Section 1.01. Definition of By-Laws
These By-Laws constitute the code of rules adopted by the Seals Football Booster Club, NP, Inc for the regulation and management of its affairs.
Section 1.02. Purpose
The purpose of which the Seals Football Booster Club, NP, Inc (the “Club”) is formed is as follows: promoting and assisting the football program in the Selinsgrove Area School District and contributing to the educational, social, and moral betterment of the community.
Section 2.01. Members
Membership in the Club shall be open to all residents of the Selinsgrove Area School District, together with any other individual who has a family member within the Selinsgrove Area School District, said family member also being a participant in the football program of Selinsgrove Area School District. Family members shall be defined as anyone related, by blood or marriage, to a participant in the Selinsgrove area football program.
Section 2.02. Admission to Membership
Individuals seeking to become members of the Club shall submit a written application for membership on a form approved by the Board of Directors to the Secretary of the Club. The membership of the Club shall be determined by those submitting such application in advance of the regular annual meeting of the Club to be held on the third Tuesday of February in any given year. The membership shall continue for a period of one (1) year. Thereafter, the membership rolls shall be purged at the next annual meeting of the Club, at which time a new membership roll shall be determined.
In addition to the foregoing, the Club may, at the discretion of the Board of Directors, open membership during any given year through the first day of July of each year.
Section 2.03. Voting Rights
Each member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the members.
Section 2.04. Automatic Expiration of Membership
Given the nature of the Club, and the revolving involvement of individuals in the program, memberships are for one (1) year term, commencing with the annual meeting of the membership held on the third Tuesday of February of each year and continuing until the next said annual meeting. Anyone meeting the eligibility requirements set forth above desiring to continue to his membership must either attend the annual meeting and/or submit a written application to be approved by the Board of Directors during any open membership time frame.
Section 2.05. Annual Meeting
As aforesaid, the annual meeting of the members shall be at the VFW Post location on Route 522 in Selinsgrove, Penn Township, Snyder County, Pennsylvania on third Tuesday of February of each, commencing at 6:00 p.m, unless otherwise notified
Section 2.06. Special Meetings
Special meetings of the membership may be called by the President of the Club, or on a petition submitted to the President and signed by at least fifty (50%) percent plus one of the membership roll then in existence.
Section 2.07. Notice of Meetings
Notice of the annual meeting is waived unless it is changed from the established date above- stated. Further, notice shall be given if the time or location has been changed. In addition, notice of any special meetings to be called shall be given by posting of the same upon the website of the Club and by written notice in a newspaper or general circulation. Notice shall be given at least five (5) and more more than twenty (20) days prior to the date of said meeting. The notice shall set forth the time, date and location of meeting.
Section 2.08. Quorum
Fifty (50%) percent plus one of the membership shall be required in order to constitute a quorum of the Club. If a quorum is present, a majority of the members present may take official action on behalf of the membership unless a larger percentage is otherwise required. If the quorum is not present at any such meeting of members, those members present may establish, by majority vote, a new date, time and location for the meeting, which shall be publicized in accordance herewith, at which time the meeting shall be disbanded.
Section 3.01. General Powers
The affairs of the Club shall be managed by the Board of Directors.
Section 3.02. Numbers, Tenure and Qualifications
The Board of Directors shall be comprised of nine (9) individuals duly elected by the membership at the annual meeting. Of the nine (9) individuals appointed to the Board of Directors, all shall be members in good standing of the Club. One of the members of the Board of Directors shall be the head football coach of the Selinsgrove Area School District football team, or his/her designee. In addition, one (1) member of the board shall have a child involved in the football program at Selinsgrove Area School District and enrolled in the ninth grade at the time of the annual meeting, one (1) member of the Board of Directors shall have a child enrolled in the tenth grade and a member of the football program at the time of the annual meeting; and, one (1) member shall have a child in the eleventh grade and a member of the football program at the time of the annual meeting.
In addition to the foregoing four (4) positions to be filled on the Board of Directors, five (5) additional members of the Board of Directors shall be elected from the at- large membership of the Club.
Section 3.03. Regular Meetings
The Board of Directors, at the annual meeting of the members, shall establish the regular monthly meetings for the upcoming year. Notice of said meetings shall be posted upon the website and shall be advertised on one (1) occasion in the newspaper of general circulation. Additional meetings may be called by or at the request of the President, or any three (3) Directors.
Section 3.04. Special Meetings
Notice of any special meetings of the Board of Directors shall be given at least forty- eight (48) hours previous thereto by written notice delivered personality to all members of the Board of Directors, or sent by mail or other means of electronic communication. A Director may waive notice of any meeting in writing by attending said meeting and executing said waiver prior to commencement of the meeting.
Section 3.05. Quorum
A majority of the Board of Directors shall constitute a quorum for transaction of business at any meeting of the Board.
Section 3.06. Board Decisions
Unless otherwise set forth in the By- Laws, a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 3.07. Vacancies
Any vacancy occurring in the Board of Directors shall be filled by the majority vote of the remaining Board of Directors. A Director so appointed shall fill the vacancy for the remainder of the calendar year or until the next annual meeting.
Section 3.08. Compensation
Directors shall not receive any compensation for services rendered to the Club.
Section 4.01. Officers
The officers of the Club shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer, and an Assistant Secretary/Treasurer.
Section 4.02. Election and Term of Office
The officers of the Club shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled any meeting of the Board of Directors. Each officer shall hold office until his successor has been duly elected and qualified.
Section 4.03. Removal
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement to the best interest of the Club would be severed thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4.04. Vacancy
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, maybe filled by the Board of Directors for the unexpired portion of the term.
Section 4.05. Powers and Duties
The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of he same tittle serving in non- profit clubs having the same to similar or general purposes and objectives as this Club.
Section 5.01. Committees of Directors
The Board of Directors, by resolution adopted by a majority of the Directors, may designate one or more committees, each of which shall consist of two or more Directors, of which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Club; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him or her by law.
Section 5.02. Other Committees
Other committees not having and exercising the authority of the Board of Directors in the management of the Club may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Club, and the President of the Club shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Club shall me served by such removal.
Section 6.01. Contracts
The Board of Directors may authorize any office or officers, agent or agents of the Club, in addition to the officers so authorized by these By- Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or may be confined to specific instances.
Section 6.02. Checks, Drafts or Orders
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issues in the name of the Club, shall be signed by such officer or officers, agent or agents of the Club, and in such manner as shall form time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors such instruments shall be signed by the Treasurer or an Assistant Treasurer and counter signed by the President or a Vice-President of the Club.
Section 6.03. Deposits
All funds of the club shall be deposited from time to time to the credit of the Club in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 6.04. Gifts
The Board of Directors may accept on behalf of the club any contribution, gift, bequest or devise for any purpose of the Club.
The Board of Directors may give authority to the officers of the Club to expend monies up to a maximum amount specified by the Board without further Board approval.
The Club shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its member. Board of Directors, committees having and exercise any of the authority of he Board of Directors, and the Membership Committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.
The fiscal year of the Club shall begin on the first day of January in each year and end of the 31st day of December.
These By- Laws may be altered, amended, or repealed, and new by- laws may be adopted by two- thirds (2/3) of the members, if at least ten (10) days written notice is given or intention to alter, amend, or repeal or to adopt new by- laws at such meeting, subject to ratification by two- thirds (2/3) of the members of the Club entitled to vote at any regular or special meeting.