ByLaws

ByLaws

Updated Monday February 16, 2015 by Joe Smallberger.

BY-LAWS
of
WHITPAIN RECREATION ASSOCIATION
(W.R.A.)
AS REVISED AND APPROVED March 10, 2010

ARTICLE I - THE CORPORATION

Section 101. Name. Until otherwise changed by Articles of Amendment duly approved by the Board of Directors, the official name of the Corporation shall be the WHITPAIN RECREATION ASSOCIATION. In addition thereto, the Corporation shall also be known as and conduct business under the corporate fictitious name of W.R.A.

Section 102. Objectives. The purpose of the Corporation shall be to implant firmly in the boys and girls of the community the ideals of good sportsmanship, honesty, loyalty, courage, and respect for authority, so they may be well-adjusted, stronger, and happier boys and girls, and will grow up to be good, decent, healthy, and trustworthy men and women. To achieve this objective, the Corporation will provide supervised sports programs of soccer, basketball, baseball/softball, and field hockey. All Directors, Officers, and Members shall bear in mind that the attainment of exceptional athletic skills or winning of the games is secondary and that the molding of future men and women is of primary importance.

Section 103. Registered Office. The registered office of the Corporation shall be located at 960 Wentz Road, Blue Bell, Pa. 19422, which is location shall be deemed the Corporations principal place of business. The Corporation may also have offices at such other places either within or without the Commonwealth of Pennsylvania as the Board of Directors may from time to time designate or the activities of the Corporation may require.

Section 104. Corporate Seal. The corporate seal shall have inscribed thereon the names of the Corporation, the year of its organization, and the words of the “Corporate Seal, Pennsylvania” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in a manner reproduced.

Section 105. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of September of each year.

ARTICLE II - MEMBERSHIP

Section 201. Eligibility and Classes of Members. Membership in the Corporation shall be open to any person of good character, who is sincerely interested in furthering the objectives or participating in the purposes of the Corporation and shall consist of the following classes of Members:

(a)                Player Members. Any boy or girl meeting the requirements set by the Corporation shall be eligible to compete for participation in the sport programs sponsored by the Corporation but shall have no voting rights, duties, or obligations in the management or in the property of the Corporation.

(b)               Voting Members. Any parent or guardian of a child participating in the programs sponsored by the Corporation, or Commissioner, manager, coach, or official, who is sincerely interested in furthering the objectives of the Corporation, shall be designated as a Voting Member of the Corporation.

Section 202. Transferability. Membership in the Corporation is not transferable or assignable.

Section 203. Discipline, Suspension, or Termination. By the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors present at any duly convened meeting of the Board, the Board of Directors shall have the authority to discipline, suspend, or terminate the membership of any Player Member or Voting Member when the conduct of such person is considered detrimental to the best interest of the Corporation.

Section 204. Notice of Discipline, Suspension, or Termination. In the event the Board intends to take action contemplated by Section 203 hereof, the Secretary shall give written notice to the parent or guardian of the Player Member or Voting Member involved, of the date, time, and place of the subject meeting, and the general nature of the charges. The Player Member (as well as the parent or guardian)  or Voting Member shall have the opportunity to appear at the meeting of the Board to answer such charges.

Section 205. Participation of Coaches in Proceedings Involving Player Member. In the event that the Board intends to take the action contemplated by Section 203 hereof, the Secretary shall, in the case of a Player Member, give the written notice contemplated by Section 204 above to the coach of the team, on which, the Player Member is then a player, in addition to giving a copy of the same to the parent or guardian of the Player Member involved. Said coach may appear, in the capacity of an advisor, with the Player Member, as well as the respective parent or guardian, before the Board of Directors.

Section 206. Voting. Each Voting Member of the Corporation in good standing (as hereinafter defined), shall be qualified to vote on any issue that may properly come before any meeting of the Members of the Corporation and to hold any office in the Corporation to which he/she may be elected or appointed. Every Voting Member of the Corporation shall be entitled to one (1) vote and there shall be no cumulative voting for the election of Directors permitted. For the purposes of this Section, “good standing” shall mean any Voting Member whose membership in the Corporation is not being challenged or under suspension or termination.

Section 207. Voting by Ballot. Voting on any issue presented to the Voting Members may be by ballot, mail, or any reasonable means determined by the Board of Directors. Elections for Directors need not be by ballot except upon demand made by a Voting Member at the election and before the voting begins.

Section 208. Meetings. Meetings of the Player Members and Voting Members of the Corporation shall be held at such place or places, either within or without the Commonwealth of Pennsylvania, as may from time to time be fixed by the Board of Directors.

Section 209. Annual Meeting. The annual meeting of the Player Members and Voting Members of the Corporation shall be held on the first Wednesday in September of each year for the purpose of electing Directors, receiving reports, and for the transaction of such other business as may properly come before the meeting. If the annual meeting shall not be called and held within six (6) months after the designated time, any Voting Member may call such a meeting.

Section 210. Special Meetings. Special meetings of the Members may be called at any time by the President, a quorum of the Board of Directors, upon the written request of at least ten (10%) percent of the votes, which all Members are entitled to cast at a particular meeting, or a written petition of at least 150 Voting Members. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting, which shall be held not more than sixty (60) days after the receipt of the request.. If the Secretary shall neglect or refuse to fix the time of the meeting, the Member(s) calling the meeting may do so. No business other than that specified in the notice on the special meeting shall be transacted.

Section 211. Adjournments. Adjournments of any regular or special meeting of the Members may be taken. When a meeting of Members is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at any adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the Board fixes a new recorded date for the adjourned meeting or unless required by statute.

Section 212. Written Notice. Written notice of every meeting of the 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 ten (10) days prior to the date named for the meeting, unless a greater period of notice is required by statute in a particular case. If the Secretary shall neglect or refuse to give notice of the meeting, the person or persons 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.

Section 213. Notice by Publication. In lieu of any written notice of the meeting of the Members required to be given, any person authorized or required to give notice may give notice of such meeting by causing notice of the meeting to be officially published in any newsletter published by the Corporation, provided the newsletter is mailed at least twenty (20) days in advance of any meeting of the Members, or may cause same to be officially published. If at least eighty (80%) percent of the Voting Members of record do not have addresses of record within the territory of circulation of the newspaper(s) required for official publication, the notice shall also be published in the newspapers, which have an aggregate territory of general circulation, which includes the addresses of record of at least eighty (80%) percent of such Voting Members of record.

Section 214. Manner of Giving Notice. Whenever notice is required to be given to any person pursuant to the provisions of these By-laws other than in the newsletter published by the Corporation or by publication, it may be given to the person either personally, by sending a copy thereof by first class or express mail, postage prepaid, by telegram (with messenger service specified), telex or TWX (with-answer back received), courier services, charges prepaid, by facsimile transmission, or by e-mail to the address or number appearing on the books of the Corporation. If notice is sent by mail, telegraph, or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with the telegraph office or courier service for delivery to that person, or, in the case of telex or TWX, when dispatched.

Section 215. Waiver of Notice. Whenever any written notice is required to be given pursuant to these By-laws or by statute, a waiver thereof, in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of notice. Except as otherwise required by statute, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.

Section 216. Record Date. The record date for determining Members entitled to notice of or to vote at a meeting of the Members shall be the close of business on the day next preceding the day, on which, notice is given.

Section 217. Waiver by Attendance. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the expressed purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 218. Quorum and Action of Voting Members.

(a)                A meeting of Voting Members duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person of at least twenty (20) Voting Members shall constitute a quorum at all meetings of the Voting Members for the transaction of business. Proxy voting by Voting Members shall not be permitted. The Voting Members present at a duly organized meeting may continue to do business until adjournment, not withstanding the withdrawal of enough Voting Members to leave less than a quorum. If a meeting cannot be organized because a quorum has not been achieved, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine.

(b)               In the case of any meeting called for the election of Directors, those Voting Members, who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors. In the case of any meeting called for any other purpose, those Voting Members, who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting on any resolution or other matter set forth in the notice of the meeting, if written notice of such second adjourned meeting, stating that those Voting members, who attend, shall constitute a quorum for the purpose of acting upon such resolution or other matter, is given to Voting Members at least ten (10) days prior to the date named for the second adjourned meeting.

Section 219. Unanimous Consent. Any action, which may be taken at a meeting of the Voting Members, may be taken without a meeting, if the consent or consents in writing, setting forth the actions so taken, shall be signed by a minimum of five hundred (500) Voting Members and be filed with the Secretary of the Corporation.

Section 220. Judges of Election. In advance of any meeting of the Voting Members, the Board of Directors may appoint judges of election, who need not be Voting 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 Voting 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.

Section 221. Rules of Order. Roberts’ Rules of Order shall govern the proceedings of all meetings, except where same conflicts with these By-laws.

ARTICLE III - BOARD OF DIRECTORS

Section 301. Powers. The government of the Corporation, the conduct of its business, the management and control of its’ property, real and personal, the establishing of policies, and the supervision of its’ work shall be vested in the Board. Without limiting the foregoing, the Board may adopt such rules and regulations for the conduct of its’ meetings and the management of the Corporation as it, in its’ sole discretion, deems proper. In addition to the powers and authorities expressly conferred by these By-laws upon the Board, it may exercise all such powers over the Corporation and do a;; such lawful acts and things as are not by statute or by Articles of Incorporation of the Corporation or by these By-laws directed or required to be exercised by the Voting Members. The Board is also expressly authorized to make appropriate delegations of authority through the establishment of Board Committees.

Section 302. Number and Qualifications of Directors. The number of Directors to be elected shall be determined from time to time by the Voting Members prior to the annual election of the Directors but shall not be less than ten (10), nor more than thirty (30).  Directors shall be natural persons of full age, who need not be Voting Members of the Corporation.

Section 303. Classes; Terms. The Board of directors shall be divided into two (2) classes, General Board Member and Special Interest Board Member.

(a)                General Board Members will be elected at the annual meeting of the voting Members, and every director, so elected, shall serve until his/her successor shall be elected and shall quality. There will be a maximum of twenty-four (24) General Board Members. Each member will be elected for a three (3) year term.  Approximately one third (1/3) of these Directors should be elected each year.Persons serving on the Board of Directors may succeed themselves in office subject to re-election as such by the Voting Members.

(b)               Special Interest Board Member is a class of Directors that will be used to provide the Board with members, who provide a special interest to the Board. This may include a special project, a special interest that needs to be represented on the Board, an internship that provides an introductory role to Board membership, or any special function so determined by the Board of Directors. Special interest members will be appointed at the discretion of the Board at any time by a two-third (2/3) majority vote of the board members in attendance at a scheduled board of Directors meeting. The term will be the shorter of one year or to the end of the Corporation year. The special interest member may also be removed by a majority vote of the board Members present at a Board of Directors Meeting. A special interest member may only serve for a total of two years.

(c)                Election of new Directors shall ordinarily take place at the annual meeting. Elections shall be conducted as follows:
            (1)        Individuals who seek election to the Board are encouraged to attend one or more monthly meeting prior to the annual meeting, and to introduce themselves to the Board and  state their interest in running for a seat on the Board.
            (2)        In order to be elected to the Board, a candidate must receive the affirmative vote of the majority of the voting members present at the annual meeting. Votes shall be by secret ballot. The Secretary and Vice President of Operations shall tabulate and announce the results of the vote.

(d)               For good cause shown, and when it is in the best interests of the corporation, an election vote for a new Board Member may take place at a time other than the annual meeting. Such election shall be conducted according to the provision set forth in Paragraph C(2) above.

Section 304. Meetings of the Board. The meetings of the Board of Directors may be held at such times and at such place or places within the Commonwealth of Pennsylvania or elsewhere as a majority of the Directors may, from time to time, designate, or as may be designated in the notice calling the meeting.

Section 305. Notice of Meetings. Notice of each meeting of the Directors shall be mailed or otherwise delivered to each Director at his/her last street or e-mail recorded address at least three (3) days in advance thereof setting forth the date, place, time, and purpose of the meeting, and shall include a copy of the minutes from the preceding meeting of the Directors; or in lieu thereof, notice may be given in such form as may be authorized by the Directors from time to time at any regularly convened meeting including, but not limited to, personal notice.

Section 306. Quorum and Action by the Board. The presence in person of at least one-half (1/2) of the then members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting, at which, a quorum is present, shall constitute the acts of the Board of Directors.

Section 307. Voting. Each Director shall be entitled to one (1) vote at any meeting of the Board of Directors and shall be present in person to exercise that voting right. Proxy voting by Board Members shall not be permitted.

Section 308. Unanimous Consent. Any action, which may be taken at a meeting of the Board of Directors or any Committees thereof, may be taken without a meeting, if a consent or consents in writing setting forth the actions so taken, shall be signed by all of the Directors or members of the Committee in office and shall be filed with the Secretary of the Corporation.

Section 309. Removal of Directors by Voting Members. The entire Board of Directors, or any individual Director, may be removed from office without assigning any cause by the vote of Voting Members entitled to cast at least a majority of the votes, which all Voting Members present would be entitled to cast at any annual or special meeting of the Voting Members.

Section 310. Removal of Directors by the Board. The Board of Directors may declare vacant the office of any Director, if that Director is declared of unsound mind by an Order of Court, is convicted of a felony, or if, within sixty (60) days after notice of being elected to the Board, he/she does not accept such office either in writing or by attending a meeting of the Board of Directors, and/or fulfill such other requirements or qualifications as these By-laws may specify. Amendments to this Section of these By-laws may only be adopted by the Voting Members.

Section 311. Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of Directors, shall be filled by a majority vote of the remaining Members of the Board, though less than a quorum, and any person(s) so elected shall serve for the balance of the unexpired term of the replaced Director unless otherwise restricted in these By-laws.

Section 312. Annual Meetings. The annual meeting of the Board of Directors shall be held immediately following the adjournment of the annual meeting of the Members at which, Directors are elected.

Section 313. Special Meetings of the Board. Special meetings of the Board shall be called by the President, the Secretary, or upon written request of at least five (5) Directors. Notice of each special meeting of the Board shall be given by the Secretary to each Director by mail, at least three (3) days before the time designated for the meeting, to the last recorded mailing or e-mail address of each Director. Such notice shall include the purpose of the meeting. Matters not stated in the notice may not be acted upon at the meeting.

Section 314. Compensation of Directors. Directors, as such, shall not receive any stated salary for their services but shall be reimbursed for their out-of-pocket expenses upon receipt of proper verification of same by the Treasurer.

ARTICLE IV - COMMITTEES OF THE BOARD

Section 401. Establishment and Powers. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more Committees to consist of one or more Directors of the Corporation. Voting Members of the Corporation may also serve on one or more Committees established by the Board on an advisory (non-voting) basis. Any such Committee(s), to the extent provided in a resolution of the Board of Directors or in these By-laws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no Committee shall have the power or authority as to the following:

(a)                The submission to Members of any action required by statute to be submitted to the Board for their approval.

(b)               The filling of vacancies on the Board of Directors.

(c)                The adoption, amendment, or repeal of these By-laws.

(d)               The amendment or repeal of any resolution of the Board.

(e)                Action on matters committed by these By-laws or resolution of the Board of Directors to another Committee of the Board.

Section 402. Quorum and Action. The Board may designate one or more Directors as alternate members of any Committee, who may replace any absent or disqualified member in any meeting of any committee. In the absence or disqualification of a Member of any Committee, the Member or Members thereof present at any meeting and not disqualified from voting, whether or not he/she or they act at the meeting in the place of any such absent or disqualified Member.

Section 403. Term of Office. Each Committee of the Board shall serve at the pleasure of the Board.

Section 404. Meetings of Committees. Meetings of the Committee Members may be called by the Chairman or any two (2) Members of the Committee and shall be held at such time and such place as shall be designated in the written notice calling the meeting or upon at least forty-eight (48) hours written notice. One-third (1/3) of the Committee Members shall be necessary to constitute a quorum at any meeting of the Committee, and any acts of the majority of those present shall be necessary to carry any action. Minutes of each meeting shall be kept and submitted to the Chairman of the Board of Directors of the Corporation, along with all reports and recommendations of the Committee.

Section 405. Baseball/Softball, Basketball, Soccer, and Field Hockey Committees. The Baseball/Softball, Basketball, Soccer, and Field Hockey Committees shall consist of as many Board Members as are deemed necessary to oversee the daily operation of the Baseball/Softball, Basketball, Soccer, and Field Hockey programs. Voting Members of the Corporation may also serve on one or more Committees established by the Board, on an advisory (non-voting) basis. Each Committee shall meet throughout the entire year to organize and perpetuate the goals of the Corporation and shall:

(a)                Report, through the Vice President of Operations, all recommendations;

(b)               Select, with approval of the Vice President of Operations, all league commissioners;

(c)                Prepare a preliminary budget for the upcoming year in time for the Board of Directors’ budget meeting in September;

(d)               Provide the Vice President of Equipment with a list of equipment needs for the upcoming season at least two (2) months in advance;

(e)                Maintain appropriate documentation containing all Committee functions detailing when things must be accomplished and the minutes of the meetings;

(f)                Direct tournament commitments for the Corporation’s teams;

(g)               Work with the Vice President of Administration in coordinating sponsor assignments to teams and leagues and provide the Vice President of Administration with game schedules for sponsors;

(h)               Be responsible for registration which shall include forms, staffing, and facilities;

(i)                 Submit contracts for school and other facilities;

(j)                 Select the Walt Dejewski Award winners (for Baseball/Softball and Basketball),  the Constance Applebee Award (for Field Hockey), and any award for Soccer based upon the respective Committee’s selection criteria;

and

(k)               Establish rules and regulations for each sport sponsored by the Corporation.

ARTICLE V - OFFICERS, DUTIES, AND POWERS

Section 501. The Officers. The officers of the Corporation (sometimes referred to as the “Executive Board”) shall consist of a President, Vice President of Administration, Vice President of Equipment, Vice President of Operations, a Secretary, and a Treasurer, and they shall be elected by the Board of Directors at its annual meeting to be held immediately following the adjournment of the annual meeting of the Voting Members. All officers elected shall hold office for a term of one (1) year and until their successors are duly elected. Officers of the Corporations shall be natural persons of full age and shall be elected from among the members of the Board of Directors. They shall have the authority and shall perform such duties as are provided by these By-laws and as from time to time be prescribed by the Board of Directors. Any number of such offices may be held by the same person. The Board of Directors may secure the fidelity of any or all of such officers by bond or otherwise.

Section 502. Removal of Officers. 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.

Section 503. The President. The President shall be responsible for conducting the affairs of the Corporation and for executing the policies established by the Board of Directors. He/she shall:

(a)                Present a report of the condition of the Corporation at the annual meeting of the Members and at other times as the Board of Directors shall deem appropriate;

(b)               Communicate to the Board of Directors such matters and make such suggestions as may, in his/her opinion, tend to promote the welfare of the Corporation;

(c)                Be responsible for the conduct of the Corporation in strict conformity to the policies, principles, rules, and regulations as required under these By-laws and the Articles of Incorporation of the Corporation;

(d)               Be the chief executive officer of the Corporation and shall preside at all meetings of the Members of the Board of Directors, and shall be an ex-officio member of all Committees;

(e)                Have the general powers and duties of supervision usually vested in the office of President;

(f)                Have the power to make and execute for and in the name of the Corporation such contracts, agreements, and leases, as may have received the prior approval of the Board and/or may delegate in writing such authority to other officers as he/she deems appropriate;

(g)               Investigate complaints, irregularities, and conditions detrimental to the Corporation and report thereon to the Board of Directors or Executive Board, as circumstances warrant; and

(h)               Prepare and submit an annual budget to the Board of Directors and be responsible for the proper execution thereof and also see that a copy is sent to Whitpain Township Park and Recreation Department.

Section 504. Vice President of Administration. The Vice President of Administration shall be responsible for all fund raising activities, the newsletter, and any other duties as assigned by the President or the Board of Directors. In the absence of the President, the Vice President of Administration will chair all meetings as assigned to the President.

(a)                Fund Raising. Fund raising shall include the sponsorship program, all fund raising activities, and any special fund raising activities.

(b)               Newsletter. The newsletter shall be published at periodic intervals under the direction of the Vice President of Administration.
In case of death or removal of the President, the Vice President of Administration will assume all duties of the President until a new President can be duly elected.
The Vice President of Administration may employ the help of other Members of the Board to help perform the duties of his/her office.

Section 505. Vice President of Operations. The Vice President of Operations shall:

(a)                Be responsible for overseeing the operations of the sports programs sponsored by the Corporation;

(b)               Be second in authority after the Vice President of Administration;

(c)                Be responsible for overseeing the performance and operations of the Sports Committees and appointing the chairs for each Committee; and

(d)               Also be responsible for all other duties as assigned by the President or the Board of Directors.

Section 506. Vice President of Equipment. The Vice President of Equipment shall:

(a)                Be responsible for the acquisition/purchasing, maintenance, distribution, and collection of equipment owned by the Corporation;

(b)               Maintain an inventory of all equipment and present a report at the annual meeting of Members and at such other times as the Board of Directors shall deem appropriate, showing the current status and condition of equipment; and

(c)                Be responsible for such other duties as assigned by the President or the Board of Directors.

Section 507. Secretary. The Secretary shall:

(a)                Be responsible for recording the activities of the Corporation and maintaining appropriate files, mailing lists, and necessary historical records;

(b)               Perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the office of Secretary or as may be assigned by the Board of Directors;

(c)                Maintain a list of all Player Members, Voting Members, Directors, and Committee Members, and give notice of all annual, regular, and special meetings of the Corporation;

(d)               Maintain the minutes of all meetings of the Members, Board of Directors, and Committees and cause them to be recorded in a book kept for that purpose;

(e)                Conduct all correspondence not otherwise specifically delegated in connection with said meetings and shall be responsible for carrying out all orders, votes, and resolutions, not otherwise committed; and

(f)                Shall notify the Members, Directors, Officers, and Committee Members of their election or appointment.

Section 508. Treasurer. The Treasurer shall keep all financial records of the Corporation and shall perform such duties as are herein specifically set forth in addition to such other duties as are customarily incident to the office of the Treasurer or as may be assigned by the Board of Directors.
The Treasurer shall:

(a)                Receive all monies and securities and deposit same in a depository approved by the Board of Directors;

(b)               Keep records for the receipts and disbursements of all monies and securities of the Corporation that had been approved by the Board of Directors;

(c)                Prepare an annual budget for submission to the Board of Directors at the annual meeting of the Board; and

(d)               Present the financial report at the annual meeting of Members under the direction of the President.

(e)                Prepare and submit federal, state, and local tax returns each year on a timely basis.

(f)                Prepare the necessary documents to register the Corporation as a legitimate charity with the State and assure that the status is current at all times.

(g)               Provide the sponsoring Township(s) or municipality(ies) with the necessary financial information of the Corporation including a tax return from the previous, fiscal year, and to submit annual requests to the sponsor for the  specific funds identified in the respective Township’s (municipality) Annual Budget.

Section 509. Annual Reports of Office. At each annual meeting of the Members, the President, Vice Presidents of Administration, Operations, and Equipment, and the Treasurer, shall each prepare in accordance with their respective position and duties, report showing:

(a)                The whole amount of real and/or personal property owned by the Corporation, where located and where and how invested;

(b)               The amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisitions;

(c)                The amounts applied, appropriated, or expended during the year immediately preceding such date, and the purposes, objects, and persons to or for which such applications, appropriations, or expenditures have been made; and

(d)               The names and places of residence of the persons, who have been admitted, as Members of the Corporation during the year.

ARTICLE VI - INDEMNIFICATION OF
DIRECTORS, OFFICERS, AND OTHER PERSONS

Section 601. Third Party Actions. The Corporation shall have the power to indemnify any person , who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he/she is or was a representative of the Corporation or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or not for profit, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) judgments, fines„ and amounts paid in settlement actually and reasonably incurred by him/her in connection with the action or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action or proceeding by judgment, order or settlement or conviction or upon a plea of nolo contender or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he/she reasonably believed to be in , or not opposed to, the best interest of the Corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his/her conduct was unlawful.

Section 602. Derivative Actions. The Corporation shall have the power to indemnify any person, who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that he/she is or was a representative of the Corporation, or is or was serving at the request of the Corporation, as a representative of another domestic or foreign corporation for profit, not for profit, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection with the defense or settlement of the action, if he/she acted in good faith, and in a manner, as to which the person has been adjudicated to be liable to the Corporation, unless and only to the extent that the court of common pleas of the judicial district embracing the county, in which the registered office of the Corporation is located, or the Court in which the action was brought, determines upon application, that despite the adjudication of liability but in view of all the circumstances of the case, that the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or other court deems proper.

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