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Official By-Laws of Donegal Youth Soccer Club

BYLAWS

OF

DONEGAL YOUTH SOCCER

(A Pennsylvania Nonprofit Corporation)

ARTICLE I

Offices and Fiscal Year

Section 1.01. Name. The name of this Corporation is Donegal Youth Soccer.

Section 1.02. Books & Records. The Corporation shall keep an original or

duplicate record of its proceedings, the original copy of its Articles of Incorporation and

Bylaws including all amendments as well as appropriate and complete financial records.

The Board of Directors shall retain the services of an independent public accountant

who shall audit or review the books of the Corporation at the end of each fiscal year.

The documents and records provided for herein shall be kept at the registered office of

the Corporation or at its principal place of business, wherever situate, and open to

inspection by Board members.

Section 1.03. Registered Office. The registered office of the Corporation in the

Commonwealth of Pennsylvania shall be at 565 E. Market Street, Marietta,

Pennsylvania 17547 until otherwise established by a vote of the Board of Directors in

office, and a statement of such change is filed in the Department of State or until

changed by an appropriate amendment of the Articles of Incorporation.

Section 1.04. Other Offices. The Corporation may have any number of other

offices at such places as the Board of Directors may determine.

Section 1.05. Fiscal Year. The fiscal year of the Corporation shall, unless

otherwise decided by the board of directors, begin on January 1.

Section 1.06. Role and Purpose. The purpose of the Corporation is to provide

not-for-profit services related to competitive youth soccer within the Donegal areas of

Lancaster County, Pennsylvania for young persons aged 19 and under of any race,

creed, sex, ability or financial circumstances, and to develop their full potential in soccer

skills, interpersonal relationships, and self-actualization.

In addition to the foregoing, the purposes are as follows:

1. The Corporation is organized exclusively for charitable purposes including

distributions to other agencies with similar purposes.

2. To engage in and do all lawful acts concerning any or all lawful businesses

or activities for which not-for-profit corporations may be incorporated.

ARTICLE II

Members

Section 2.01. Members. The members of Donegal Youth Soccer shall include

and be limited to all current coaches, assistant coaches, club officers, committee

members, and a representative from each household of all currently active players. For

purposes of the representative from a player’s household, each player’s own household

may send a single representative consisting of that player’s parent or guardian. Where

more than one player is in the same household, the number of such household’s

representatives is limited to one member. A membership roster listing all of the

organization’s Members shall be maintained by the current Vice-President and/or

Secretary. The Members’ authority is limited to electing new Directors, in which case

each Member has a single vote. The Corporation’s Board has final authority over the

addition or removal of persons from the membership roster, for cause or without cause,

in the Board’s absolute discretion.

ARTICLE III

Board of Directors

Section 3.01. Duties of the Board. The business and property of the Corporation

shall be managed and controlled by the Board of Directors. The Corporation is a boardbased

entity, and is not members-based although a roster of Members is maintained by

the Corporation. The Members listed on the membership roster are not Directors.

Section 3.02. Powers; Personal Liability.

a. The Board of Directors shall have full power to establish and direct the policies

governing the business and affairs of the Corporation and all powers of the Corporation

are hereby granted to and vested in the Board of Directors.

b. A Director of the Corporation shall not be personally liable for monetary

damages as such for any action taken, or any failure to take any action, unless the

Director has breached or failed to perform the duties of his or her office under Section

5712 of Title 15 of the Pennsylvania Consolidated Statutes (relating to standard of care

and justifiable reliance), and the breach or failure to perform constitutes self-dealing,

willful misconduct or recklessness. The provision of this subsection shall not apply to

the responsibility or liability of a Director pursuant to any criminal statute or the liability

of a Director or the payment of taxes pursuant to local, state or Federal laws.

c. Voting. All matters shall require a majority vote of the Directors present and

entitled to vote at a regular or special meeting of the Board.

Section 3.03. Qualifications. Each Director of the Corporation shall be a natural

person of majority age.

Section 3.04. Number; Selection and Term of Office.

a. The Board of Directors shall consist of not less than five (5) and not more than

nine (9) Directors. New or replacement Directors shall be elected by the organization’s

Members. Half of the Director positions shall be elected in the even-numbered years.

The remaining positions will be elected in the odd-numbered years.

b. Annual elections for expiring terms of the Directors shall take place in July or

at another appropriate time that is prior to the August meeting of the Board.

Nominations for Directors shall be presented to the Board and the Members no later

than the Board’s meeting immediately prior to such Directors elections. To be

nominated, candidates desiring to serve on the Board shall present their name(s) to any

current Board member, which names shall then be proposed by the Secretary to the

Members for vote. The Secretary shall carry out the tallying of Members’ votes for any

Director election.

c. A majority of Members voting in any election for a Director shall constitute a

quorum, so long as the Members were timely advance Notice as elsewhere set forth

herein.

d. It is encouraged and desirable that all new persons submitting their name for

nomination for election to the Board attend one regularly scheduled meeting of the

Board as a guest. This is applicable for annual elections and filling of a vacancy.

e. Directors will serve a term of two years. Each Director shall hold office until (a)

the expiration of the term for which he or she was elected or (b) his or her earlier death,

resignation or removal. A Director may be reelected.

Section 3.05. Organization. At every meeting of the Board of Directors, the

President shall preside, and the Secretary (or, in the absence of the Secretary an

Assistant Secretary, or in the absence of the Secretary and the Assistant Secretaries,

any person appointed by the chairman of the meeting) shall act as Secretary.

Section 3.06. Resignations. Any Director of the Corporation 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.

Section 3.07. Vacancies. The Board of Directors may declare vacant the office of

a Director if the Director does not accept such office either in writing or by attending the

next regular or special meeting of the Board of Directors after receiving notice of such

appointment. Any vacancy or vacancies in the Board of Directors because of death,

resignation, removal in any manner other than under the provisions of Section 4.07,

disqualification, or any other cause, may be filled by a majority vote of the remaining

Directors, and each person so appointed shall be a Director to serve for the balance of

the unexpired term.

Section 3.08. Removal. A Director may be removed from office, with or without

cause, by a majority vote of the Board of Directors. A Director who is so removed shall

not be granted any rights to a hearing or the right to appeal the removal. Written notice

of the decision shall be given to the removed Director or Directors, and the Board.

Section 3.09. Place of Meeting. Meetings of the Board of Directors may be held

at such place within or without the Commonwealth of Pennsylvania as the Board of

Directors may from time to time appoint, or as may be designated in the notice of the

meeting.

Section 3.10. Organization Meeting. After each annual meeting or other meeting

at which the Board of Directors is appointed, the newly appointed Board of Directors

shall meet for the purpose of organization, election of officers, and the transaction of

other business. Such organization meeting may be held at any time or place which shall

be specified in a notice given as provided in Section 3.11 of this Article or special

meetings of the Board of Directors.

Section 3.11. Regular Meetings. Regular meetings of the Board of Directors shall

be held at such time and place as shall be designated from time to time by resolution of

the Board of Directors. At such meetings, the Directors shall transact such business as

may properly be brought before the meeting. Notice of regular meetings need not be

given unless otherwise required by law or these Bylaws.

Section 3.12. Special Meetings. Special meetings of the Board of Directors shall

be held whenever called by the President. Notice of each such meeting shall be given to

each Director by telephone or in writing at least twenty-four (24) hours (in the case of

notice by telephone) or forty-eight (48) hours (in the case of notice by email) or five (5)

days (in the case of notice by mail) before the time at which the meeting is to be held.

Every such notice shall state the time and place of the meeting.

Section 3.13. Quorum; Manner of Acting and Adjournment. Except as otherwise

provided in Section 3.13 of this Article, a majority of the Directors in office shall be

present at each meeting in order to constitute a quorum for the transaction of business.

Every Director shall be entitled to one (1) vote.

Except as otherwise specified in the Articles or these Bylaws, or provided by

statute, the acts of a majority of all Directors then in office shall be the acts of the Board

of Directors.

Except as otherwise provided by law, in the absence of a quorum, a majority of

the Directors present and voting may adjourn the meeting from time to time until a

quorum is present. The Directors shall act only as a Board and the individual Directors

shall have no power as such, except that any action which may be taken at a meeting of

the Directors may be taken without a meeting if a consent or consents in writing setting

forth the action so taken shall be signed by all of the Directors in office and shall be filed

with the Secretary of the Corporation.

Section 3.14. General Committees. Each Committee of the Board shall serve at

the pleasure of the Board. Committees of the Board of Directors shall be standing or

special. Any Committee to which the power of Directors to bind the Corporation is

delegated shall consist solely of Directors. Other Committees may include non-

Directors. The establishment of any Committee of the Board of Directors and the

delegation thereto of power and authority shall not alone relieve any Director of the

fiduciary duty of such Director to the Corporation. Each Committee shall keep regular

minutes of its proceedings and report such proceedings to the next meeting of the

Board of Directors. Sections 3.10, 3.11 and 3.12 shall be applicable to committees of

the Board of Directors to the extent they are consistent with this Section 3.13.

Section 3.15. Compensation. Directors shall not be entitled to receive any

compensation for their services as Directors.

Section 3.16. Function. The Board of Directors shall serve as the executive

body of the Corporation. It shall be the duty of this executive body to:

1. Administer the vision and purposes of the Corporation; and

2. Receive and ratify minutes and reports from the Executive Director and/or

other staff and evaluate their work.

Section 3.17. Staff. The Executive Director is accountable to the Board through

the Board Chairperson.

ARTICLE IV

Notice - Waivers - Meetings

Section 4.01. Notice; What Constitutes. Whenever written notice is required to be

given to any person under the provisions of the Articles, these Bylaws, or the Nonprofit

Corporation Law of 1988, it may be given to such person, either personally or by

sending a copy thereof by first class mail, postage prepaid or by electronic facsimile

transmission, to the address of the person (or to his facsimile number) appearing on the

books of the Corporation, or in the case of Directors, supplied by the Director to the

Corporation for the purpose of notice. If the notice is sent by mail, it shall be deemed to

have been given to the person entitled thereto when deposited in the United States mail

for transmission to such person. Notice shall have been given via e-mail transmission

only if the recipient sends a confirmation reply. A notice of a meeting shall specify the

place, day and hour of the meeting and any other information required by law or these

Bylaws.

When a meeting is adjourned, it shall not be necessary to give any notice of the

adjourned meeting or of the business to be transacted at an adjourned meeting, other

than by announcement at the meeting at which such adjournment is taken.

Section 4.02. Waivers of Notice. Whenever any written notice is required to be

given under the provisions of the Articles, these Bylaws, or the Nonprofit Corporation

Law of 1988, a waiver thereof in writing, signed by the person or persons entitled to

such notice, whether before or after the time stated therein, shall be deemed equivalent

to the giving of such notice. Except as otherwise required by this Section 4.02 and by

Section 4.01, neither the business to be transacted at nor the purpose of a meeting

need be specified in the waiver of notice of such meeting. In the case of a special

meeting of the Directors, such waiver of notice shall specify the general nature or the

business to be transacted.

Attendance of a person at any meeting shall constitute a waiver of notice of such

meeting, except where a person attends a meeting for the express purpose of objecting,

at the beginning or the meeting, to the transaction of any business because the meeting

was not lawfully called or convened.

Section 4.03. Modification of Proposal Contained in Notice. Whenever the

language of a proposed resolution is included in a written notice of a meeting, the

meeting considering the resolution may without further notice adopt it with such

clarifying or other amendments as do not enlarge its original purpose.

Section 4.04. Exception to Requirement of Notice. Whenever any notice or

communication is required to be given to any person under the provisions of the Articles

or these Bylaws, or the Nonprofit Corporation Law of 1988, or by the terms of any

agreement or other instrument or as a condition precedent to taking any corporate

action, and communication with such person is then unlawful, the giving of such notice

or communication to such person shall not be required and there shall be no duty to

apply for a license or other permission to do so.

ARTICLE V

Officers

Section 5.01. Number, Qualifications and Designation. The Officers of the

Corporation shall be a President, Vice President, a Secretary, a Treasurer, an officer

known as the “Director of Coaching and Player Development”, and such other Officers

as may be elected in accordance with the provisions of Section 5.02. Any number of

offices may be held by the same person.

Section 5.02. Election and Term of Office. Except as provided for herein, the

Officers or the Corporation shall be elected annually by majority vote of the Board of

Directors, and each such Officer shall hold office until the next annual organizational

meeting of Directors and until a successor shall have been elected and qualified, or until

death, resignation, or removal.

Section 5.03. Resignations. Any Officer may resign at any time by giving written

notice to the Board of Directors, or to the President or the Secretary of the Corporation.

Any 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.

Section 5.04. Removal. Any Officer, Committee, Employee or other agent of the

Corporation may be removed, either for or without cause, by the Board of Directors

whenever in the judgment of the Board of Directors the best interests of the Corporation

will be served thereby, but such removal shall be without prejudice to the contract rights

of any person so removed.

Section 5.05. Vacancies. A vacancy in any office because of death, resignation,

removal, disqualification, or any other cause, shall be filled by the board of directors.

Section 5.06. General Powers. All officers of the Corporation, as between

themselves and the Corporation, shall respectively have such authority and perform

such duties in the management of the business and affairs of the Corporation as may

be determined by resolutions or orders of the Board of Directors, or, in the absence of

controlling provisions in resolutions or orders of the Board of Directors, as may be

provided in these Bylaws.

Section 5.07. The President of the Board. The President of the Board, or in the

absence of the President, the Vice President of the Board, shall at all times preside at

all meetings of the Board of Directors, and shall perform such other duties as may from

time to time be requested by the Board of Directors.

Section 5.08. The Vice President of the Board. The Vice President of the Board

shall serve in the absence of the President and carry out such other duties as may be

assigned from time to time by the Board of Directors.

Section 5.09. The Secretary. The Secretary or an Assistant Secretary shall attend

all meetings of the Board of Directors and shall record the outcome of all the votes of

the Directors and the minutes of the Board of Directors and of Committees of the Board

in a book or books to be kept for that purpose; shall see that notices are given and

records and reports properly kept and filed by the Corporation as required by law; and,

in general, shall perform all duties incident to the office of the Secretary, and such other

duties as may from time to time be assigned by the Board of Directors or the President.

Section 5.10. The Treasurer. The Treasurer or an Assistant Treasurer shall have

or provide for the custody of the funds or other property of the Corporation; shall collect

and receive or provide for the collection and receipt of monies earned by or in any

manner due to or received by the Corporation; shall deposit all funds in his or her

custody as Treasurer in such banks or other places of deposit as the Board of Directors

may from time to time designate; shall, whenever so required by the Board of Directors,

render an account showing all transactions as Treasurer, and the financial condition of

the Corporation; and, in general, shall discharge such other duties as may from time to

time be assigned by the Board of Directors or the President.

Section 5.11. The Director of Coaching and Player Development. The Director

of Coaching and player Development shall be responsible for the following duties, as

may be from time to time modified by the Board: coordination of tryouts and player

evaluations; assignment of players to teams; assignment of coaches to teams;

coordinate, monitor and provide, when necessary, education for coaches, players, and

officers; work with coaches, teams, players, parents or other interested persons

identified as having problems with their approach to other players, teams, parents,

coaches or referees at the request of the officers; communicate with coaches and age

group coordinators on a regular basis to provide coaching information and resources;

maintain a list of resources and materials for coaches availability; review and submit to

the Treasurer requests for financial support by coaches participating in training

activities; oversee the conduct of all coaches and assistant coaches in Donegal Youth

Soccer; and advise on equipment inventory and equipment purchases (although final

expenditure authority remains with the Treasurer).

Section 5.12. Salaries and Staff. Both Officers and Directors will generally serve

without salary. The Board of Directors may hire an Executive Director to administer the

program upon recommendation of the Chairperson. The Board shall see to it that the

Executive Director and the staff he or she needs to carry out the Corporation’s purposes

is given appropriate compensation for the services provided so long as that

compensation is consistent with Article III herein.

ARTICLE VI

Agents and Representatives

The Board of Directors may appoint agents and representatives of the

Corporation with powers and to perform acts or duties on behalf of the Corporation as

the Board of Directors may see fit, so far as may be consistent with these Bylaws, and

to the extent authorized by law. As noted in Article V Section 5.11 above, staff may be

given appropriate salaries for their services.

The Executive Director who is given responsibility for the management of this

Corporation shall have authority to sign agreements and contracts, open bank and

savings accounts, and negotiate employment as needed for this Corporation to be

effective. The Executive Director will use good judgment in determining major issues

needing specific Board action.

ARTICLE VII

Contracts

The Board of Directors, except as in these Bylaws otherwise provided, may

authorize any Officer or Agent to enter into any contract or execute and deliver any

instrument in the name of and on behalf of the Corporation, and such authority may be

general or confined to a specific instance; and unless so authorized by the Board of

Directors, no Officer, Agent, or Employee shall have any power or authority to bind the

Corporation by any contract or engagement, or to pledge its credit, or render it liable

pecuniarily for any purpose or to any amount.

ARTICLE VIII

Indemnification of Directors, Officers and

Other Authorized Representatives

Section 8.01. Limitation of Personal Liability of Directors, Officers and Members.

A Director, Officer or Member of the Corporation shall not be personally liable for

monetary damages as such for any action taken, or any failure to take any action,

unless: he/she has breached or failed to perform the duties of his or her office as

defined in Section 2 below; and the breach or failure to perform constitutes self dealing,

willful misconduct or recklessness. The provisions of the Section shall not apply to (a)

the responsibility or liability of a Director, Officer or Member pursuant to any criminal

statute; or (b) the liability of a Director, Officer or Member for the payment of taxes

pursuant to local, state, or federal law. This provision is intended to constitute Bylaws

authorized by the Nonprofit Corporation Code of 1988, 15 Pa. C.S. part 5713, as

amended.

Section 8.02. Standard of Care and Justifiable Reliance. A Director, Officer or

Member of the corporation shall stand in a fiduciary relationship to the corporation, and

shall perform his/her duties, including his/her duties as a member of any Committee of

the Board upon which he/she may serve, in good faith, in a manner he/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/her duties, a Director, Officer or Member

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: One or more Officers or Employees of the

Corporation whom he/she reasonably believes to be reliable and competent in the

matters presented; counsel, public accountants or other persons as to matters which

he/she reasonably believes to be within the professional or expert competence of such

person; a Committee of the Board upon which he/she does not serve, duly designated

in accordance with law, as to matters within its designated authority, which committee

he/she reasonably believes to merit confidence. A Director, Officer or Member shall not

be considered to be acting in good faith if he/she has knowledge concerning the matter

in question that would cause his/her reliance to be unwarranted. This provision is

intended to constitute Bylaws authorized by the Nonprofit Corporation Code of 1988, 15

Pa C.S. part 5712, as amended.

Section 8.03. Indemnification. The Corporation shall indemnify Directors, Officers

and Members of the Corporation who are declared a party to any suit or proceeding,

regardless of nature, unless the act or failure to act shall be determined by a court to

have constituted willful misconduct or recklessness.

Section 8.04. Insurance. The Corporation shall have the power to purchase and

maintain insurance on behalf of any person who is or was a Director, Officer, Member,

Employee or Agent of the Corporation or is or was serving at the request of the

Corporation as a Director, Officer, Member, Employee or Agent of another corporation,

partnership, joint venture, trust or other enterprise, against any liability asserted against

such person and incurred by such person in any capacity or arising out of such person's

status as such, whether or not the Corporation would otherwise have the power to

indemnify such person against such liability.

Section 8.05. Reliance on Provisions. Each person who shall act as an

authorized representative of the Corporation shall be deemed to be doing so in reliance

upon the rights of indemnification provided by this Article.

ARTICLE IX

Exempt Activities

Notwithstanding any other provision of these Bylaws, no Director, Officer,

Employee or Representative of this Corporation shall take any action to carry on any

activity by or on behalf of the Corporation not permitted to be taken or carried on by an

organization exempt under either Section 501(c)(7) [social clubs] or 501(c)(3) [certain

charities and other tax-exempt organizations] of the Internal Revenue Code and its

Regulations as they now exist or as they may be amended.

ARTICLE X

Prohibition Against Sharing in Corporate Earnings

No Director, Officer, Employee or person connected with the Corporation shall

receive at any time any of the net receipts or revenues or other assets of the

Corporation, provided that this shall not prevent the payment to any such person of

such reasonable compensation for services rendered to or for the Corporation. It is

further understood that no individual shall be entitled to share in any of the corporate

assets upon the dissolution of the Corporation. Provided, however, upon the dissolution

of the Corporation, the Board of Directors shall, after paying or making provision for the

payment of all of the liabilities of the Corporation, dispose of all of the assets of the

Corporation, to the extent permitted by law, pro-rata to the Board, so long as each

Director is organized and operated exclusively for charitable, educational or scientific

purposes and qualify as exempt organizations under Section 501(c)(3) of the Code (or

the corresponding provision of any future United States Internal Revenue Law). Any

such assts not so disposed of shall be distributed exclusively to one or more

organizations which would then qualify under the provisions of Section 501(c)(3) of the

Internal Revenue Code and its Regulations as they now exist or as they may be

amended. The Board shall give priority to those organizations which have a purpose

similar to that set forth in the Articles of Incorporation.

ARTICLE XI

Amendments

The Board of Directors shall have power to make, alter, amend and repeal the

Bylaws of the Corporation by affirmative vote of a majority of the Board, provided,

however, that the action is proposed at a regular or special meeting of the Board and

adopted at a subsequent regular meeting, except as otherwise provided by law.

ARTICLE XII

Miscellaneous

Section 12.01. Checks. All checks, notes, bills of exchange or other orders in

writing shall be signed by such person or persons as the Board of Directors may from

time to time designate.

Section 12.02. Contract. Except as otherwise provided in these Bylaws, the

Board of Directors may authorize any Officer or Officers, Agent or Agents, to negotiate

and/or enter into any contract or to execute or deliver any instrument on behalf of the

Corporation, and such authority may be general or confined to specific instances.

Section 12.03. Deposits. All funds of the Corporation shall be deposited from time

to time to the credit of the Corporation in such banks, trust companies, or other

depositories as the Board of Directors may approve or designate, and all such funds

shall be withdrawn only upon checks signed by such one or more Officers or Employees

as the Board of Directors shall from time to time determine.

Section 12.04. Annual Report of Directors. The Board of Directors shall prepare

annually a report verified by a majority of the Directors.

Adoption of Bylaws

These Bylaws were adopted at a regular meeting of the Board of Directors on

_________________________.

By: ___________________________

Secretary of the Corporation