PREAMBLE
SECTION 1 - NAME
This Association shall be named, known and styled as
"The Brandywine Youth Club, Inc.".
SECTION 2 - SEAL
The Brandywine Youth Club shall have a seal, upon which shall be inscribed the name of the organization, the year of its creation, and words, "Incorporated Commonwealth of Pennsylvania".
SECTION 3 - MISSION
The goal of the Brandywine Youth Club is to provide an opportunity for the youth of our community to become involved in organized sports programs, regardless of individual ability. Through these programs the Brandywine Youth Club will strive to assist children in the development of social skills, athletic skills, and to have fun. The Board of Directors shall act as the leadership for the Club, and as such is answerable to the youth and parents of the organization, to be responsive to the needs and concerns of the community.
SECTION 4 - AGE ELIGIBILITY
Sports programs may be developed for children ages five and up. The specific age eligibility for each sport, such as the upper age limit and specific birthdates for eligibility in the program or on certain teams, shall be determined by the committee of each respective sport based on league rules and other relevant criteria and shall be subject to Board approval.
ARTICLE I
MEMBERSHIP
SECTION 1 - CRITERIA
Any person 18 years of age or older, who resides in the area of operation who is of good moral character shall be eligible for membership, regardless of race, creed, color, sex, or national origin, who meet the following criteria:
[A] Pays the annual dues, which are established by
the Board of Directors, or have such dues waived by
vote of the Board ; or
[B] Enrolls a child in any sport and pays the applicable
fee for that sport; or
[C] Has been named Honorary Life Member by vote of
the Board of Directors.
SECTION 2 - TERM
Membership shall be for a term of one year.
SECTION 3 - VOTING
Members shall have the right to vote on any issue on the agenda at the Annual Meeting of the Membership.
ARTICLE II
GOVERNING BOARD
SECTION 1 - GENERALLY
The property and business of this Association shall be governed and managed by the Board of Directors which shall consist of a maximum of eleven (11) members. Each member of the Board shall hold at least one officer position which shall include Chairperson, President, Vice President, Treasurer, Secretary, Sports Operations Coordinator, Financial Planning Coordinator, Public Relations Coordinator, Facilities Coordinator, Equipment Coordinator, and Auxiliary Representative. Each Board member shall be entitled to only one vote no matter how many officer positions he or she may hold.
SECTION 2 - ELIGIBILITY
Each member of the Board of Directors must be a member as defined in Article I. Each Board member must receive a "no record" report under Pennsylvania Act 34. A person nominated for President should have held another position on the Board in the past. A person nominated for Treasurer should possess an accounting or financial background. A person nominated for Auxiliary Representative should be a current or recent past member of the Auxiliary.
SECTION 3 - ELECTION
Elections to the Board for all positions shall be for a term of two years and shall be staggered so that not more than one-half of the Board positions shall be up for election in any year. All terms shall commence the first day of January following the date of the annual meeting at which they were elected. The Chairperson shall not be elected, but rather shall be the immediate past president. Any Board member may succeed himself/herself and/or run for re-election. Commencing with the annual meeting in November 2003, all Board members other than the President, Treasurer and Auxiliary Representative shall be elected at large. Board members elected at large shall assume such officer positions as those Board members may agree among themselves based on each person’s interests and talents. At an annual meeting where the position of President, Treasurer or Auxiliary Representative is up for election, persons shall be nominated to run for the position of President, Treasurer or Auxiliary Representative, as applicable, and the person receiving the most votes for such position shall win the election.
SECTION 4 - DUTIES
The duties of the officers enumerated in Article II Section 1 shall be as follows:
[A] Chairperson
The Chairperson shall be the immediate past president of the Association and shall act as parliamentarian at all meetings of the Board and at the Annual Meeting of the Membership. He or she shall be a member ex-officio of all committees within the Association.
[B] President
The President will be the Chief Executive Officer and will preside at the Annual Meeting of the Membership, and the meetings of the Board of Directors. He or she shall have general active management of the business of the Association, and shall see that all orders and resolutions of the Board of Directors are carried out, and shall execute all bonds, mortgages, and all contracts of this Association.
[C] Vice President
The Vice President shall be vested with all the powers and shall perform all of the duties of the President during the absence of the latter, and shall have such other duties as may, from time to time, be determined by the Board of Directors, and shall be a member ex-officio of all committees within the Association.
[D] Treasurer
The Treasurer, under the direction of the Board of Directors, shall have charge of all funds of the Association and shall deposit same in the name of the Association into depositories designated by the Board of Directors. He or she shall make a complete and accurate report of the finances of the Association at the Annual Meeting of the Membership, and at all meetings of the Board of Directors. The Treasurer shall make all records available for an audit in January of each year.
[E] Secretary
The Secretary will attend all meetings of the Board of Directors and the Annual Meeting of the Membership. The Secretary shall act as the clerk thereof, and shall record all votes and minutes of all proceedings in a book to be kept for that purpose. Such records shall be kept accurate and the Secretary shall be prepared to read same at the request of the presiding officer at any subsequent meeting. The Secretary shall post all notices of all meetings at the Club House, as may be required by the bylaws, and notify the Board of Directors of any special meetings. He or she shall be the custodian of the corporate seal, and of all the books and records of this Association. He or she shall maintain and update the membership list and shall be charged with the duty of affixing the seal on any Association document signed by the President.
[F] Equipment Coordinator and Committee
The Equipment Coordinator shall be the chairperson of, and be responsible for, the Equipment Committee which shall consist of at least one but not more than three members. Members of the Equipment Committee other than the Equipment Coordinator may, but need not be, members of the Board. The Equipment Committee shall oversee the purchase of all equipment and uniforms for all sports, and the allocation of said equipment and uniforms among the teams. It shall also be responsible for the maintenance, storage, and security of all such equipment and uniforms.
[G] Facilities Coordinator and Committee
The Facilities Coordinator shall be the chairperson of, and be responsible for, the Facilities Committee which shall consist of at least one but not more than three members. Members of the Facilities Committee other than the Facilities Coordinator may, but need not be, members of the Board. The Facilities Committee shall be responsible for the maintenance and repair of the grounds and buildings owned by the Association. It shall also be in charge of all improvements to the grounds and buildings, whether capital improvements or otherwise, and shall request funding for same from the Board of Directors. The Facilities Coordinator shall make a report to the Board of Directors at each meeting thereof, and shall file a written report for the Annual Meeting of the Membership.
[H] Financial Planning Coordinator and Committee
The Financial Planning Coordinator shall be the chairperson of, and be responsible for, the Financial Planning Committee which shall consist of at least one but not more than three members. Members of the Financial Planning Committee other than the Financial Coordinator may, but need not be, members of the Board. The Financial Planning Committee shall be responsible for the long-range financial planning of the Association as well as all fund raising activities,.including the procuring of team sponsors and collecting fees from sponsors. Specific sponsorships fees shall be approved by the Board of Directors. It also shall be responsible for insuring that no individual team and/or sport and/or member of this Association engages in any fund raising activity for that individual team or sport, which is strictly prohibited. The Financial Planning Coordinator shall file a report with the Board of Directors as requested, and shall file a written report at the Annual Meeting of the Membership.
[I] Public Relations Coordinator and Committee
The Public Relations Coordinator shall be the chairperson of, and be responsible for, the Public Relations Committee which shall consist of at least one but not more than three members. Members of the Public Relations Committee other than the Public Relations Coordinator may, but need not be, members of the Board. It shall also be responsible for the advertising of, and publicity for any of the Clubs’ activities, including maintenance of the Club’s website. It shall be responsible for the coordination of any advertisements for any individual sport or team and shall review and proof any press release to be issued for any sport or team. The Public Relations Coordinator shall make a report to the Board of Directors as requested, and shall file a written report of all sponsorship activities at the Annual Meeting of the Membership.
[J] Sports Operations Coordinator and Committee
The Sports Operations Coordinator shall be the chairperson of, and be responsible for, the Sports Operations Committee which shall consist of at least one but not more than three members. Members of the Sports Operations Committee shall include the commissioner of each sport and such other persons as the Sports Operations Coordinator may select. The Sports Operations Committee shall supervise the entire sports program and shall assist the individual commissioners in their duties. The Sports Operations Coordinator shall make a report to the Board of Directors at each meeting thereof, and each year shall present the nominations from each sports committee of each sports commissioner to the Board for Approval. Any member of the Sports Operations Committee is permitted to be an active coach or assistant coach. Any member of the Sports Operations committee shall not be a commissioner of any sport buy may, if absolutely necessary, be the general manager of a division.
Additional duties of the Sports Coordinator shall include:
(1) Field and gym utilization (procurement/assignment) of
the BYC facilities plus other facilities necessary for the
sports programs.
(2) Scheduling and coordinating sign-ups.
(3) Presenting to the Board of Directors any issues that
require Board action and/or discussion.
The Sports Operations Coordinator shall be responsible for bringing before the Board any grievance a particular member requests to be heard by the Board. The member shall then be given an appointed time to be heard by the Board of Directors (at which a quorum of the Board must be present). The Board shall have an opportunity to ask questions of the member presenting the grievance, as well as to hear from other parties that may be involved in the matter. The Board shall discuss and vote on the matter in private, and the decision of the Board shall be final and binding on all parties involved.
[K] Auxiliary Representative
The Auxiliary Representative shall represent the interests of the Auxiliary and shall act as liaison between the Association and Auxiliary in all pertinent matters.
SECTION 5 - MEETINGS
[A] Frequency - The Board of Directors shall meet at such times and places as the Directors shall determine but at least eight times per year, and shall also meet at the call of the President. The President shall call a special meeting of the Board of Directors upon the request of five members of the Board. Each Director shall be entitled to one week notice of any special meeting.
[B] Quorum - Sixty percent (60%) of the members of the Board of Directors shall constitute a quorum.
[C] Attendance - Unless expressly excused by the Board, any member of the Board of Directors who is absent from three consecutive meetings shall be deemed to have resigned from the Board of Directors and his membership thereon shall immediately terminate. The vacancy thereby created shall be filled in accordance with the provisions of Article VI Section 5. Even if expressly excused by the Board, any member absent from three consecutive meetings shall not have voting power at the first meeting at which he/she returns.
[D] Offices and Votes - A person may hold more than one office of the Board of Directors. He or she shall nevertheless have only one vote regardless of the number of offices held.
ARTICLE III
DUES
Each member shall be required to pay yearly dues as determined by the Board of Directors.
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ARTICLE IV
AREA OF OPERATION
SECTION 1 - GENERALLY
The area of operation for the youth activities of the Association shall include the Borough of Chester Heights, the Townships of Bethel, Chadds Ford, Concord, and Thornbury in Delaware County. Chadds Ford zip code 19317 is entirely eligible regardless of township affiliation.
SECTION 2 - ELIGIBILITY LOSS
Reserved
.
SECTION 3 - EXCEPTIONS
The Board of Directors may approve exceptions to these boundaries as the need arises but any such exceptions are to have a one season duration.
ARTICLE V
ANNUAL MEETING OF THE MEMBERSHIP
SECTION 1 - TIME AND PLACE
There shall be an Annual Meeting of the Membership of the Association, which shall be held in the Club House on the first Wednesday of November each year, unless the Board of Directors, by resolution duly passed, shall change the time or place of the meeting. In the event of such change, notice of the time and place of such meeting shall be posted at the Club House on or before October 15.
SECTION 2 - AGENDA
The Association shall post an agenda for the Annual Meeting at the Club House on or before October 27. Any general member
in good standing may submit to the President, in writing, by October 10, in advance of the Annual Meeting, any resolution
on which the member desires a vote to be taken at the Annual Meeting.
The President shall, by October 15, notify the member
whether the resolution will be included on the agenda of the meeting.
If the member is notified that the proposed resolution will not be included on the agenda, then the proposed resolution shall be included on the agenda upon submission of a written request therefor, signed by at least ten members, and received by the President by October 20.
Any member of the Board of Directors may place an item on the agenda at any time prior to the Annual Meeting, provided that the inclusion of said item is approved by a majority of the Board of Directors.
SECTION 3 - ORDER OF BUSINESS
The order of business at the Annual Meeting shall be as follows:
1. Reading of minutes of previous Annual Meeting
2. Reports of officers and committees
3. Election or announcement of Officers and Directors
4. Other Agenda Items
5. Address of President Elect
6. Adjournment
SECTION 4 - GOVERNING PROCEDURE
The proceedings at the Annual Meeting of the Membership shall be governed by Roberts Rules of Order, Revised.
SECTION 5 - QUORUM
Ten members present at the Annual Meeting of the Membership shall constitute a quorum for the transaction of business.
SECTION 6 - ADJOURNMENT, CONTINUATION AND RECONVENIENCE
Any Annual or Special Meeting of the Membership at which a quorum for the transaction of business is not present may be adjourned and reconvened at another place, date and time by the President. Notice of such reconvened meeting shall be posted at the Club House at least ten (10) days before the reconvened meeting. Any Annual or Special Meeting of the Membership at which a quorum for the transaction of business is present may be adjourned, continued and reconvened at another place, date and time by vote of a majority of Membership present and voting. Notice of such adjourned, continued and reconvened meeting need not be given.
SECTION 7 - SPECIAL MEETINGS OF MEMBERSHIP
A Special Meeting of the Membership may be called by the President for the purpose of conducting any business proper for a meeting of the Membership. Notice of such Special Meeting shall be posted at the Club House at least fifteen (15) days prior to the date of the Special Meeting. Such notice shall specify the date, time and place of such Special Meeting and the agenda therefor.
ARTICLE VI
NOMINATION AND ELECTION
SECTION 1 - TIME AND PLACE
The nomination and election of officers and directors shall be held at the Annual Meeting of the Membership.
SECTION 2 - FINAL CANDIDATES
A list of candidates shall be at the Club House prior to the Annual Meeting of the Membership, however, nominations will not be considered closed until the vote is called.
SECTION 3 - METHOD OF VOTING
Voting shall be oral or by written ballot, as the members present shall, by majority vote, direct.
SECTION 4 - ELECTION PROCESS
The nominee for each office receiving the highest number of votes shall be declared elected. Any nominee that runs unopposed must receive the affirmative vote of a majority of the Membership present and voting at a meeting for the election of directors in order to be elected.
SECTION 5 - VACANCIES
Any vacancy in any office on the Board of Directors shall be filled by the Board. Nominations to fill such vacant office shall be presented to the Board. The vacant office shall be filled by the nominee with the most votes cast by members of the Board or, if there is only one nominee, by the affirmative vote of a majority of the Board. Any person appointed to fill a vacancy shall serve until the end of the calendar in which he/she was appointed.
ARTICLE VII
COMMITTEES
SECTION 1 - GENERALLY
There shall be such standing and special committees as the Board of Directors shall, by majority vote, establish, and said committees shall perform such functions as directed by the Board of Directors.
SECTION 2 - SPORTS COMMITTEES
[A] Sports Committees - Each Sports Committees shall be supervised by the Sports Operations Committee shall have such committee members as are approved by the Board of Directors. Each Sports Committee shall recommend a plan for the supervision of the individual sports program. Each Sports Committeeshall report to the Sports Operations Committee, as necessary. The Sports Operations Committee shall report to the Board of Directors as required.
1. Baseball Committee - There shall be a Baseball Committee chaired by the Baseball Commissioner and shall have such committee members as are approved by the Board of Directors. The Baseball Committee shall have the responsibility of developing all aspects of the BYC baseball program. The Committee?s function is to make recommendations only. The establishment of any rules and regulations shall be solely within the province of the Board of Directors.
2. Basketball Committee - There shall be a Basketball Committee chaired by the Basketball Commissioner and shall have such committee members as are approved by the Board of Directors. The Basketball Committee shall have the responsibility of developing all aspects of the BYC basketball program. The Committee?s function is to make recommendations only. The establishment of any rules and regulations shall be solely within the province of the Board of Directors.
3. Cheerleading Committee - There shall be a Cheerleading Committee chaired by the Cheerleading Commissioner and shall have such committee members as are approved by the Board of Directors. The Cheerleading Committee shall have the responsibility of developing all aspects of the BYC cheerleading program. The Committee?s function is to make recommendations only. The establishment of any rules and regulations shall be solely within the province of the Board of Directors.
4. Football Committee - There shall be a Football Committee chaired by the Football Commissioner and shall have such committee members as are approved by the Board of Directors. The Football Committee shall have the responsibility of developing all aspects of the BYC football program. The Committee?s function is to make recommendations only. The establishment of any rules and regulations shall be solely within the province of the Board of Directors.
5. Soccer Committee - There shall be a Soccer Committee chaired by the Soccer Commissioner and shall have such committee members as are approved by the Board of Directors. The Soccer Committee shall have the responsibility of developing all aspects of the BYC soccer program. The Committee?s function is to make recommendations only. The establishment of any rules and regulations shall be solely within the province of the Board of Directors.
6. Softball Committee - There shall be a Softball Committee chaired by the Softball Commissioner and shall have such committee members as are approved by the Board of Directors. The Softball Committee shall have the responsibility of developing all aspects of the BYC softball program. The Committee?s function is to make recommendations only. The establishment of any rules and regulations shall be solely within the province of the Board of Directors.
7. Wrestling Committee - There shall be a Wrestling Committee chaired by the Wrestling Commissioner and shall have such committee members as are approved by the Board of Directors. The Wrestling Committee shall have the responsibility of developing all aspects of the BYC wrestling program. The Committee?s function is to make recommendations only. The establishment of any rules and regulations shall be solely within the province of the Board of Directors.
8. Volleyball Committee - The Volleyball Committee shall have the responsibility of developing all aspects of the BYC volleyball program. The Committee’s function is to make recommendations only. The establishment of any rules and regulations shall be solely within the province of the Board of Directors.
9. Lacrosse Committee - The Lacrosse Committee shall have the responsibility of developing all aspects of the BYC lacrosse program. The Committee’s function is to make recommendations only. The establishment of any rules and regulations shall be solely within the province of the Board of Directors.
ARTICLE VIII
DIRECTORS LIABILITY AND INDEMNIFICATION
SECTION 1 - GENERALLY
No Director of the Association shall be personally liable for monetary damages for any action taken, or any failure to take any action, unless: (i) he or she has breached the standards set forth in Title 42, Chapter 83 §8363 of the Pennsylvania Consolidated Statutes relating to performing of fiduciary duties, and (ii) such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The foregoing limitation of liability shall not apply to the responsibility or liability of any person either pursuant to any criminal statute or for the payment of taxes pursuant to local, state, or federal law. If the Pennsylvania Consolidated Statutes is hereafter amended to authorize the further elimination or limitations of liability of corporate fiduciaries, then the liability of a director, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Pennsylvania Consolidated Statutes.
SECTION 2 - INSURANCE
The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee, agent, fiduciary or representative of the Association or another subsidiary or related corporation, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the laws of the Commonwealth of Pennsylvania.
ARTICLE IX
AUXILIARY
SECTION 1 - GENERALLY
The Brandywine Youth Club, Incorporated, shall have within its organization an Auxiliary, organized with elected officers. They shall sponsor and support programs within the Association, but shall be governed by the Board of Directors.
SECTION 2 - MEMBERSHIP
Membership in the Auxiliary will be governed pursuant to the bylaws of the Auxiliary.
Active membership in the Auxiliary shall not be construed to be membership in this Association. To be a member of this Association, a member of the Auxiliary shall comply with the requirements of Article I of these bylaws.
SECTION 3 - AUXILIARY REPRESENTATIVE
The Auxiliary shall nominate each year one or more of its members for election to the Board of Directors of this Association at the Annual Meeting of Membership. Such representative of the Auxiliary must be a member of this Association pursuant to Article I of these bylaws.
ARTICLE X
GENERAL PROVISIONS
SECTION 1 - DUES
Annual dues shall be determined from time to time by the Board of Directors.
SECTION 2 - FISCAL YEAR
The fiscal year of the Association shall be January 1 of each year until December 31 of that same year.
SECTION 3 - FUND RAISING
Fund raising shall be the exclusive function of the Board of Directors, and any fund raising activity for any individual team and/or sport is expressly prohibited.
SECTION 4 - BONDS
The Board of Directors will require the Financial Manager and Treasurer to be bonded for such amounts as it shall deem necessary, premiums on said bonds shall be paid for by the Association.
SECTION 5 - SIGNATURE
All checks given in payment of any debt or obligation of the Association shall contain the signature of the person holding either the office of President or Treasurer.
SECTION 6 - AUTHORITY TO BIND THE ASSOCIATION
No individual member of the Association nor officer of the Association shall have the prior approval to contract for or incur any debt as agent or to obligate this Association for any amount. Any member or officer seeking funding for any specific project or program shall make such requests to the Board of Directors, and receive prior approval from the Board. Any violation of this section shall be cause for the immediate suspension and/or removal from office of any member. In addition, the Board of Directors may impose personal liability on an individual for unauthorized acts found to be in violation of the provisions of this section.
ARTICLE XI
AMENDMENTS
These bylaws may only be amended at the Annual Meeting of the Membership provided that notice of any proposed amendment has been posted with the agenda for the Annual Meeting, and that the amendment receives the vote of two-thirds of those present at the Annual Meeting.
ARTICLE XII
EFFECTIVE DATE
The bylaws of this Association as amended this date, shall take effect immediately.