(a Pennsylvania non profit corporation)
* * * * *AMENDED AND RESTATED BY-LAWS (Approved: 3, December 2012) * * * * *
Section 1.1. Name. The name of the corporation shall be Gym Dandys Gymnastics Association.
Section 1.2. Registered Office. The registered office shall be located at 345 Meadowlands Boulevard, Washington, Pennsylvania 15301, Commonwealth of Pennsylvania.
Section 1.3. Other Offices. The Association (as defined below) may also have offices at such other places as the board of directors may from time to time determine if declared and posted ten (10) days in advance.
The Association shall have unlimited powers to engage in and do any lawful act which is granted or may be granted to non-profit corporations by the Pennsylvania Nonprofit Corporation Law of 1988, or any successor legislation (the “Act”).
Section 3.1. Association shall mean Gym Dandys Gymnastics Association.
Section 3.2. Family shall be defined as parent(s) or legal guardian(s) of the Team Members (as defined below).
Section 3.3. Member(s) shall mean all members admitted to the Association pursuant to Article 4.
Section 3.4. Team Member shall mean the legal dependents of the Members utilizing the gymnastic facilities at the gym known as Gym Dandys.
Section 3.5. Quorum shall mean (i) with respect to the Members, twenty percent (20%) of the Members entitled to vote, present in person or represented by proxy, or (ii) with respect to the board of directors, a majority of the board of directors present in person or participating by telephone in accordance with Section 6.9 hereof.
Section 4.1. Members. All Members of the Association shall have equal voting rights and other rights and interests. There shall be up to two (2) Members allotted per Family of the Team Member(s).
Section4.2. Admission of Members. Members shall be admitted automatically upon a Team Members admission to a gymnastic team at Gym Dandys.
Section4.3. Dues. All Members shall pay annual dues in such amounts and payable at such times as the board of directors may recommend. The dues for the Members shall be fixed from time to time by the Board of Directors.
Section 4.4. Fundraising Participation. All Members shall participate in each of the Member-participation required fundraising activities approved by the board of directors for each fiscal year. For each such fundraising activity, the board of directors shall establish a required quantity or dollar value of items that must be sold by each Family (the “Allocated Participation Level”). At its discretion, the board of directors may, but need not, establish for any individual fundraising activity a monetary contribution amount that a Family may contribute to the Association in lieu of participating at the Allocated Participation Level in said fundraising activity (the “Alternate Contribution”). As used in this Section 4.4, “participate” shall mean that, for each Member-participation required fundraising activity approved by the board of directors in a given fiscal year, each Family shall be required to either: (a) participate in said fundraising activity at the Allocated Participation Level; or (b), if applicable for the specific fundraising activity, contribute the Alternate Contribution amount to the Association. The fundraising participation requirement of this Section 4.4 shall be an annual obligation of each Member such that no credit or debit based on any Member’s participation in fundraising activities in one fiscal year shall carry over to expand or contract the Member’s obligation to participate in fundraising activities for the next fiscal year. The board of directors shall determine how funds raised in fundraising activities are to be spent based on the annual needs and expenses of the Association and Members are not entitled to share equally or proportionally in Association funds, whether raised by Member-participation fundraising activities or otherwise.
Discipline of Members
Section 5.1. Suspension. The board of directors may suspend all rights and privileges of any Member who shall be in default in the payment of any sums due for a period in excess of sixty (60) days after a bill therefor has been given. The board of directors may also suspend any Member’s rights and privileges for such period of time as it deems appropriate by reason of such Member conducting himself in an unbecoming manner or for otherwise violating the rules and regulations of the Association as adopted by the board of directors.
Section 5.2. Expulsion. The Board of Directors may determine to seek expulsion, or such other lesser sanctions as it deems appropriate, including suspension of any Member for cause. For the purposes of this Section, the term “cause” as applied to conduct of a Member shall mean any of the following: 5.2.1. Default. Being in default in the payment of any sums due for a period in excess of three months after a bill therefor has been given. 5.2.2. Multiple Default. Being in default of any sums due on two occasions in any twelve month period or on three occasions in any twenty-four month period. 5.2.3. Felony. Conviction of a felony. 5.2.4. Violation of Rules. Repeated or extreme violation of the rules and regulations of the Association as adopted by the board of directors from time to time. 5.2.5. Detrimental Conduct. Detrimental conduct is defined as conduct of a Member which the board of directors shall find to be detrimental to the best interests of the Association.
Section 5.3. Hearing. No Member shall be expelled without a hearing which shall be conducted on no less than ten (10) days’ notice in writing to such Member. The notice shall state the charges for expulsion and the time and place of the hearing thereon. All rights and privileges of the Member shall be suspended from the date of such notice until final disposition of the matter. Such Member shall have the right to be present at the hearing and may elect to be heard orally or in writing.
Section 5.4. Decision of Board of Directors. If, at such hearing, the board of directors shall determine that the Member’s conduct constitutes cause for expulsion, it shall notify such Member of its decision. Said expulsion shall take effect immediately upon the decision of the board of directors.
Meetings of Members
Section 6.1. Meetings. All meetings of the Members shall be held at the registered office or such other places, either within or (out of) the Commonwealth of Pennsylvania, as the board of directors may from time to time determine if declared and posted ten (10) days in advance.
Section 6.2. Annual Meetings. An annual meeting of the Members shall be held to elect the board of directors at such time and place as shall be determined, from time to time, by resolution of the board of directors. If the annual meeting shall not be called and held within six (6) months after the designated time, any Member may call such meeting at any time thereafter. Elections for directors shall be by written ballot.
Section 6.3. Notice of Annual Meetings. Written notice of the annual meeting specifying the place, date and hour of the annual meeting shall be given at least five (5) days prior to the meeting.
Section 6.4. Special Meetings. Special meetings of the Members, for any purpose or purposes, other than those regulated by the Act may be called at any time by any two (2) officers, the board of directors, or ten percent (10%) of the Members, upon written request delivered to the secretary of the Association. Upon receipt of any such request it shall be the duty of the secretary to fix the time of the meeting, which shall be held not less than ten (10) days nor more than sixty (60) days thereafter, as the secretary may fix. If the secretary shall neglect or refuse to fix the date of the meeting, the person or persons calling the meeting may do so.
Section 6.5. Notice of Special Meetings. Written notice of any special meeting of the Members, stating the place, date and hour and the general nature of the business to be transacted at the meeting, shall be given by the secretary to each Member entitled to vote at least five (5) days before such meeting, unless a greater period of notice is required by the Act.
Section 6.6. Business at Meetings. Business transacted at all special meetings shall be confined to the business stated in the written notice.
Section 6.7. Quorum at Meetings. A Quorum shall be necessary at all meetings of the Members for the transaction of business, except as otherwise provided by the Act or by the articles of incorporation. If, however, any meeting of Members cannot be organized because a Quorum is not in attendance, the Members entitled to vote thereat, present in person or by proxy, shall have power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine. At any adjourned meeting at which a Quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.
Section 6.8. Questions at Meetings. When a Quorum is present or represented at any meeting, the vote of a majority of the Members having voting powers, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one which, by express provision of the Act or of the articles of incorporation or of these bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 6.9. Number of Votes. (a) Each Member in good standing and entitled to vote shall be entitled to one (1) vote on each matter submitted to a vote of the Association except as specified in subsection (b) of this Section 6.9. (b) In each election of directors every Member in good standing and entitled to vote shall have the right to multiply the number of votes to which he/she may be entitled by the total number of directors to be elected in the same election, and may cast one such vote for one candidate or he/she may distribute them among candidates. The candidates receiving the highest total number of votes up to the number of directors to be elected in the same election shall be elected.
Section 6.10. Proxies. Every Member entitled to vote at a meeting of Members may authorize another person or persons to act for him or her by proxy, either to vote at a meeting or to sign a written consent. Every proxy shall be executed in writing by the Member, or by his or her duly authorized attorney in fact, and filed with the secretary of the Association. Each and every proxy shall be revocable at will, not-withstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the secretary of the Association. No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy be voted on or after three (3) years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the secretary of the Association.
Section 6.11. List of Members. The secretary of the Association shall make, at least five (5) days before each meeting of Members, a complete list of the Members entitled to vote at the meeting, arranged in alphabetical order, with the address of each, which list shall be kept on file at the registered office of the Association and shall be subject to inspection by any Member during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting.
Section 6.12. Nomination of Directors. The directors may provide a fair and reasonable procedure for the nomination of candidates for director. In such event, only candidates nominated in accordance therewith shall be eligible for election as director.
Section 6.13. Participation in Meeting by Telephone. One or more Members may participate in a meeting 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, and all Members so participating shall be deemed present in person at the meeting.
Section 6.14. Informal Action by Members. Except as otherwise provided in the articles of incorporation any action required to be taken at a meeting of the Members may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the Members who would be entitled to vote at a meeting for such purpose and shall be filed with the secretary of the Association.
Section 7.1. Number of Directors. The number of directors which shall constitute the whole board shall be not less than nine (9). Directors shall be natural persons of full age and need not be residents of Pennsylvania or Members in the Association, however if such director is a Member of the Association he or she must be in good standing at all times during his or her term as director. Except as hereinafter provided in the case of vacancies, directors (other than those constituting the first board of directors) shall be elected by the Members. Each director shall be elected to serve a term of two (2) years and shall hold office until the expiration of the term and until his/her successor has been elected.
Section 7.2. Powers. The property and business of the Association shall be managed by the board of directors which may exercise all of the powers of the Association specifically set out in the articles of incorporation and these by-laws and shall have jurisdiction and control over all matters pertaining to the care, conduct, control, supervision and management of the Association and its finances. Such powers include, but are not limited to: Establishing dues and assessments for the Members Establishing rules and regulations regarding Members Establishing fundraising policies and traveling policies. Approving fees of the Association, such as maintenance and rental fees and competition fees. Approving compensation of the coaches. Adopting funding policies. Establish and enforcing penalties for violations of any rules, regulations or by-laws of the Association or non-payment of dues, charges or assessments. Adoption of a handbook to be distributed to all Members.
Section 7.3. Removal or Resignation of Directors. Any director may be removed from office, with or without cause, by a majority vote of the board of directors entitled to vote thereon. Any director may resign his or her office by giving thirty (30) days prior written notice to the secretary of the Association.
Section 7.4. Vacancies. Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, shall be filled by the nominees from the previous election of the board of directors who had the highest number of votes without being elected, and each person so elected shall be a director until his successor is elected by the 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 prior thereto.
Section 7.5. Meetings of the Board. Regular meetings of the board of directors shall be held at least once per month, at such time and place as shall be determined from time to time by the President. Notice of each regular meeting of the board of directors shall specify date, place and hour of the meeting and shall be given to each director at least ten (10) days before the meeting either personally, by mail or by facsimile.
Section 7.6. Place of Meetings. Except as otherwise provided by statute, for the organizational meeting of initial directors named in articles of incorporation, the first meeting of each newly elected board may be held at the same place and immediately after the annual meeting of the Members at which such directors were elected and no notice need be given to the newly elected directors in order legally to constitute the meeting; or it may convene at such time and place as may be fixed by the consent or consents in writing of all the directors.
Section 7.7. Special Meetings. Special meetings of the board may be called by the president on 24 hours notice to each director, either personally, by mail or facsimile; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Notice of each special meeting of the board shall specify the date, place and hour of the meeting. The notice need not state the general nature of the business to be conducted at such special meeting.
Section 7.8. Quorum. At all meetings of the board a Quorum is necessary for the transaction of business, and the acts of a majority of the directors present shall be the acts of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation or by these by-laws. If a Quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted other than by announcement at the meeting at which such adjournment is taken.
Section 7.9. Committees of Directors. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Association. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee to the extent provided in such resolution or in the by-laws, shall have and may exercise all of the powers and authority of the board of directors, except that no such committee shall have any power or authority as to the following: (i) the submission to the Members of any action requiring approval of Members under this article; (ii) the filling of vacancies in the board of directors; (iii) the adoption, amendment or repeal of the by-laws; (iv) the amendment or repeal of any resolution of the board; (v) action on matters committed by the by-laws or resolution of the board of directors to another committee of the board. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a Quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.
Section 7.10. Participation in Meeting by Telephone. One or more directors may participate in a meeting of the board or of a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all directors so participating shall be deemed present at the meeting.
Section 7.11. Informal Action by Directors or Committees. Any action which may be taken at a meeting of the directors or of the members of a committee of the board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors or the members of the committee, as the case may be, and shall be filed with the secretary of the Association.
Section 7.12. Compensation. Directors shall serve without compensation.
Section 8.1. Officers. The officers of the Association shall be chosen by the directors and shall be a president, a vice president, a secretary and a treasurer. The president and secretary shall be natural persons of full age; the treasurer may be a corporation, but if a natural person, shall be of full age.
Section 8.2. Election of Officers. The board of directors, immediately after each annual meeting of Members, shall elect a president, a vice president, a secretary and a treasurer.
Section 8.3. Other Officers. The board of directors may also choose such other officers and assistant officers and agents as the needs of the Association may require who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be determined by resolution of the board.
Section 8.4. Salaries. The salaries of all officers and agents of the Association, if any, shall be fixed by the board of directors.
Section 8.5. Term, Resignation or Removal. The officers of the Association shall hold office until their successors are chosen and have been qualified. Any officer or agent elected or appointed by the board of directors, may be removed by the board of directors whenever in its judgment the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.
Section 8.6. President. The president shall preside at all meetings of the Members and directors and shall see that all orders and resolutions of the board are carried into effect.
Section 8.7. Vice President. The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties as the board of directors or executive committee may prescribe or the president may delegate to him or her.
Section 8.8. Secretary. The secretary shall attend all sessions of the board and all meetings of the Members and record all the votes of the Association and the minutes of all the transactions in a book to be kept for that purpose and shall perform like duties for the executive and other committees of the board of directors when required. The secretary shall give, or cause to be given, notice of all meetings of the Members and of special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors. The secretary shall keep in safe custody the corporate seal of the Association and, when authorized by the board, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.
Section 8.9. Treasurer. The Treasurer shall keep full, accurate accounts of receipts and disbursements, all books belonging to the Association and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the board of directors. The Treasurer shall disburse the funds of the Association as ordered by the board of directors, get proper vouchers for such disbursements, shall render to the President and board of directors at the regular meeting of the board of directors, or whenever they may require, an account of all transactions as Treasurer and of the financial condition of the Association. The Treasurer shall be responsible for ensuring the preparation and the timely filing of all income or other tax returns required by applicable law.
Fixing Record Date
Section 9.1. Record Date. The board of directors may fix a time, not more than seventy (70) days prior to the date of any meeting of Members or any adjournment thereof as a record date for the determination of the Members entitled to notice of, and to vote at, any such meeting. In such case only Members of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting, notwithstanding any increase or other change in membership on the books of the Association after any record date fixed as aforesaid. If no such record date is fixed, the record date for determining Members entitled to notice of or vote at a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining Members entitled to express consent or dissent to corporate action in writing without a meeting, where no prior action by the board of directors is necessary, shall be the day on which the first written consent or dissent is expressed. The record date for determining Members for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
Section 10.1. Subventions. The corporation shall be authorized by resolution of the board of directors to accept subventions from Members or nonmembers on terms and conditions not inconsistent with statute, and to issue certificates therefor.
Section 11.1. Financial Report to Members. The directors of the Association shall present annually to the Members a report, the contents of which are prescribed in Section 5553 of the Act, a copy of which report shall be filed with the minutes of the annual meeting of Members.
Section 11.2. Checks and Notes. All checks and demands for money and notes of the Association shall be signed by such officer or officers as the board of directors may from time to time designate. Only one signature shall be required on all checks.
Section 11.3. Fiscal Year. The fiscal year of the Association shall be from July 1 to June 30.
Section 11.4. Seal. The corporate seal shall have inscribed thereon the name of the Association, the year of its organization and the words “Corporate Seal, Pennsylvania”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 11.5. Notices. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any person, it may be given to such person, or to an agent authorized in writing by such person to accept service thereof, either personally or by sending a copy thereof by facsimile, first class mail, postage prepaid, to his address appearing on the books of the Association or, in the case of directors, supplied by him to the Association for the purpose of notice. If notice is sent by mail, it shall have been 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 the Act.
Section 11.6. Waiver of Notice. Whenever any written notice is required to be given by statute or by the articles of incorporation or by these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent of the giving of such notice. Except in the case of a special meeting of Members, neither the business to be transacted nor the purpose of the meeting need be specified in the 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.
Section 11.7. Indemnification. The Association shall have the power to indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including actions by or in right of the Association to procure a judgment in its favor) by reason of the fact that he is or was a representative of the Association, or is or was serving at the request of the Association as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with the action or proceeding, if such person has been successful on the merits or otherwise in any such action, or upon a determination in the specific case that such indemnification is proper in the circumstances because he has met the standard of conduct applicable in Section 5741or Section 5742 of the Act. The Association may purchase and maintain insurance for the purpose of indemnification on behalf of any or all persons to the full extent permitted under Section 5747 of the Act.
Section 11.8. Dissolution. Upon the dissolution of the Association, the board of directors shall, after paying or making provision for the payment of all the liabilities of the Association, distribute all remaining assets of the Association in such manner as the board of directors shall determine to any organization qualified for tax exemption within the meaning of Section 501(c)(3) of the Internal Revenue Code and operated exclusively for the purposes described in Section 170(c)(2)(B) of the Internal Revenue Code. Any of the assets not so distributed shall be distributed by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for the aforesaid purposes or to such qualified organization or organizations as said Court shall determine. Under no circumstances shall any such assets be distributed, upon dissolution, upon sale of substantially all of the assets, or otherwise, to directors, officers or employees of the Association.
Section 12.1. Amendments. The by-laws may be altered, amended or repealed by a majority vote of the Members entitled to vote at any meeting duly convened after notice to the Members of that purpose. The by-laws may also be altered, amended or repealed by a majority vote of the directors in office of the board of directors at any regular or special meeting duly convened, however such action is subject to the power of the Members to change such action. The board of directors may not alter, amend or repeal any sections of the by-laws relating to certain subjects committed exclusively to the Members as described in Section 5504(b) of the Act.