested in, and exercised exclusively by the Board of Directors, unless otherwise
specified by law, the Articles of Organization, or these By-laws, specifically, but not limited to,
Articles 8 and 11 of these By-laws.

3.2 Procedures. Any action taken by the Board of Directors pursuant to the foregoing
Section 3.1 shall be taken by the Board of Directors in the manner provided in Article 5 hereof.
Any action taken by the Board of Directors in accordance with law and these By-laws, insofar as
they pertain to meetings of the Board of Directors, shall be deemed to be conclusive evidence of
and treated for all purposes as the action of the Members of the Corporation, it being the
intention hereof to dispense with the requirements of notices to Members, separate meetings of
Members, and all other requirements pertaining to meetings of Members, except as otherwise
specified by law, the Articles of Organization, or these By-laws, or as decided by the Board of

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Directors from time to time consonant with the requirements of the Articles of Organization and
these By-laws.

ARTICLE 4
Founders, Trustees, Sponsors, Benefactors,
Contributors, Advisers, Friends of the Corporation

The Directors may designate certain persons or groups of persons as founders, trustees,
sponsors, benefactors, contributors, advisers, affiliates, associates, or friends of the Corporation
or such other title as the Directors deem appropriate. Such persons shall serve in an honorary
capacity and 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.

ARTICLE 5
Directors

5.1 Powers. The Board of Directors shall have the entire charge, control, and management of
the Corporation, its property, and business and shall see that the By-laws are upheld and that the
purposes of MyFC North America, as defined more fully in Article 2.2, are preserved. The
Board of Directors may delegate any of its powers to any committee of the Board of Directors
appointed pursuant to these By-laws or to any Officer or agent of the corporation, except those
powers which by law, the Articles of Organization, or these By-laws that they are prohibited
from delegating.

5.2 Election. The Board of Directors shall consist of not more than eleven (11) Directors.

a. Six (6) Directors shall be elected by the Directors at an Annual Meeting in a majority
vote.

b. Four (4) Directors shall be elected by the general Membership of the Corporation at
an Annual Meeting in a majority vote.

c. One (1) Director shall automatically be the currently-serving Chair of the MyFC
Society or his or her duly-authorized designee. When the MyFC Society elects a new
Chair from time to time, the previously-serving Chair will automatically cease to be a
Director of the Corporation, and the newly-elected Chair will become a Director of
the Corporation without further action by the Board of Directors, Officers, or
Membership of the Corporation.

d. Any Director so elected by either the Directors or the Membership shall be a Member
in good standing at the time of his or her election and throughout the term of office to
which he or she is being elected.

e. Subject to law, the Articles of Organization, and these By-laws, each Director elected
by the Board of Directors shall hold office for two (2) years from the date of his or
her election and until his or her successor is elected and qualified. Three (3)

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 Directors elected by the Board of Directors shall be elected in even-numbered years,
and three (3) Directors shall be elected in odd-numbered years.

f. Subject to law, the Articles of Organization, and these By-laws, each Director elected
by the Membership shall hold office for one (1) year until the next Annual Meeting
and until his or her successor is elected and qualified.

g. In electing Directors, the Board and Membership may consider, among other things,
with respect to candidates, the following factors: character; past and present
commitment and dedication to MyFootballClub and the Corporation, its mission,
events, and community; experience and participation in English football, soccer,
professional or amateur athletics, and related endeavors; professional experience; and
such other qualities as may best serve the administration, management, supervision,
purposes, and mission of the Corporation.

h. The initial six (6) Directors shall be named in the Articles of Organization. Three (3)
of these Directors shall serve until the first Annual Meeting, which will be held more
than one (1) year following the filing of the Articles of Organization with the
Commonwealth of Massachusetts, and three (3) of these Directors shall serve until
the second such Annual Meeting the following year. Which Directors shall serve for
which term shall be stated in the Articles of Organization.

5.3 Enlargement and Reduction of the Board. The number of serving Directors may be
increased or decreased at the Annual Meeting or any special meeting of the Directors, called at
least in part for the purpose, by vote of a majority of the Directors then in office. Any
enlargement or reduction in the number of Directors shall result in the same proportion of
Directors being elected by the Board of Directors (54.5%) and being elected by the Membership
(36.4%) as specified previously in these By-laws.

5.4 Annual Meeting; Regular Meetings. The Directors and Membership shall meet annually
on a date between May 1 and August 31, which meeting shall be the Annual Meeting. The date
of the Annual Meeting shall be set by the Board of Directors at least one (1) year prior to said
Annual Meeting in the absence of extenuating circumstances, and in no event less than three (3)
months prior to the Annual Meeting in question. Other regular meetings of either the Directors
or Membership may be held at such times and places as the Directors may determine.

5.5 Special Meetings. Special meetings of the Directors may be held at any time and at any
place when called by the Chairperson of the Board of Directors or by the President or by any five
(5) Directors, or as otherwise provided by applicable law.

5.6 Notice. Notice of the time and place of each meeting of Directors shall be given to each
Director either by mail addressed to him or her at his or her last known home or business address
at least seven (7) days before the meeting, or by delivering such notice to him or her in hand at
least 48 hours before the meeting, or by sending to him or her at least 48 hours before the
meeting by prepaid overnight mail or delivery service, return receipt requested, addressed to his
or her last known home or business address, or by telephone or electronic mail at least 48 hours
before the meeting, provided that the Director provides a written receipt of said telephonic or
electronic notification. Notice need not be given to any Director if a written waiver of notice,

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executed by him or her before or after the meeting, is filed with the Clerk of the Corporation, or
if any Director attends the meeting without protesting at its commencement the lack of notice to
him or her. Neither such notice nor waiver of notice need specify the purpose of a meeting
unless otherwise required by law, the Articles of Organization, or these By-laws. Notice of all
meetings of the Board of Directors shall be posted on the internet website of the Corporation as
soon as is practicable after the scheduling of said meeting.

5.7 Quorum. At any meeting of the Directors, a majority of the Directors then in office shall
constitute a quorum. Any meeting may be adjourned by a majority of the votes of the Directors
present properly cast upon the question, whether or not a quorum is present, and the meeting may
be held as adjourned without further notice.

5.8 Action by Vote. At any meeting of the Directors, the action of the Directors on any
matter brought before the meeting shall be decided by the vote of a majority of those present and
voting provided that a quorum is then present, unless a different vote is required by law, the
Articles of Organization, or these By-laws.

5.9 Action by Writing. Any action by the Directors may be taken without a meeting if a
written consent thereto is signed by all the Directors and filed with the Clerk of the Corporation.
Such consent shall be treated as a vote of the Directors for all purposes.

5.10 Presence through Communications Equipment. Unless otherwise provided by law, the
Articles of Organization, or these By-laws, Directors may participate in a meeting of the Board
of Directors by means of a conference telephone, the internet, or other communications
equipment, so long as all persons participating in the meeting can hear each other at the same
time as determined by the Clerk of the Corporation, and participation by any Director by such
means shall constitute presence of that Director at the meeting in question.

5.11 Committees. The Directors may elect from their number, or may so authorize the their
Chairperson or the President, to appoint from their number executive or other committees, and
may by like vote delegate thereto some or all of their powers except those which by law, the
Articles of Organization, or these By-laws they are prohibited from delegating. Except as the
Directors may otherwise determine, a committee may make rules for the conduct of its business,
but unless otherwise provided by the Directors or in such rules, that committee's business shall
be conducted in the same manner as provided for by these By-laws for the Directors.

5.12 Chairperson of the Board of Directors. If a Chairperson of the Board of Directors is

elected, he or she shall preside at all meetings of Directors and shall have such other powers and
duties as may be determined by the Directors as as set forth by law, the Articles of Organzation,
or these By-laws.

5.13 Compensation. Directors shall not receive any salary for serving in the capacity of a
Director. Nothing herein contained shall be construed to preclude any Director from serving this
Corporation in any other capacity and from receiving compensation therefor.

ARTICLE 6
Officers

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6.1 Enumeration. The Officers of the Corporation shall be a President, a Treasurer, a Clerk,
and such Vice Presidents, Assistant Clerks, and other officers as may from time to time be
determined by the Directors.

6.2 Election. The President, Treasurer, and Clerk shall be elected annually by the
Membership at the Annual Meeting, or any special meeting held in lieu thereof. Elections of all
Officers shall be by majority vote. Should the Board of Directors determine that other officers
are appropriate or necessary, these other officers shall be elected by the Membership at the
Annual Meeting, or at any special meeting held in lieu thereof, or at any other meeting.

6.3 Qualification. No Officer of the Corporation need be a Director. Any two (2) or more
offices may be held by the same person, provided that the President and Clerk shall not be the
same person. The Clerk shall be a resident of Massachusetts unless the Corporation has a
resident agent appointed for the purpose of service of process. An Officer shall be a Member in
good standing at the time of his or her election and throughout the term of office to which he or
she is being elected.

6.4 Tenure. Except as otherwise provided by law, the Articles of Organization, or these By-
laws, the President, Treasurer, and the Clerk shall hold office until the next Annual Meeting
following his or her election, or any special meeting held in lieu thereof, and thereafter until his
or her successor is chosen and qualified. Other officers shall hold office until the next Annual
Meeting following his or her election, or the special meeting held in lieu thereof, unless a shorter
term is specified in the vote choosing or appointing them.

6.5 President and Vice Presidents. The President shall be the chief executive officer of the
Corporation and, subject to the control of the Board of Directors, shall have general charge and
supervision of the business and affairs of the Corporation. The President shall, together with the
Treasurer, sign all notes and certificates of indebtedness of the Corporation, except in cases
where the signing and execution thereof shall be expressly delegated by the Board of Directors
or by these By-laws to some other officer or agent of the Corporation, or shall be required by law
to be otherwise signed or executed. If no Chairperson of the Board of Directors is elected, the
President shall preside at all meetings of the Directors. It shall be his or her duty and he shall
have the power to see that all orders and resolutions of the Directors are carried into effect.

In the absence or disability of the President, the powers and duties of the President shall
be performed by the Vice President if only one has been chosen, or by a Vice President
designated for such purpose by the Directors if there be more than one Vice President. Each Vice
President shall have such other powers and perform such other duties as the Directors shall from
time to time designate.

6.6 Treasurer. The Treasurer shall be the chief financial officer and chief accounting officer
of the Corporation. The Treasurer, with the President, shall have charge of all investments of the
Corporation. He or she shall receive all bequests and all donations of money which he or she
shall promptly deposit in such depositories as may be designated by the Board of Directors. The
Treasurer shall, subject to the orders and under the supervision of the Board of Directors, have
the custody and care of securities, cash, and valuable papers of the Corporation. The Treasurer
shall keep full and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name and to the credit

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of the Corporation in such depositories as shall be designated by the Directors or, in the absence
of such designation, in such depositories as he shall from time to time deem proper. He or she
shall be responsible for the disbursement of funds of the Corporation as ordered by the Directors.
He or she shall promptly render to the President and to Directors such statements of his or her
transactions and accounts as the President and Directors, respectively, may from time to time
require. The Treasurer shall perform such duties and have such additional powers to the
foregoing as the Directors may designate.

6.7 Clerk and Assistant Clerks. The Clerk shall record in books kept for the purpose all votes
and proceedings of the Directors. The Clerk shall be charged with the duty of keeping, or
causing to be kept, accurate records of the names and addresses of Directors. The Clerk shall
perform such duties and have such additional powers to the foregoing as the Directors shall
designate. In the absence or disability of the Clerk, the Assistant Clerk, if one be elected, or, if
there be more than one, the one designated for the purpose by the Directors, or otherwise a
Temporary Clerk designated by the person presiding at the meeting of the Directors, shall
perform the duties of the Clerk. Each Assistant Clerk may exercise the powers of the Clerk in
the absence or disability of the Clerk and shall have such other powers and perform such other
duties as the Directors may from time to time designate or as these By-laws may provide. To the
extent practicable, the Clerk should post relevant information concerning the Board of Directors
and the Corporation, including but not limited to the votes and proceedings of the Directors, on
the internet website of the Corporation.

ARTICLE 7
Resignations, Removals, and Vacancies

7.1 Resignations. Any Director or Officer may resign at any time by delivering his or her
resignation in writing to the President or Clerk. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. If any Director or Officer ceases to be a
Member in good standing of the Corporation, with the sole exception of the Director who is the
currently serving Chair of the MyFC Society or his or her designee, he or she shall automatically
be deemed to have resigned as a Director or Officer, unless he brings his membership into good
standing within fifteen (15) days of being notified in writing by the Clerk or the Clerk’s designee
of such a failure to be a member in good standing.

7.2 Removals. A Director or Officer may only be removed pursuant to this sub-article.

a. A Director may be removed with or without cause by the vote of a majority of two-
thirds (66.7%) of the Directors then in office, inclusive of the Director whose removal
is sought.

b. An Officer may be removed with or without cause by the vote of a majority of three-
quarters (75%) of the Directors then in office.

c. A Director or Officer may be removed with or without cause following a vote of a

majority of two-thirds (66.7%) by the general Membership of the Corporation then in
good standing. Such a vote to remove a Director or Officer by the Membership shall
only take place upon the presentation to the Clerk of a written petition signed by
thirty (30%) percent of the entire Membership. The signatures of the various

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 members on this petition must be authenticated independently by a person or entity
not legally or otherwise associated with MyFC North America. If the petition is
signed by more than fifty (50%) percent of the Membership, the Corporation shall
pay the costs associated with said authentication. Once such a petition has been
authenticated, the vote of the entire Membership shall be set by the Board of
Directors and shall occur no more than forty-five (45) days from the date of
authentication. Such a removal vote of the Membership may be conducted at the
Annual Meeting, a special meeting called for such purpose, or in such other manner
as determined by the Board of Directors.

d. A Director or Officer may be removed with cause only after reasonable notice and
opportunity to be heard before the body proposing to remove him or her.

e. The Director who is the currently serving Chair of the MyFC Society or his or her
designee may not be removed pursuant to the terms of this sub-article.

7.3 Vacancies. Any vacancy in the Board of Directors, including a vacancy resulting from
the enlargement of the Board, may be filled by the Directors by vote of a majority of the
Directors then in office. The Directors shall elect a successor if the office of the President,
Treasurer, or Clerk becomes vacant and may elect a successor if any other office becomes
vacant. Each such successor shall hold office for the unexpired term, and, in the case of the
President, Treasurer, and Clerk, until his or her successor is chosen and qualified, or in each case
until he or she sooner dies, resigns, is removed, or becomes disqualified. The Directors shall
have and may exercise all their powers notwithstanding the existence of one or more vacancies
in their number.

ARTICLE 8
Membership

8.1 Definition of a Member. Any person who supports the goals of the MyFC Society,
MyFC North America, and/or the club purchased by the MyFC Society, who has paid the
annual yearly membership fee, who is not in arrears of his or her fees, and who has not
resigned pursuant to Article 8. 4 shall be a Member in good standing of MyFC North
America.

8.2 Membership Fee. The annual yearly membership fee shall be determined by the Board of
Directors on a yearly basis.

8.3 Privileges of Members. All members shall be entitled to the following privileges
(collectively, the “Privileges”) except as otherwise provided in these By-laws:

a. The right to participate in any and all activities of the Corporation subject to the
approval of the Board of Directors or any duly-authorized committee conferred
with jurisdiction over such activity or activities.

b. The right to participate in debates and discussions at such meetings of the

Corporation as determined by the Board of Directors.

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 c. The right to vote for four (4) Directors, as further provided in Article 5 of these
By-laws, and for all Officers of the Corporation, as further provided in Article 6
of these By-laws.

d. The right to vote on such other matters as provided by these By-laws and as
determined by the Board of Directors.

e. Subject to the limitations as set forth in these By-laws, each and every Member
shall be eligible to be nominated and to be elected and to serve as a Director
and/or as an Officer of the Corporation.

f. To the extent practicable, members should be made aware of the activities and
decisions of the Board of Directors and Officers by means of the internet, and all
material documents of the Corporation, as determined by the Board of Directors
and/or the Officers, shall be available for inspection by the Membership on the
internet website of the Corporation, to the extent practicable.

g. All such other rights and privileges as the Board of Directors may prescribe from
time to time.

8.4 Resignation of Members. Any Member may resign at any time by written notice to the
Board of Directors. Upon resignation, Member will not receive any refund of any portion
of a previously paid membership or other fees.

8.5 Expulsion of Members. A Member may only be expelled from the Membership of the
Corporation upon the advice of the Board of Directors to the Membership, as determined
by a majority vote of said Directors, and by a majority vote of the Membership at either
an Annual Meeting or a special meeting called for such a purpose. If the Board of
Directors advises an expulsion of a Member, that member shall have no less than fifteen
(15) days notice of the vote of the Membership on his or her expulsion, and shall have the
opportunity at the meeting at which his or her expulsion is voted upon to make
representations about the proposed vote.

8.6 Quorum. Twenty percent (20%) of all Members in good standing shall constitute a
quorum for the transaction of any business at Annual or special meetings except as
otherwise provided in these By-laws. A majority of all eligible votes cast shall be
necessary for affirmative action unless otherwise stated in these By-laws.

8.7 Voting Procedures. Members may vote at any meeting at which they have a vote,
including but not limited to the Annual Meeting, or upon other matters determined by the
Board of Directors, by means of an in-person paper or voice vote, a properly-
authenticated paper ballot delivered to the Clerk at least one (1) day prior to said meeting
and/or vote, or by internet voting, all as regulated by the Board of Directors.

8.8 Non-Discrimination in Membership. No person shall be denied membership in MyFC

North America on the basis of race, color, gender, religion, sexual orientation, national or
ethnic origin, citizenship, and/or handicapped status.

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 ARTICLE 9
Execution of Papers

Except as otherwise determined by the Directors generally or in particular cases, all

deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made,
accepted or endorsed by the Corporation shall be signed by the President or by the Treasurer.

ARTICLE 10
No Personal Liability

The Directors and Officers of the Corporation shall not be personally liable for any debt,
liability, or obligation of the Corporation. All persons, corporations, or other entities extending
credit to, contracting with, or having any claim against, the Corporation, may look only to the
funds and property of the Corporation for the payment of any such contract or claim, or for the
payment of any debt, damages, judgment of decree, or of any money that may otherwise become
due or payable to them from the Corporation.

ARTICLE 11
Amendments

Amendments to these By-laws may be introduced by the Board of Directors or by a

written petition directed to the Clerk and signed by not less than thirty (30%) percent of all
Members of the general Membership of the Corporation in good standing. Such proposed
amendments may be acted upon at any Annual Meeting of the Corporation or at any special
meeting called for that purpose, provided that copies of the proposed amendment shall have been
mailed to each Member of the Corporation and/or sent by electronic mail to each member of the
Corporation with notice of the meeting at least fifteen (15) days prior thereto. Copies of the
proposed amendment shall be posted on the Corporation’s internet website at least fifteen (15)
days prior to the meeting upon which said amendment shall be voted. An affirmative vote of at
least three-quarters (3/4) of the Members of the general Membership present and voting at such
meeting shall be necessary to adopt any amendments which directly affect the Privileges;
otherwise, amendments may be adopted by a vote of at least two-thirds (2/3) of the Membership
present at an Annual or special meeting.

ARTICLE 12
Non-Profit and Tax-Exempt Status

12.1 No Gain or Profit. The Corporation does not contemplate pecuniary gain or profit,
incidental or otherwise, to its Members or Directors, consonant with the provisions of Article
5.13.

12.2 Organization and Operation. The Corporation shall be organized and operated
exclusively for the purposes set forth in the Articles of Organization and these By-laws.

12.3 Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of
any Member or Director, consonant with the provisions of Article 5.13.

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12.4 Dissolution and Distribution of Assets. On dissolution, the assets of the Corporation shall
be distributed as provided in the Articles of Organization.

12.5 Non-Discrimination Policy. The Corporation shall maintain a fully non-discriminatory

policy and shall not discriminate against, inter alia, employees, administrative staff, vendors,
agents, and/or Members on the basis of race, color, gender, religion, sexual orientation, national
or ethnic origin, citizenship, and/or handicapped status.

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