By-Laws

BY-LAWS

CALVARY

ATHLETIC ASSOCIATION

ARTICLE I – OFFICES

The registered office of the corporation shall be at Calvary Athletic Association 4330 Deerpath Lane, Philadelphia, Pennsylvania 19154. All mail and parcels will be received at P.O. Box 63135, Philadelphia, Pennsylvania 19114.
The corporation may also have offices at such other places as the Board of Directors may appoint or the activities of the corporation may require.

ARTICLE II – SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Pennsylvania".

ARTICLE III – MEMBERS

Members shall be elected by a two-third (2/3) vote of the Board of Directors.
The Board of Directors may determine the amount of initiation fee, if any, and/or annual dues payable by the members.
The Board of Directors, by affirmative vote of two-thirds (2/3) of all members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of any dues or assessments.
Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds (2/3) of the Board, reinstate such former membership upon such terms as the Board of Directors may deem appropriate.
Membership in this corporation is not transferable or assignable.

ARTICLE IV – MEETINGS OF MEMBERS

Meetings of the members shall be held at the CAA Clubhouse or at such other place(s), either within or without the Commonwealth of Pennsylvania, as may be fixed by the Board of Directors.
Meetings of the members may be called at any time by the President, or the Board of Directors, or members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the meeting. At any time, upon written request of any person who has called a meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more the sixty (60) days after the receipt of the request. If the Secretary neglects or refuses to fix the time of the meeting, the person(s) calling the meeting may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto.
Written notice of every meeting of members, stating the time, place and object thereof, shall be given by, or at the direction of, the Secretary to each member of record entitled to vote at the meeting, at least three (3) days prior to the day named for the meeting, unless a greater period of notice is required by statute in a particular case. If the Secretary neglects or refuses to give notice of the meeting, the person(s) calling the meeting may do so. In the case of a special meeting, the notice shall specify the general nature of the business to be transacted.
Any person authorized or required to give notice of a meeting of members may, in place of the written notice otherwise required, provide notice by officially publishing notice of the meeting. Notice posts can be email, social media, printed flyers, etc.; however, (80%) of record members must be reached.
A meeting of members duly called shall not be organized for the transaction of business unless a quorum is present. No meeting of members that has been duly called may conduct business unless a quorum is present. A quorum shall consist of ten (10) members entitled to vote who are present in person, unless otherwise required by law or the Articles of Incorporation. Once a quorum is established, the members present may continue to transact business until adjournment, even if enough members withdraw so that a quorum is no longer present.

If a quorum is not present, the members who are in attendance may adjourn the meeting to another time and place, unless otherwise provided by law. For any meeting called to elect directors, the members present at the second adjourned meeting shall constitute a quorum for the purpose of electing directors, even if fewer than ten (10) members are present.
For meetings called for any other purpose, the members present at the second adjourned meeting shall constitute a quorum to act on the matters stated in the meeting notice, even if fewer than ten (10) members are present, provided that written notice of the second adjourned meeting is given to each member entitled to vote at least ten (10) days in advance and states that those members in attendance will constitute a quorum.

Any action which may be taken at a meeting of members or of a class of members may be taken without a meeting, if a consent(s) in writing, setting forth the action so taken, shall be signed by all of the members who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.
Every member of the corporation shall be entitled to one vote. No member shall sell their vote for money or anything of value. Upon request of a member, the books or records of membership shall be produced at any regular or special meetings of the corporation. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all people who appear by such books or records to be members entitled to vote may vote. The right of a member to vote, and their right, title and interest in or to the corporation or its property, shall cease on the termination of their membership.
Voting will be by ballot. Elections for Directors need be by ballot except upon demand made by a member at the election and before the voting begins.
In advance of any meeting of members, the Board of Directors may appoint judges of election, who need not be members, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any member shall, make such appointment at the meeting. The number of judges shall be one (1) or three (3). No person who is a candidate for office shall act as a judge.

ARTICLE V – DIRECTORS

The business and affairs of this corporation shall be managed by its Board of Directors, 20 in number, who shall be natural people of full age (18) and who need not be residents of this Commonwealth but who shall be members of this corporation. They shall be elected by the members at the annual meeting of members of the corporation, and each director shall be elected for a one-year (1) term and until their successor shall be elected and shall qualify.
In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the members.
The Meetings of the Board of Directors may be held at such times and at such place(s) within this Commonwealth or elsewhere, as majority of the directors may appoint, or as may be designated in the notice calling the meeting.
Written or personal notice of every meeting of the Board of Directors shall be given to each director at least three (3) days prior to the day named for the meeting.
Majority of the directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting, if a consent(s) 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.
The Board of Directors may, by resolution adopted by majority of the Directors in office, establish one (1) or more committees to consist of one (1) or more Directors of the corporation. Any such committee, to the extent provided in the resolution of the Board of Directors or in the By-Laws, shall have and may exercise all the powers and authority of the Board of Directors, except that no such committees shall have any power or authority as to the following:
1. The submission to members of any action required by statute to be submitted to the members for their approval.
2. The filling of vacancies on the Board of Directors.
3. The adoption, amendment or repeal of By-Laws.
4. The amendment or repeal of any resolution of the Board.
5. Action on matters committed by the By-Laws or resolution of the Board of Directors to another committee of the Board.
The Board may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member(s) thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board of Directors shall serve at the pleasure of the Board.
The Board of Directors shall have the authority to fix the compensation of directors for their services as such, and a director may also be a salaried officer of the corporation.
The entire Board of Directors, or a class of the Board, where the Board is classified with respect to the power to select Directors, or any individual Director, may be removed from office without assigning any cause by the vote of members entitled to cast at least a majority of the votes which all members present would be entitled to cast at any annual or other regular election of the Directors or of such class of Directors. In case the Board or such a class of the Board or any one (1) or more Directors are so removed, new Directors may be elected at the same meeting. If members are entitled to vote cumulatively for the Board or a class of the Board, no individual Director shall be removed unless the entire Board or class of the Board is removed in case sufficient votes are cast against the resolution for his removal, which is cumulatively voted at an annual or other regular election of directors, would be sufficient to elect one (1) or more directors to the Board or to the class.
The Board of Directors may declare vacant the office of a director if they are declared of unsound mind by an order of court or are convicted of felony, or if within sixty (60) days after notice of their selection, they do not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfill such other requirements of qualification as the By-Laws may specify.
A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform their duties as a director, including their duties as a member of any committee of the Board upon which they may serve, in good faith, in a manner they reasonably believe 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 their duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:
1. One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.
2. Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person.
3. A committee of the Board upon which they do not serve, duly designated in accordance with law, as to matters within its designated authority, which the director reasonably believes to merit confidence.

A director shall not be considered acting in good faith if they have knowledge concerning the matter in question that would cause their reliance to be unwarranted.

In discharging the duties of their respective positions, the Board of Directors, committees of the Board and individual directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section.

Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.

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 their office under this section.
The breach of failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions of this section shall not apply to:

The responsibility or liability of a director pursuant to any criminal statue; or
The liability of a director for the payment of taxes pursuant to local, State or Federal Law.
Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meetings of the Board PROVlDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE VI – OFFICERS

The executive officers of the corporation shall be chosen by the members, and shall be a President, Vice President, Secretary, Treasurer and such other officers and assistant officers as the needs of the corporation may require. The President and Secretary shall be natural persons of full age (18); the Treasurer; however, may be a corporation, but if a natural person, shall be of full age (18). They shall hold their offices for a term of one (1) year, the President a (2) year term and shall have such authority and shall perform such duties as are provided by the By-Laws and as shall be prescribed by the membership. It shall not be necessary for the officers to be directors, and any number of offices may be held by the same person. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise.
Any officer or agent may be removed by the Board of Directors whenever in its judgment 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.
The President shall be the chief executive officer of the corporation; they shall preside at all meetings of the members and directors; they 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 right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. They shall execute bonds, mortgages and other documents requiring a seal, under the seal of the corporation. They 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 Vice President shall act in all cases for and as the President in the latter's absence or incapacity and shall perform such other duties as they may be required to do.
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. They shall give notice of all meetings of 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 they shall be. They shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.
The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in the books belonging to the corporation and shall keep the moneys of the corporation in a separate account to the credit of the corporation. They 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 the regular meetings of the Board, or whenever they may require it, an account of all their transactions as Treasurer and of the financial condition of the corporation.
Any member of the Executive Board of Directors must have served at least three (3) years as a "Board of Directors" to be eligible for an executive position. The years of service (3) need not be consecutive.

ARTICLE VII – VACANCIES

If the office of any officer or agent, one (1) or more, becomes vacant for any reason, the Board of Directors may choose a successor(s), who shall hold office for the unexpired term in respect of which such vacancy occurred.
Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board, though less than a quorum, and each person so elected shall be a director until their successor is elected by the members, who may make such election at the next annual meeting of members, or at any special meeting duly called for that purpose and held prior thereto.

ARTICLE VIII – BOOKS AND RECORDS

The corporation shall keep an original or duplicate record of the proceedings of members and directors, the original or a copy of its By-Laws, including all amendments thereto to date, certified by the Secretary of the corporation, and an original or a duplicate membership register, giving the names of the members, and showing their respective addresses and the class and other details of the membership of each. The corporation shall also keep appropriate, complete and accurate books or records of accounts. The records provided herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated.
Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings of members and directors, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to act on behalf of the member. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.

ARTICLE IX – MEMBERSHIP CERTIFICATES

Membership in the corporation may be evidenced by Certificates of Membership, in which case they shall be in such form and style as the Board of Directors may determine. The fact that the corporation is a nonprofit corporation shall be noted conspicuously on the face of each certificate. They shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary, and shall bear the corporate seal.

ARTICLE X – TRANSACTIONS OF BUSINESS

The corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of two-thirds (2/3) of members in office of the Board of Directors, except that whenever there are twenty-one (21) or more directors, the vote of a majority of members in office shall be sufficient. Unless otherwise restricted in these By-Laws, no vote or consent of the members shall be required to make such effective action by the Board. If the real property is subject to a trust the conveyance away shall be free of trust and the trust shall be impeded upon the proceeds of such conveyance.
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 operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the corporation.
All checks or demands for money and notes of the corporation shall be signed by such officer(s) as the Board of Directors may designate.

ARTICLE XI – ANNUAL REPORT

The Board of Directors shall present annually to members a report, verified by the President and Treasurer or by majority of the directors, showing in appropriate detail the following:
1. The assets and liabilities, including the trust funds of the corporation as the end of the fiscal year immediately preceding the date of the report.
2. The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
3. The revenue or receipts of the corporation, both unrestricted and restricted to 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.
4. 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.
5. The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of current members may be found.

This report shall be filed with the minutes of the meeting of members.

ARTICLE XII – NOTICES

Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by email to their address appearing on the books or the corporation, or, in the case of directors, supplied by them 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 Stated 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.
Whenever any written notice is required to be given under the provisions of the statute or the Articles or By-Laws of this corporation, a waiver thereof in writing, signed by the person(s) 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 statute, neither the business to be transacted 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 members such waiver of notice shall specify the general nature of 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 of the meeting, to the transaction of any business because the meeting was not lawfully called or convened

ARTICLE XIII – MISCELLANEOUS PROVISIONS

The fiscal year of the corporation shall begin on the first day of January.
One (1) or more persons may participate in a meeting of the Board or of members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
So long as the corporation continues to be organized on a nonstock basis, the Board of Directors shall have authority to provide for members to make capital contributions in such amounts and upon such terms as are fixed by the directors in accordance with the provisions of section 5541 of the Nonprofit Corporation Law of 1988.
The Board of Directors, by resolution, may authorize the corporation to accept subventions from members or nonmembers on terms and conditions not inconsistent with the provisions of section 5542 of the Nonprofit Corporation Law of 1988, and to issue certificates, therefore.

ARTICLE XIV – INDEMNIFICATION

The corporation shall indemnify each of its directors, officers, and employees whether or not then in service as such (and their executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by them in connection with the defense of any litigation to which the individual may have been a party because they are/were a director, officer or employee of the corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which they have been adjudged liable to the Corporation for negligence or misconduct in the performance of their duties, or was derelict in the performance of their duty as director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of their office or employment. The right to indemnity for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which such director, officer or employee may be entitled.

ARTICLE XV – AMENDMENTS

By-Laws may be adopted, amended or repealed by the vote of members entitled to cast at least majority of the votes which all members present are entitled to cast thereon at any regular or special meeting duly convened after notice to the members of that purpose.

UNANIMOUS CONSENT IN LIEU OF

ORGANIZATION MEETING OF INCORPORATORS

THE UNDERSIGNED, being the incorporators named in the Articles of Incorporation of the above-named nonprofit corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania, hereby adopt the following resolutions:

RESOLVED, That the filing of the Articles of Incorporation with the Department of State of the Commonwealth of Pennsylvania, be duly advertised as required by law and that the Secretary of this corporation cause a copy of the Articles of Incorporation to be prefixed to the minutes and that this corporation proceed to do business thereunder.

RESOLVED, That the form of By-Laws submitted for the regulation of the affairs of the corporation be adopted and inserted in the minute book immediately following the copy of the Articles of Incorporation.

RESOLVED, That the following are designated to constitute the Board of Directors of this corporation, to hold office for the ensuing year and until successors are chosen and qualified:

RESOLVED, That the following people be appointed to the offices set opposite their respective names, to serve for one (1) year and until their successors are chosen and qualify:

UNANIMOUS CONSENT IN LIEU OF FIRST MEETING OF BOARD OF DIRECTORS

THE UNDERSIGNED, being all the directors of the above-named nonprofit corporation, organized under the laws of the Commonwealth of Pennsylvania, hereby adopt the following resolutions:

RESOLVED, That the seal, an impression of which is herewith affixed, be adopted as the corporate seal of this corporation.

RESOLVED, That the Secretary is hereby authorized and directed to procure the proper corporate books, and that the Treasurer be and is hereby authorized and directed to pay all fees and expenses incident to and necessary for the organization of the corporation.

RESOLVED, That the officers of this corporation are authorized and directed to open a bank account or accounts in the name of the corporation, in accordance with a form of bank resolution attached to these minutes.

RESOLVED, That the proper officers of the corporation are hereby authorized and directed to make application for exemption from income tax under the appropriate section of the United States Internal Revenue Code and to file all necessary documents and forms in connection therewith.

UNANIMOUS CONSENT IN LIEU OF ORGANIZATION MEETING OF INCORPORATORS

RESOLVED, That the filing of the Articles of Incorporation with the Department of State of the Commonwealth of Pennsylvania be duly advertised as required by law and the Secretary of this corporation causes a copy of the Articles of Incorporation to be prefixed to the minutes and that this corporation proceed to do business thereunder.

RESOLVED, That the following are designated to constitute the Board of Directors of this corporation, to hold office for the ensuing year and until successors are chosen and qualified.