DONEGAL YOUTH SOCCER
(A Pennsylvania Nonprofit Corporation)
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.
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.
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
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
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
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
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.
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
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.
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.
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.
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.
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
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.
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.
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.
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.
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
Secretary of the Corporation