Amberson Athletic Association & Community Center

BY-LAWS 
THE AMBERSON ATHLETIC ASSOCIATION

(revised 2/14/2011)
ARTICLE  I
Purpose
The purpose of the corporation is to promote social, recreational, and historical interests among residents and their families of Amberson Valley and Path Valley located partly in Franklin county and partly in Mifflin County, Pennsylvania; to strengthen friendships among residents and non-residents of the valleys and to maintain grounds and building for the use and enjoyment of the community.

ARTICLE  II
Membership
Section 1.    Any person of the age of 18 years or older of good moral character who resides in or was a native of Amberson Valley, Franklin County,  Pennsylvania, shall be eligible for membership.  Amberson Valley is defined as  beginning at the Southern most point, the intersection of State Route 641 and State Route 641 (truck route), at the turnpike overpass, extending North to the Perry County, Pennsylvania line on the second narrows road.  East to the point of intersection of State Route 641 and State Route 641 (truck route) on Timmons Mountain and West along the summit of Tuscarora Mountain.

Section 2.    Membership will terminate in this Corporation on any of the following events, and for no other reason:
                        (1)  Receipt by the Board of Directors of the written resignation of a member, executed by such member or his duly authorized attorney-in-fact.
                        (2)  The death of a member.
                        (3)  The failure of a member to pay his annual dues on or before the due date; or
                        (4)  For cause, inconsistent with membership, after notice, trial and conviction.     
However, a member terminating membership status for reasons other than (2) above may be completely and automatically reinstated if correcting the cause of termination before formal adoption by the Board of Directors of a resolution acknowledging such termination.     

ARTICLE III
Dues
Each member is required to pay dues in the sum of Five Dollars ($5.00) annually, due June 1st of each year.

ARTICLE IV
Principle Office of Corporation
The principle office of this corporation shall be 19289 Amberson Rd, Amberson, Franklin County, Pennsylvania 17210.

ARTICLE V
Meetings 
Section 1.    A general membership meeting shall be held monthly, on the second Monday of the month at the Amberson Community Center at six-thirty o’clock p.m.

Section 2.    The Board of Directors shall meet at least once per month at the Amberson Community Center or elsewhere as may be determined periodically by the Board pursuant to resolution adopted.

Section 3.    Special meetings of the general membership may be called by the President whenever he/she shall deem necessary or at the written request of three members of the Board.

Section 4.    Special meetings of the Board of Directors shall be called by the President whenever he/she shall deem necessary or at the  written request of three members of the Board.

Section 5.    Minutes of general membership meetings shall be posted within seven days of each such meeting at the Amberson Community Center and The Amberson Post Office.

Section 6.    Any action required by law or under the Articles of Incorporation of this Corporation of these Bylaws, or any action which otherwise may be taken at a meeting of either the members or Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all the persons entitled to vote with respect to the subject matter of the consent or all Directors in office, and filed with the Secretary of the Corporation.

ARTICLE VI
Notices
Section 1.    Notices of all regular meetings of the general membership and the Board of Directors are not required.

Section 2.    Notices of all special meetings of the general membership may be by advertisement in the local newspaper of general circulation in Amberson Valley or if none exists therein, in the county of Franklin, or may be by written notice given by the Secretary.

Section 3.    Notices of all special meetings of the Board of Directors shall be by written notice given by the secretary.

Section 4.     Notices shall state the place, day and hour of the meeting, the purpose or purposes for which the meeting is called and must be given or delivered not less that five (5) nor more than forty (40) days before the date of the members’ meeting and not less than two (2) nor more than ten (10) days before the date of the Boards of Directors’ meeting, either personally, by regular first class mail to each member entitled to vote at such meeting.  If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage prepaid.

Section 5.    Whenever any notice whatever is required to be given under the provisions of the Nonprofit Corporation Law of 1988, the Articles of Incorporation of this Corporation or these Bylaws, a waiver of the notice, whether before or after the time stated in the waiver, will be deemed equivalent to the giving of the notice.  The waiver must, in the case of a special meeting of members, specify the general nature of the business to be transacted.

ARTICLE VII
Officers
Section 1.    The officers of the corporation shall be President, Vice President, Secretary, Treasurer, and Financial Secretary.

Section 2.    All officers and Board members shall be subject to background checks to ensure good character and reputation.

ARTICLE VIII
Duties of Officers
Section 1.    The President shall be the chief executive officer of the Corporation; shall preside at all meetings of the members and directors; shall have general and active management of the business of the Corporation; shall see that all orders are carried out on the resolutions passed by the Board of Directors; shall execute all bonds, mortgages and all contracts of the Corporation, affixing the corporate seal thereto; shall have general superintendence and direction of all officers of this Corporation and see that their duties are properly performed; shall submit a report of the operations of the Corporation for the fiscal year to the Board of Directors and members at the annual meeting, and from time to time shall report to the Board of Directors all matters within his knowledge that may effect this Corporation; shall be ex-officio a member of all standing committees and shall have the powers and duties and management usually vested in the office of President in a Corporation; shall appoint all committees, except as herein otherwise provided.

Section 2.    The Vice President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter and shall have such other duties as may be determined by the Board of Directors. In the event that the President shall be absent from any meeting, the Vice President shall preside.

Section 3.    The Secretary shall attend all sessions of the Board of Directors and all meetings of the members and act as clerk thereof; shall record all votes and minutes of all proceedings in a book to be kept for that purpose, and shall when required, perform a like service for all standing committees; shall send notices of all meetings to the members of the Board of Directors; shall perform their duties as may be prescribed by the Board of Directors or the President under whose supervision; shall be the custodian of the corporate seal, if any, and all of the books and records of this Corportion except as may be otherwise provided. 

Section 4.     The Treasurer, under the direction of the Board of Directors, shall have charge of the funds of this Association and shall deposit the same in the name of this Corporation in depositories designated by the Board of Directors; shall pay all vouchers; and shall make a complete and accurate report of the finances of the Corporation at the annual meeting of the members, or at any other time upon request, to the Board of Directors. The Treasurer will be one of the two signatures required on checks. 

Section 5.    The Financial Secretary shall record all transactions involving funds of the Corporation and report to the Board of Directors.  The Financial Secretary will report on income and expenditures at the general membership meetings and his report will be posted at the Community center prior to the meeting.  The Financial Secretary will be one of the two signatures required on all checks.

Section 6.
If at any time the balance of the Amberson Athletic Association falls to  $5000 or below, the Board  Of Directors must be notified by the Treasurer and Financial Secretary.

Section 7.    In the event one of the officers authorized to sign checks is not available, the president is authorized to sign on his behalf.

ARTICLE IX
Bonds
The Board of Directors may require such officers to be bonded, in such amounts as it may deem necessary at the cost of the Corporation.

ARTICLE X
Board of Directors
The Board Of Directors shall consist of all the officers of this Corporation as set forth in Article VII, and six other members elected by the membership by majority vote.

ARTICLE XI
Duties of the Board Of Directors
Section 1.    The general management of the Corporation, its property and affairs, including finances and management of any real estate, is vested in the Board of Directors.

Section 2.    Expenditures exceeding $1,000 must be approved by the general membership.  The Board of Directors must approve all expenditures in writing excepting bills for electricity, trash removal and propane and any expenditures approved by the general membership.

Section 3.  The Board of Directors must prepare and adopt an annual budget which is to be presented at the October general membership meeting and voted on at the November general membership meeting. 

ARTICLE XII
Nominations and term of office.
Section 1.    Elections shall be held annually, at the November meeting of the membership.

Section 2.     The general membership shall elect the members of the Board Of Directors and the officers of the Corporation: President, Vice President, Secretary, Treasurer, and Financial Secretary.

Section 3.    The initial Board of Directors shall serve as follows: The first two elected shall serve for three years, the second two elected shall serve for two years, and the third two shall serve for one year; Thereafter the new Directors shall be elected for three year terms.  Exiting Board members are not eligible to run for a period of one year following the end of their previous term.

Section 4.     Any member of this Corporation who holds any public office shall be ineligible to serve as a Director or officer of the Corporation.

Section 5..     In the event that any office or member of the Board shall become vacant, the remaining members of the Board of Directors shall immediately fill such vacancy for the unexpired term.

Section 6.    A majority vote of the members present and voting shall be required to elect a member of the Board Of Directors.

Section 7.    The ballot for election for the members of the Board Of Directors and officers shall be printed or a typewritten form.

Section 8.    Any member in good standing shall be eligible to be an officer or a member of the Board Of Directors providing they do not hold any public office.

ARTICLE XIII
Quorum
Section 1.    A quorum for the purpose of holding any meeting of the members shall be at least twelve members.

Section 2    A quorum for the purpose of holding any meeting of the BOD shall be the simple majority of the Board.

ARTICLE XIV
Voting
Section 1.    A majority shall be required to pass any motion at any meeting of the members of the Board Of Directors, unless otherwise provided.

Section 2.    Any member in arrears one year or more shall not have the right to vote or to hold office.

Section 3.    In all elections for directors each member entitled to vote will have the right to cumulate such vote and to give one candidate a number of votes equal to such vote multiplied by the number of directors to be elected, or to distribute the multiple votes on the same principle among as many candidates as the member may think fit.

Section 4.     A member may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact.  No proxy will be recognized as valid after eleven (11) months from the date of its execution unless expressly provided otherwise in the proxy.

Section 5.    A member may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact.  No proxy will be recognized as valid after eleven (11) months from the date of its execution unless expressly provided otherwise in the proxy.

ARTICLE XV
Miscellaneous
Section 1.    Every member in good standing shall have the right to vote at any general membership meeting.

Section 2.    Any member not in good standing shall not have the right to vote or to hold office.

Section 3.    The books, accounts and records of this Corporation shall be open for inspection to any member of the Board Of Directors at any time. Members of this Corporation may, at the reasonable discretion of the Board Of Directors, inspect such books, accounts and records of this Corporation at such reasonable times as the Board may by resolution designate.  It is the intention of this Corporation to generally allow such inspections by its members subject to reasonable restriction as to time and place.

Section 4.    At no time shall any assets of this Corporation be distributed or divided among its individual members.

Section 5.     The fiscal year of this Corporation will be the calendar year.

Section 6.    This Corporation will not have or issue shares of stock.  No dividend will be paid, and no part of the income of this Corporation will be distributed to its members, Directors or officers.  However, the Corporation may pay compensation in a reasonable amount to members, officers or Directors for services rendered

Section 7.    This Corporation will make no loans to any of its Directors or Officers..

ARTICLE XVII
Amendments

The members of this Corporation may alter, amend, suspend, or annul these by-laws at any regular or special meeting provided membership has been given the opportunity to review changes at the previous meeting of the membership and a copy of same change has been posted.

ARTICLE  XVIII
Little League and Tee Ball

Section 1.   Subject to the availability of its funds, the Corporation will assist the baseball teams with uniforms and equipment at the request of the coaches after they have shown a reasonable effort to raise funds on their own.  The upkeep and mowing of the ball field will be the responsibility of the ball team and their coaches.  The maintenance of the concession stand, securing and payment for insurance and payment for the electricity will be the responsibility of the Corporation.

Section 2.    As a condition of use of the ball field and concession stands, a financial report must be furnished to the Corporation from the Treasurers of both the Little League and Tee Ball bi-annually at the beginning of ball season and the end of ball season.

Section 3.    The basketball court will be maintained by the Association.

ARTICLE XIX
Indemnification of Directors and Officers; Limitation of Directors’ Personal Liability

Section 1.       
A.    This Corporation shall indemnify to the full extent required by law, and may indemnify or agree to indemnify to the fullest extent permitted by law, any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or contemplated action, suit, or proceeding whether civil, criminal, administrative or investigative (including, but not limited to, court costs, attorneys’ fees, and any amount paid in any settlement), by reason of that person’s being or having been a director, officer, employee, or agent of the Corporation or of any other enterprise at the request of the Corporation.  Notwithstanding the foregoing, the Corporation has no obligation to purchase insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation against any liability asserted against or incurred by him in any such capacity, or arising out of his status as such.  Such insurance may be provided by the Corporation at the sole discretion of the Board of Directors.  Such indemnification as set forth in this paragraph shall not impair any other right any such person may have.

B.    Said indemnification can be made only if a determination has been made, with the advice of counsel for the Corporation, by members of the Board of Directors not involved in the claim or proceeding, or by a disinterested person or persons named by said members of the Board of Directors not involved in the claim of proceeding, or by the members, or by independent legal counsel in a written opinion:
        (1)  That the director, officer, employee or agent acted or failed to act, and in either case, in good faith, and in a manner he reasonably believed to be in, or not             opposed to, the best interest of the Corporation and with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was                 unlawful; and
        (2)  that the amount of the proposed indemnification is reasonable; and
        (3)  that the proposed indemnification is just and proper and can be legally made by the Corporation under then existing law; and
        (4)  that the indemnification shall be made by the Corporation in an amount stated in the determination; provide, however, that indemnification provided for herein         shall not be available if the act or failure to act giving rise to the cliam for indemnification has been determined by a court to have constituted willful misconduct or         recklessness.

Section 2.    No director shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
        A.    The director has breached or failed to perform the duties of his office relating to the standard of care and justifiable reliance as set forth in Section 3 of this                 Article; and 
        B.    The breach or failure to perform constitutes a self-dealing, willful misconduct or recklessness, PROVIDED, HOWEVER, that the provisions of this section                 shall not apply to: (1) the responsibility or liability of a director pursuant to any criminal statutes; or (2) the liability of a director for the payment of taxes                     pursuant to local, state, or federal law.

Section 3.    A director shall stand in a fiduciary relation to the Corporation and shall perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.  In performing this duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial date, in each case prepared or presented by any of the following: (1) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matter presented; (2) counsel, public accountants or other persons as to matters to which the director reasonably believes to be within the professional or expert competence of such person; (3) a committee of the Board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.  A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.  In discharging the duties of their respective positions, the Board of Directors, committees of the Board, and individual directors, may in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers and customers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and other pertinent factors.  The consideration of those factors shall not constitute a violation of the forgoing duties of the directors as set forth herein.  Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

Section 4.    Expenses incurred by an officer, director, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final deposition of such action, suit or proceeding upon reeipt of an undertaking by him or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation.

Section 5.    The Corporation shall have the power to buy and maintain insurance and to establish and fund a self-insurance indemnification reserve fund on behalf of the directors, officers, employees and agents of the Corporation and a person serving at the request of the Corporation as director, officer, employee or agent of another organization, against liability incurred in any capacity, or arising out of his status as such.

Section 6.    The invalidity of any portion of this Article XIX shall not affect the validity of the remainder hereof.

Section 7.    All rights to indemnification under this Article XIX shall be deemed a contract between the Corporation and the person to be indemnified under this Article XIX pursuant to which the Corporation and each such person intend to be legally bound.  Any repeal, amendment or modifications of this Article shall be prospective only and shall not affect any rights or obligations then existing.

ARTICLE XX
Adoption of By-Laws

Section 1.    These by-laws shall be adopted by the majority vote of the members present and voting at the first meeting of the general membership.

Section 2.    These by-laws shall be in full force and effect immediately upon their adoption as set forth in Section 1 above.

ADOPTED this 14th day of February 2011.