BY-LAWS OF BETHEL PARK WRESTLING BOOSTERS, INC.
ARTICLE I
General
Section 1. Name.
The name of the Corporation shall be: Bethel Park Wrestling Boosters, Inc.
Section 2. Office.
The principal office of the Corporation shall be at such place or places as the Members may determine from time to time. The address of the registered and initial principal office of the Corporation shall be: c/o Kerri Hartman, 760 McMurray Road Bethel Park, PA 15102.
Section 3. Seal.
The Corporation shall have a seal which shall be circular in form and which shall contain an outer circle in the upper part of which shall appear the words "Bethel Park Wrestling Boosters, Inc." and in the lower part of which shall appear the word "Pennsylvania," within which outer circle there shall be an inner circle in which there shall appear the words "Nonprofit Corporation" and below those words the date "2004".
Section 4. Fiscal Year.
The fiscal year of the Corporation shall, unless otherwise determined by resolution of the Members, end on April 30 of each year. The Members may by resolution from time to time change the fiscal year of the Corporation.
ARTICLE II
Purpose / Policies
Section 1. Purpose.
The Corporation shall be a non-profit group as generally described in Section 501 (c)(7) of the Internal Revenue Code of 1986, as amended. It shall be organized and operated by the Members to promote, aid and provide financial contributions to the Bethel Park High School and Junior High School (the "Schools") varsity, junior varsity, and junior high wrestling teams (the "Teams"). The Corporation may also aid and assist other organizations associated with the Schools or the Teams with fund raising activities from which all or part of the funds will be directed to or for the benefit or promotion of the Teams. The Corporation shall also be authorized to carry on such additional business and activities consistent with foregoing purpose which are deemed appropriate by the Officers of the Corporation.
Section 2. Policies.
The Corporation shall be noncommercial, nonsectarian, nonpartisan and shall not engage in any activity that is discriminatory against any person based on race, color, creed, religion, national origin, age, handicap, gender or sexual orientation. The Corporation shall not engage in any activities other than those necessary to accomplish the Purposes described in Section I, above.
ARTICLE III
Members
Section 1. Members.
Membership shall be limited to parents and guardians of wrestlers participating on the Bethel Park High School or Junior High School wrestling teams during the school year. In addition, any adult can become a Member, provided that he or she is sponsored by two parent / guardian Members in good standing. Any Member so sponsored shall be a Member for the fiscal year sponsored. No certificates of membership shall be issued at any time.
Section 2. Fees / Dues.
The Corporation shall not assess dues or fees to any Member of the Corporation as a prerequisite to membership.
Section 3. Qualifications.
All powers vested in the Corporation by the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the ''NPCL"), shall be exercised by, or under the authority of, and (b) the business and affairs of the Corporation shall be managed by, or under the direction of, the Members of the Corporation. All Members of the Corporation must be natural persons twenty-one (21) years of age or older.
Section 4. Annual Meetings.
The meeting of the Members shall be held in April, or after the year end banquet, whichever occurs later,of each year for the purpose of conducting the following business:
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A review of the year's activities shall be presented by the President;
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The Treasurer shall present the financial report for the Corporation for the period ended March 31;
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The President shall present any anticipated plans for the coming year and ask the membership for suggestions and ideas in furtherance of the purpose of the Corporation;
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The nominees for officers shall be presented by the membership; and
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The officers for the coming year shall be elected.
Section 5. Special Meetings.
It is anticipated that regular meetings will be held throughout the year due to the many administrative and planning responsibilities necessary for the operation of the Corporation.
Section 6. Notice of Meetings.
The Members shall be notified, in writing, of the date, time and place of the annual meeting at least ten (10) days in advance of such meeting. The President, or a majority of the Members, shall have the authority to call any special meeting throughout the year for the officers and/or the members by giving at least forty-eight (48) hour written or verbal notice of the date time and place of such meeting.
Section 7. Voting.
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Any action of the Corporation requiring a vote (other than the election of officers, amendment of the By-Laws or dissolution of the Corporation) shall be voted on by a majority of the officers (ALL officers must vote) at any duly scheduled regular or special meeting of the officers. Each Board member holds the power of one (1) vote. If the vote ends in a tie, the President vote shall be the determining vote holding the weight of 2 votes. This action is only to break a tie vote.
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The Membership at large in attendance at any regular or special meeting shall have the right to nominate and vote for officers, propose and vote on amending the By-Laws or propose and vote on the dissolution of the Corporation at the regular annual meeting in April of each year.
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All annual meetings shall be conducted in accordance with the Roberts Rules of Order. All other special meetings may be conducted informally with the President presiding.
ARTICLE IV
Officers
Section 1.
The governing body of the Bethel Park Wrestling Boosters (BPWB) shall be the Board of Directors (BoD) which shall have the final approval of the BPWB’s activities and business affairs.
Section 2.
The Board of Directors shall consist of:
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President
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Vice President
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Secretary
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Treasurer
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Team Liaison/Community Outreach Coordinator
Section 3.
Number and Election.
The Members of the Corporation shall, at its annual meeting, elect a President, a Vice President, a Secretary, a Treasurer and a Team Liaison/Community Outreach Coordinator.. The election of any officer shall be made by a two thirds (2/3) vote of the Members in attendance at the annual meeting.
Section 4.
Qualifications and Requirements.
Any officer nominee must be a member of the Corporation in good standing. There shall at all times be at least one officer who is a parent or guardian of a student wrestling on the Bethel Park High School wrestling team and one parent or guardian of a student wrestling on the Bethel Park Junior High School wrestling team. No coach or assistant coach of the Teams may be nominated or appointed as an officer of the Corporation. A person may hold more than one office at the same time.
Section 5.
Term of Office / Vacancies.
The officers shall serve for a term of one year beginning on the first day of the month following the annual meeting. Any officer can be re-elected to serve for more than one term. In the event of a vacancy in any office or if no one is nominated for an office, the remaining officers shall appoint a replacement to fulfill the remaining term of the vacant position. Any position may be held by co-directors with the exception of the President.
Section 6.
President.
The President presides over meetings of the Board, suggests items for new business, sets agendas for Board meetings and General Membership meetings, decides who shall have the floor to speak during the meetings, communicates with the Coach/Coaching staff as appropriate regarding Board issues and Bethel Park Wrestling activities.
Section 7.
Vice President.
The Vice President assists the President as requested, would serve as action President if the President cannot serve.
Section 8.
Secretary.
The Secretary records the minutes of the Board meetings, conducts correspondence for the Board.
Section 9.
Treasurer.
The Treasurer receives all monies; keeps accurate records of cash flow receipts and disbursements; makes authorized payments’ prepares budget statements for distribution at Board and General Membership meetings. ·
Section 10.
Team Liaison and Community Outreach
Channels and communicates pertinent information between the team and community.
Section 11.
Compensation of Officers.
Officers, as such, shall not receive any salary for their services. All officers shall be entitled to prompt reimbursement for all expenses reasonably by them in the performance of their duties.
ARTICLE V
Execution of Documents
Section 1.
Checks, Notes, etc.
The President shall from time to time designate the officers or agents of the Corporation who shall have power, in its name, to sign and endorse checks and other negotiable instruments and to borrow money for the Corporation, and in its name, to make notes or other evidences of indebtedness.
Section 2.
Other Documents.
Unless otherwise authorized by the Members, all contracts, leases, deeds, deeds of trust, mortgages, and all other documents requiring the seal of the Corporation shall be executed for and on behalf of the Corporation by the President, or a Vice President, and the corporate seal shall be affixed by such person or at his direction, all of which shall be attested by the Secretary.
ARTICLE VI
Indemnification of Officers
Section 1.
Judgments, Fines, Settlements and Expenses.
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was an officer or agent of the Corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the act or failure to act giving rise to the claim for indemnification is not determined by a court to have constituted willful misconduct or recklessness.
Section 2.
Expenses.
To the extent that an officer or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section I of this Article VI or in defense of any claim, issue or matter therein, such person shall also be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
Section 3.
Nonexclusivity of Article VI.
The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled and shall continue as to a person who has ceased to be an officer or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE VII
Annual Report of Treasurer
At each annual meeting of the Members, an Annual Report prepared by the Treasurer and verified by the President of the Corporation shall be submitted to the Members, and shall be filed with the minutes of such annual meeting of the Members. The Annual Report shall be for the period ending March 31 and shall show in appropriate detail the following:
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The assets and liabilities of the Corporation as of the end of the fiscal year immediately preceding the date of the Report.
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The principal changes in assets and liabilities during the year immediately preceding the date of the Report.
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The revenue or receipts of the Corporation for the year immediately preceding the date of the Report.
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The expenses or disbursements of the Corporation, for both general and restricted (if any) purposes during the year immediately preceding the date of the Report.
ARTICLE VIII
Donations
The Corporation may accept gifts, donations, legacies, grants and/or other contributions in any amount and any form upon such terms and conditions as may be decided by the officers.
ARTICLE IX
Disposal upon Dissolution
Upon a two thirds (2/3) vote the Members, the Corporation shall distribute all of its remaining assets to or for the benefit of the Bethel Park Recreation Wrestling Boosters organization. If such organization does not exist, the remaining assets shall be distributed to the Bethel Park School District with instruction to use and apply the assets solely for the use of the Bethel Park High School and Junior High School wrestling teams.
ARTICLE X
Amendments to By-laws
The Members may adopt, amend or repeal these By-laws by a two-thirds (2/3) vote of all votes cast on the adoption, amendment or repeal at the annual meeting held each year. Any Member may introduce an amendment which can be discussed and voted upon at the annual meeting.