ARTICLE I - DEFINITIONS
Section 1. Throughout this document, Boyertown Soccer Club may be referred to as the corporation, the Nonprofit Corporation or BSC with equal force and effect.
Section 2. Throughout this document, the Board of Directors may be referred to as the Board with equal force and effect.
Section 3. Throughout this document, each and every term used in the bylaws shall have the meaning that will allow the maximum legal flexibility and benefit for the Nonprofit Corporation and the Board in their operations and decisions. No term shall be interpreted to lead to an illegal or restrictive meaning that will limit the Nonprofit Corporation or the Board in the options available to them.
Section 4. In the event that any provision of these bylaws, as now written or as amended later, shall be found to be invalid by any Court, it is the specific intent of the Nonprofit Corporation and its Board that every other provision shall remain in full force and effect. No action by the Corporation or Board shall be required for the remaining bylaws to be given effect.
Section 5. Throughout this document, the term quorum shall mean the minimum number of votes required for a plurality vote to carry with five votes and a majority vote to carry with six votes. Abstentions are counted in calculating the presence or absence of a quorum, but will not be counted toward a plurality or a majority.
ARTICLE II - BSC CORPORATE OFFICES
Section 1. The registered office of the Nonprofit Corporation shall be c/o Law Offices of Richard T. Curley, PC, 546 Hamilton Street, Suite 211, P.O. Box 4375, Allentown, PA 18105-4375. The change of the registered office shall be effective upon the filing of the required documents with the Commonwealth of Pennsylvania Department of State, Corporations Bureau.
Section 2. The Nonprofit Corporation may also have offices at other places, temporarily or permanently, upon the majority vote of the Board of Directors of the Nonprofit Corporation.
ARTICLE III - CORPORATE SEAL
Section 1. The Corporate Seal of the BSC shall have inscribed on it the name Boyertown Soccer Club, the year of BSC's organization and the words Corporate Seal, Pennsylvania. The Seal shall be retained by the Secretary of the BSC or counsel for BSC at the direction and control of the Secretary, in addition to the other duties set forth for the Secretary in these bylaws, and shall be used by the Secretary at the direction of the Board and/or the Officers of the BSC in accordance with these bylaws.
ARTICLE IV - PURPOSE AND AFFILIATIONS
Section 1. BSC is a Non-Profit Corporation, organized and operated for the purpose of encouraging and developing athletic participation and skills, as well as educating and training the participants in BSC activities in sportsmanship and citizenship, for the residents of the geographic region contained within the Boyertown Area School District and their children.
Section 2. BSC is affiliated with the following national and international organizations, and will operate in accordance with the bylaws of those organizations, to the extent that those bylaws do not conflict with the bylaws of the Nonprofit Corporation:
(a) Upper Bucks Soccer League (UBSL);
(b) Reading Berks Junior Soccer League (RBJSL);
(c) Eastern Pennsylvania Youth Soccer Association (EPYSA);
(d) United States Soccer Federation (USSF); and
(e) Federacion Internationale de Futbol Association (FIFA).
Section 3. In the event that either:
(a) the bylaws, directives, actions or philosophy of the organizations listed in Article 4, Section 2 above are determined by the Board of BSC to be in conflict with these bylaws, the philosophy or the best judgment of the Board, or
(b) the Board determines that it is in the best interest of the organization to terminate the affiliation of BSC with any of the above organizations,
the terms of the BSC bylaws shall control. Further, nothing in the terms of the bylaws, rules, directives or philosophy of the organizations listed in Article 4, Section 2 above shall control, limit or dictate the independent judgment of the Board of BSC which shall control in all circumstances.
Section 4. No substantial part of the BSC's activities shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except in accordance with Section 501(h) of the Internal Revenue Code). BSC shall not participate in any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE V - REGISTRATION
Section 1. The Board shall determine the requirements, fees, procedures, duration, schedule and location of registration for participation in the various activities of the BSC.
Section 2. The Board shall also have the right to require volunteer participation from the players and/or their families, as a condition of participation in BSC activities. In the judgment of the Board, BSC may set alternative conditions or fees in order to provide for the performance of services required for the operation of BSC activities.
Section 3. Registration for participation in the various activities shall expire at the end of the term determined by the Board at the time of registration for each season of the BSC's activities.
Section 4. Registration for Club activities shall not constitute membership in the BSC for any player, family or family member, for purposes of conveying a vote, or rights to vote.
ARTICLE VI - MEETINGS
Section 1. General Public Meetings- Time. General Public Meetings of the Boyertown Soccer Club shall be held on the third Tuesday of each month, at 8:00 PM, unless that Tuesday is a legal holiday. If the regularly scheduled date is a legal holiday, the meeting shall occur on the next Tuesday that is not a legal holiday, or on a date determined by the Board by majority vote. In the event that the date of a General Public Meeting is changed, the Board shall announce the change of date by public announcement at the General Public Meeting prior to the changed meeting and post the new information on the BSC website, either separately or in the text of the meeting minutes of the General Public Meeting. No other notice is required for the change of date of a General Public Meeting.
Section 2. General Public Meetings- Location. The General Public Meetings of the BSC shall be held at the Community Room of Boyertown Borough Hall in Boyertown, Pennsylvania or at another location, if the Board of Directors of BSC shall determine that the change of location is necessary, in their sole discretion. In the event that the date or location of a General Public Meeting is changed, the Board shall announce the change of location by public announcement at the General Public Meeting prior to the changed meeting, and post the new information on the BSC website, either separately or in the text of the minutes for the General Public Meeting. No other notice is required for the change of location of a General Public Meeting.
Section 3. Board of Directors Meetings- Time. Meetings of the Board of Directors of the BSC shall be held on the first Tuesday of each month, at 8:00 PM, unless that Tuesday is a legal holiday. If the regularly scheduled date is a legal holiday, the meeting shall occur on the next Tuesday that is not a legal holiday, or on a date determined by the Board by majority vote. In the event that the date of a Board Meeting is changed, the Board shall announce the change of date by public announcement at the Board Meeting prior to the changed meeting and post the new information on the BSC website, either separately or in the text of the meeting minutes for the Board Meeting. No other notice is required for the change of date of a Board Meeting.
Section 4. Board of Directors Meetings- Location. The Board of Directors Meetings of BSC shall be held at the Community Room of Boyertown Borough Hall in Boyertown, Pennsylvania or at another location, if the Board of Directors of BSC shall determine that the change of location is necessary, in their sole discretion. In the event that the date or location of a Board Meeting is changed, the Board shall announce the change of location by public announcement at the Board Meeting prior to the changed meeting and post the new information on the BSC website, either separately or in the text of the meeting minutes for the Board Meeting. No other notice is required for the change of location of a Board Meeting.
Section 5. Nomination Meeting. The October General Public Meeting in each year shall, in addition to the business normally and properly conducted at any General Public Meeting, have as an agenda item the nomination of Board Members for the following year. Any Board member or officer of BSC shall be entitled to nominate up to five candidates for the Board of BSC for the following year. This section shall not control the procedure for nominations to fill vacancies that arise during any year, but will control only those Board positions that arise due to the expiration of Board terms.
Section 6. Election Meeting. The November General Public Meeting in each year shall, in addition to the business normally and properly conducted at any General Public Meeting, have as an agenda item the election of Board Members for following calendar year. Each Board member whose term expires shall be subject to election at that time, and the election shall be conducted in accordance with the procedures set forth in Article 7 below, relating to Directors. The election results shall be recorded in the minutes of the November General Public Meeting, along with the dates of expiration of each Director's term. At the conclusion of the election of members to hold the positions of all available Board positions, any sitting Board member shall be entitled to nominate one candidate for each officer position. Election of officers for each position shall occur at the November General Public Meeting, by a plurality vote of the Board members elected to hold office during the following year. In the event that a tie vote occurs in the election of any officer, the deciding vote shall be cast by the outgoing President of BSC.
Section 7. Annual Meeting. The January General Public Meeting shall be the Annual Meeting of BSC, and shall include the following agenda items: review of the financial report for the prior fiscal year; announcement of the appointment and election of officers from among the Board of Directors; receipt of year end reports from the standing committees; and vote regarding continued authorization of standing committees. For each of the items listed in this section, upon a majority vote of the Directors present for the Annual Meeting who will hold office for the coming year, each of these items can be tabled until the next Board Meeting, but may not be passed beyond the Board Meeting for March of any year.
Section 8. Special Meetings. The President shall call a Special Meeting of the Board upon:
(a) the written request of three (3) Board members, followed by the oral Motion of one Board member, seconded by two (2) other Board members, raised at both a General Public Meeting and a Board Meeting, consecutively in either order; or
(b) the oral Motion of one (1) Board member, seconded by two (2) other Board members, raised at three (3) consecutive meetings including at least one (1) General Public Meeting and at least one (1) Board Meeting;
provided that the seconds to the Motion for a Special Meeting need not be the same Board Members at each meeting at which the Motion for a Special Meeting is raised. The topics for consideration at any Special Meeting are limited to those specifically stated in any Motion raised pursuant to Section 8 (a) or (b).
Section 9. Transaction of Business. A quorum is required for the transaction of business at any meeting of BSC. Once a meeting of any kind is begun with the presence of a quorum, the meeting may continue and any vote may proceed and be entered as final, except as may be required by the Articles of Incorporation or Pennsylvania law, despite the withdrawal of any number of Board Members. In the event that a quorum has not attended any meeting held pursuant to notice under these bylaws, the Board Members that have attended the meeting shall be entitled to vote to adjourn the proceedings to a date and location of their selection. Minutes of any meeting held in the absence of a quorum, or after the loss of a quorum, shall be communicated to the Secretary of the Nonprofit Corporation and shall be maintained as those of the Nonprofit Corporation, including placing them on the BSC website. All notice provisions of these bylaws shall apply despite the absence of, or loss of, a quorum.
ARTICLE VII - DIRECTORS
Section 1. Number. The Board of Directors of the Nonprofit Corporation shall be comprised of no more than thirteen (13) members, elected in accordance with the procedures set forth in these bylaws. The total membership of the Board shall be an odd number.
Section 2. Requirements. All Directors of the Nonprofit Corporation shall be adult, natural persons and shall be elected by a plurality vote of the sitting Board of Directors, after nomination and second at the December meeting of BSC in each year.
Section 3. Term. The term of each Director shall run from the date of the Director's election for a period of two years. The Director's term shall not expire until the election of the Director's replacement and announcement of the results of the election for the Director's replacement in the minutes of the Board Meeting where the election took place. In the event of early termination of a Director's term, whether by resignation, inability to complete the term or by action of the Board of Directors, the replacement of the Director shall occur as set forth in Article IX below, relating to Vacancies.
Section 4. Responsibilities. A Director shall have all of the rights and responsibilities that are included in these bylaws, or in later amendments to these bylaws, and any other right or responsibility provided by Pennsylvania law pertaining to Directors of Nonprofit Corporations. In addition, the Director shall be entitled to attend all Board and General Public Meetings of the BSC. A Director is empowered to vote for or against any matter brought before the Board or abstain from such a vote, as well as to propose any matter for Board consideration. Finally, a Director is empowered to make or oppose such procedural motions as the Director concludes are proper.
Section 5. Officers. Any Director that meets the requirements set forth in Article 8, pertaining to Officers, may concurrently hold the position of Director of the Nonprofit Corporation and Officer of the Nonprofit Corporation.
Section 6. Action by BSC Without Meeting. In the event that action is required in the best interests of the Corporation, and a Director is able to obtain the written consent from all then sitting Directors to the same document setting forth the terms of the proposed action, and that document is presented for filing and distribution with the minutes by the Secretary of the Nonprofit Corporation, the action shall have the same effect as if taken at a Meeting of the Corporation and passed by the Board at a Meeting.
Section 7. Removal of a Director. A Director may be removed upon: resignation by the Director; by Board action with the consent of the Director to be removed; or by vote of at least 60% of the then sitting Directors, after Motion by a Director and two (2) seconds, presented at consecutive Meetings of the Nonprofit Corporation including one Board Meeting and one General Public Meeting, in whichever order. In the event that a Director is removed, a replacement shall be named in accordance with Article IX below, relating to Vacancies.
Section 8. Election Procedure. Directors shall be selected for replacement of Directors whose terms are expiring, or to be retained for the position of Director upon the expiration of their current two (2) year term, according to the following procedure:
(a) Nomination. Any Board Member or officer shall be entitled to nominate up to five (5) candidates. All nominations must be presented at the December General Public Meeting, whether that meeting is held as directed by these Bylaws or rescheduled in accordance with these Bylaws. All nominations must be seconded for the candidate to proceed to election. All nominations shall be presented for specific Board positions.
(b) Election. All Board members whose terms have not expired, and all Board members whose terms are scheduled to expire, shall be entitled to cast one vote for or against each candidate, or abstain from voting. The candidate receiving the most votes, and at least a plurality of the votes, for any given seat shall be a Director for a two (2) year term on the Board. Elections for Board seats shall occur at the January General Public Meeting.
Section 9. Announcement. The winners of Board elections shall be announced at the conclusion of the January General Public Meeting and on the BSC website.
ARTICLE VIII - OFFICERS
Section 1. The executive officers of the Corporation shall be chosen by the Board of Directors, from the Board of Directors, and shall be a President, Vice President (Travel) and Vice President (Intramural), Secretary, and Treasurer. In their discretion, the Board may appoint such other officers and assistant officers as the needs of the Corporation may require. The terms of all officers shall begin at the first meeting held in January of any calendar year. The officers shall hold their office for a term of two years, concurrent with their Board term. They shall have such authority and shall perform such duties as are provided by the by-laws and as shall from time to time be prescribed by the Board of Directors. The Board of Directors may secure the fidelity of all such officers by bond or otherwise.
Section 2. Any officer or director may be removed by a two-third vote of the Board of Directors whenever in its judgment the best interest of the Corporation shall be served thereby.
Section 3. The President shall be the chief executive officer of the Corporation; he shall preside at all meetings of the members and directors; he shall have general and active management of the affairs of the Corporation; shall see that all orders and resolutions of the board are carried into effect, subject, however to the rights exclusively conferred on the President, or to any other officer or officers of the Corporation. He shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Corporation. He shall be ex-officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President. The President shall be the principal representative of this organization to all affiliated organizations.
Section 4. The Vice President - Travel shall act in all cases for and, as the President in the latter's absence or incapacity, and shall perform such other duties as he may be required to do from time to time, with respect to the travel activities of the BSC.
Section 5. The Vice President - Intramural shall act in all cases for and, as the President in the latter's absence or incapacity, and shall perform such other duties as he may be required to do from time to time, with respect to the intramural activities of the BSC.
Section 6. The Secretary shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. The Secretary shall post the minutes of General Public Meetings on the BSC website, as well as such other records, notices and announcements as shall be directed by the Board. The Secretary shall give, or cause to be given, as required, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall operate. The Secretary shall keep in safe custody the Corporate seal of this Corporation, or direct its custody to be maintained by counsel to the Nonprofit Corporation, and when authorized by the Board, affix the same to any instrument requiring it.
Section 7. The Treasurer shall have custody of the Nonprofit Corporation's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to BSC, and shall keep the monies of the Nonprofit Corporation in separate accounts to the credit of the Corporation. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall assure timely filing of all tax returns and present a financial report at the Annual Meeting, summarizing the financial status of BSC in such detail as may be requested by the Board.
Section 8. Selection of Officers. Except for President, each of the positions of officers described in these bylaws shall be filled by appointment of the President, who shall nominate candidates for each officer position from the Board, subject to approval by a plurality vote of the Board of Directors.
Section 9. Selection of President. Candidates for President shall be nominated from Board members, by one Board member, with a second, and subject to majority vote. Appointment of the President pursuant to these Bylaws shall occur at the Annual Meeting.
ARTICLE IX - VACANCIES
Section 1. If the office of any officer, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the remainder of the term in respect of which such vacancy occurred.
Section 2. Vacancies in the Board of Directors shall be filled by appointment by the President with approval of a majority of the remaining members of the Board, though less than a quorum, and each person so selected shall be a director until his successor is elected by the Board members, who may make such election at the next annual meeting of the members, or at any special meeting duly called for that purpose and held pursuant to these Bylaws.
ARTICLE X - COMMITTEES
Section 1. Committees can be appointed from time to time to carry out a function specifically designated for the committee by the Board of Directors.
Section 2. A Director shall serve as Chairperson on each committee and shall assure a written record is maintained of the committee activities. The Director serving as Chairperson shall report the Board on the activities of the committee, as directed or requested by the Board.
ARTICLE XI - BOOKS AND RECORDS
Section 1. The Corporation shall keep a record of proceedings of the General Public Meetings and meetings of the Board of Directors, its by-laws, including all amendments thereto to date, certified by the Secretary of the Corporation. The Corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the Corporation in this Commonwealth, or at its principal place of business wherever situated or, during the term of office of the Secretary and Treasurer of BSC, in the possession of the Secretary and Treasurer.
Section 2. Every Board member shall have a right to examine the registration records, books and records of account, and records of the proceedings of the members and directors, and to make copies or extracts there from.
ARTICLE XII - TRANSACTION OF BUSINESS
Section 1. The Corporation shall make no purchase of real property nor sell, mortgage, lease, lease away or otherwise obtain or dispose of real property, unless authorized by a two-thirds vote of the Board of Directors. If the real property is subject to a trust the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.
Section 2. Whenever the lawful activities of the Corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income, and in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operations of the lawful activities of the Corporation, and in no case shall be divided or distributed in any manner whatsoever among the directors or officers of the Corporation.
Section 3. Two approved officers of the board shall sign all checks, purchase orders and promissory notes of the Corporation exceeding $100.00, in order for those documents to be honored by the Corporation.
ARTICLE XIII - ANNUAL REPORT
Section 1. The Board of Directors shall present annually for inclusion in the minutes of the Annual Meeting a report, verified by the President and Treasurer or by a majority of the directors, showing in appropriate detail the following:
(a) The assets and liabilities, including the trust funds, of the Corporation at the end of the fiscal year immediately preceding the date of the report.
(b) The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
(d) The expenses or disbursements of the Corporation for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
ARTICLE XIV - NOTICES
Section 1. Except where specifically noted in these Bylaws, whenever notice is required to be given to any person, it may be given to such person, either personally, by telephone, or by sending a copy thereof by electronic mail, posting on the BSC website, or by first class mail, postage prepaid, to his address appearing in the records of the Corporation. 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. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these by-laws.
When a special 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.
ARTICLE XV - DISSOLUTION
Section 1. Dissolution. BSC may be dissolved after Motion by a Board member seconded by two (2) other Board members, raised at four (4) consecutive meetings, including at least two (2) General Public Meetings and at least two (2) Board meetings. The Motion for Dissolution may or may not include a Motion for Special Meeting, but must be raised specifically and placed on the agenda as a separate Motion for Dissolution. A Motion for Dissolution may carry only with a vote of at least nine (9) of thirteen (13) Directors.
Section 2. In the event this organization shall dissolve, for whatever reason, Richard T. Curley, Attorney at Law, will be contacted at: Law Offices of Richard T. Curley, P.C. 546 Hamilton Street, Suite 211, Post Office Box 4375, Allentown, PA 18105-4375 (610) 740-0485. Authorization will be given, and demonstrated by minute evidence of the carrying of a proper Motion for dissolution, for Attorney Curley to make the necessary arrangements for disbursement of the funds or other property of the Corporation to a charitable organization of the Board's discretion.
ARTICLE XVI - MISCELLANEOUS PROVISIONS
Section 1. The fiscal year of the Corporation shall begin on the first day of January.
Section 2. Roberts Rules of Order shall govern proceedings of all meetings of this organization, except as otherwise provided in the by-laws.
ARTICLE XVII - AMENDMENTS
Section 1. By-laws may be adopted, amended or repealed by the vote of Board members entitled to cast at least sixty (60) percent of the votes of the Board of Directors.