BYLAWS OF PHILADELPHIA VOLLEYBALL
(a Pennsylvania nonprofit corporation)
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
Adopted by the Incorporators and Approved by the Founding Member on October 8, 2022. Adopted by the Board of Directors on ___________________________.
Article I
GENERAL
1.1 Name. The name of the Organization is “PHILADELPHIA VOLLEYBALL” (the “Organization”).
1.2 State of Incorporation. The Organization was formed on June 5, 2019 as a Pennsylvania nonprofit corporation, organized under the Pennsylvania Nonprofit Corporation Law of 1988 (the “Act”).
1.3 Registered Office. The registered office of the Organization in Pennsylvania shall be at the place designated in the Articles of Incorporation, or at such place within the Commonwealth of Pennsylvania as the Board of Directors may determine. Before the change of location becomes effective, the Organization shall either amend its Articles of Incorporation to reflect the change in location, or shall file in the Pennsylvania Department of State a statement of change of registered office.
1.4 Other Offices. The Organization may also have offices at such other places within and without the Commonwealth of Pennsylvania as the Board of Directors may determine, or as the activities of the Organization may require.
1.5 Corporate Seal. The Organization shall not use a corporate seal and all documents, instruments, and agreements executed and delivered by the Organization shall have the same efficacy as if a corporate seal had been affixed thereto.
1.6 Fiscal Year. The fiscal year of the Organization shall end December 31 or other such period as determined by the Board.
1.7 Purposes. The purposes of the Organization are as provided in the Articles of Incorporation.
1.8 Definitions. The terms “in writing” and “written,” as used in these Bylaws and the policies and procedures of the Organization shall have the meaning set forth in Sections 102(a) and 107(b) of the Act for the term “written,” which is defined to mean inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form. The term “sign” or “signed,” as used in these Bylaws and the policies and procedures of the Organization shall have the meaning provided for in Section 102(a) of the Act and shall mean (a) to sign manually or adopt a tangible symbol, or (b) to attach to, or logically associate with, information in writing, an electronic sound, symbol or process.
Article II
MEMBERSHIP
2.1 Membership. The Organization shall be organized on a membership basis with two classes of Members consisting of: (a) the “Founding Member”; and (b) the “General Members.” Unless otherwise specified, the term “Members” when used herein shall refer to both classes of Members (i.e., the Founding Member and the General Members).
2.2 Founding Member.
(a) Qualification. The Founding Member shall be DANIEL P. ELLIOTT.
(b) Rights and Privileges. The Founding Member shall have all the rights and privileges of Members under the Act.
(c) Reserved Powers of the Founding Member. While there is a Founding Member of the Organization, the Founding Member shall have the exclusive right to: (i) appoint at any time one or more General Members; and (ii) remove at any time any General Member(s), with or without the assignment of any cause. Such appointment and removal of General Members, as the case may be, shall be evidenced by written statement executed by the Founding Member and filed with the Secretary of the Organization. In addition, while there is a Founding Member of the Organization, the approval of the Founding Member shall be required for any of the following actions by the Organization:
(i) Amending, restating, altering, or repealing the Articles of Incorporation; (ii) Amending, restating, altering, or repealing the Bylaws;
(iii) Electing, appointing, removing, or replacing any Director(s);
(iv) Adopting a plan of merger, adopting a plan of consolidation, or authorizing any other corporate combination involving the Organization;
(v) Authorizing the sale, lease, exchange, transfer, or mortgage of all or substantially all of the property and assets of the Organization;
(vi) Authorizing the voluntary dissolution or liquidation of the Organization or revoking proceedings for voluntary dissolution; and
(vii) Authorizing any re-domestication of the Organization.
(d) Termination. Termination of the Founding Member’s rights may only occur upon death, resignation, or by court order. DANIEL P. ELLIOTT may appoint one or more successor Founding Members, to be effective upon the termination of his rights as a Founding Member, by doing so in writing prior to his death or resignation, at which point these Bylaws shall be amended to reflect the name of the designated successor Founding Member(s).
(e) Successor(s) to the Founding Member. After termination of the Founding Member’s rights pursuant to Section 2.2(d) hereof, if no successor Founding Member is appointed pursuant to Section 2.2(d), the General Members shall become the only class of voting Members of the Organization. If upon the termination of the Founding Member’s rights pursuant to Section 2.2(d) hereof there are no General Members of the Organization then serving, the Board shall become the Members of the Organization, and at such time, the Board shall amend the Articles of Incorporation and Bylaws to provide that the Organization shall have no Members and that it shall thereafter be governed by its Board.
2.3 General Members.
2.4 (a) Qualifications. General Members shall be any natural person(s) that the Founding Member has appointed by written statement filed with the Secretary of the Organization.
(b) Rights and Privileges. Subject to the reserved powers of the Founding Member set forth under Section 2.2(c) hereof, General Members shall have all the rights and privileges of Members under the Act.
(c) Removal.
(i) Removal while there is a Founding Member of the Organization. Any General Member may be removed, without assigning any cause, by the Founding Member at any time. Immediately upon such removal, the General Member’s Membership rights shall terminate.
(ii) Removal if there is no Founding Member of the Organization. After the death, resignation, or removal of DANIEL P. ELLIOTT as the Founding Member pursuant to Section 2.2(d), and if no successor Founding Member is appointed pursuant to Section 2.2(d), any General Member may be removed from Membership, with or without the assignment of any cause, upon a majority vote of all Members at a duly convened meeting of the Members, provided that written notice of the intention to remove and reasons therefor have been provided in the notice of the meeting. No General Member shall be removed without having the opportunity to be heard at such meeting, but no formal procedure need be followed.
2.5 Resignation of Members. Any Member may resign from the Organization at any time by providing written notice thereof to the Secretary of the Organization.
2.6 Member Rights upon Resignation. Upon resignation, a Member relinquishes any and all rights as a Member. It is understood that Membership does not confer upon Members of this Organization any rights to any funds, supplies, materials, equipment, or property owned by the Organization or held by a third party on the Organization’s behalf. Resignation of Membership shall not relieve the Member of any financial obligations or contractual obligations to the Organization that accrued prior to the effective date of such resignation.
2.7 Transfer of Membership. A Member may not transfer Membership or any right arising therefrom.
2.8 Annual Meeting. The annual meeting of the Members for the purpose of appointing Directors to the Board and for the transaction of such other business as may properly come before the meeting shall be held on the third Sunday of February each year at the principal office of the organization, or at such other time or place as the Board shall determine. See Article VII of these Bylaws for the notice requirements.
2.9 Place of Meetings. Meetings of the Members shall be held at the principal office of the Organization or at such other place, within or without the Commonwealth of Pennsylvania, as shall be designated by resolution of the Board.
2.10 Special Meetings. Special meetings of the Members may be called by a Member or by the Board. See Article VII of these Bylaws for the notice requirements. Any such request shall state the time and place of the proposed meeting, and upon receipt of such request it shall be the duty of the
Secretary to issue the call for such meeting promptly. If the Secretary shall neglect to issue such call, the President (on behalf of the Board) or the Member making the request may issue the call.
2.11 Quorum. Those Members present at a meeting shall constitute a quorum for the transaction of business at the meeting, provided that all active Members of the Organization have been notified of the meeting in accordance with Article VII.
2.12 Use of Conference Telephone and Similar Equipment. To the fullest extent permitted by the Act, the Members may convene meetings exclusively by conference telephone or video conference call, or so that one (1) or more persons may participate in an in-person meeting. As long as all persons participating in such meetings are able hear each other, participation in a meeting pursuant to this Section 2.12 shall constitute presence in person at the meeting.
2.13 Corporate Action. Subject to the reserved powers of the Founding Member set forth under Section 2.2(c) hereof, the acts of a majority of the Members present at a meeting (including participants by conference telephone or other electronic technology as provided in Section 2.12 of these Bylaws) at which a quorum is present shall be the acts of the Members. Each Member shall have one (1) vote, and Members may not vote by proxy.
2.14 Conduct of Meetings. All meetings of the Members shall be called to order and presided over by the President, or in the absence of the President, by a chairperson elected by the Members. The President or other person presiding over a meeting of Members may appoint a person to serve as parliamentarian at any meeting of the Members.
2.15 Action without Meeting. Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or by the Act, any action which might be taken at a meeting of the Members may be validly taken without a meeting if all the Members consent in writing to such action. Any such written consent shall be executed by each Member and shall be filed with the Secretary of the Organization.
2.16 Honorary Titles. The Organization may create such classes of “membership,” such as contributing members or honorary members, as the Directors see fit, but such persons shall not have the rights of members under the Act.
Article III
BOARD OF DIRECTORS
3.1 General Powers; Duties. The business and affairs of the Organization shall be managed by a Board of Directors and all powers to act for the Organization are hereby granted to and vested in the Board of Directors, except as otherwise provided in these Bylaws, the Articles of Incorporation, or by the Act. Unless provided otherwise in these Bylaws or by the Act, each Director shall have one only vote, regardless of any officer position that he or she or they may hold. The Directors shall exercise due diligence consistent with a duty of care that requires them to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they believe is in the best interests of the Organization. Directors shall also exercise their duty of loyalty with respect to the Organization in accordance with the Organization’s Conflict of Interest Policy.
3.2 Number. The Board of Directors shall consist of not less than three (3) and no more than fifteen (15) Directors who shall be natural persons (collectively, the “Board,” “Board of Directors,” or “Directors,” and individually, a “Director”). The number of Directors shall be set by the Member and may be increased or decreased from time to time by a vote of a majority of the Directors then in office or by the Member.
3.3 Qualifications. Directors must be at least eighteen (18) years of age and must have an ability to participate effectively in fulfilling the responsibilities of the Board of Directors. Directors need not be residents of the Commonwealth of Pennsylvania.
3.4 Initial Board of Directors. The initial Board of Directors shall be appointed by the Founding Member and shall hold terms of office of one (1) or two (2) years each, as determined by the Founding Member.
3.5 Election. With the exception of the initial Board of Directors, the Directors shall be elected by a vote of the majority of the Members at the annual meeting of the Members, or as needed in the case of vacancies, or they may be appointed by the Founding Member. Any election or appointment of a Director to the Board pursuant to this Section 3.5 shall be subject to the approval rights of the Founding Member set forth under Section 2.2(c) hereof.
3.6 Term of Office. With the exception of the initial Board of Directors, each Director shall be elected for a term of two (2) years and shall hold office until (a) the later of the expiration of the term for which he or she or they was elected or until his or her or their successor has been elected and qualified, or (b) his or her or their earlier death, resignation, or removal. Terms shall be staggered so that, as nearly as possible, an equal number of terms shall expire each year. Directors may serve no more than three (3) terms, consecutive or otherwise. Members of the Initial Board of Directors who were appointed for a one-year term may serve an additional three (3) terms beyond their initial term.
3.7 Resignation of Directors. A Director may resign at any time by giving written notice to the President and to the Secretary of the Organization. The resignation shall be effective upon receipt by the President or Secretary or at such subsequent time as may be specified in the notice of resignation.
3.8 Removal of Directors. A Director who misses three (3) consecutive board meetings, without providing advance written notice stating a reasonable cause for their absence, is deemed automatically removed from the Board of Directors. The Board of Directors may remove any Officer, Director or Committee Member at any time and for any reason (i.e., with or without cause) with a two
thirds vote in favor of removal. The vote must be two-thirds of the full board (not two-thirds of quorum). The President or any Director can make a motion at any time during a Board meeting to propose the removal of any Director(s). No advance notice and no formal hearing procedure need be followed in order to remove a Director. All Director removal and replacement decisions made pursuant to this Section 3.8 shall be subject to the approval rights of the Founding Member set forth under Section 2.2(c)
hereof.
3.9 Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the authorized number of Directors, shall be filled by election by the remaining Directors or by the Members, even if the number remaining on the Board is less than a quorum. Appointments of Directors are subject to the approval rights of the Founding Member set forth under Section 2.2(c)
hereof. Any Director so elected shall serve for the balance of the term to which he or she or they is elected, and the balance of such term shall count as a term for purposes of calculating term limits under Section 3.6 of these Bylaws.
3.10 Regular Meetings. Regular meetings of the Board of Directors may be held at such times as the Board may by resolution determine but not less than four (4) times per calendar year. One of the Organization’s regular meetings shall be designated as an annual meeting of the Board of Directors, to
be held each year at a date to be set by the Board of Directors to review operations during the immediately preceding year, elect Directors if necessary, elect officers, and transact such other business as may properly be brought before the meeting. The Directors may resolve to convene the annual meeting on another date during the year, provided that proper notice is given.
3.11 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President, or upon the written request of at least one-third of the Directors delivered to the Secretary. See Article VII of these Bylaws for the notice requirements. Any such request by the Directors shall state the time and place (or access information if the meeting is held by telephone or video conference call) of the proposed meeting, and upon receipt of such request it shall be the duty of the Secretary to issue the notice for such meeting promptly. If the Secretary neglects to, or is unavailable to,
issue such notice, the Directors making the request may issue the notice.
3.12 Quorum; Corporate Action. At all meetings of the Board, a majority of the total number of the Directors in office shall be necessary to constitute a quorum for the transaction of business. Subject to the reserved powers of the Founding Member set forth under Section 2.2(c) hereof, the acts of a majority of the Directors present at a meeting (including participants by telephone or video conference call as provided in Section 3.16 of these Bylaws) at a meeting at which a quorum is present shall be the acts of the Board of Directors, unless a higher threshold is specifically required by the Act, by the Articles of Incorporation, or by these Bylaws. Directors may not attend nor participate in any meeting by proxy, and Directors may not vote by proxy. Directors may not vote by email or any other electronic means, except in connection with signing unanimous written consents in accordance with Section 3.14 of these Bylaws.
3.13 Use of Conference Telephone and Similar Equipment. To the fullest extent permitted by the Act, the Board of Directors and any committees of the Board may convene meetings exclusively by conference telephone or video conference call, or so that one (1) or more persons may participate in an in-person meeting. As long as all persons participating in such meetings are able hear each other, participation in a meeting pursuant to this Section 3.13 shall constitute presence in person at the meeting.
3.14 Action by Directors in Lieu of a Meeting. Unless otherwise restricted by the Articles of Incorporation, or by the Act, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all of the members of the Board or committee, as the case may be, consent to the action in writing by affixing their signatures to a document(s) that is circulated for signature by electronic means (for example, through DocuSign or as an attachment to an email), and the signed document is – or signed documents, if they are signed in counterparts, are – filed with the Secretary of the Organization.
3.15 Liability. To the fullest extent permitted by Pennsylvania law, now in effect and as may be amended from time to time, a Director shall not be personally liable for monetary damages for any action taken or any failure to take any action unless:
(a) the Director has breached or failed to perform the duties of the Director’s position (see Subchapter B of Chapter 57 of the Act); and
(b) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
As expressed in Section 5713(b) of the Act, this Section 3.15 shall not provide liability protection to any Director with regard to the Director’s violations of any criminal statute, or the Director’s failure to make payment of taxes pursuant to federal, state, or local law.
Any repeal or amendment of this Section 3.15 shall be prospective only and shall not increase, but may decrease, a Director’s liability with respect to actions or failures to act occurring prior to such change.
3.16 Standard of Care and Justifiable Reliance. Pursuant to Section 5712(a) of the Act, the Directors of the Organization stand in a fiduciary relationship to the Organization and must perform their duties as Directors, including their duties as a member of any committees of the Board or as officers, in good faith, in a manner they reasonably believe to be in the best interests of the Organization, and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary prudence would use under similar circumstances. In performing their duties, Directors may rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:
(1) one of more officers or employees of the Organization whom the Director reasonably believes to be reliable and competent in the matters presented;
(2) counsel, public accountants, or other persons as to matters that the Directors reasonably believes to be within the professional or expert competence of such person; or
(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 the Director’s reliance to be unwarranted.
Pursuant to Section 5715 of the Act, in discharging the duties of their respective positions, the Board of Directors, committees of the Board, and individual Directors of the Organization may, in considering the best interests of the Organization, consider to the extent they deem appropriate:
(1) The effects of any action upon any or all groups affected by such action, including members, employees, suppliers, customers, and creditors of the Organization, and upon communities in which offices or other establishments of the Organization are located.
(2) The short-term and long-term interests of the Organization, including benefits that may accrue to the Organization from its long-term plans and the possibility that these interests may be best served by the continued independence of the Organization.
(3) The resources, intent, and conduct (past, stated and potential) of any person seeking to acquire control of the Organization.
(4) All other pertinent factors.
The Board of Directors, committees of the Board and individual Directors shall not be required, in considering the best interests of the Organization or the effects of any action, to regard any corporate interest or the interests of any particular group affected by such action as a dominant or controlling interest or factor. The consideration of any of these interests and factors is not constitute a breach of fiduciary duty.
Pursuant to Section 5715(d) of the Act, absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director shall be presumed to be in the best interests of the Organization.
3.17 Compensation of Directors; Reimbursement of Expenses. No Director shall be compensated for services unless so authorized by a duly adopted resolution of the Board of Directors, requiring that: (a) such Director may only receive reasonable compensation for services rendered for the Organization in carrying out its exempt purposes as established by the Board of Directors; and (b) such compensation is (i) consistent with the Organization’s financial policies, (ii) does not adversely affect the Organization’s qualification as an organization exempt under Section 501(a) and described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or give rise to intermediate sanctions under the Code, and (iii) shall be set by a committee composed of persons who have no financial interest in such determination. The Organization generally expects Board members to incur expenses without reimbursement; however, the Board may adopt a policy to allow for reimbursement of Directors’ expenses, provided that such expenses shall be reimbursed only for ordinary, necessary, and reasonable expenses incurred in the performance of their duties as Board members and provided that such reimbursement does not adversely affect the Organization’s qualification as an organization exempt under Section 501(a) and described under Section 501(c)(3) of the Code or give rise to intermediate sanctions under Section 4958 of the Code. Any expense reimbursements permitted must be made in accordance with procedures established by the Organization.
3.18 Loans to Directors. No loans shall be made by the Organization to any of its Directors.
Article IV
COMMITTEES
4.1 Executive Committee. There shall be an Executive Committee, which shall be comprised of the officers of the Organization. The Executive Committee shall have and exercise the powers and authority of the Board of Directors in the management and business of the Organization, except that neither the Executive Committee, nor any other committee established by the Board, shall have power or authority as to:
a) submission to the Members or the Founding Member of any action requiring approval of the Members or the Founding Member;
b) the creation or filling of vacancies of the Board of Directors;
c) the adoption, amendment, or repeal of these Bylaws;
d) the amendment or repeal of any resolution of the Board of Directors that by its terms is amendable or repealable only by the Board;
e) action on matters committed by these Bylaws or resolution of the Board of Directors to another committee of the Board; or
f) action on matters pertaining to the acquisition, sale, mortgage, or pledge of real property (see Section 6.2 of these Bylaws for Board approval required).
Any action of committees bestowed with the authority to act on behalf of the Board shall be communicated to the Board at the next Board meeting. Subject to the restrictions on the committee powers provided in this Section 4.1, ratification of committee action is not required.
4.2 Other Committees. The Board of Directors may establish standing or special committees and designate their function and responsibility. Individuals appointed to committees need not be Directors, but any committee members who are not Directors may only serve in an advisory capacity such that their votes are not binding on the Organization or the committee and their attendance may not be counted for purposes of establishing a quorum at a committee meeting. Except as otherwise provided in these Bylaws, the Articles of Incorporation, or the Act, any committee may exercise such powers and functions as the Board of Directors may from time to time determine. See Section 4.1 in these Bylaws and Section 5731 of the Act for limitations on the power and authority of committees. Except as the Board may otherwise determine, the President shall appoint all committee members and committee chairpersons.
4.3 Committee Reports. Each committee, including the Executive Committee, shall keep minutes of its proceedings and report the same to the Board at each regular meeting of the Board, or otherwise as requested by the President. The chairperson of each committee shall present the report. If the chairperson of a committee is unable to be present to present the committee report, the chairperson of that committee may designate another member of the committee to present its report. The Board of Directors shall adopt rules of procedure as it deems necessary for the conduct of the affairs of each committee.
4.4 Quorum. Unless a committee approves a greater or lesser number, a majority of its voting members shall constitute a quorum.
Article V
OFFICERS
5.1 Officers. The officers of the Organization shall be natural persons of at least eighteen (18) years of age, and there shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be Directors currently in office and who shall be elected as officers by the Board of Directors. Each officer position must be held by a separate individual. In addition, as the Board of Directors may determine necessary, there may also be one or more assistant officers, including more than one Vice President. Holding an officer position does not grant any Director greater voting authority or additional voting privileges.
5.2 Duties. The officers shall have and exercise such duties and functions as usually attach to their offices, with such additional duties and functions and subject to such limitations as may be provided in these Bylaws or established by the Board of Directors. Assistant officers shall perform such functions and have such responsibilities as the Board of Directors may determine. Officers shall ensure that the Board is fully informed about the Organization’s activities and financial status and that the Board has full and accurate information necessary to make informed decisions about the Organization’s operations. The Board of Directors may add to the corporate title of any officer (other than the President) a functional title in word or words descriptive of the officer’s powers or the general character of the officer’s duties.
5.3 Selection, Terms. The officers of the Organization shall be elected by the Board of Directors at a Board meeting (or in accordance with Section 3.14) and shall serve for a term of two (2) years. Officers may serve no more than three (3) terms, consecutive or otherwise. Each officer shall hold office until (a) the later of the expiration of the term for which he or she or they was elected or until his or her or their successor has been elected and qualified, or (b) until his or her or their earlier death, resignation, or removal.
5.4 Resignation of Officers. Any officer of the Organization may resign at any time by giving written notice to the President and to the Secretary of the Organization. The resignation shall be effective upon receipt by the President and Secretary or at such subsequent time as may be specified in the notice of resignation.
5.5 Removal of Officers. Any officer of the Organization may be removed, or the officer’s authority may be revoked, by resolution of the Board of Directors, whenever in Board’s judgment the best interests of the Organization will be served thereby, but such removal or revocation shall not affect any contract rights the person so removed may have with the Organization.
5.6 Vacancies. Any vacancy in any office shall be filled by the Board. The elected officer shall fill the balance of the term to which he or she or they is elected or appointed.
5.7 Compensation of Officers; Reimbursement of Expenses. The salaries or compensation, if any, of all officers of the Organization shall be fixed by, or in the manner prescribed by, the Board of Directors, provided that no officer shall be compensated for services unless so authorized by a duly adopted resolution of the Board of Directors, requiring that: (a) such officer may only receive reasonable compensation for services rendered for the Organization in carrying out its exempt purposes as established by the Board of Directors; and (b) such compensation is (i) consistent with the Organization’s financial policies, (ii) does not adversely affect the Organization’s qualification as an organization exempt under Section 501(a) and described under Section 501(c)(3) of the Code or give rise to intermediate sanctions under the Code, and (iii) shall be set by a committee composed of persons who have no financial interest in such determination. As provided in Section 3.16, the Organization generally expects officers to incur expenses without reimbursement; however, the Board may adopt a policy to provide for reimbursement of officers’ expenses, provided that such expenses shall be reimbursed only for ordinary, necessary, and reasonable expenses incurred in the performance of their duties as officers and provided that such reimbursement does not adversely affect the Organization’s qualification as an organization exempt under Section 501(a) and described under Section 501(c)(3) of the Code or give rise to intermediate sanctions under Section 4958 of the Code. Any expense reimbursements must be made in accordance with procedures established by the Organization.
5.8 Loans to Officers. No loans shall be made by the Organization to any of its officers.
5.9 President; Powers and Duties. The President shall have general charge and supervision of the business of the Organization and shall exercise or perform all the powers and duties usually incident to the office of the President. The President shall preside at all meetings of the Board of Directors and of the Members. The President shall from time to time make or cause to be made such reports of the affairs of the Organization as the Board may require. The President shall be responsible to the Board of Directors for the application and implementation of policies adopted by the Board of Directors. Unless otherwise provided by the Board in the resolution creating the committee, the President shall be a voting member of each committee.
5.10 Vice President(s); Powers and Duties. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President; and if there is more than one (1) Vice President, their seniority in performing such duties and exercising such powers shall be determined by the Board of Directors or, in default of such determination, by the order in which they were first elected. Each Vice President also shall have such powers and perform such duties as may be assigned by the President and the Board of Directors. The Vice President shall ensure that all legal responsibilities of the Organization are met on a timely basis.
5.11 Secretary; Powers and Duties. The Secretary shall attend all meetings of the Board and the Executive Committee and record all the votes and meeting minutes in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board or by the President.
5.12 Treasurer; Powers and Duties. The Treasurer shall help ensure that the Organization’s tax returns are reviewed and approved by the Board and are timely filed, and that an annual audit or independent review of the Organization’s books and records is performed by an independent auditor selected by the Board in compliance with the requirements of Pennsylvania law and any other applicable jurisdiction. The Treasurer shall be notified of the selection of and changes made to the banking institutions and to the investment of any of the Organization’s funds and shall help ensure that the Board receives regular reports on the finances of the Organization. The Treasurer shall perform such other duties as from time to time may be assigned by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond in such sum and with such surety or sureties as the Board of Directors shall determine for the faithful discharge of the Treasurer’s duties and for the restoration to the Organization, in case of the Treasurer’s death, resignation, retirement, or removal from office, of all books, records, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Organization.
5.13 Delegation of Officers’ Duties. Officers may delegate their duties to a duly elected or appointed assistant (if any); and in case of the absence of any officer or assistant officer of the Organization, or for any other reason that the Board of Directors may deem sufficient, the Board may delegate or authorize the delegation of an officer’s powers or duties, for the time being, to any person.
5.14 Executive Director. An Executive Director may be appointed by the Board of Directors. The Executive Director shall not be a Director or an officer of the Organization. The Executive Director shall be accountable to the Board of Directors and shall perform the duties and functions as may be prescribed from time to time by the Board of Directors in a job description and offer letter or employment contract. The Executive Director shall prepare at least once each calendar quarter, a report
for presentation to the Board of Directors on the general operations and financial status of the Organization. Such report must include, but is not limited to including, updates on the Organization’s programs, committee work, fundraising activities, and partnerships and other matters that pertain to the general operations and financial health of the Organization.
Article VI
FINANCIAL AND CONTRACTUAL TRANSACTIONS
6.1 Contracts. The Executive Director, if any, may execute all contractual documents in the name of the Organization, including deeds, mortgages, bonds, vendor contracts, and other instruments, except in cases where the execution of these documents is expressly delegated by the Board to some other officer or agent of the Organization or in situations in which a co-signatory is required. If required by law or any third party or by the Board, an officer of the Board may be required to co-sign the document, or provide a written verification certifying that the document was signed by the Executive Director.
6.2 Real Estate. Notwithstanding anything to the contrary in the Act or in these Bylaws, any decision to acquire, sell, mortgage, or pledge real property shall require at a minimum the approval of two-thirds of the Board of Directors.
6.3 Loans. The Organization shall not lend or borrow funds unless authorized by resolution of the Board of Directors. Such authorization may be general or confined to specific instances. All loan
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documents and documents of indebtedness issued in the name of the Organization may be signed by the Executive Director, if any, or in such other manner as determined by the Board of Directors or as required by law.
6.4 Payments. All checks, notes, drafts, or other orders for the payment of money issued in the name of the Organization shall be signed by the Organization’s Executive Director, if any, or by the Chief Operating Officer in accordance with a transaction approval and payment authority policy or in such other manner as determined by the Board of Directors.
6.5 Deposits. All payments to the Organization shall be deposited in one or more banks or other depository accounts established and maintained in the Organization’s name and Employer Identification Number (“EIN”).
6.6 Gifts. The Board of Directors may accept on behalf of the Organization any gift, grant, devise, bequest, or contribution (hereinafter “Gift”) for the general purposes or for specific purposes of the Organization. The Board of Directors shall consider, prior to the acceptance of any Gift, whether such acceptance or any condition attached to the acceptance conflicts with the general or specific purposes of the Organization. The Board may separately adopt a gift acceptance policy for the purpose of vetting Gifts.
Article VII
NOTICES
7.1 Form of Notice. Whenever written notice is required or permitted, by these Bylaws or otherwise, to be given to any person or entity, it may be given either personally or by sending a copy to the address or other contact information of the appropriate person or entity as it appears in the Organization’s records. Such notice may be sent (a) electronically; (b) by first class mail (postage prepaid) or by overnight express delivery service (charges prepaid), or (c) by facsimile. If the notice is sent by mail or overnight express delivery, it shall be deemed to have been given when deposited in the United States Mail or delivered to the overnight express delivery service. If the notice is sent by any other form prescribed above, it shall be deemed to have been given when sent.
7.2 Notice of Meetings. Written notice of every meeting of the Members and the Board of Directors, whether held by telephone or video conference or otherwise, shall be given to each to each Member or Director (as the case may be) entitled to vote at the meeting by either: (a) letter mailed or delivered for transmission not later than ten (10) days immediately preceding the day of such meeting; or (b) telephone or email, received not later than five (5) days immediately preceding the day of such meeting. Such notice shall specify the place (and/or access information for meetings held exclusively by telephone or video conference), day, and hour of the meeting, and in the case of a special meeting of the Members or the Board, the general nature of the business to be transacted.
7.3 Waiver of Notice. Whenever a written notice is required by these Bylaws or under the provisions of the Act, any person or persons (or entity or entities) entitled to receive the notice may waive in writing the right to receive notice. The written waiver may be signed before or after the time required for such notice. Except in the case of a special meeting of the Members or the Board of Directors or as otherwise required by the Act, neither the business to be transacted nor the purpose of the meeting
need be specified in the waiver of notice of such meeting. Attendance by any person in person at any meeting shall constitute waiver of notice of such meeting, unless the person (or entity representative) attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not called or convened upon proper notice.
Article VIII
DISSOLUTION
8.1 Dissolution. In the event of the liquidation, dissolution, or winding up of the Organization, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of any remaining assets of the Corporation to charitable or recreational organizations or projects, as selected by the Board of Directors at the time of dissolution.
Article IX
INDEMNIFICATION AND INSURANCE
9.1 Representative Defined. For purposes of this Article, “representative” means any Director or officer or employee or agent, including volunteers, of the Organization.
9.2 Indemnification in Third-Party Proceedings. The Organization shall indemnify any representative who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Organization; for indemnification of actions by or in the right of the Organization, see Section 9.3 below), by reason of the fact that he or she or they is or was a representative of the Organization, or is or was serving at the request of the Organization as a director, officer, employee, agent, or other representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her or they in connection with the action or proceeding if he or she or they acted in good faith and in a manner he or she or they reasonably believed to be in, or not opposed to, the best interests of the Organization and, with respect to any criminal proceeding, had no reasonable cause to believe his or her or their conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he or she or they reasonably believed to be in, or not opposed to, the best interests of the Organization and, with respect to any criminal proceeding, had reasonable cause to believe that his or her or their conduct was unlawful.
9.3 Indemnification in Derivative and Corporate Actions. The Organization shall indemnify any representative who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the Organization to procure a judgment in its favor by reason of the fact that he or she or they is or was a representative of the Organization, or is or was serving at the request of the Organization as a director, officer, employee, agent, or other representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her or they in connection with the defense or settlement of the action if he or she or they 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 Organization. Indemnification shall not be made under this Section 9.3 in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Organization 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 Organization is located or the court in which the action was brought determines 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 indemnity for such expenses that the court of common pleas or other court shall deem proper.
9.4 Procedure for Effecting Indemnification. Unless ordered by a court, any indemnification under Section 9.2 or Section 9.3 shall be made by the Organization only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he or she or they has met the applicable standard of conduct set forth in those Sections. The determination shall be made:
(a) By the Board by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding; or
(b) If such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or
(c) By the Member.
9.5 Advancing Expenses. The Organization shall pay expenses (including attorneys’ fees) incurred in defending any action or proceeding referred to in Section 9.2 in advance of the final disposition of the action or proceeding upon receipt of any undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she or they is not entitled to be indemnified by the Organization as authorized in this Article or otherwise.
9.6 Supplementary Coverage. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Act, or any agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. Article XI (relating to conflicts of interest) shall be applicable to any bylaw, contract, or transaction authorized by the Directors under this Section 9.6. However, no indemnification may be made by the Organization under this Article IX or otherwise to or on behalf of any person to the extent that:
(a) The act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct, or recklessness; or
(b) The Board determines that under the circumstances indemnification would constitute an excess benefit transaction under Section 4958 of the Code or an act of self-dealing under Section 4941 of the Code, if applicable.
9.7 Duration and Extent of Coverage; Indemnification of Former Representatives. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the Organization and shall inure to the benefit of the heirs and personal representatives of that person.
9.8 Reliance and Modification. Each person who shall act as a representative of the Organization shall be deemed to be doing so in reliance upon the rights provided by this Article. The duties of the Organization to indemnify and to advance expenses to a representative provided in this Article shall be in the nature of a contract between the Organization and the representative. No amendment or repeal of any provision of this Article shall alter, to the detriment of the representative, his or her or their right to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal.
9.9 Insurance. The Organization shall purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Organization or is or was serving at the request of the Organization as a director or officer of another domestic or 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 or their status as such, whether or not the Organization would have the power to indemnify him or her against that liability under the Act. The Organization’s payment of premiums with respect to such insurance coverage shall be provided primarily for the benefit of the Organization. To the extent that such insurance coverage provides a benefit to the insured person, the Organization’s payment of premiums with respect to such insurance shall be provided in exchange for the services rendered by the insured person and in a manner so as not to constitute an excess benefit transaction under Section 4958 of the Code or an act of self-dealing under Section 4941 of the Code, if applicable.
Article X
FUNDRAISING
10.1 Fundraising and Solicitation. The Organization shall ensure that its fundraising and solicitation activities and materials (if any) meet federal and state law requirements and that they are accurate, truthful, and candid.
Article XI
CONFLICT OF INTEREST POLICY AND PROHIBITED ACTIVITIES
11.1 Adoption of Policy. The Organization shall separately adopt a conflict of interest policy and distribute annual disclosure forms for the purpose of screening conflicts. It is the policy of the Organization that no contract or transaction between the Organization and the Founding Member and one or more of its Directors or officers, or between the Organization and any “interested entity” shall be authorized or entered into unless the material facts as to the interest and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorizes the contract or transaction by an affirmative vote of a majority of the Directors other than the interested Director(s) of the Organization and the contract or transaction is in the interests of the Organization. An “interested entity” includes any entity (a) in which the Founding Member or one or more of the Directors or officers of the Organization (i) are members, directors, or officers, or (ii) have a financial interest; or (b) in which the Founding Member or any Director or officer of the Organization has any other conflict of interest. Any interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes the contract or transaction.
11.2 Non-Discrimination. In the conduct of all aspects of its activities, the Corporation shall not discriminate on the basis of race, color, national or ethnic origin, sex, age, disability, religion, sexual orientation, gender identity or expression, veteran status, marital status, or any other characteristic protected by law.
Article XII
BOOKS AND RECORDS
12.1 Bookkeeping; Recordkeeping. The Organization shall keep (i) complete and accurate financial books and records; (ii) minutes of all meetings of the Members, the Board and of any committees; (iii) the original or a copy of its Articles of Incorporation (and any amendments thereto) and Bylaws, including all amendments thereto, certified by the Secretary; (iv) a list of the names and contact information of its current Members, Directors and officers; (v) a copy of the Organization’s IRS Form 1024; and (vi) all reports delivered to state and federal officials for the last seven years. Originals or duplicates of such books and records shall be kept at either the registered office of the Organization, the principal place of business of the Organization, and/or at such other reasonably accessible place as the Secretary may determine. The Organization may separately adopt a records retention policy.
12.2 Transparency. The Organization shall ensure that itsfinancial statements, annual federal tax reports, and other annual reports are complete and accurate, and to the extent required by law and in accordance with the procedures established by law, are posted to the Organization’s website or otherwise made available to the public upon request.
Article XIII
AMENDMENTS
13.1 Articles of Incorporation. The Articles of Incorporation may be amended by the Members at any duly convened meeting of Members, provided that any amendment, restatement, alteration, or repeal of the Articles of Incorporation pursuant to this Section 13.1 shall be subject to the approval rights of the Founding Member set forth under Section 2.2(c) hereof.
13.2 Bylaws. The Bylaws may be amended by the Members at any duly convened meeting of Members, provided that any amendment, restatement, alteration, or repeal of the Bylaws pursuant to this Section 13.2 shall be subject to the approval rights of the Founding Member set forth under Section 2.2(c) hereof.
13.3 Amendment after Termination of the Founding Member or Amendment In the Absence of Members. Section 13.1 and Section 13.2 shall not be subject to the approval rights of the Founding Member set forth under Section 2.2(c) after termination of the Founding Member’s rights pursuant to Section 2.2(d) hereof. If, at any time, there are no Members of the Corporation, then to the extent not prohibited by law, the Articles of Incorporation or Bylaws may be amended by a vote of the majority of all
Directors in office at a duly convened meeting of the Board, after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.