Corporation. The Haverford Ice Hockey Club, Inc. will hereafter be referred to as the "Corporation.”
Registered Office. The registered office of the Corporation shall be located at 357 Glen Gary Road, Havertown, Pennsylvania 19083 or at such other place within the Commonwealth of Pennsylvania as the Board of Trustees may from time to time determine.
Other·offices. The Corporation may also have offices at such other places as the Board of Trustees may from time to time designate. or the business of the Corporation may require.
Purpose. The purpose of the Corporation, as stated in its Articles of Organization, is to engage exclusively in charitable, educational and other activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any subsequent law (hereinafter referred to as the "Code") and, in addition, to develop Article TI of the attached Bylaws.
Member. The Members of the Corporation shall be the parents or legal guardians of Players active on Haverford Ice Hockey Club team in the current session, hereafter referred to as "Member" or "Members.") A Member may not transfer its membership or any interest therein. The approval of the Members shall be required to amend or repeal this Section 3.1 or to adopt any provision as part of these Bylaws which is inconsistent with the purpose or intent of this Section 3.1.
"Players” are defined as those individuals participating in the club's High School, Middle School, or Elementary School Ice Hockey programs. All players are required to be either:
- Enrolled students in the Haverford Township School District.
- Haverford Township residents enrolled as students in non-Haverford Township district schools, whose eligibility for play is recognized by the league governing authority of the various teams.
"Households" and "Families" are defined as individual physical addresses and may contain multiple players.
Actions of Members. The Member shall have the right to elect the Directors of the Corporation to serve for one-year terms. In addition, the approval of the Member is required for the validity of any proposed action of the Board of Directors which involves any matter reserved to the Members by the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the "NPCL"), the Articles of Incorporation or by these Bylaws.
There shall be one vote per Household. Members who have satisfied the requirements of the Members shall be considered a voting Member of the Haverford Ice Hockey Club, Inc., and shall be entitled to attend and exercise their vote at the annual meeting of the Membership. An absentee ballot is available to a voting Member upon his/her request, providing the Member meets the requirements of the absentee ballot as set forth by the Board of Directors. The annual meeting shall be held in April following thirty (30) days notice to all Members.
Meetings of the Members. Meetings of the Members, which term includes annual and special meetings, for the election of Directors or for any other purpose or purposes may, but need not; be held. If a meeting is held, the notice of the meeting and the manner in which the meeting is held shall be in accordance with the applicable provisions of these Bylaws and the NPCL.
Action by Written Consent. Any action which·is required to be taken at a meeting of the Members may be taken without a meeting, if consent in writing, setting forth the action so taken, shall be signed by the Members and shall be filed with the Secretary of the Corporation.
BOARD OF DIRECTORS
General. The business and affairs of the corporation shall be managed under the direction of its Board of Directors (hereafter referred to as the “Board of Directors" or "Directors"), which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by these Bylaws directed or required to be exercised and done by the Members: provided, however, that the Board of Directors may not engage directly or indirectly in any activity that would invalidate the Corporation's status (i) as an organization of the type described in Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any subsequent law (hereinafter referred to as the "Code") or (ii)as a corporation contributions to which are deductible under Section 170 (c)(2) of the Code.
Number. The number of Directors shall be determined by the Members from time to time, but the number of Directors shall not be less than eight(8). The Board of Directors shall annually elect the following officers (hereafter referred to as "Officers”): the President, two(2) Vice Presidents, Secretary, and Treasurer (if a natural person) shall be members of the Board of Directors. A team coach or head coach of the Organization shall not be members of the Board of Directors.
Each director shall hold office as specified and until his/her successor has been elected, or until his/her death, prior resignation, or removal.
A regular meeting of the Board of Directors shall be present to constitute a quorum for the transaction of any business at any meeting of the Board of Directors. All Directors shall be considered voting members, with the President voting only in a tie-breaking situation.
The President, and in his/her absence the Vice President, or in both absences the Director chosen, shall call the meeting of the Board of Directors to order and act as chairperson of the meeting.
Qualifications. Each Director shall be a natural person of the age of 18 years or older who is committed to the general goals and aims of the Corporation. A Director need not be a resident of the Commonwealth of Pennsylvania or a Member.
Election of Directors. Except as otherwise provided in Section 4.8 of these Bylaws, the Directors shall be elected by the Members. Nominations for the Board of Directors will be accepted, in writing, at the regularly scheduled Board of Directors meeting in the month prior to the Annual Meeting. Either Members or sitting Directors may make nominations. All of the Members shall be informed of the nominations within one week following the nominations. Voting will take place at the Annual Meeting, with voting privileges to those Members as outlined in Article Ill, Section 3.1.
Term. Each Director shall hold office for a one-year term and until his or her successor is elected and qualified, subject to earlier termination as herein provided.
Resignation. A Director may resign at any time by giving written notice to the President or the Secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Removal. Any Director may be removed from office, with or without assigning cause, by action of two thirds (2/3) of the Members of the Corporation. The Board of Directors may declare vacant the office of a Director who has been judicially declared of unsound mind or who has been convicted of a felony, or if within sixty (60) days after notice of his or her election, the Director does not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfill such other requirements of qualification as these Bylaws may specify.
Vacancies. Vacancies on the Board of Directors, whether occurring because of death, resignation, removal, increase in the number of Directors, or because of some other reason, shall be filled by the affirmative vote of a majority of the remaining Directors.of the Board of Directors, even if less than a quorum and each person so appointed shall serve, as a Director for the balance of the term vacated and until his or her successor is elected by the Members.
The Directors shall have authority to make reasonable rules and ·regulations respecting the Haverford Ice Hockey Club, Inc.· Provided, however, that no such rule or regulations shall deprive any eligible player of the right to participate except upon refusal of said person to pay the fee to be established for the use of the program, or upon failure of such person to abide by any rule or regulation promulgated by the Board of Directors. Individuals may also be deprived of the right to play based on the roster size limitations imposed by leagues and USA Hockey, in combination with the number of individuals desiring to play at a given level; however, the Board of Directors shall direct coaching staffs to make every appropriate effort to maximize the number of players that can be accommodated.
MEETINGS OF THE BOARD OF DIRECTORS
Organization Meetings. The Board of Directors shall hold an organization meeting each calendar year promptly following the election of the Directors by the Members, at such time and place as the Board of Directors shall determine, for the purpose of the election of Officers of the Corporation.
Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be designated from time to time by standing resolution of the Board of Directors.
Special Meetings. Special meetings of the Board of Directors may be called by the President on his or her own initiative and shall be called by the President or the Secretary of the Corporation on the written request of at least one-third of the Directors in office. Written notice of such special meeting must be given to each Director at least twenty four (24) hours before the date of the meeting.
Notice. Unless otherwise established by standing resolution of the Board of Directors or these Bylaws, written notice of any regular meeting of the Board of Directors, stating the date, place and hour, shall be given to each Director at least ten (10) days before the date and time named for such meeting.
Quorum and Right to Adjourn. At all meetings of the Board of Directors a majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be acts of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws. If a quorum shall not be present at any meeting of Directors, the Directors present there at may adjourn, postpone or continue the meeting. When a meeting is adjourned, for any reason, 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 an announcement at the meeting at which such adjournment is taken.
Establishment of Committees. The Board of Directors, may, by resolution adopted by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The. Board of Directors may designate one or more Director at any meeting of the committee. Any such committee to the extent provided in such resolution or in the Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the following: (i) the submission to the Member of any action requiring approval of the Members under the NPCL; (ii) the filling of vacancies on the Board of Directors; (iii) the adoption, amendment or repeal of the Bylaws; (iv) the amendment or repeal of any resolution of the Board of Directors; and (v) action on matters committed by the Bylaws or resolution of the Board of Directors to another committee of the Board of Directors, In the absence or disqualification of any Director serving on such committee or committees, the remaining Directors present at any meeting of such committee and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director to act at such meeting in the place of any such absent or disqualified Director.
Use of Conference Telephone. One or more Directors may participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all Directors so participating shall be deemed present at the meeting.
Action by Unanimous Written Consent. Any action which may be taken at a meeting or the Board of Directors or of a committee of the Board of 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 or the Directors serving on the committee, as the case may be, and shall be filed with the Secretary of the Corporation.
A Director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his or her duties as a Director, including his or her·duties as a member of any committee of the Board of Directors upon which he or she may serve, 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. 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: (i) one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert Competence of such persons or (iii) a committee of the Board of Directors upon which he or she 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 he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
In discharging the duties of their respective positions, the Board of Directors, committees of the Board of Directors and individual Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers and customers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of Section 6.1 hereof.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interest of the Corporation.
A Director of the Corporation shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless: (i) the Director has breached or failed to perform the duties of his or her office under Sections 6.1 through 6.3 hereof and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of Section 6.4 hereof shall not apply to: (i) the responsibility or liability of a Director pursuant to any criminal statute or (ii) the liability of a Director for the payment of taxes pursuant to local, state or federal law.
Notwithstanding any other provisions of these Bylaws, the approval of the not less than two thirds (2/3) of the Board and Members of the Corporation who shall be present at any meeting shall be required to amend or repeal, or to adopt any provision as part of these Bylaws including but not limited to any provision which is inconsistent with the purpose of intent of any provisions of this Article VI. Further, the Secretary of the Corporation shall provide at least thirty (30) days notice to all Members of any meeting in which a Bylaw change shall be voted upon. Any proposed Bylaw alteration or change must be present, in writing, at the prior month's Board of Directors meeting and in no case shall such notification be less than two (2) weeks prior to the annual meeting. No amendment to or repeal of this Article VI shall apply to or have any effect on the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such Director occurring prior to such amendment or repeal.
Officers. The Corporation shall have a President, two (2) Vice Presidents, a Secretary and a Treasurer, or persons who shall act as such, and may have such other officers and assistant officers as the Board of Directors may authorize from time to time (hereafter referred to as the "Officers"). The Officers shall be members of the Board of Directors. The President, Vice President(s) and Secretary shall be natural persons of the age 18 years or older. The Treasurer may be a corporation, but if a natural person, shall be of the age 18 years or older
Appointment of Officers and Resignation. Officers shall be appointed by the Board of Directors. Each officer shall hold office at the pleasure of the Board of Directors and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. 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.
Remoyal and Vacancies. Any officer or agent of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served by such removal. The removal shall be without prejudice to the contract rights, if any, of any person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
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 of Directors.
Vice President(s). The Vice Presidents, shall, in the absence or incapacity of the President, have the authority to exercise all the powers and perform the duties of the President. The Vice Presidents, respectively, shall also have such other authority and perform such other duties as may be provided in these Bylaws or as shall be determined by the Board of Directors or the President. The First Vice President shall be responsible for the business of all hockey operation matters concerning the club, ice time, and schedules. This person, or others at his or her discretion, shall serve as liaison between the Board and the various league governing bodies of the club's team. The Second Vice President will be in charge of non-hockey related issues, and he or she or those t his or her discretion, shall oversee all social, fund-raising, merchandise, and other non-hockey operations.
Secretary. The Secretary shall attend all sessions of the Board of Directors and record all the votes of the Corporation and the minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the committees of the Board of Directors when required. He or she shall give, or cause to be given, notice of all regular and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall be. He or she or a person duly designated by the Board to act for the Secretary shall keep in safe custody the corporate seal of tile Corporation, and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and,·when so affixed, it shall be attested by his or her signature or by the signature of the Treasurer.
Treasurer. The Treasurer or a person duly designated by the Board to act for the Treasurer, shall have the custody of the funds of the Corporation and shall keep full and accurate accounts of receipts and disbursements in book belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and to the Directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all transactions and the financial condition of the Corporation.
Assistant Officers. Each assistant officer shall assist in the performance of the duties of the officer to whom he or she is assistant and shall perform such duties in the absence of the officer. He or she shall perform such additional duties as the Board of Directors, the President or the officer to whom he or she is assistant may from time to time assign to him or her. Such officers may be given such functional titles as the Board of Directors shall from time to time determine.
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
The Corporation shall indemnify any Director or Officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to or who is called as witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he or she 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 domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The Corporation shall indemnify any Director or Officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she 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, employe or agent of another domestic or foreign corporation for profit or not for-profit, partnership, joint venture, trust or other enterprise against expenses, including attorney's fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner her or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the court of common pleas·or such other court shall deem proper.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall not be deemed exclus1ve of any other rights to which those seeking indemnification or.advancement of expenses may be entitled under any Bylaw; agreement, contract, action of the Member or vote of the disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding ·such office. It is the policy of the Corporation that indemnification of, and advancement of expenses to, Directors and Officers of the Corporation shall be made to the fullest extent permitted by law. To this end, the provision of this Article VIII shall be deemed to have been amended for the benefit of Directors and Officers of the Corporation effective immediately upon any modification of the NPCL or any modification, or adoption of any other law that expands or enlarges the power or obligation of corporations organized under the NPCL to indemnify, or advance expenses to, directors and officers of such corporations.
The Corporation shall pay expenses incurred by any Officer or Director, and may pay expenses incurred by any other employee or agent, in defending an action, suit or proceeding referred to in this Article VIlI in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount of it shall ultimately be determined that he or she is not entitled to be indemnified by this Corporation.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified; 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 such person.
The Corporation shall have the authority to create a fund of any nature, which may, but need not be, under the control of a Director, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these. Bylaws or otherwise. This authority shall include, without limitation, the authority to (i) deposit funds in trust or in escrow, (ii) establish any form of self-insurance, (iii) secure its indemnity obligation by grant of a security interest, mortgage or other lien on the assets of the Corporation or (iv) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this Article VIII. The provisions of this Article VIII shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 8.l or Section 8.2 but whom this Corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the NPCL or otherwise. The authority granted by this Section 8.6 shall be exercised by the Board of Directors of the Corporation.
The Corporation shall have the authority to enter into a separate indemnification agreement with any Officer, Director, employee or agent of the Corporation providing for such indemnification of such person as the Board of Directors shall determine up to the fullest extent permitted by law.
As soon as practicable after receipt by any person specified in Section 8.1 or Section 8.2 of notice of the commencement of any action, suit or proceeding specified in Section 8.1 or Section 8.2, such person shall, if a claim with respect thereto may be made against the Corporation under Article VIII of these Bylaws, notify the Corporation in writing of the commencement or threat thereof; however, the omission so to notify the Corporation shall not relieve the Corporation from any liability under Article VIII of these Bylaws unless the Corporation shall have been prejudiced thereby or from any other liability which it may have to such person other than under Article VIII of these Bylaws. With respect to any such action as to which such person notifies the Corporation of the commencement or threat thereof, the Corporation may participate therein at its own expense and, except as otherwise provided herein, to the extent that it desires, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel selected by the Corporation to the reasonable satisfaction of such person. After notice from the Corporation to such person of its election to assume the defense thereof, the Corporation shall not be liable to such person under Article VIlI of these Bylaws for any legal or other expenses subsequently incurred by such person in connection with the defense thereof other than as otherwise provided herein. Such person shall have the right to employ his or her own counsel in such action, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of such person unless: (i) the employment of counsel by such person shall have been authorized by the Corporation; (ii) such person shall have reasonably concluded that there may be a conflict of interest between the Corporation and such person in the conduct of the defense of such proceeding or (iii) the Corporation shall not, in fact, have employed counsel to assume the defense of such action The Corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf of the Corporation or as to which such person shall have reasonably concluded that there may be a conflict of interest. If indemnification under Article VIII or these Bylaws or advancement of expenses are not paid or made by the Corporation, or on its behalf, within ninety (90) days after a written claim for indemnification or a request for an advancement of expenses has been received by the Corporation, such person may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim or the advancement of expenses, The right to indemnification and advancements of expenses provided. hereunder shall be enforceable by such.person in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Expenses reasonably incurred by such person in connection with successfully establishing the right to indemnification or advancement of expenses, in whole or in part, shall also be indemnified by the Corporation.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who 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 domestic o; foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VIII.
Notwithstanding any other provisions of these Bylaws, the approval of the Member shall be required to amend, repeal, or adopt any provision of these Bylaws which is inconsistent with the purpose or intent of any provision of this Article VIII, and, if any such action shall be taken, it shall become effective only on a prospective basis from and after the date of such Member approval.
PROTECTION OF TAX-EXEMPT STATUS
Restrictions on Distributions. No part of the net earnings of the Corporation shall inure to the benefit of, or to be distributed to, its Member, Directors, Officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in distribution in furtherance of the Corporation's purposes provided, however, that such disbursements may not be made in any manner that would jeopardize the status of the corporation or its Member as exempt from federal income tax or violate the NPCL.
Prohibited Activities. No substantial part of the activities of the Corporation shall be the carrying 011 of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in, including the publishing or distribution of statements, any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Corporation's Articles of incorporation or these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c)(3) of the Code.
Dissolution. Upon the liquidation or dissolution of the Corporation for any cause whatsoever, or upon the abandonment of any of its property, neither the property of the Corporation nor any right therein shall inure to the benefit of any of the Directors, Officers or any other private persons or individuals, but all property or rights therein, or the proceeds thereof, after paying or making provision for the payment of all of the liabilities of the Corporation, shall be fully distributed to a nonprofit organization described in Section 501 (c)(3) of the Code with a similar mission and purpose , as the Board of Directors of the Corporation then in office may in its discretion select and designate. Any such assets not so disposed of shall be disposed of by the court of competent jurisdiction in the Commonwealth of Pennsylvania exclusively to such organization or organizations, as said court shall determine, which are of the type described in Section 501 (c)(3) of the Code.
Annual Report. The Board of Directors of the Corporation shall present annually to the Members a report, the contents of which are prescribed in the NPCL, a copy of which report shall be filed with the minutes of the meetings of the Member.
Checks and Fiscal Matters. All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers as the Board of Directors may from time to time designate.
Fiscal Year. The fiscal year of the Corporation, unless changed by resolution of the Board of Directors, shall begin on January 1 and end on December 31.
Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Pennsylvania." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
Notice and Waiver of Notice.
- Whenever, under the provisions of any statute or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by courier service, charges prepaid, or by facsimile transmission, to his or her address (or to his or her facsimile number) appearing on the books of the Corporation or, in the case of written notice to Directors, supplied by each Director to the Corporation for the purpose of notice. If the notice is sent by mail or courier service, it 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, in the case of facsimile transmission, when dispatched.
- Whenever any written notice is required to be given by statute or by the Articles of Incorporation or by 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 the equivalent of the giving of such notice, Except as otherwise required by statute, and except in the case of a special meeting, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice. Attendance of a person, whether in person or by proxy, 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.
TRANSACTION OF BUSINESS
The Corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized. by the vote of two thirds of the members in office of the Board of Directors. If the real property is subject to a trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance. No indebtedness for borrowed money shall be contracted on behalf of the Club, and no evidences of such indebtedness shall be issued in its name unless authorized by, or under the authority of, a resolution by the Board of Directors. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club shall be signed by such officer or officers, agent or agents of the Club, and in such manner· as shall be from time to time be determined by or under the authority of a resolution of the Board of Directors. All funds otherwise employed shall be deposited from time to time to the credit of the Club in such banks or other depositories as may be selected by or under the authority of a resolution by the Board of Directors.
Whenever the lawful activities of the Corporation involve among other things the charging of fees or prices for its services or products, the Corporation shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the Corporation, and in no case shaH be divided or distributed in any manner that violates the law.
The Board of Directors, by resolution, may authorize the Corporation to accept subventions from the Member of non-members on terms and conditions not inconsistent with the provisions of Section 5542 of the NPCL; and to issue certificates therefore.
CONFLICTS OF INTEREST
No Director of the Corporation, and no member of any committee of the Board of Directors of the Corporation, shall vote on any matter in which he or she has a financial or pecuniary business interest at any meeting of the Board of Directors or of any committee of the Board of Directors of the Corporation. Any member of the Board of Directors or a committee thereof who believes that he or she may have a direct or indirect financial or pecuniary interest in any matter before the Board of Directors or any committee shall disclose to the other members of the Board of Directors or such committee the existence of the possible conflict of interest, and those disinterested members of the Board of Directors or such committee shall determine by majority vote whether the disclosing person has a conflict of interest with respect to such matter. If the disinterested members of the Board of Directors or such committee determine that a conflict of interest exists with respect to any matter, the conflicted member of the Board of Directors or such committee may participate in all discussions relating to the matter, but shall abstain from any vote relating to the matter.
Except as otherwise provided in these Bylaws, these Bylaws may be amended or repealed, and new Bylaws adopted, by the affirmative vote of the members at any regular or special meeting duly convened after written notice to the Member that the purpose, or one of the purposes of the meeting is to consider the amendment or repeal of these Bylaws and the adoption of new Bylaws. Except as otherwise provided in these Bylaws, and except as provided in Section 5504 (b) of the NPCL, these Bylaws may be amended or repealed, and new Bylaws adopted, by a majority vote of the members of the Board of Directors at any regular or special meeting duly convened; subject to the power of the the Member to change such action of the Board of Directors. Written notice shall be provided to the members immediately following the amendment or repeal of existing Bylaws, or the adoption of new Bylaws, by the Board of Directors.
Adopted: March 13, 2019