BY LAWS OF REVOLUTION GYMNASTICS, INC.
A NON-PROFIT CORPORATION
ARTICLE ONE
INTRODUCTORY
1.01.1 Definition of By-Laws
These By Laws constitute the code of rules adopted by Revolution Gymnastics Corporation for the regulation and management of its affairs.
1.01.2 Purposes and Powers
The purposes and Powers of this Corporation as set forth in Paragraph 1.02 shall be as follows:
This Corporation is organized exclusively for charitable purposes, including, for such purposes, the making or distribution to organizations that qualify as exempt organizations under Section 501(c )(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law. The purposes of this Corporation are to promote programs that (1) improve the youth’s strength and flexibility through the teachings of gymnastics ; (2) support the communities efforts in providing a safe haven for the congregation of the youth in a positive, supervised environment (3) assist in educating the communities’ youth in the importance of daily exercise (4) advocate for the importance of exercise and physical activity through the instruction of gymnastics principles (5) promote and develop physical fitness awareness amongst persons from toddler hood through young adult. (6) perform all other services or activities for any reasons incidental to any of the foregoing purposes, or as the directors may determine are necessary to advance the goals and objectives of the corporation; and (7) pursue any other lawful purpose not prohibited by the Pennsylvania Non-profit Corporation Law of 1988, as amended, 15 Pa. C.S.A. Section 5101 et seq.
ARTICLE TWO
OFFICES AND AGENCIES
2.01 Principal and Branch Offices
The principal place of business of this Corporation in Pennsylvania will be located at 494 Service Center Road, Brookville, PA 15825. In addition, the Corporation may maintain other locations wither within or outside the Commonwealth of Pennsylvania, as its business requires.
2.02 Location of Registered Office
The location of the registered office of this Corporation is stated in the Articles of Incorporation. Such office will be continuously maintained in the Commonwealth of Pennsylvania for the duration of this Corporation. The Board of Directors may from time-to-time change the address of its registered office by duly adopted resolution and amending its Articles of Incorporation or file the appropriate statement with the Department of State.
ARTICLE THREE
DIRECTORS
3.01 Definition of Board of Directors
The Board of Directors is that group of persons vested with management of the business and affairs of this Corporation.
3.02 Number of Directors
The Number of Directors of this Corporation will not be less than three (3) and no more than five (5) at any time. Until further amendment of these By Laws, the number of Directors presently will be three (3).
3.03 Term of Directors
The Directors shall serve for three (3) year terms, which shall be staggered with the terms of one-third of the Board expiring every other year. If in any one year, more than one-third of the Board is elected because of any increase in the number of Directors, the Board shall determine the tenure of those Directors so elected.
3.04 Vacancies on the Board
Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, will be filled by appointment by a majority of the remaining Board of Directors.
3.05 Location of Directors’ Meetings
Meeting of the Board of Directors, regular or special, will be held at the registered office of this Corporation.
3.06 Regular Directors Meetings
Regular annual meetings of the Board of Directors will be held at 11:00 A.M. on the second Monday of September each year. Should any such day in any year constitute a legal holiday for all businesses in Pennsylvania, the meeting will be held instead in such instance at 10:00 A.M. the second Tuesday in September. This provision of the By Laws constitutes notice to all directors of regular meetings for all years and instances, and no further notices are required although such notice may be given.
3.07 Notice of Special Directors’ Meetings
Written or printed notice stating the location, day and hour of any special meeting of the Board of Directors will be delivered to each Director not less than one (1) nor more than five (5) days prior to the date of the meeting, either personally or by first class mail, by or at the direction of the President, or the Secretary, or the Directors, scheduling the meeting. If mailed, such notice will be deemed to be delivered when deposited in the United States mail (by registered or certified mail) addressed to the Director at his/her address as it appears on the records of this Corporation, with postage prepaid. Such notice need not state the business to be transacted at, or the purpose of, such meeting.
3.08 Call of Special Board Meeting
Either may call a special meeting of the Board of Directors
(1) The Chairman
(2) Vice Chairman
(3) Secretary/Treasurer
3.09 Waiver of Notice
Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director 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.
3.10 Quorum of Directors
A majority of the whole Board of Directors will constitute a quorum; provided, that in no event will a quorum consist of less than one-third (1/3) of the whole Board. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provision of the Non-Profit Corporation Law of 1988 as amended, 15 Pa. C.S.A. Section 5101 et seq or any provision of these By Laws.
3.11 Purpose of Organization
The purposes for which this organization is organized are exclusively religious, charitable, scientific, literary and/or educational within the meaning of section 501(c ) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
ARTICLE FOUR
OFFICERS
4.01 Roster of Officers
The Officers of this Corporation will consist of the following personnel:
(1) Chairman
(2) Vice Chairman
(3) Secretary/Treasurer
4.02 Selection of Officers
Each of the Officers of this Corporation will be elected and appointed annually by the Board of Directors. Each Officer will remain in office until a successor to such office has been selected and qualified. Such election will take place at the regular meeting of the Board of Directors taking place on the annual meeting of the Board of Directors.
4.03 Multiple Officeholders
In any election of Officers, the Board of Directors may elect and appoint a single person to any two or more offices simultaneously, except that separate individuals must hold offices of President and Secretary.
4.04 Chairman
The Board will select the Chairman of this Corporation. He shall preside at all meetings of the Board and shall have such powers and duties as prescribed by the Board or Directional Committee and shall supervise and control the affairs of the Corporation.
4.05 Vice Chairman
The Vice Chairman will perform all duties and exercise all powers of the Chairman when the Chairman is absent or is otherwise unable to act. The Vice Chairman will perform such other duties as may be prescribed from time to time by the Board of Directors.
4.06 The Secretary/Treasurer
The Secretary/Treasurer will keep minutes of all meetings of Members and of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or by these By Laws, and, generally, will perform all duties incident to the office of Secretary/Treasurer and such other duties as may be required by the law, by the Articles of Incorporation, or by these By Laws, or which may be assigned from time to time by the Board of Directors.
4.07 The Secretary/Treasurer
The Secretary/Treasurer will have charge and custody of all funds of this Corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, will render reports and accountings to the Directors and to the Members as required by the Board of Directors or Members or by law, and will perform in general all duties incident to the Office of Secretary/Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these By Laws, or which may be assigned from time to time by the Board of Directors.
4.08 Removal of Officers
Any officer elected or appointed to office may be removed by the persons authorized under these By Laws to elect or appoint such Officers whenever, in their judgment, the best interest of this Corporation will be served. However, such removal will be without prejudice to any contract rights of the Officer so removed.
ARTICLE FIVE
INFORMAL ACTION
5.01 Waiver of Notice
Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Law of 1988, as amended, the Articles of Incorporation of this Corporation, or these By Laws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before o rafter the time stated in such waiver, will be deemed equivalent to the giving of such notice Such waiver must, in the case of a special meeting of Members, specify the general nature of the business to be transacted.
5.02 Action by Consent
Any action required by law of under the Articles of Incorporation of this Corporation or these By Laws, or any action which otherwise may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, of all Directors in office, and filed with the Secretary of the Corporation.
ARTICLE SIX
COMMITTEES
6.01 Definition of Directorial Committees
This Corporation may have certain Committees, each of which will consist of one (1) or more Directors, which Directorial Committees will have and exercise some prescribed authority of the Board of Directors in the management of this Corporation. However, no such Committee will have the authority of the board of reference to affecting any of the following:
(1) Filing of vacancies in the Board
(2) Adoption, amendment or repeal of By Laws
(3) Amendment or repeal of any resolution of the Board
(4) Action matters committed by By Laws or resolution of the Board to another Committee of the Board.
6.02 Appointment of Committees
The Board of Directors, by resolution duly adopted by a majority of the Directors in office, may designate and appoint one (1) or more Director Committees and delegate to such Committees specific and prescribed authority of the Board of Directors to exercise in the management of this Corporation. However, the creation of such Directorial Committees will not operate to relieve the Board of Directors, or any individual Director, or any responsibility imposed on such personnel otherwise by law.
6.03 Functionary Committees
In addition, the Board of Directors by resolution may designate and appoint certain Functionary Committees designated to transact certain ministerial business of the Corporation or to advise the Board of Directors. Such Committees will be chaired by an Officer or Director as designated by the Board, which Chairman will proceed to select the remaining members of the Committee up to the number set by the Board or terminate such memberships and appoint successors in such Chairman’s discretion. The Board may terminate any such Committee by resolution.
ARTICLE SEVEN
OPERATIONS
7.01 Fiscal Year
The fiscal year of this Corporation will be September 1-August 31.
7.02 Execution of Documents
Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of this Corporation will be signed by the Secretary/Treasurer and countersigned by the Chairman or Vice Chairman. Contracts, Leases, or other instruments executed in the name of Chairman or Vice Chairman and attested by the Secretary/Treasurer, will be attached copies of the resolution of the Board of Directors certified by the Secretary/Treasurer authorizing their execution.
7.03 Books and Records
This Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Board of Directors and Directorial Committees. The Corporation will keep at its principal place of business a copy of its By Laws including amendments to date certified by the Secretary/Treasurer of the Corporation.
7.04 Non-Profit Operations
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 reasonable amounts to employees for service rendered. In no event will Directors or Officers of the Corporation receive compensation for their service as such, except that any Director may be reimbursed for reasonable out-of-pocket expenses incurred at the request of the Corporation.
7.05 Loans to Management
This Corporation will make no loans to any of its Directors or Officers or to any of its key management or personnel.
ARTICLE EIGHT
INTERNAL REVENUE SERVICE
8.01 Governing laws of the IRS
Notwithstanding any other provisions of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c )(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
ARTICLE NINE
AMENDMENT
9.01 Modification of By Laws
This power to alter, amend or repeal these By Laws or to adopt new By Laws, insofar as is allowed by law, is vested in the Board of Directors and shall be accomplished upon majority vote of said Board, except for Section 3.03, which shall only be amended upon unanimous vote of the Board of Directors.
ARTICLE TEN
DIRECTOR AND OFFICER STANDARDS
Director and Officer Standards
10.01 Directors and Officers of the Corporation perform their duties in a fiduciary relation to the Corporation and shall perform their duties including duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he/she reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence as a person or ordinary prudence would use under similar circumstances. In performing his/her duties, a Director shall be entitled to rely in good faith on information, opinion, reports or statements, including financial statement and other financial data prepared or presented by an officer or employee of the Corporation whom the Director believes to be reliable and competent in the matters presented, or prepared and presented by counsel, public accountants or other person as to matters which the Director believes to be within the professional or expert competence of such person, or presented by another committee of the Board as to matters within its designated authority which committee the Director reasonably believes to merit confidence.
10.02 In discharging their duties, the Board of Directors, Committees thereof and individual Directors may, in considering the best interests of the Corporation, consider the affects of any action upon employees, suppliers and customers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of Section 9.01.
10.03 A Director or Officer of the Corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action, unless:
(a) The Director or Officer has breached or failed to perform the duties of his/her office under Sections 9.01 and 9.02.
(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of Section 9.03 shall not apply to responsibility of a Director or Officer pursuant to any criminal statute or to the liability of a Director or Officer for payment of taxes pursuant to local, state, or federal law.
10.04 (a) The Corporation shall indemnify all Directors, Officers and employees, all former Directors, Officers and employees and any person who may have served as an Officer of the predecessor of this Corporation, or the successor of it in the event of a merger or consolidation, against any expenses actually and necessarily incurred by him/her or them in connection with the defense of any action, suit or proceeding in which he/she or they may be made a party by reason of being or having been a Director, Officer or employee, including reasonable attorney fees except in relation to matters as to which he/she or they shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct under the standard herein set forth in the Article Nine. Such indemnification shall not be deemed exclusive of any other rights to which he/she or they may be entitled under the Articles of Incorporation, other sections of these By Laws, any agreement, vote of members, or otherwise. The indemnification set forth herein shall be to the maximum extent permissible by the Pennsylvania Non-Profit Corporation Law of 1988, as amended, the Director’s Liability Act of 1986 and all other applicable Pennsylvania Law.
(b) Indemnification pursuant to Subsection (a) shall not be made in any case in which the act or failure to act giving rise to the claim for indemnification is determined by a court of law to have constituted willful misconduct or recklessness.
(c) Indemnification pursuant to Subsection (a) may be grateful for any action or failure to take action and may be made whether or not the Corporation would have the power to indemnify the person under any other provision of law except the Director’s Liability Act of 1986, and whether or not the indemnity arises from or arose from any threatened, pending or completed action by or in the right of the Corporation. Such indemnification is declared to be consistent with the goals of the Corporation and as declared to be consistent with public policy by the Legislature of the Commonwealth.
(d) Expenses incurred by an Officer, Director, employee or agent of the Corporation in defending a civil or criminal action, suit or proceeding, upon receipt of an undertaking and written agreement by or on behalf of such person to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation.
(e) The indemnification and advancement of expenses provided by this Article Nine shall continue to a person who has caused to be a Director, Officer, employee or agent and shall inure to the benefits of the heirs, executors and administration of such person.
(f) This Article Nine shall apply to all Directors, Officers, employees or agents of the Corporation now and previously active in corporate matters, and to all causes of action regardless of date of filing of the incident which gives rise to the alleged cause of action.
ARTICLE ELEVEN
DISSOLUTION
11.01 Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c )(3) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or shall be distributed to the Federal, states, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes.