BYLAWS
OF
SCHUYLKILL VALLEY YOUTH BASEBALL
(a Pennsylvania nonprofit corporation)
ARTICLE I
OFFICES AND FISCAL YEAR
Section 1.01. REGISTERED OFFICE. The registered office of Schuylkill Valley Youth Baseball (the “Corporation”) in Pennsylvania shall be at PO Box 616 Leesport, Pa 19533, until otherwise established by an amendment of the Corporation’s articles of incorporation (the “Articles”) or by the Board (as defined below) and a record of such change is filed with the Pennsylvania Department of State in the manner provided by law.
Section 1.02. OTHER OFFICES. The Corporation may also have offices at such other places, within or without Pennsylvania, as the Board may from time to time appoint or the business of the Corporation may require.
Section 1.03. FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of November in each year and shall end on October 31 of the following year.
ARTICLE II
PURPOSE
Section 2.01. Primary Purpose. The corporation is incorporated under the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania and is organized exclusively for the purpose of conducting charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any successor United States Internal Revenue law) (the “Code”), including, without limitation:
(a) Educating school age children and developing educational programs to promote age-group development of the sport of baseball.
(b) Regulating and supervising a program of athletic competition which recognizes the principle that athletics are essential to the development of multi-dimensional youths and that athletics should be considered an integral part of a child’s growth and maturity but not at the expense of the successful completion of the scholastic academic program.
(c) Encouraging the exchange of information in an effort to reach decisions regarding the conduct of the program to insure that the program is conducted in keeping with the dignity and purpose of team spirit and sportsmanship.
(d) Promoting a quality program of services and competitive opportunities within the scope of the financial resources available to the corporation.
(e) Fostering and upholding the highest standards of ethical athletic competition.
The corporation shall engage in all activities properly related to the foregoing, including the solicitation of funds from individuals, corporations and other organizations, and the investment, use or distribution of such funds (which may be by periodic contributions) for the purposes of financing the services to be provided.
ARTICLE III
MEMBERSHIP
Section 3.01. MEMBERS.
(a) The Corporation shall have members.
(b) Any person who is interested in active participation and in furthering the objectives of the Corporation may apply to become a member.
Section 3.02. ADMISSION TO MEMBERSHIP.
(a) All members of the Board, coaches, assistant coaches, team managers and parents or legal guardians of qualified players shall be eligible to become voting members of the Corporation.
(b) All players rostered and in good standing on one of the Corporation’s teams shall be non-voting members of the Corporation.
(c) The Board, by a two-thirds vote at a regular or special meeting, may deny membership in the Corporation to any person or otherwise qualified player for good cause.
Section 3.03. CLASSES OF MEMBERS. There shall be the following classes of Members:
(a) Player Members. Any player meeting the requirements of Little League Baseball, Incorporated, Babe Ruth League, Inc. or Cal Ripken Baseball – A Division of Babe Ruth League, Inc. (collectively, the “Youth Baseball Leagues”), as applicable and appropriate, shall be eligible to compete for participation. Player members shall have no rights, duties or obligations with respect to the management or any property of the Corporation.
(b) Regular Members. Any adult person with a child participating on one of the Corporation’s teams or a volunteer who is actively interested in furthering the objectives of the Corporation may become a Regular Member upon payment of annual dues and/or registration fees and with the approval of such Regular Member by the Board. Payment of one or more Player Member’s registration fee entitles one (1) parent/guardian to become a Regular Member of the Corporation for the year in which the Player Member(s) is/are registered.
(c) Regular Members may be issued a card numbered sequentially should the Board so desire.
(d) The Secretary shall maintain a roster of membership to qualify voting members.
(e) Only Regular Members in good standing are eligible to vote at Membership Meetings. All officers, Board members, Committee members, managers, coaches, umpires, volunteers and other elected or appointed officials must be active Regular Members in good standing.
(f) Neither Regular Members nor Player Members shall be required to be affiliated with any other organization or group to qualify as members of the Corporation; provided, however, that Regular Members shall not be actively involved in the promotion and/or operation of any other baseball or softball program without the express written approval of the Board.
Section 3.04. DUES AND REGISTRATION FEES.
(a) Dues and registration fees (exclusive of fundraising fees) of the Corporation, which may be administered by the Board pursuant to these Bylaws, shall be established in an amount determined from time to time at a duly called meeting of the Board. Dues and registration fees are due on or before April 1 of each year. The Board, in its discretion, may make special assessments of the membership. The Board shall have the authority to impose and implement a fundraising plan to supplement the operational needs of the Corporation.
(b) Families registering more than one child may qualify for a family discount, in the sole discretion of the Board. The family shall register all players at the same time in order to qualify for the discount.
(c) The Board may establish a payment schedule for the payment of the registration fees.
(d) Late payment of registration fees shall be subject to a 10% monthly late fee charge.
Section 3.05. LOSS OF MEMBERSHIP.
(a) Loss of Membership. Any Regular Member of the Corporation who is delinquent in the payment of registration fees for a period of sixty (60) days shall automatically lose voting privileges in the Corporation and may, subject to the sole discretion of the Board, lose their Regular Membership in the Corporation. Any Regular Member who loses their membership in the Corporation shall cause their child(ren) (legal or natural guardian) to be suspended from the team on which they are playing until such time as membership is reinstated.
(b) Reinstatement. Any Regular Member of the Corporation who has lost membership may be reinstated by the Board upon payment in full of the current year’s registration fees, plus any delinquent registration fees.
(c) In addition, the Board of Directors, by a two-thirds (2/3) vote of those present at a duly constituted meeting of the Board shall have the authority to discipline, suspend or terminate the membership of any Member of any class, including managers and coaches, when the conduct of such person is considered detrimental to the best interests of the Corporation and/or the Youth Baseball Leagues, in the sole discretion of the Board. The Member involved shall be notified of such meeting, informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges.
(d) The Board shall, in the case of a Player Member, give notice to the manager of the team for which the player is a Player Member, and to the parent(s) or legal guardian(s) of the Player Member. The manager shall appear, in the capacity as an advisor, with the Player Member before the Board or a duly appointed Committee of the Board. The Player Member’s parent(s) or legal guardian(s) may also be present. The Board shall have full power, in its sole discretion, to suspend or revoke such Player Member’s right to future participation be two-thirds (2/3) vote of those present at any duly constituted meeting of the Board.
Section 3.06. TRANSFERABILITY. Membership in the Corporation is nontransferable and nonassignable.
ARTICLE V
NOTICE - WAIVERS - MEETINGS GENERALLY
Section 5.01. MANNER OF GIVING NOTICE.
(a) General Rule. Whenever written notice is required to be given to any person under the provisions of Pennsylvania law, the Articles or these Bylaws, it may be given to such person, either personally or by sending a copy thereof:
(i) By first class or express mail, postage prepaid, or courier service, charges prepaid, to such person’s postal address appearing on the books of the Corporation or, in the case of directors, supplied by such director to the Corporation for the purpose of notice. Notice pursuant to this subsection shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person; or
(ii) By facsimile transmission, e-mail or other electronic communication to such person’s facsimile number or address for e-mail or other electronic communications supplied by such person to the Corporation for the purpose of notice. Notice pursuant to this subsection shall be deemed to have been given to the person entitled thereto when sent.
A notice of meeting shall specify the place, day and time of the meeting and any other information required by any other provision of Pennsylvania law, the Articles or these Bylaws.
(b) Adjourned Meetings. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
Section 5.02. NOTICE OF MEETINGS OF BOARD.
(a) Requirement.
(1) Notice of a regular meeting of the Board need not be given except by adoption of a resolution by the Board establishing the places, dates, and times of regular meetings.
(2) Notice of a special meeting of the Board shall be given to each director by telephone, in writing or electronically by e-mail at least twenty-four (24) hours before the time at which the meeting is to be held.
(b) Content. Every required notice of a meeting shall state the place, date and time of the meeting. Unless otherwise provided by Pennsylvania law, neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in a notice of such meeting.
Section 5.03. NOTICE OF MEETINGS OF MEMBERS.
(a) General Rule. Written notice of every meeting of the members shall be given by, or at the direction of, the secretary to each member of record entitled to vote at the meeting, at least:
(1) ten (10) days prior to the day named for a meeting called to consider a matter subject to 15 Pa.C.S.A. Chapter 59 (relating to fundamental changes); or
(2) five (5) days prior to the day named for the meeting, in any other case.
If the secretary neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so. In the case of a special meeting of members, the notice shall specify the general nature of the business to be transacted.
(b) Notice by Publication. In lieu of, or in addition to, notice pursuant to subsection (a) above, any person authorized or required to give notice of a meeting of members of the Corporation may give notice of such meeting by causing notice of such meeting to be “officially published”, as provided by Pennsylvania law. If eighty percent (80%) of the members of record entitled to vote at the meeting do not have addresses of record within the territory of general circulation of the newspapers required for official publication, the notice shall also be published in newspapers which have an aggregate territory of general circulation which includes the addresses of record of at least 80% of such members of record.
Section 5.04. WAIVER OF NOTICE.
(a) Written Waiver. Whenever any written notice is required to be given under the provisions of Pennsylvania law, the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by this subsection, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of such meeting. In the case of a special meeting of members, such waiver of notice shall specify the general nature of the business to be transacted.
(b) Waiver by Attendance. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 5.05. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE. Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may, without further notice, adopt it with such clarifying or other amendments as do not enlarge its original purpose.
Section 5.06. EXCEPTION TO REQUIREMENT OF NOTICE. Whenever any notice or communication is required to be given to any person under the provisions of Pennsylvania law, the Articles or these Bylaws, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required.
Section 5.07. USE OF CONFERENCE TELEPHONE, ELECTRONIC AND SIMILAR EQUIPMENT. One or more persons may participate in a meeting of the Board or the members of the Corporation by means of conference telephone, online electronic or similar communications equipment by means of which all persons participating in the meeting can at least hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 5.08. PLACE OF MEETINGS. All meetings of the members of the Corporation shall be held at such place as is designated by the Board in the notice of a meeting.
Section 5.09. ANNUAL MEETING. The Board may fix the date and time of the annual meeting of the members, but if no such date and time is fixed by the Board, the meeting for any calendar year shall be held on the second Monday in October in such year, if not a legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on the next succeeding business day, not a Saturday, at 6:30 p.m., prevailing time, and at said meeting, the members then entitled to vote shall transact such business as may properly be brought before the meeting. If the annual meeting shall not be called and held within six months after the designated time, any member may call such meeting at any time thereafter.
(a) The Membership shall receive at the Annual Meeting a report, verified by the President and the Treasurer, or by a majority of the Directors, showing:
(i) The condition of the Corporation, to be presented by the President or his/her designate;
(ii) A general summary of funds received and expended by the Corporation for the previous year, the amount of funds currently in possession of the Corporation, and the name of the financial institution in which such funds are maintained;
(iii) The whole amount of real and personal property owned by the Corporation, where located and where and how invested;
(iv) For the immediately preceding year, the amount and nature of the property acquired, with the date of the report and the manner of the acquisition, the amount applied, appropriated or expended, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made;
(v) The names of the persons who have been admitted to Regular Membership in the Corporation during such year. This report shall be filed with the records of the Corporation and entered into to the minutes of the proceedings of the Annual Meeting. A copy of such report shall be forwarded to the Youth Leagues, as applicable and appropriate.
(b) After the election of directors, the Board shall meet to elect officers. After the election, the Board shall assume the performance of its duties on November 1.
Section 5.10. SPECIAL MEETINGS.
(a) Call of Special Meetings. Special meetings of the members may be called at any time:
(1) by the Board; or
(2) by no less than twenty (20) members.
(b) Fixing of Time for Meeting. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the secretary to fix the time of the meeting, which shall be held not more than sixty (60) days after the receipt of the request. If the secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so.
Section 5.11. QUORUM AND ADJOURNMENT.
(a) General Rule. A meeting of members of the Corporation duly called shall not be organized for the transaction of business unless a quorum is present. The presence of at least fifteen (15) voting members, in person or by absentee ballot, shall constitute a quorum. If a quorum is not present, no business shall be conducted at such meeting.
(b) Withdrawal of a Quorum. The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
(c) Adjournment for Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by Pennsylvania law, adjourn the meeting to such time and place as they may determine.
(d) Adjournments Generally. Adjournments of any regular or special meeting of the members may be taken.
(e) Action at Second Adjourned Meeting. In the case of any meeting called for any purpose, those who attend the second of such adjourned meetings, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any resolution or other matter set forth in the notice of the meeting, if written notice of such second adjourned meeting, stating that those members who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter, is given to each member of record entitled to vote at such second adjourned meeting at least ten (10) days prior to the day named for the second adjourned meeting.
Section 5.12. ACTION BY MEMBERS. Except as otherwise provided by Pennsylvania law, the Articles or these Bylaws, the acts at a duly organized meeting of members present entitled to cast at least a majority of the votes which all members present and voting are entitled to cast shall be the acts of the members.
Section 5.13. ORGANIZATION OF MEETINGS. At every meeting of the members, the president or, in the case of vacancy in office or absence of the president, one of the following officers present, in the order stated, shall act as chairman of the meeting: the vice presidents in their order of rank; or a person chosen by vote of the members present. The secretary or, in the absence of the secretary, any person appointed by the chairman of the meeting, shall act as secretary of the meeting. Before each meeting, the Board shall set an agenda for the meeting, and may invite, admit and recognize guests for presentations or comments during the meeting.
Section 5.14. VOTING AND OTHER RIGHTS OF MEMBERS. The voting and other rights and interests of members in the Corporation shall be equal. Subject to the provisions of Section 5.15 hereof, each family comprised of members of the Corporation living in the same household shall be entitled to one vote.
Section 5.15. NO PROXY VOTING; ABSENTEE BALLOT. Voting by members shall be only in person and shall not be by proxy. Notwithstanding the foregoing, for the expressed purpose of accommodating a Regular Member in good standing who cannot be in attendance at any meeting of the members at which new Board members will be elected, including the Annual Meeting, an absentee ballot may be requested and obtained from the Secretary. The absentee ballot shall be promptly completed, signed and returned in a sealed envelope to the Secretary, or transmitted securely by e-mail, prior to the date of the election. The Secretary shall present all absentee ballots to the Judge of Election on the date of the meeting, prior to the voting portion of the election process.
Section 5.16. DETERMINATION OF MEMBERS OF RECORD.
(a) Fixing Record Date. The Board may fix a time, prior to the date of any meeting of members, as a record date for the determination of the members entitled to notice of, or to vote at, the meeting, which time shall be not more than seventy (70) days prior to the date of such meeting. In such case, only members of record on the date fixed shall be so entitled, notwithstanding any increase or other change in membership on the books of the Corporation after any record date fixed as provided in this subsection. The Board may similarly fix a record date for the determination of members of record for any other purpose.
(b) Determination When No Record Date is Fixed. If no record date is fixed:
(1) The record date for determining members entitled to notice of, or to vote at, a meeting of members shall be at the close of business on the date next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.
(2) The record date for determining members entitled to express consent or dissent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent or dissent is expressed.
(3) The record date for determining members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
Section 5.17. VOTING LISTS.
(a) General Rule. Upon request of a Regular Member, the officer or agent having charge of the books or records of membership shall produce such books or records at any regular or special meeting of members. In such case, such books or records shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof.
(b) Effect of List. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be members entitled to vote may vote.
Section 5.18. JUDGES OF ELECTION.
(a) Appointment. In advance of any meeting of members, the Board may appoint judges of election, who need not be members, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any member shall, make such appointment at the meeting. The number of judges shall be one or three. No person who is a candidate for office shall act as a judge.
(b) Vacancies. In case any person appointed as judge fails or refuses to act, the vacancy may be filled by appointment made by the Board in advance of the convening of the meeting or at the meeting by the presiding officer thereof.
(c) Duties. The judges of election shall determine the number of members of record and the voting power of each, the members present at the meeting, the existence of a quorum, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all members. The judges of election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical. If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.
(d) Report. On request of the presiding officer of the meeting, or of any member, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein.
Section 5.19. CONSENT OF MEMBERS IN LIEU OF MEETING. Any action which may be taken at a meeting of the members may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the members who would be entitled to vote at a meeting for such purpose and shall be filed with the secretary of the Corporation.
ARTICLE VI
THE BOARD OF DIRECTORS
Section 6.01. POWERS; STANDARD OF CARE.
(a) General Rule. Unless otherwise provided by Pennsylvania law, all powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, a Board of directors (the “Board”). Individual members of the Board are hereinafter referred to as “directors”.
(b) Standard of Care; Justifiable Reliance. A director shall stand in fiduciary relation to the Corporation and shall perform his or her duties as a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented.
(2) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person.
(3) A committee of the Board upon which the director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
(c) Consideration of Factors. In discharging the duties of their respective positions, the Board, committees of the Board and individual directors may, in considering the best interests of the Corporation, consider the effects of any action upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (b) above.
(d) Presumption. Absent a breach of fiduciary duty, lack of good faith or self-dealing, any action taken as a director or any failure to take any action shall be presumed to be in the best interests of the Corporation.
(e) Notation of Dissent. A director who is present at a meeting of the Board, or of a committee of the Board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Nothing in this section shall bar a director from asserting that minutes of the meeting incorrectly omitted her dissent if, promptly upon receipt of a copy of such minutes, the director notifies the secretary in writing of the asserted omission or inaccuracy.
Section 6.02. QUALIFICATION AND SELECTION OF DIRECTORS.
(a) Qualifications. Each director of the Corporation shall be a natural person of full age who is a Regular Member of the Corporation. Notwithstanding the foregoing, a person who is not otherwise qualified to serve as a director but who has a vested interest in the welfare of the Corporation and who has previously served the Corporation in an exemplary manner, as determined by resolution of the Board in its sole discretion, shall also be qualified to serve as a director.
(b) Selection of Directors. Except as otherwise provided in the Articles or these Bylaws, directors of the Corporation shall be voted upon at the Annual Meeting by the Regular Members of the Corporation, based upon the recommendations of the Nominating Committee (as more fully set forth in Section 6.12(d)(3), below). The Board of the Corporation shall be comprised of not less than seven (7) and not more than fifteen (15) members, as set by the Board from time to time.
Section 6.03. CLASSIFICATION AND TERM OF OFFICE.
(a) Classification. The directors may be classified in respect of the time or which they shall severally hold office, in the discretion of the Board. The number of classes, and the offices within each class, may be revised from time to time as may be determined by resolution of the Board.
(b) Term of Office. Each director shall hold office until the expiration of the term of office to which he or she was elected and until a successor has been selected and is qualified or until his or her earlier death, resignation or removal. The terms of the directors appointed to the various offices in any new Class pursuant to Section 6.03(a), above, shall be determined by resolution of the Board.
(c) Resignation. Any director may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as shall be specified in the notice of resignation.
Section 6.04. VACANCIES. Vacancies in the Board may be filled by a majority vote of the remaining members of the Board though less than a quorum, or by a sole remaining director, and each person so selected shall be a director to serve for the balance of the unexpired term, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.
Section 6.05. REMOVAL OF DIRECTORS. The Board may declare vacant the office of a director who has failed to maintain the qualifications set forth in Section 6.02(a) hereof, who has been convicted of an offense punishable by imprisonment for a term of thirty (30) days or more, or if, within sixty (60) days after notice of his or her selection, the director does not accept the office either in writing or by attending a meeting of the Board. In addition, the Board, by a two-thirds (2/3) vote of those present at a duly constituted meeting of the Board shall have the authority to discipline, suspend or remove a director when the conduct of such person is considered detrimental to the best interests of the Corporation and/or the Youth Baseball Leagues, as applicable and appropriate, in the sole discretion of the remainder of the Board. The director involved shall be notified of such meeting, informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges.
Section 6.06. PLACE OF MEETINGS. Meetings of the Board may be held at such places, within or without Pennsylvania, as the Board may from time to time designate, or as may be designated in the notice of the meeting.
Section 6.07. ORGANIZATION OF MEETINGS. At every meeting of the Board, the president or, in the case of a vacancy in the office or absence of the president, one of the following officers present, in the order stated, shall act as chairman of the meeting: the vice presidents in their order of rank or a person chosen by a majority of the directors present. The secretary or, in the absence of the secretary, any person appointed by the chairman of the meeting, shall act as secretary of the meeting. An agenda shall be distributed to the Directors by the Secretary at least five (5) days before any Board meeting which shall include substantially the following items:
Call to Order
Roll Call
Approval of minutes of preceding meeting
President’s Report
Treasurer’s Report
Committee Reports
Old Business
New Business
Section 6.08. ANNUAL BOARD MEETING. The Board shall hold its annual reorganizational meeting on the second Monday of October in such year, immediately succeeding the annual meeting of the members.
Section 6.09. REGULAR MEETINGS. Regular meetings of the Board shall be held at such places, dates and times as shall be designated from time to time by resolution of the Board.
Section 6.10. SPECIAL MEETINGS. Special meetings of the Board shall be held whenever called by the president or by two (2) or more members of the Board.
Section 6.11. QUORUM OF AND ACTION BY DIRECTORS.
(a) General Rule. A majority of the voting directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of at least a majority of the voting directors present at a meeting at which a quorum is present shall be the acts of the Board.
(b) Voting Rights. Each director shall be entitled to one vote.
(c) Action by Written Consent. Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of the Corporation.
Section 6.12. EXECUTIVE AND OTHER COMMITTEES.
(a) Establishment and Powers. The Board may, in addition to the committees established in these Bylaws, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors or other members of the Corporation. Any committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the powers and authority of the Board, except that no such committee shall have any power or authority as to the following:
(1) The submission to members of any action requiring approval of members under Pennsylvania law.
(2) The filling of vacancies in the Board.
(3) The adoption, amendment or repeal of these Bylaws.
(4) The amendment or repeal of any resolution of the Board.
(5) Action on matters committed by a resolution of the Board to another committee of the board.
(b) Alternate Committee Members. The board may designate one or more directors or other members of the Corporation as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another director to act at the meeting in the place of the absent or disqualified member.
(c) Term. Each committee of the Board shall serve at the pleasure of the Board.
(d) Standing Committees. The Board may, in its sole discretion, annually establish the following standing committees for the following purposes hereunder, and, where appropriate and necessary, certain members of such committees shall be appointed by the president, subject to the approval of a majority of the directors present at the annual meeting of the Board. At any meeting of a Committee of the Board, a majority of the Committee members shall constitute a quorum for the transaction of business, and the act of a majority present at any meeting at which there is a quorum shall be the act of the Committee:
(1) Executive Committee: shall be chaired by the president and shall consist of the president and at least two (2) other directors but not more than four (4) other directors. The Executive Committee shall advise and assist the officers of the Corporation in all matters concerning the interests and management of the Corporation, and shall have such other powers as may be delegated to it by the Board.
(2) Finance Committee: shall be chaired by the treasurer and shall consist of the treasurer, the president and at least one (1) additional director but not more than three (3) additional directors. The Finance Committee is responsible for the consideration of and making of recommendations relative to the expenditure of funds. Such recommendations from the Finance Committee shall be made to the Board for approval. The Finance Committee shall also investigate ways and means of financing the Corporation including team sponsorships and submit recommendations to the Board for approval. The Finance Committee shall be responsible for taking up collections at games if such collections are authorized by the Corporation, and shall turn over any such collections to the Treasurer immediately after each game.
(3) Nominating Committee: shall consist of at least three (3) directors and such other Regular Members as may be appointed by the Board. The Nominating Committee shall be chaired by the person so elected at the first meeting each year of the Nominating Committee. The Nominating Committee is responsible for soliciting and submitting a slate of nominees for the Board. The Nominating Committee shall also submit for consideration of the Board a slate of officers and committee members.
(4) Membership Committee: shall consist of at least three (3) directors and such other Regular Members as may be appointed by the Board. The Membership Committee shall be chaired by the person so elected at the first meeting each year of the Membership Committee. The Membership Committee is responsible for maintaining and increasing the membership of the Corporation, including increasing the number of players involved and raising the visibility of the Corporation in both the Schuylkill Valley School District and the surrounding communities. The Membership Committee shall also receive the names of prospective Regular Members and Player Members, investigate for eligibility and recommend those qualified for admission at the annual, regular or any special meeting of the Members or the Board.
(5) Building and Property Committee: shall consist of at least three (3) directors and such other Regular Members as may be appointed by the Board. The Building and Property Committee shall be chaired by the person so elected at the first meeting each year of the Building and Property Committee. The Building and Property Committee is responsible for investigating and recommending available, suitable sites and plans for development, including ways and means, the latter in cooperation with the Finance Committee. The Building and Property Committee shall also be responsible for recommendations for repair and improvements, other than normal maintenance, and shall supervise the performance of approved projects.
(6) Grounds Committee: shall consist of at least three (3) directors and such other Regular Members as may be appointed by the Board. The Grounds Committee shall be chaired by the person so elected at the first meeting each year of the Grounds Committee. The Grounds Committee is responsible for the care and maintenance of the playing fields, buildings and grounds. The Grounds Committee shall operate within the amount appropriated in the approved budget.
(7) Playing Equipment Committee: shall consist of at least three (3) directors and such other Regular Members as may be appointed by the Board. The Playing Equipment Committee shall be chaired by the person so elected at the first meeting each year of the Playing Equipment Committee. The Playing Equipment Committee is responsible for securing bids on needed supplies and equipment and making recommendations for their purchase to the Board. The Playing Equipment Committee shall be responsible for the proper issuance of such supplies and equipment and for the repair, cleaning and storage thereof at the close of the season.
(8) Managers Committee: shall consist of at least three (3) directors and such other Regular Members as may be appointed by the Board. The Managers Committee shall be chaired by the person so elected at the first meeting each year of the Managers Committee. The Managers Committee is responsible for interviewing and investigating prospective managers and coaches, including those for Minor League teams, and recommending acceptable candidates to the President, for appointment and subsequent approval by the Board. The Managers Committee shall, during the playing season, observe the conduct of the managers and coaches and report its findings to the President. The Managers Committee shall, at the request of the President or the Board, investigate complaints concerning managers and coaches and make a report thereof to the President or the Board, as the case may be.
(9) District Committee: shall be chaired by the President and shall consist of the President and two (2) other Directors. The District Committee shall assist the District Administrator in interleague district functions including the selection of members of the District Administrator’s Advisory Committee and the selection of tournament sites and area tournament directors.
(10) Auxiliary Committee: shall be chaired by the Treasurer and shall consist of the Treasurer and at least two (2) directors and such other Regular Members as may be appointed by the Board. The Auxiliary Committee is responsible for coordinating the activities of the Auxiliary, shall review and evaluate auxiliary projects for raising money and the disposition of profits, and making recommendations to the Board. The Board shall approve in advance all projects and actions of the Auxiliary.
(11) Auditing Committee: shall consist of at least three (3) directors and such other Regular Members as may be appointed by the Board. The Auditing Committee shall be chaired by the person so elected at the first meeting each year of the Auditing Committee. The President, the Treasurer and any other person with check signing authority may not sit on the Auditing Committee. The Auditing Committee is responsible for reviewing the Corporation’s books and records annually prior to the Annual Meeting and attaching a statement of its findings to the annual financial statement of the President and the Treasurer. The Auditing Committee may, if directed by the Board, secure the services of an independent certified public accountant to accomplish such review.
(12) Minor League Committee: shall be chaired by the Minor League Vice President and shall consist of the Minor League Vice President and at least two (2) directors and such other Regular Members as may be appointed by the Board. The Minor League Committee shall be chaired by the person so elected at the first meeting each year of the Minor League Committee. The Minor League Committee is responsible for the proper conduct of the Minor League operation. The Minor League Committee shall report directly to the President.
(13) Other Committees: The President, upon approval of the Board, may appoint other standing committees as, from time to time, may be necessary or desirable to carry out the policies and programs of the Corporation, with such responsibilities as the president may define.
Section 6.13. SPECIAL MEMBERSHIP ON THE BOARD. The Board may appoint ex officio members of the Board for such period of time as the Board may determine. Such directors are permitted to attend all meetings of the Board and to participate therein, but they shall not have the right to vote or have any of the other rights, duties or responsibilities of a director of the Corporation. The terms “director” or “Board,” when used in these Bylaws, shall not be deemed to apply to or include any ex officio director, unless otherwise specifically provided herein. Other ex officio, non-voting members may be added to the Board at the discretion of the Board and by a majority vote of all Board members present.
ARTICLE VII
OFFICERS
Section 7.01. OFFICERS GENERALLY.
(a) Number, Qualifications and Designation. The officers of the Corporation shall be a president, such vice presidents as the Board shall determine and appoint, a treasurer, secretary, player agent, safety officer, coaching coordinator, sponsorship/fundraising manager, concession manager, field and equipment manager, umpire coordinator, member at large and such other officers as may be elected or appointed in accordance with the provisions of these Bylaws. Officers must be members of the Corporation. All officers shall be natural persons of full age. Any number of offices may be held by the same person.
(b) Resignations. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation.
(c) Bonding. The Corporation may secure the fidelity of any or all of its officers by bond or otherwise.
(d) Standard of Care. An officer shall perform his or her duties as an officer in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.
Section 7.02. ELECTION AND TERM OF OFFICE.
(a) Selection of Officers. The officers of the Corporation shall be elected or appointed at each Annual Board Meeting, for a one term as set forth below, to begin on the date of election or appointment and shall expire on the date of the Annual Meeting of the Regular Members of the Corporation in the next succeeding year, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.
(b) Terms of Officers. The officers of the Corporation, except those officers elected by delegated authority pursuant to Section 7.03 and those officers whose terms have not expired, shall be elected annually by the Board of Directors, and each such officer shall hold office for a term of one year and until a successor has been selected and qualified or until his or her earlier death, resignation or removal. The president and vice president, and the secretary and the treasurer shall each hold office for a term of two years with the term of the president and secretary expiring in one year and the term of the vice president and treasurer expiring the next year and continuing thereafter on a staggered basis.
Section 7.03. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS. The Board may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Corporation may require, including one or more assistant secretaries and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. The Board may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees, or other agents.
Section 7.04. NO CONTRACT RIGHTS. Election or appointment of an officer or agent shall not of itself create any contract rights in the officer or agent.
Section 7.05. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent of the Corporation may be removed at any time by a majority vote of the Board, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of any person so removed.
Section 7.06. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 7.03, as the case may be, and if the office is one for which these Bylaws prescribes a term, such office shall be filled for the unexpired portion of the term.
Section 7.07. AUTHORITY. All officers of the Corporation, as between themselves and the Corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as are provided in these Bylaws or as may be provided by or pursuant to resolutions or orders of the Board.
Section 7.08. THE PRESIDENT. The president shall be the chief executive officer of the Corporation and shall have general supervision over the business and operations of the Corporation, subject however, to the control of the Board. The president shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these Bylaws, to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of president and such other duties as from time to time may be assigned by the Board. In addition to these duties, the president shall (i) present a report of the condition of the Corporation at the Annual Meeting; (ii) communicate to the Board such matters as are deemed appropriate, and make such suggestions as may tend to promote the welfare of the Corporation; (iii) be responsible for the conduct of the Corporation in strict conformity to the policies, principles Rules and Regulations of Youth Baseball Leagues, as applicable and appropriate, as agreed under the conditions of the charter issued to the Corporation by the Youth Baseball Leagues, as applicable and appropriate; (iv) investigate complaints, irregularities and conditions determinantal to the Corporation and report thereon to the Board or the Executive Committee as circumstances warrant; (v) prepare and submit an annual budget to the Board and be responsible for the proper execution thereof; and (vi) with the assistance of the Player Agent, examine the application and support proof-of-age documents of every player candidate and certify to residence and age eligibility before the player may be accepted for tryouts and selection.
Section 7.09. THE VICE PRESIDENTS. The vice presidents, if any, shall, in the case of a vacancy in the office of president or absence of the president and in such order of priority, act as chairman of meetings of the Board or of the members; and, in general, shall perform all duties incident to the office of vice president and such other duties as from time to time may be assigned by the Board.
Section 7.10. THE SECRETARY. The secretary or any assistant secretary shall attend all meetings of the Board and of the Regular Members and shall record all votes of the directors and the Regular Members and the minutes of the meetings of the Board, committees of the board, and of the Regular Members, in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation and see that it is affixed to all documents which are to be executed on behalf of the Corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the Board or the president. The secretary shall work closely with the treasurer to prepare and maintain at all times a complete list of regular members of the Corporation, in good standing and not in good standing, which list shall be brought up to date not later than sixty (60) days prior to the Annual Meeting. All minutes of Board meetings and Annual Meetings of the Corporation shall be maintained by the secretary and shall be distributed to the other directors of the Board not later than twenty-one (21) days subsequent to such meetings. In addition to these duties, the Secretary shall (i) issue membership cards to Regular Members, if so directed by the Board; and (ii) notify all Regular Members, Directors, Officers and Committee Members of their election or appointment.
Section 7.11. THE TREASURER. The treasurer or any assistant treasurer shall be the chief financial officer of the Corporation and shall have or provide for the custody of the funds or other property of the Corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Corporation, including the Auxiliary; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, whenever so required by the Board, render an account showing all transactions as treasurer and the financial condition of the Corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the Board or the president. All checks, drafts or other orders for the payment of money shall be signed by the Treasurer; provided, however, any such checks, drafts or other orders for the payment of money which shall be in excess of $750 shall be verified by a second signature of either the president or a vice president. In addition to these duties, the treasurer shall (i) render a complete financial statement at all meetings of the Board, the Annual Meeting and at such other times as may be deemed necessary by the Board; (ii) approve all payments from allotted funds and draw checks in agreement with policies established in advance by the Board; (iii) if the amount of any check is greater than $800.00, assure that the check comply with the Corporation’s two signature policy; (iv) prepare an annual budget, under the direction of the President, for submission to the Board at the Annual Meeting; and (v) prepare an annual financial report, under the direction of the President, for submission to the Members and the Board at the Annual Meeting and to the Youth Baseball Leagues, as applicable and appropriate.
Section 7.12. THE PLAYER AGENT. The Player Agent shall (i) record all player transactions and maintain an accurate and current record thereof; (ii) receive and review applications for player candidates and assist the President in verifying residence and age eligibility; (iii) conduct the tryouts, the player draft and all other player transaction or selection meetings; (iv) prepare the Player Agent’s list; (v) prepare for the President’s signature and submission to the Youth Baseball Leagues, as applicable and appropriate, team rosters, including players claimed, and the tournament tram eligibility affidavit; (vi) notify the Youth Baseball Leagues, as applicable and appropriate, of any subsequent player replacements or trades; (vii) administer the divisional player pool; and (viii) in general, discharge such other duties as may from time to time be assigned by the Board or the President.
Section 7.13. THE SAFETY OFFICER. The Safety Officer shall (i) be responsible to create awareness, through education and information, of the opportunities to provide a safer environment for children and all participants of the Youth Baseball Leagues; (ii) develop and implement a plan for increasing safety of activities, equipment and facilities through education, compliance and reporting; (iii) develop and maintain safety kits for use by each team, and coordinate with managers or coaches for replacement of items as requested in writing by managers or coaches; (iv) facilitate meetings and distribute information among participants including players, managers, coaches, umpires, Corporation officials, parents, guardians and other volunteers; (v) promote safety compliance leadership by increasing awareness of the safety opportunities that arise from these responsibilities; (vi) define a process to assure that incidents are recorded, information is sent to the Board, the Youth Baseball Leagues, as applicable and appropriate, and follow-up information on medical and other data is forwarded as available; and (vii) in general, discharge such other duties as may from time to time be assigned by the Board or the President.
Section 7.14. THE COACHING COORDINATOR. The Coaching Coordinator shall (i) represent the Corporation’s coaches and managers; (ii) present a coach/manager training budget to the Board; (iii) gain the support and funds necessary to implement a Corporation-wide training program; (iv) order and distribute training materials to players, coaches and managers; (v) coordinate mini-clinics as necessary; (vi) serve as the contact person for the Youth Baseball Leagues, as applicable and appropriate; and (vii) in general, discharge such other duties as may from time to time be assigned by the Board or the President.
Section 7.15. THE LEAGUE INFORMATION OFFICER. The League Information Officer shall (i) set up and manage the Corporation’s official website, as authorized by the Youth Baseball Leagues, as applicable and appropriate; (ii) set up online registration and ensure the rosters are uploaded to the Youth Baseball Leagues, as applicable and appropriate; (c) assign online administrative rights to other local volunteers; (iv) encourage the creation of team website to managers, coaches and parents; (v) ensure that news and scores are updated online on a regular basis; (vi) collect, post and distribute important information or Corporation activities including direct dissemination of fundraising and sponsor activities to the Youth Baseball Leagues, as applicable and appropriate, the public, Regular Members and the media; (vii) serve as the primary contact person for the Youth Baseball Leagues and such other organizations as determined by the Board regarding optimizing use of the Internet for Corporation administration and for distributing information to Regular Members and to the Youth Baseball Leagues, as applicable and appropriate; and (viii) in general, discharge such other duties as may from time to time be assigned by the Board or the President.
Section 7.16. THE SPONSORSHIP/FUNDRAISING MANAGER. The Sponsorship/Fundraising Manager shall (i) solicit and secure local sponsorships to support Corporation operations; (ii) collect and review sponsorship and fundraising opportunities; (iii) organize and implement approved Corporation fundraising activities; (iv) coordinate participation in fundraising activities; (v) maintain records of monies secured through sponsorship and fundraising initiatives; and (vi) in general, discharge such other duties as may from time to time be assigned by the Board or the President.
Section 7.17. THE CONCESSION MANAGER. The Concession Manager shall (i) maintain the operation of the concession facilities; (b) organize the purchase of concession products; (iii) manage the concession sales at Corporation events; (iv) schedule volunteers to work thew concession booth during Corporation events; (v) collect and review concession related offers including coupons, discounts and bulk-purchasing opportunities; (vi) organize, tally and keep records of concession sales and purchases; (vii) in general, discharge such other duties as may from time to time be assigned by the Board or the President.
Section 7.18. THE FIELD AND EQUIPMENT MANAGER. The Field and Equipment Manager shall (i) maintain or coordinate the maintenance of all fields, playing surfaces, dugouts and benches; (ii) ensure proper use, storage and maintenance of all field maintenance equipment and supplies; (iii) coordinate volunteer cleanup activities as required to get the facilities ready for seasonal play; (iv) distribute Corporation-owned equipment to each team on an equitable basis and ensure its return; (v) develop and present a budget to accomplish and fulfill these duties for Board approval on an annual basis; and (vi) in general, discharge such other duties as may from time to time be assigned by the Board or the President.
Section 7.19. THE UMPIRE COORDINATOR. The Umpire Coordinator shall (i) ensure that all games are staffed with suitable umpires; (b) ensure that all volunteer umpires are properly trained; (iii) ensure that all volunteer umpires are provided with suitable attire and protective gear; (iv) ensure that proper training is available for volunteer umpired; (v) ensure prudent use of paid umpires; (vi) act as a liaison between the Board and the umpires; and (vii) in general, discharge such other duties as may from time to time be assigned by the Board or the President.
Section 7.20. THE MEMBER AT LARGE. The Member at Large shall assist the other members of the Board as needed to ensure the smooth and efficient functioning of the Corporation and, in general, discharge such other duties as may from time to time be assigned by the Board or the President.
ARTICLE VIII
AFFILIATION
Section 8.01. CHARTER. The Corporation shall annually apply for a charter from the Youth Baseball Leagues, as applicable and appropriate, and shall do all things necessary to obtain and maintain such charter. The Corporation shall devote its entire energies to the activities authorized by such charters, as applicable and appropriate, and it shall not be affiliated with any other program or organization or operate any other program unless otherwise approved by the Board of Directors, consistent with the Youth Baseball Leagues.
Section 8.02. RULES AND REGULATIONS. The Official Playing Rules and Regulations as published by the Youth Baseball Leagues, as applicable and appropriate, shall be binding on the Corporation.
Section 8.03. LOCAL RULES, GROUND RULES and/or BYLAWS. The Corporation’s local rules, ground rules and these Bylaws shall not conflict with the Rules, Regulations and Policies of the Youth Baseball Leagues, as applicable and appropriate.
ARTICLE IX
SPECIAL ACCOUNTING AND FINANCIAL RULES
Section 9.01. AUTHORITY. The Board shall decide all matters pertaining to the finances of the Corporation and it shall place all income, including Auxiliary funds, in a common treasury, directing expenditure of funds in such manner as will give no individual or team an advantage over those in competition with such individual or team.
Section 9.02. CONTRIBUTIONS. The Board shall not permit the contribution of funds or property to individual teams but shall solicit funds for the common treasury of the Corporation, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the Corporation.
Section 9.03. SOLICITATIONS. The Board shall not permit the solicitation of funds in the name of any of the Youth Baseball Leagues unless all of the funds so raised be placed in the Corporation’s treasury.
Section 9.04. DISBURSEMENT OF FUNDS. The Board shall not permit the disbursement of Corporation funds for other than the conduct of the Corporation’s activities in accordance with the rules, regulations and policies of the Youth Baseball Leagues, as applicable and appropriate. All disbursements shall be made by check. Subject to Section 7.11, all checks shall be signed by the Treasurer and such other officer(s) or person(s) as the Board shall determine.
Section 9.05. COMPENSATION. No Director, Officer or Regular Member shall receive, directly or indirectly, any salary, compensation or emolument from the Corporation for services rendered as a Director, Officer or Regular Member.
Section 9.06. DEPOSITS. All monies received, including Auxiliary funds, shall be deposited to the credit of the Corporation.
ARTICLE X
DISSOLUTION
Section 10.01 DISSOLUTION. Upon the dissolution of the Corporation, its net assets shall be distributed for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Code. No portion of the assets shall inure to the benefit of any director, officer or member of the corporation, any other private person, or any enterprise organized for profit.
ARTICLE XI
INDEMNIFICATION
Section 11.01. LIMITATION OF LIABILITY. To the fullest extent permitted by Pennsylvania law, a director of the Corporation shall not be personally liable to the Corporation, its members or others for monetary damages for any action taken or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office and such breach or failure constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 11.01 shall not apply with respect to the responsibility or liability of a director under any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or federal law.
Section 11.02. INDEMNIFICATION.
(a) Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), amounts paid in settlement, judgments, and fines actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided, however, that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
(b) Advancement of Expenses. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount if it shall be ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article XI.
(c) Indemnification Not Exclusive. The indemnification and advancement of expenses provided by this Article X shall not be deemed exclusive of any other right to which persons seeking indemnification and advancement of expenses may be entitled under any agreement, vote of members or disinterested directors, or otherwise, both as to actions in such persons’ official capacity and as to their actions in another capacity while holding office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of any such person.
(d) Insurance, Contracts, Security. The Corporation may purchase and maintain insurance on behalf of any person, may enter into contracts of indemnification with any person, and may create a fund of any nature which may, but need not be, under the control of a trustee for the benefit of any person, and may otherwise secure, in any manner, its obligations with respect to indemnification and advancement of expenses, whether arising under this Article XI or otherwise, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article XI.
Section 10.03. EFFECT OF AMENDMENT. Any repeal or modification of this Article XI by the directors or members of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation or any right of any person to indemnification from the Corporation with respect to any action or failure to take any action occurring prior to the time of such repeal or modification.
ARTICLE XII
MISCELLANEOUS
Section 12.01. SEAL; LOGO.
(a) Seal. The corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form as approved by the Board.
(b) Logo. The Corporation shall maintain an insignia and/or logo in such form as approved by the Board.
Section 12.02. CONTRACTS.
(a) General Rule. Except as otherwise provided by Pennsylvania law or these Bylaws, the Board may authorize any officer or agent to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
(b) Statutory Form of Execution of Instruments. Any note, mortgage, evidence of indebtedness, contract or other instrument in writing, or any assignment or endorsement thereof, executed or entered into between the Corporation and any other person, when signed by one or more officers or agents having actual or apparent authority to sign it, or by the president or the treasurer of the Corporation, shall be held to have been properly executed for and on behalf of the Corporation. Such fact shall be without prejudice to the rights of the Corporation against any person who shall have executed the instrument in excess of his or her actual authority.
(c) Seal. Except as otherwise required by Pennsylvania law, the affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by the Corporation of any instrument in writing.
Section 12.03. INTERESTED MEMBERS, DIRECTORS OR OFFICERS; QUORUM.
(a) General Rule. A contract or transaction between the Corporation and one or more of its members, directors or officers or between the Corporation and another corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall not be void or voidable solely for that reason, or solely because the member, director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his or her or their votes are counted for that purpose, if:
(1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board, and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum;
(2) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such members; or
(3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board or the members of the Corporation.
(b) Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board which authorizes a contract or transaction specified in subsection (a) above.
Section 12.04. CORPORATE RECORDS; INSPECTION.
(a) Required Records. The Corporation shall keep appropriate, complete and accurate books or records of account, minutes of the proceedings of the directors and members, a copy of these Bylaws, including all amendments thereto to date, certified by the secretary of the Corporation, and a membership register, giving the names and addresses of all members of the Corporation. All such records shall be kept at the registered office of the Corporation in Pennsylvania or at its principal place of business. Any books, minutes or other records may be in written form or any other form capable of being converted into written form within a reasonable time.
(b) Right of Inspection. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings of the members and directors, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the Corporation at its registered office in Pennsylvania or at its principal place of business.
Section 12.05. ANNUAL REPORT.
(a) Contents. The Board shall present annually to the members, a report, verified by the president and treasurer or by a majority of the directors, showing in appropriate detail the following:
(1) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report.
(2) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
(3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate
data with respect to each trust fund held by or for the Corporation.
(4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
(5) The number of members of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found.
(b) Place of Filing. The annual report of the Board shall be filed with the minutes of the meetings of members.
Section 12.06. AMENDMENT OF BYLAWS. Except as provided by law, these Bylaws may be amended or repealed by the Corporation’s Board, by a two-thirds (2/3) vote of the Board, subject to the power of the Regular Members to change such action at the next Annual Meeting of the Regular Members of the Corporation by a two-thirds (2/3) vote of all Regular Members present at a duly held Annual Meeting with a quorum of Regular Members present. No amendment shall be effective unless written notice setting forth the proposed amendments to be voted on shall have been sent to every member of the Board at least five (5) days prior to such meeting. Any change in these Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.