ARTICLE 1 - NAME

The organization shall be known as Garden Spot Youth Soccer Club herein to be referred to as “GSYSC.” GSYSC shall be affiliated with the Eastern Pennsylvania Youth Soccer Association (hereinafter “EPYSA”), United States Youth Soccer Association (hereinafter "USYSA") and the United States Soccer Federation (hereinafter "USSF")

ARTICLE 2 - SEAL

The corporate seal shall have inscribed thereon the name of the corporation as set forth above, the year of its organization and the words “Corporate Seal, Pennsylvania.”

ARTICLE 3 - PURPOSE

GSYSC shall develop, promote and administer a youth soccer club for players residing primarily in New Holland, Pennsylvania on behalf of teams, players, coaches, referees, parents and administrators consistent with the bylaws, policies and procedures of EPYSA, USYSA, and USSF.

ARTICLE 4 - OFFICES

The principal office of GSYSC shall be located in the Commonwealth of Pennsylvania. The address of the principal office may be changed from time to time as authorized by the Board of Directors or the activities of the GSYSC may require.

ARTICLE 5 - SEASONAL PLAYING AND FISCAL YEARS

The seasonal playing year of GSYSC shall begin on the first day of September in each year and end on the last day of August in the following year. The fiscal year of GSYSC shall begin on the first day of July in each year and end on the last day of June in the following year.

ARTICLE 6 - MEMBERSHIP

GSYSC will not discriminate against any individual on the basis of race, color, religion, age, sex or national origin.

 

The following persons shall be general members of the GSYSC:

331522624. Any adult participant who pays his/her seasonal or annual registration fees to the GSYSC to participate on a team fielded by the GSYSC.

331522625. Any adult parent(s) or guardian(s) who pay(s) a seasonal or annual registration fee to the GSYSC for participation by his/her child(ren)/ward(s) in the GSYSC’s programs.

331522626. Any approved coach or adult participant for the GSYSC who has no child participating in the GSYSC.

331522627. Any member of the Board of Directors for the GSYSC.

 

Membership shall automatically expire if a person no longer qualifies according to the above criteria. Members shall have the right to attend all meetings of the General Membership and to enjoy the privileges of membership set forth herein.

 

ARTICLE 7 – MEMBERSHIP MEETINGS

7.1 Monthly Meetings

A monthly meeting of the General Membership will be held at Petra Church on the Second Sunday of the month. All meetings will start at 6:00 p.m. Mandatory coach meetings will take place in March and August. Committee chairpersons should attend these meetings to update the board and general membership on issues and plans.

 

Special Meetings – Special meetings of the General Membership may be called at any

time by the Board of Directors or members entitled to cast at least ten percent (10%) of

the votes. At any time, upon written request of any such persons, it shall be the duty of

the Secretary to fix the time and place of the meeting which shall be held not more than thirty days after the receipt of the request. The Secretary shall provide all members with ten days written notice of the time and place and purpose of such special meeting.

 

Business transacted at all special meetings shall be confined to the purpose stated in the notice.

 

Quorum – A quorum for a General Membership Meeting shall consist of five (5)

members.

 

Rules of Order – Roberts Rules of Order shall govern the proceedings of all General

Membership Meetings except where such Rules conflict with the bylaws of the GSYSC, in which case the bylaws shall prevail.

 

Voting of Membership –

All members shall have the right to vote at General Membership Meetings on the subject matters of election or impeachment of Officers/Board of Directors, approving the Annual Budget and changes thereto, changes to bylaws, any matter which the Board of Directors wishes to bring before the General Membership, and any other matter specifically called for by the Board of Directors in a monthly meeting or as set forth in the notice in a special meeting; provided that voting privileges shall be limited to one vote per immediate family (defined as spouses, guardians, parents, children, and wards residing in the same dwelling). Member must attend a minimum of three meetings during the course of a year to be able to be considered an active member to be able to place a vote.

 

Except as otherwise provided for in these bylaws, all votes shall be decided by a majority of Members present at the General Membership Meeting.

 

The Secretary shall be in charge of counting all votes of the General Membership.

The right of a member to vote shall cease upon termination of his or her Membership.

 

ARTICLE V - BOARD OF DIRECTORS/OFFICERS

Board and Numbers – The GSYSC shall be governed by a Board of Directors consisting of adult individuals elected by the General Membership at the Annual Meeting (the 1st meeting in January) and consisting of at least the President, Vice-President, Secretary, Treasurer, Boys Recreational Coordinator, Girls Recreational Coordinator and LANCO

league Coordinator of the GSYSC. The number of Directors shall not be less than five or 3 more than nine. All business and affairs of this GSYSC shall be managed by the Board of Directors which may exercise all legal powers of the GSYSC and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these bylaws directed or required to be exercised or done by the GSYSC.

 

Term of Office – The term of office will be one year. Directors shall assume their duties commencing on January 1 of each year, and their term shall expire on February 1 one

year after being elected. All elections of Directors/Officers shall be by a majority vote

of the Membership of the GSYSC present.

 

Attendance at Monthly Membership Meeting – If a Member of the Board of Directors is

unable to attend any monthly meeting, he or she must notify the President or Secretary

prior to such meeting. Any Board Member with three absences during one calendar year will be reviewed for possible dismissal by the Board of Directors.

 

General Duties and Powers –

The Board of Directors shall have the power to appoint such Standing Committees as it

shall determine and to delegate such powers to them as the Board shall deem advisable, and to appoint Chairpersons and Assistant Chairpersons of such Standing Committees.

 

The Board of Directors shall develop guidelines for specific tasks and duties to be

implemented by each of the Chairpersons. The Board of Directors shall divide between

themselves responsibility for specific Standing Committees in order that Chairpersons

shall be directly responsible to a specific Director.

The Board of Directors may adopt such rules and regulations for the conduct of its

meetings and the management of the GSYSC as it may deem proper.

The Board of Directors shall have the power by three-fifths vote of those Directors

present at any meeting to discipline or suspend any Director/Officer or Committee

Member of the GSYSC.

The Board of Directors shall prepare proposed changes to the registration fees changes must be voted on in a General Membership Meeting.

 

Meetings – The Board of Directors shall have meetings separate from the General

membership Meetings at least once before each General Membership Meeting and at

such other times as the majority of the Board of Directors shall decide. All members of

the Board of Directors shall be given sufficient notice of the time, place, and purpose of

each meeting of the Board of Directors. A quorum shall consist of three Directors.

 

Specific Duties of Officers:

 

Duties of the President:

a. Shall preside at all meetings of the General Membership and Directors.

b. Shall sign all legal documents and papers.

c. Shall have the power to sign all disbursements of the GSYSC.

d. Shall perform all other duties as are usually attached to the Office of the President

under the law.

 

Duties of the Vice President:

a. Shall assist the President and shall assume all duties of the President in his or her

absence.

b. Coordinate GSYSC registrations.

 

Duties of the Secretary

a. Shall keep an attendance record of each meeting.

b. Shall keep a record and minutes of all meetings.

c. Shall give notice of all special meetings to those entitled thereto.

d. Shall read the minutes of the previous meeting.

e. Shall keep a copy of all membership lists.

f. Shall receive copies of all correspondence of the GSYSC.

g. Shall count and record all votes at all meetings.

h. Shall keep the corporate seal and affix it to such legal documents authorized to be

executed by the Board of Directors.

i. Shall keep an original record of all minutes of the General Membership and Board of

Directors, Articles of Incorporation, bylaws, Rules and Regulations, Policies, Standing

Committees Guidelines, and any other written records of the GSYSC.

 

Duties of the Treasurer:

a. Shall present to the Board of Directors at each meeting a Bill List containing all bills

to be paid.

b. Shall pay, as directed by the Board of Directors, from the Operating Fund, all

Liabilities of the GSYSC. Disbursements of funds shall be directed by the Board of Directors.

c. Shall have the power to sign all disbursements of the GSYSC.

d. Shall keep records of all disbursements in the form of check stubs and a      

        disbursement journal.

e. Shall present an annual operating budget for approval at the January meeting.

f. Shall present a Financial Statement (Profit/Loss, Balance Sheet) at each meeting.

g. Shall keep records of all receipts in the form of a cash receipts journal.

h. Shall present a Treasurer’s Report showing all receipts, transfers from and to   

savings, disbursements, and outstanding bills at each Monthly Meeting.

i. Shall make all deposits of receipts.

j. Shall be audited on a yearly basis by an audit committee.

 

Duties of the Girls and Boys Coordinator:

a. Shall act as liaison between the Board of Directors and the Coaching Staff/Panel.

b. Shall be responsible for the competitive and instructional activities of the GSYSC.

c. Create the teams for the on coming season in compliance with

Lancaster Area Girls Soccer / Lancaster County Intramural Boys rules for recreational teams (“B”) with coaches. Assist in the tryouts and coordination of the Lancaster County Soccer League.

d. Assigning and Recruiting Coaches

e. Attending league meetings as the GSYSC representative

f. Provide schedules to Referee Coordinator

g. Provide Lancaster Area Girls Soccer (Girl’s Coordinator) Coordinator with copy of

“B” Recreational Teams.

h. Provide Lancaster County Intramural Boys (Boy’s Coordinator) Coordinator with

copy of “B” Recreational Teams.

h. Conduit for complaints and concerns forwards information to board members.

j. Distribute league game schedule to coaches, and referee coordinator.

 

Saturday Morning Coordinator:

a. To organize and run the Saturday Morning Intramural program comprised of Under 6

co-ed teams, and separate Under 8 boys’ and girls’ teams. A season is comprised of eight weeks; there are two seasons per calendar year: spring and fall. Approximate dates: spring – early April – Memorial Day; fall – Labor Day – end of October.

b. Develop information handout sheet for registration, which includes information like

start date, Coaches’ meeting dates, etc.

c. Determine number of teams needed (based on both number of kids and coaches)

d. Split players up into teams/prepare roster sheets for each team (working in

conjunction with registrar)

e. Sign-up late registrations at first 2-3 Saturdays (2-3 people should be assigned to be

present)

f. Determine needed equipment per team for each level (i.e., U6 Coed, U8 Girls’ and

U8 Boys’ teams)

g. Based on number of teams, create/place order for new shirts, working with T-shirt

Coordinator

h. Make any announcements, be present to respond/resolve to questions/problems

(i.e. Not enough players present on a team – where to place them to ensure everyone plays).

i. Ensure coaches are present for all teams; reassign teams/coaches where necessary

to ensure no interruptions in play.

 

Lancaster County Soccer League (LANCO LEAGUE) Coordinator

The Representative for the Garden Spot Soccer Club will be the primary contact between the GSYSC and the Lancaster County Soccer League. (here after referred to as LANCO.)

a. Will attend monthly Lanco League meeting at the Fulton Operations Building the third Wednesday of each month.

b. If the representative is unable to attend he/she needs to have a replacement.

c. All coaches of LANCO travel teams will work with the representative to resolve any

issues that may come up during the season.

d. The coaches will e-mail or call the representative with all questions and will only

contact the league as a last resort.

e. The representative will declare the teams that will be playing in the league that

season, fall season July 1st and spring season February 1st.

f. All LANCO team packets will need to be completed and returned to the LANCO

Coordinator at the GSYSC meeting after the team is declared, (Fall season at the July GSYSC meeting and spring season at the February GSYSC meeting.) The LANCO representative will then be responsible to provide the information the LANCO League representative.

g. The LANCO representative will provide assistance to coaches registering their

prospective LANCO team.

 

ARTICLE VI – ELECTION OF BOARD OF DIRECTORS/OFFICERS.

Any current member of the GSYSC, a may be nominated for an office or position on the Board of Directors during the election year. Elections will take place at the first meeting in January Nominations shall be presented in writing by the end of the November Meeting.

Elections shall be held at the January General Membership Meeting each year. Elections are to be by secret ballot of the current membership as defined in Article III, “GENERAL MEMBERSHIP.” Voting privileges shall be limited to one vote per immediate family, and all positions shall be elected by majority vote of members present and eligible to vote. MEMBER must have attended a minimum of two GSYSC meetings during the year to be able to place a vote. Newly elected Directors/Officers will be announced at the end of such election.

 

ARTICLE VII – VACANCIES

If a vacancy occurs in any office of the Board of Directors, the Board of Directors shall

appoint a person otherwise eligible to be a member of a Standing Committee to fill the

vacancy until such term expires.

If a vacancy occurs in a Standing Committee, the Board of Directors shall appoint a

person otherwise eligible to be a Member of a Standing Committee to fill the vacancy

until such term expires.

 

ARTICLE VIII – IMPEACHMENT

Any member of the Board of Directors may be impeached if he or she:

Fails to fulfill their obligations to the GSYSC.

Acts in any manner detrimental to the GSYSC or is in violation of its Rules, Regulations, and bylaws.

A Committee Chairperson or Assistant Chairperson can be impeached if he or she:

Fails to fulfill their obligations to the GSYSC.

Acts in any manner detrimental to the GSYSC or is in violation of its Rules, Regulations, and bylaws.

A majority vote of the General Membership present is necessary for any impeachment.

Voting privileges shall be limited to one vote per immediate family.

 

ARTICLE IX – STANDING COMMITTEES

The following are Standing Committees of the GSYSC:

Risk Management Coordinator – Makes sure all RG-6 forms are completed for every

adult volunteer involved in coaching each soccer year. EPYSA’s requires of having an

Risk management forms (known as RG-6 forms) completed on all coaching staff

members. (which asks for background information) Forms are completed at registration

or prior to the first practice, and are submitted to the EPYSA (Eastern PA Youth Soccer

GSYSC).

Equipment Co-Chairperson – In charge of the GSYSC equipment. Maintain an

inventory and organizing the equipment storage facility, to keep track of equipment and

ordering new equipment when necessary. Ensure a checklist is provided to each coach at the beginning of each season detailing the assigned equipment. The equipment

chairperson will collect all equipment disbursed at the end of each season.

Referees Coordinator – In charge of maintaining a pool of referees and

assigning/scheduling referees for all of the GSYSC home games for “B” travel teams.

Registrar/Tee –shirt Coordinator - Maintains the GSYSC registration records and files.

Register all the GSYSC’s teams/players with EPYSA using the EPYSA software.

Orders all GSYSC tee-shirts needed for each season.

Field Maintenance Coordinator – Coordinating the set-up, maintenance and teardown

of the A, B, and C fields at CNH. The coordinator will advise coaches of the date’s setup

and tear down dates so they will solicit player parents to assist in the maintenance.

Obtain volunteers to line the fields several times a season.

 

COACHES -The coach(s) have control of the activities, conduct and welfare of their

team while on the practice and playing field.

A coach will conduct themselves at all times as an adult and in a dignified manner.

The coach is the GSYSC's representative to the players and their families. Good

sportsmanship, fairness, obedience to rules and a positive attitude at all times must be

evident in a coach.

The player’s well-being, training, and soccer experience must be the top priority in all

efforts by the coach.

It is the coach's responsibility to follow and support all programs developed and adopted by the GSYSC Board of Directors.

The coach of a player involved in a disciplinary action shall be present at the designated League Meeting where the action will be reviewed.

Coaches will be responsible for all uniforms and equipment issued to them by either the GSYSC or the League.

All GSYSC-owned equipment and uniform items must be returned to the Assistant

Manger no later than two weeks after the final league game of the season. If the

equipment and uniform items are needed longer than this designated time, permission

must first be received from the Assistant Manager.

Reimbursement to the GSYSC for equipment not returned to the GSYSC shall be the

responsibility of the assigned coach.

The coach must review a GSYSC Coach Agreement Form before they will be given a

team roster or coach pass.

Coaches are to provide the Board with a final team roster.

Coaches are to report and explain any cards issued during an event/game by any official issued to any player or coach with 48 hours to all GSYSC board members in writing.

Coaches are expected to attend all GSYSC meetings, if they are not able to attended a representative from there team should attend the GSYSC meeting. All Coaches are expected to attend 4 GSYSC meetings in addition to the mandatory coaches meeting during the year.

 

Committee(s) – Committees may be created by the board for the benefit of the GSYSC.

The powers and duties of each Standing Committee shall be set by the Board of

Directors.

Each Standing Committee shall have a Chairperson and an Assistant Chairperson

appointed each year by the Board of Directors.

 

The Board of Directors shall have the right to add additional Standing Committees as the need arises.

Each Chairperson shall annually provide the Board of Directors with his or her proposed budgetary needs by October 31 of each year in order to assist in establishing a budget for the following year.

Each Committee Chairperson (or in his or her absence, the Assistant Chairperson) shall present a Committee report to the GSYSC in the monthly General Membership Meeting indicating anything he or she determines to be of importance to the GSYSC.

 

ARTICLE X – FINANCE AND ACCOUNTING

The Board of Directors shall decide all matters pertaining to finance and shall place all

revenues into the treasury to be used for the benefit of the GSYSC.

No member of the GSYSC shall receive, directly or indirectly, any salary or monetary

compensation from the GSYSC without approval of the GSYSC membership.

An Operating/General Fund shall be established for payments of liabilities, refunds,

depositing of receipts, and the acquisitions of fixed assets. The Operating/General Fund shall consist of at least one interest bearing account.

Only upon approval of the Board of Directors shall transfers of funds be made between

the Operating/General Fund and any other Fund.

All expenses above $500.00 are to be approved in advance by the Board of Directors.

All expenses over $1,500 will need membership approval at a GSYSC meeting.

All expenditures under Five hundred dollars ($500.00) can only be made by a member of the Board of Directors or Standing Committee Chairperson and must be accompanied with an appropriate invoice or sales slip. An appropriate invoice or sales slip is defined as one clearly marked with the purchaser’s signature, a description of the goods purchased, reason for purchase, dollar amount of purchase, purchase date, and from whom purchased. Before an individual can receive payment for goods purchased on behalf of the GSYSC, that individual must submit to the Treasurer or President an appropriate invoice or sales slip.

No purchases may be made on an open account without prior approval of the Board of

Directors. If such purchase is approved, then an appropriate invoice or sales slip, for that purchase, must be forwarded to the Treasurer by the next General Membership Meeting of such purchase. If an appropriate invoice or sales slip is not submitted within the required time, then payment to the supplier for that purchase may become the

responsibility of the person doing the buying and not that of the GSYSC.

No disbursements can be made without the authorized signatures of the members of the Board of Directors.

At the end of each December, and in conjunction with the close of the fiscal year, an

independent auditor will conduct a minimum of a compilation of the GSYSC’s financial

statements.

The Treasurer shall present the results of the independent auditor.

 

ARTICLE XI: TRAVELTEAM REGULATIONS - REGISTRATION

REQUIREMENTS and ASSEMBLY of TEAMS

The GSYSC’s travel teams are divided into age divisions to facilitate competition among its participating teams. The number of age divisions and the number of teams to participate in each age division will be determined by the registration for that season.

Typical age divisions and corresponding player ages are determined by EPYSA guide

lines.

Any Coach/Parent wanting to create or maintain a LANCO Team or Coach a Recreational Team for a season must advise the membership at the club meeting prior to registration. At the club meeting following registration it will be decided what LANCO teams will be fielded. No LANCO teams will be fielded without presentation at a GSYSC meeting. Tryouts will be conducted for “A” travel teams when not all registrants will be accepted on to the team. All tryout results will be given to the GSYSC secretary following try outs.

 

Note: Just because a parent or coach request to volunteer for coaching position

on the registration form does not guarantee that parent or coach, a coaching position.

 

ARTICLE XII: PENALTIES AND FINES FOR MISCONDUCT AT A GAME

E.P.Y.S.A. GUIDELINES

The penalties specified by these Bylaws are administered in accordance with guidelines provided by Eastern Pennsylvania Youth Soccer GSYSC.

The penalties specified in these Bylaws are minimum penalties, and may be increased at the discretion of the Executive Committee for infractions considered very serious.

Additional penalties may be instituted at the discretion of the Executive Committee.

GSYSC will institute the following action for a Red Card – a two game suspension if a player was given a red card due to one or more of the following:

- fighting and/or spitting

- physical contact deemed aggressive

- foul and abusive language

(Current League rules require that player sits out next game-2006)

 

In addition to GSYSC by-law and policies, GSYSC will also adhere to all polices and by-laws administered by EPYSA, and any other organization in which the GSYSC is participating in.

 

ARTICLE XIII - DISSOLUTION

Dissolution - The GSYSC may be dissolved after Motion by a Board member seconded by two (2) other Board members, raised at four (4) consecutive meetings, including at least two (2) General Public Meetings and at least two (2) Board meetings. The Motion for Dissolution may or may not include a Motion for Special Meeting, but must be raised specifically and placed on the agenda as a separate Motion for Dissolution. A Motion for Dissolution may carry only with a vote of 2/3 majority of members and Board members in attendance of the meeting.

In the event this organization shall dissolve, for whatever reason, Authorization will be

given, and demonstrated by minute evidence of the carrying of a proper Motion for

dissolution, for Board members (through an Attorney of Law) to make the necessary

arrangements for disbursement of the funds or other property of the Corporation to a

charitable organization of the Board's discretion.

 

Effect of Dissolution. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes with the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

ARTICLE XIV – BYLAWS

These bylaws shall be in effect immediately after the approval of a majority of the

General Membership present. All Rules and Regulations by the GSYSC, Lancaster

County Soccer League (LANCO), Lancaster County Intramural Boys (LCIB) and

Lancaster Area Girls Soccer (LAGS) will be followed and made apart to the current

bylaws.

Deleted-Lancaster County Soccer League (LANCO), and LAGS will be followed and

made apart to the current bylaws.

 

Amendments to the Bylaws:

Any member in good standing can propose amendments, in writing, to the Board of

Directors.

The Board of Directors will then determine if said proposed amendment is consistent

with the GSYSC’s philosophy.

If the amendment is approved by the Board of Directors, it shall be advertised on the

“Web Site” and in a letter e-mailed/sent to all members, or other written notice to all

members, and presented for discussion at the next General Membership Meeting. A vote on the proposed amendment shall be held in the second General Membership Meeting after advertising in the “Newsletter” or such written choice.

 

A majority vote of the entire Membership present at the meeting is needed for approval

of the amendments to the Bylaws.

 

Roberts Rules of Order

Order of Precedence of Motions. (OPM)

Table of Rules Relating to Motions. (TRM)

Preface. (PRE)

Introduction. (INT)

Parliamentary Law (PAR)

Plan of the Work (WRK)

Definitions (DEF)

 

Part I.- Rules of Order.

 

Art. I.- How Business is Conducted in Deliberative Assemblies.

1. Introduction of Business

2. What Precedes Debate

3. Obtaining the Floor

4. Motions and Resolutions

5. Seconding Motions

6. Stating the Question

7. Debate

8. Secondary Motions

9. Putting the Question and Announcing the Vote

10. Proper Motions to Use to Accomplish Certain Objects

 

Art. II.- General Classification of Motions.

11. Main or Principal Motions

12. Subsidiary Motions

13. Incidental Motions

14. Privileged Motions

15. Some Main and Unclassified Motions

 

Art. III.- Privileged Motions.

16. Fix the Time to which the Assembly Shall Adjourn

17. Adjourn

18. Take a Recess

19. Questions of Privilege

20. General and Special Orders and a Call for the Orders of the Day

 

Art. IV.- Incidental Motions.

21. Questions of Order and Appeal

22. Suspension of the Rules

23. Objection to the Consideration of a Question

24. Division of a Question, and Consideration by Paragraph or Seriatim

25. Division of the Assembly, and Motions relating to Methods of Voting, or to

Closing or Reopening the Polls

26. Motions relating to Methods of Making, or to Closing or to Reopening

Nominations

27. Requests growing out of Business Pending or that has just been pending, as, a

Parliamentary Inquiry, a Request for Information, for Leave to Withdraw a

Motion to Read Papers, to be Excused from a Duty, or for any other Privilege

 

Art. V.- Subsidiary Motions.

28. Lay on the Table

29. The Previous Question

30. Limit or Extend Limits of Debate

31. Postpone Definitely, or to a Certain Time

32. Commit or Refer, or Recommit

33. Amend

34. Postpone Indefinitely

 

Art. VI. - Some Main and Unclassified Motions.

35. Take from the Table

36. Reconsider

37. Rescind

38. Renewal of a Motion

39. Ratify

40. Dilatory, Absurd, or Frivolous Motions

41. Call of the House

Art. VII.- Debate.

42. Debate

43. Decorum in Debate

44. Closing and Preventing Debate

45. Principles of Debate and Undebatable Motions

 

Art. VIII.- Vote.

46. Voting

47. Votes that are Null and Void even if Unanimous

48. Motions requiring more than a Majority Vote

Art. IX.- Committees and Boards.

49. Committees Classified

50. Boards of Managers, etc., and Executive Committees

51. Ex-Officio Members of Boards and Committees

52. Committees, Special and Standing

53. Reception of Reports

54. Adoption or Acceptance of Reports

55. Committee of the Whole

56. As if in Committee of the Whole

57. Informal Consideration

 

Art. X.- The Officers and the Minutes.

58. Chairman or President

59. Secretary or Clerk

60. The Minutes

61. Executive Secretary

62. Treasurer

 

Art. XI.- Miscellaneous.

63. Session

64. Quorum

65. Order of Business

66. Nominations and Elections

67. Constitutions, By-laws, Rules of Order, and Standing Rules

68. Amendments of Constitutions, By-laws, and Rules of Order

 

Part II.- Organization, Meetings, and Legal Rights of Assemblies.

 

Art. XII.- Organization and Meetings.

69. An Occasional or Mass Meeting

(a) Organization

(b) Adoption of Resolutions

(c) Committee to draft Resolutions

(d) Semi-Permanent Mass Meeting

70. A Permanent Society.

(a) First Meeting

(b) Second Meeting

(c) Regular Meeting

71. Meeting of a Convention.

(a) An Organized Convention

(b) A Convention not yet Organized

 

Art. XIII.- Legal Rights of Assemblies and Trial of Their Members.

72. Right of an Assembly to Punish its Members

73. Right of an Assembly to Eject any one from its Place of Meeting

74. Rights of Ecclesiastical Tribunals

75. Trial of Members of Societies

 

Plan for Study of Parliamentary Law. (PLN)

Introduction

Lesson Outlines (LES)

Index (NDX)

 

 

Garden Spot Youth Soccer Club

 

A Pennsylvania Nonprofit Corporation

 

Bylaws

 

ARTICLE I Name

 

1.1 The name of this corporation is Garden Spot Youth Soccer Club (hereinafter “GSYSC”). This corporation is incorporated under the provisions of the Nonprofit Corporation Law of 1988.

 

ARTICLE II Purposes

 

2.1 The Garden Spot Youth Soccer Club is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

ARTICLE III Offices

 

3.1 Principal Office. The principal office of the corporation shall be 1051 Main Street, New Holland, PA 17557 or such other location as the Directors may from time to time determine.

 

3.2 Other Offices. The corporation may also have offices at such other places as the Directors may select.

 

ARTICLE IV Seal

 

4.1 The corporate seal of the corporation shall be in circular form and shall bear the name of the corporation and the words Corporate Seal, Pennsylvania 2012.

 

ARTICLE V Members

 

5.1 Membership Corporation. The corporation shall have members. The Directors shall have all powers and duties for the conduct of the activities of the corporation.

 

2. 2. Single Class of Members. The corporation shall have only one class of members as defined herein.

 

3. 3. Definition of Member.

 

1. Qualifications for Membership. Individuals are classified as Members of the GSYSC provided they meet at least one of the criteria set below and are Members in good standing as shall be determined by the Board of Directors in its sole discretion:

 

9. An adult participant who has paid his/her annual fee to the GSYSC to participate on a team fielded by the GSYSC; and/or

 

2. An adult individual who is either a parent or legal guardian of a minor child or ward participating in the GSYSC; and/or

 

3. Any adult coach or adult participant, formally approved by the Board of Directors; and/or

 

4. Any adult individual who is member of the Board of Directors of the GSYSC.

 

2. In the event that an individual meets more than one of the criteria listed in Section 5.3(a), such individual shall still be considered only one Member with the same voting rights as any single Member.

 

3. In the event that an individual has more than one child or ward participating in GSYSC, that individual shall still be considered only one Member with the same voting rights as any single Member.

 

ARTICLE VI Membership Meetings

 

6.1 Monthly Meetings. The GSYSC shall hold a monthly meeting open to all Members. Such meeting shall be held at the New Holland Church of the Nazarene on the Fourth Sunday of each Month at 6 P.M. or on such date and time as determined by the Board of Directors.

 

6.2 Annual Meeting. The GSYSC shall hold an annual meeting which shall take place at the first Monthly Meeting of a calendar year for the purpose of electing the Directors of the GSYSC.

 

6.3 Special Meetings. The GSYSC may hold Special Meetings from time to time, at a date and time set by the Board of Director with at least ten (10) days written notice to all Members.

 

6.4 Quorum. No Monthly Meeting, Annual Meeting, Special Meeting or other meeting shall take place without a quorum of Members. A quorum of the Member shall exist where at least ten percent (10%) of the Members are present.

 

6.5 No Voting by Proxy. No Member shall be entitled to vote by proxy. For a member to vote at a Meeting, said Member must be physically present at the Meeting.

 

6.6 Membership Roll. Not less than ten (10) days and not more than five (5) days prior to any meeting, the Secretary of the GSYSC, or the President if the Secretary is unavailable, shall produce a Membership Roll of all active Members entitled to vote at any meeting and bring same to the meeting.

 

6.7 Only Active Members May Vote. In addition to being a member in good standing with GSYSC, a member must be an active member to vote at member meetings. An active member is a member who has attended at least three meetings in the previous twelve (12) months. If an individual has been a member for less than twelve (12) months, they shall be entitled to vote only if they have attended at least forty percent (40%) of meetings since they have become a member.

 

6.8 Rules of Order. Roberts’ Rules of Order, 11th Edition, shall govern the proceeding of all membership meeting unless said rules conflict with these bylaws.

 

6.9 Scope of Meetings.

 

1. Directors and Officers shall be entitled to bring matters for vote at any meeting.  

 

2. In the event that a Member wishes to schedule a matter for vote at a meeting, such Member shall first contact the Board of Directors and request that the Board of Directors call the matter for vote at the next Meeting. In the event that the Board of Directors does not grant a Member’s request for a vote, such Member shall be entitled to provide thirty days (30) notice to all Members after which such Member shall be entitled to raise the matter for vote at the next Meeting thereafter after the expiration of the 30-day notice period.

 

6.10 Majority Voting. All matters submitted to vote shall be decided by a majority of Members present at the Meeting. The Secretary, or the President if the Secretary is not Present, shall be charged with taking and counting votes at all Meetings.

 

ARTICLE VII Directors

 

7.1 Number, Election, Term. The Board of Directors shall consist of five (5) persons. The initial Directors are set forth in the Unanimous Written Consent of Incorporator. All successor Directors shall be chosen by the Members at the annual meeting of the Members and shall serve for terms of one (1) year each and until their successors are elected and qualified.

 

7.2 Powers. The Directors, unless restricted herein in these bylaws, shall have all powers and authority necessary for the management of the business of the corporation, including the power to borrow money, or to purchase, sell, lease or otherwise dispose of any real estate.

 

7.3 Quorum. Three-Fifths (3) of the current Directors present in person at any duly convened, annual, regular or special meeting after proper notice shall constitute a quorum of the Board.

 

7.4 Vote. Each Director shall be entitled to one (1) vote in person. An affirmative vote of a majority of the Directors present at any annual, regular, or special meeting duly convened after proper notice, at which a quorum is present, shall constitute Board action, unless a greater number is required by the Act or these By-laws.

 

7.5 Annual Meeting. The annual meeting of the Directors shall be held on the fifteenth (15th) day of each year, or upon five (5) day notice to each Director at such other time and place as the Directors shall determine. Other regular meetings of the Directors may be held as determined by the Directors.

 

7.6 Special Meetings. Special meetings of the Directors may be called by the President or by any two (2) Directors at any time. It shall be the duty of the Secretary, upon receipt of a request for such a special meeting, to send at least five (5) days' written notice stating the time, place and purpose of any special meeting to the members of the Board. If the Secretary fails or refuses to send such notice, the person(s) calling for the special meeting may call the meeting at such time or place within the Standard Metropolitan Statistical Area of the principal office of the corporation selected by such person(s).

 

7.7 Removal. Any Director may be removed from office, without the assignment of any cause, by an affirmative vote of a majority of the Members present at any annual, regular or special meeting, provided that written notice of the intention to consider removal of a Director has been included in the notice of the meeting.

 

7.8 Teleconference Meetings. One or more Directors may participate in a meeting of the Board or any committee thereof by reason of a conference telephone or similar communications equipment by which all persons participating in a meeting can hear each other.

 

7.9 Approval of Membership To Change Registration Fees. The Board of Directors shall not have the power to make any changes to the amount of registration fees (such fees being the amounts owed by a participant for a calendar year) unless and until said changes are formally approved, upon notice to all Members, at a Member Meeting.

 

ARTICLE VIII Officers

 

8.1 Positions, Election, Term. The officers of the corporation shall include a President, Vice President, Secretary, Treasurer, Boys and Girls Coordinator, Saturday Morning Coordinator, Lancaster County Soccer League Coordinator, and such other officers whose positions shall be created from time to time by the Directors. A person may hold more than one office except that the same person may not be President and Secretary. The officers shall be elected by the Directors at the annual meeting of Directors and shall serve for a term of one year and until their successors are elected and qualified.

 

2. 2. Consecutive Terms. Officers may be elected for consecutive terms.

 

8.3 Duties. The duties of the officers shall include the following:

 

1. President. The President shall preside at all meetings of the Directors; shall have general and active management of the business of the corporation; shall see that all orders and resolutions of the Board are carried into effect; and shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, and when authorized by the Board, affix the seal to any instrument requiring the same, and the seal when so affixed shall be attested by the signature of the Secretary or the Treasurer.

 

2. Vice President. The Vice President shall assist the President and shall assume all duties of the President in his or her absence. The Vice President shall also coordinate GSYSC registrations.
    

3. Secretary. The Secretary shall keep or cause to be kept full minutes of all meetings of the Directors, shall attend all sessions of the Board, shall act as clerk thereof, and shall record all votes and the minutes of all proceedings. The Secretary shall give or cause to be given notice of all meetings to the Directors as appropriate and shall perform such other duties as may be prescribed by the Directors or the President. The Secretary shall keep and attendance record of each meeting and retain safe copies of all minutes of the Members and Board of Directors as well as all written records of the GSYSC.

 

4. Treasurer. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements; shall collect all funds due the corporation and disburse funds as required to meet the obligations of the corporation; shall render to the President and Directors as requested by them but not less than once a year, regular accountings of all transactions and of the financial condition of the corporation; shall present a Treasurer’s Report showing all receipts, transfers from and to savings, disbursements, and outstanding bills at each Monthly Meeting of Members.
    

5. Girls and Boys Coordinator. The Girls and Boys Coordinator shall act as a liaison between the Board of Directors and Coaching Staff; shall be responsible for the competitive and instructional activities of the GSYSC; shall be responsible for compliance with Lancaster Area Girls Soccer and Lancaster County Intramural Boys Rules for recreational (“B”) teams; shall assist in the tryouts and coordination of the Lancaster County Soccer League; shall provide schedules for Referee Coordinator; shall attend Lancaster County Soccer League meetings as the GSYSC representative; shall provide schedules of games to the referee coordinator; shall provide the Lancaster Area Girls Soccer Coordinator with a copy of Recreational (“B”) teams; shall provide the Lancaster Area Boys Soccer Coordinator with a copy of the Recreational (“B”) teams; shall receive complaints from Members and forward same to the Board of Directors for review; shall distribute league game schedules to coaches and referee coordinator.

 

6. Saturday Morning Coordinator. The Saturday Morning Coordinator shall organize and run the Saturday Morning Intramural Program comprised of Under 6 co-ed teams and separate Under 8 boys and girls teams; shall develop an informational handout sheet for registration; shall determine the number of teams for the Saturday Morning Intramural Program; shall create team rosters; shall manager late registrations; shall determine what equipment is needed for each team and each program level; shall make announcements; shall manage coaches for each team.

 

7. Lancaster County Soccer League (Lanco League) Coordinator. The Lancaster County Soccer League Coordinator shall attend monthly Lanco League meetings in person or by proxy, shall coordinate with the coaches of the Lanco travel teams; shall declare the teams that will play in the Lanco League each season; shall coordinate with coaches who wish to register their teams with the Lanco League; shall receive completed Lanco team packets.

 

 

 

ARTICLE IX Vacancies

 

9.1 If the office of any Director becomes vacant, by an increase in the number of Directors, or by reason of death, resignation, disqualification, or otherwise, the remaining Directors may choose a person or persons, who is a Member, who shall hold office for the remaining term.

 

9.2 If the office of any officer becomes vacant, by an increase in the number of officers, or by reason of death, resignation, disqualification or otherwise, the Directors may choose a person or persons, who is a Member, who shall hold office for the remaining term.

 

ARTICLE X Resignation

 

10.1 Any Director or officer may resign from office at any time, such resignation to be made in writing, and to take effect from the time of its receipt by the corporation, unless some later time may be fixed in the resignation, and then from that date. The acceptance of the resignation shall not be required to make it effective.

 

ARTICLE XI Impeachment

 

11.1 Any Director may be impeached by a majority vote of Members present at a member meeting with a quorum provided that notice of a vote on that Director’s impeachment was provided to all Members at least ten (10) days prior to the meeting in which a vote is taken on the impeachment of a Director. No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

 

ARTICLE XII Committees

 

12.1 Standing Committees. GSYSC shall have the following Standing Committees:

 

1. Risk Management Committee. The Risk Management Committee shall be chaired by a Risk Management Coordinator who shall collect all completed RG-6 risk management forms for all adult volunteers prior to that volunteer’s involvement with GSYSC.

 

2. Equipment Committee. The Equipment Committee shall be chaired by a Equipment Co-Chairperson who shall maintain an inventory of equipment; shall organize all equipment in the equipment storage facility, shall keep track of equipment and order new equipment when necessary; shall ensure provide checklists to each coach at the beginning of each season detailing the assigned equipment; and shall collect all equipment at the end of each season.

 

3. Referee Committee. The Referee Committee shall be chaired by a Referee Coordinator who shall maintain a pool of referee and be charged with responsibility for assigning and scheduling referees for all GSYSC home games for “B” travel teams.

 

4. Registration Committee. The Registration Committee shall be chaired by a Registrar who shall maintain GSYSC registration records and files; shall register all GSYSC teams/players with EPYSA using the EPYSA software and shall order all GSYSC tee-shirts needed for each season.

 

5. Maintenance Committee. The Maintenance Committee shall be chaired by a Field Maintenance Coordinator who shall coordinate the setup, maintenance and breakdown of the A, B, and C fields at CNH; shall advise coaches of the set up and tear down dates and aid coaches in soliciting player, parent and volunteer assistance.

 

12.2 Additional Committees. The Board of Directors shall be empowered to create and terminate additional committees for the benefit of GSYSC and govern the scope and duties of such additional committees.

 

12.3 Proposed Budgets. Each Chairperson of a Committee shall annually provide the Board of Directors with a proposed budget for their committee following calendar year on or before October 31.

 

ARTICLE XIII Coaches

 

13.1 Coaches. The coach(s) have control of the activities, conduct and welfare of their team while on the practice and playing field. A coach will conduct themselves at all times as an adult and in a dignified manner. The coach is the GSYSC's representative to the players and their families. Good sportsmanship, fairness, obedience to rules and a positive attitude at all times must be evident in a coach.

 

13.2 Duties of Coaches. Coaches shall place player’s wellbeing, training, and soccer experience as the top priority in all efforts by the coach. Coaches shall at all times follow and support all programs developed and adopted by the GSYSC Board of Directors. Coaches will be responsible for all uniforms and equipment issued to them by either the GSYSC or the League. All GSYSC-owned equipment and uniform items must be returned to the Assistant Manager no later than two weeks after the final league game of the season. If the equipment and uniform items are needed longer than this designated time, permission must first be received from the Assistant Manager. Reimbursement to the GSYSC for equipment not returned to the GSYSC shall be the responsibility of the assigned coach. The coach must review a GSYSC Coach Agreement Form before they will be given a team roster or coach pass. Coaches are to provide the Board with a final team roster. Coaches are to report and explain any cards issued during an event/game by any official issued to any player or coach with 48 hours to all GSYSC board members in writing.

 

13.3 Disciplinary Actions of Player. The coach of a player involved in a disciplinary action shall be present at the designated League Meeting where the action will be reviewed.

 

13.4 Attendance at Meetings. Coaches shall attend all GSYSC member meetings. If is unable to attend a member meeting, the coach shall designate a representative from their team to attend the GSYSC meeting. All Coaches are expected to attend a minimum of four (4) GSYSC meetings in addition to the mandatory coaches meeting during the year.

 

ARTICLE XIV Fiscal Year

 

14.1 The fiscal year of the corporation shall begin on July 1 and end on June 30.

 

ARTICLE XV Finance and Accounting

 

15.1 Financial Matters. The Board of Directors shall decide all matters pertaining to finance and shall place all revenues into the treasury to be used for the benefit of the GSYSC.

 

15.2 No Compensation. No directors, officer, member, coach or volunteer of the GSYSC shall receive, directly or indirectly, any salary or monetary compensation from the GSYSC without approval of the GSYSC membership.

 

15.3 Operating Accounts. An Operating Account(s) shall be established for payments of liabilities, refunds, depositing of receipts, and the acquisitions of fixed assets. The Operating Accounts shall consist of at least one interest bearing account.

 

15.4 No Transfer of Funds. No transfers of funds be made between the Operating Account and any other accounts shall be made without express approval of the Board of Directors.

 

15.5 Approval For Expenses. All expenses above five hundred dollars ($500.00) must be approved in advance by the Board of Directors. All expenses over one thousand five hundred dollars ($1,500.00) must be approved at a GSYSC member meeting.

 

15.6. Minor Expenses. All expenditures under five hundred dollars ($500.00) may be made by a Director or Standing Committee Chairperson and must be accompanied with an appropriate invoice or sales slip. An appropriate invoice or sales slip is defined as one clearly marked with the purchaser’s signature, a description of the goods purchased, reason for purchase, dollar amount of purchase, purchase date, and from who purchased. Before an individual can receive payment for goods purchased on behalf of the GSYSC, that individual must submit to the Treasurer or President an appropriate invoice or sales slip. No purchases may be made on an open account without prior approval of the Board of Directors. If such purchase is approved, then an appropriate invoice or sales slip, for that purchase, must be forwarded to the Treasurer by the next General Membership Meeting of such purchase. If an appropriate invoice or sales slip is not submitted within the required time, then payment to the supplier for that purchase may become the responsibility of the person doing the buying and not that of the GSYSC.

 

15.7 Disbursements. No disbursements shall be made without the authorized signatures of the members of the Board of Directors.

 

15.8 Independent Auditor. Each December the Board of Directors shall cause an independent auditor to conduct a minimum of a compilation of the GSYSC’s financial statements. The Treasurer shall present the results of the independent auditor.

 

ARTICLE XVI Travel Team Regulations, Registration

Requirements and Assembly of Teams

 

16.1 Division of Teams. The GSYSC’s travel teams shall be divided into age divisions to facilitate competition among its participating teams. The number of age divisions and the number of teams to participate in each age division will be determined by Board of Directors following the registration for that season.

 

16.2 EPYSA Guidelines. Age divisions and corresponding player ages shall be determined by the EPYSA guidelines.

 

16.3 Creation of LANCO Team. Any Coach or Parent who wishes to create or maintain a LANCO Team or Coach a Recreational Team for a season must advise the membership at the club meeting prior to registration. At the club meeting following registration it will be decided what LANCO teams will be fielded. No LANCO teams shall be fielded without presentation at a GSYSC meeting. Tryouts will be conducted for “A” travel teams when not all registrants will be accepted on to the team. All tryout results will be given to the GSYSC secretary following try outs.

 

ARTICLE XVII Penalties And Fines For Misconduct At A Game

 

17.1 Procedure for Penalties. The penalties specified by these bylaws shall be administered in accordance with guidelines provided by Eastern Pennsylvania Youth Soccer Association. The penalties specified in these Bylaws are minimum penalties, and may be increased at the sole discretion of the Board of Directors. In addition to GSYSC by-law and policies, GSYSC will also adhere to all polices and by-laws administered by EPYSA, and any other organization in which the GSYSC is participating in.

 

17.2 Penalties. GSYSC will institute the following penalties:

 

a. Red Card. A player shall receive a two game suspension if a player was given a red card due to one or more of the following, fighting and/or spitting. physical contact deemed aggressive, or foul and abusive language.

 

ARTICLE XVIII Dissolution

 

18. 1 Dissolution. The GSYSC may be dissolved after Motion by a Board member seconded by two (2) other Board members, raised at four (4) consecutive meetings, including at least two (2) General Public Meetings and at least two (2) Board meetings. The Motion for Dissolution may or may not include a Motion for Special Meeting, but must be raised specifically and placed on the agenda as a separate Motion for Dissolution. A Motion for Dissolution may carry only with a vote of 2/3 majority of members and Board members in attendance of the meeting.

 

18.2 Effect of Dissolution. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes with the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

ARTICLE XIX Notices

 

19.1 Notice may be given either personally or by sending a copy thereof by first class mail, postage prepaid, or by telegram, charges prepaid, to the address appearing on the books of the corporation or supplied to the corporation for the purpose of notice. If the notice is sent by mail or telegram, it shall be deemed to have been given when deposited in the mail or with the telegraph office for transmission. Such notice shall specify the place, day and hour of the meeting and in the case of a special meeting or where otherwise required, the general nature of the business to be transacted. Any required notice may be waived by the written consent of the person entitled to such notice, and attendance of a person at any meeting in person or by proxy shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

 

ARTICLE XX Amendment

 

20.1 The Bylaws of the corporation may be amended by an affirmative vote of a majority of the Directors in office at any annual, regular or special meeting duly convened after notice of such purpose.

 

ARTICLE XXI Liability and Indemnification of Officers and Directors

 

21.1 General Rule. A Director shall not be personally liable for monetary damages as Director for any action taken, or any failure to take any action, unless

 

(1) the Director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in Section 8363 of Subchapter F of Chapter 83 of Title 42 of the Pennsylvania Consolidated Statutes and any amendments and successor acts thereto; and

 

(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; Provided however, the foregoing provision shall not apply to (1) the responsibility or liability of a Director pursuant to any criminal statute or (2) the liability of a Director for the payment of taxes pursuant to local, state or federal law.

 

21.2 Indemnification. The corporation shall indemnify any officer or Director or employee or other representative of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the corporation) by reason of the fact that such person is or was a representative of the corporation, against all expenses (including attorney fees), judgments, fines and amounts paid in settlement as to actions taken, or omitted to be taken, in such person's official capacity as officer or Director and as to actions taken, or omitted to be taken, in another capacity while holding such official capacity, or in such person's capacity as employee or representative provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

 

21.3 Advancement of Expenses. Expenses incurred by a person entitled to indemnification pursuant to this Article in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

 

21.4 Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Director or employee or representative of the corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

 

21.5 Other Rights. This Article shall not be exclusive of any other right which the corporation may have to indemnify any person as a matter of law.

 

ARTICLE XXII Subventions

 

22.1 The corporation shall be authorized, by resolution of the Directors, to accept subventions on terms and conditions not inconsistent with the Act and to issue certificates therefor.