Section 1.01

The name of the Corporation shall be the Quaker Valley Recreation Assocation and it is sometimes referred to in these By-Laws as the Corporation.

Section 1.02

The Corporation shall maintain divisions dedicated to the planning, delivery and monitoring of its youth development activities. The division dedicated to the Corporation’s activities related to the sport of soccer shall be known as The Ohio River Valley Football Club – The Sentinels (“ORVFC”). The division dedicated to the Corporation’s activities related to the sports of softball and baseball shall be known as Quaker Valley Softball and Baseball (“QVSB”).

Section 1.03

The Corporation shall adopt and maintain a fiscal year as determined by the Board of Directors.

Section 1.04

Each division will solicit recommendations for qualified and interested people to serve as league commissioners and other official positions, including the position of an Assistant Treasurer of the Corporation who shall serve as the Controller for the division, as identified by each division.
Based on these recommendations, each division will recommend league commissioners and other official positions, which appointment shall be subject to approval by the Board of Directors.

Section 1.05

Each division shall be subject to overall control from the Board of Directors. The Board of Directors shall appoint the President of each division, which Division President shall serve at the pleasure of the Board of Directors. Subject to approval and oversight of the Board of Directors, the Division President shall be responsible for coordinating the size, composition and operating rules and procedures of the division. The Division President of any division may, but need not be, a Director.

Section 2.01

The purpose of this Corporation is to organize and conduct programs of education and athletic competition in amateur youth sports including but not limited to soccer, baseball and softball. Its goals are to promote and elevate the standards of sportsmanship and fair play among the youth of our community; to provide an opportunity for all participants to develop and improve their athletic skills; and to promote all amateur youth sports in a spirit of cooperation with other community activities within our region.

Section 2.02

The Corporation does not and shall not discriminate on the basis of race, religious beliefs, sex or national origin.

Section 2.03

The Corporation shall be noncommercial, nonsectarian and nonpartisan.

Section 2.04

The Corporation is organized exclusively for charitable, educational, and instructional sports purposes, including, for such purposes, the making of contributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue Law), provided that such contributions further the charitable purposes of the Corporation.

Section 2.05

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code (or Revenue Law) or (b) by a Corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law).

Section 2.06

Upon dissolution of the Corporation, the Board of Directors shall, after paying or making
provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization (s) organized and operated exclusively for charitable, educational, or instructional sports purposes as at the time shall qualify as an exempt organization (s) under Section 501(c) (3) of the Internal Revenue Code (or the corresponding provisions of any United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Corporation is then located, exclusively for such purposed or to such organization (s), as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 2.07

The purposes of the Corporation are promoted through the development of projects and programs; and are governed and qualified by the basic policies set forth in Article 3. The Corporation shall seek and accept contributions to enable it to perform its exempt duties.

Section 2.08

The name of the Corporation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any purpose not appropriately related to the promotion of the objects and purposes of the Corporation.

Section 2.09

The Corporation and its divisions shall consist of youth groups with operations geographically based primarily within the Quaker Valley School District boundary participating in amateur youth sports and whose membership may include individuals residing outside of the Quaker Valley School District and shall be governed by the rules and regulations established by the Corporation.

Section 2.10

The Corporation shall cooperate with other organizations and local, state and governmental
agencies concerned with child welfare and programs for youth in the region.

Section 2.11

No part of the income of the Corporation shall inure to the benefit of any member, trustee,
Director, Officer of the Corporation, or any private individual (except that reasonable
compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no member, trustee, Officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on the dissolution of the Corporation.

Section 2.12

The purpose of ORVFC is to administer and receive funds exclusively to promote the growth and appreciation for the game of soccer, by providing opportunities that primarily occur within but are not limited to a 15 mile perimeter including and surrounding the area represented by the 15143 U.S. postal code within the Commonwealth of Pennsylvania, to participate in organized games of soccer; and to carry on such activities and deal with and expend any corporate money for any of the aforementioned purposes without limitation except as prescribed by law.

Section 2.13

The purpose of QVSB is to administer and receive funds exclusively to promote the growth and appreciation for the games of softball and baseball, by providing opportunities that primarily occur within but are not limited to a 15 mile perimeter including and surrounding the area represented by the 15143 U.S. postal code (or such other area as may be permitted by the official rules and regulations of Little League International) within the Commonwealth of Pennsylvania, to participate in organized games of baseball or softball; and to carry on such activities and deal with and expend any corporate money for any of the aforementioned purposes without limitation except as prescribed by law.

Section 3.01

The business and affairs of the Corporation shall be managed by a Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not proscribed by statute or by these By-Laws. The President of the Corporation shall serve as the Chairman of the Board of Directors.

Section 3.02

The number of Directors, which shall constitute the whole Board, shall be determined by the
Board of Directors in its sole discretion, provided, however, that the number of Directors shall be no fewer than five (5) and not more than fifteen (15). Directors shall serve a term of one (1), two (2) or three (3) years to be determined prior to the election of each Director.

Section 3.03

The Directors shall be elected by Participants present, in person or by proxy, at the annual meeting of Participants to be held each year (except as otherwise provided herein in the case of vacancies and newly created Directorships).

Section 3.04

For the nominating of candidates for the Board for Directors and appointment of Officers, a

nominating committee will be appointed by the President consisting of one (1) representative from each division of the Corporation, the current President, which representative may, but need not be, a Director, and three (3) additional members of the current Board of Directors. The nominating committee shall:

1. Consider recommendations for each office and Director position to be filled;
2. Submit their list of nominees to the Board of Directors at their meeting the
   month prior to the annual meeting; and
3. Accept alternate nominations for a run-off election up to one week before the annual meeting.

Section 3.05

Vacancies on the Board of Directors, including vacancies resulting from an increase in the number of Directors, death, disability or resignation, may be filled by a majority vote of the remaining members of the Board although less than a quorum at a duly called meeting of Directors, and each person so elected shall be Director until his successor is elected at the next annual meeting.

Section 3.06

All actions by the Board of Directors at a meeting of the Board, except the annual meeting, shall require a quorum. A quorum shall consist of at least one-half of then existing members of the Board of Directors present at a meeting duly assembled. Members of the Board of Directors may participate in a meeting of the Board by means of a telephone conference or similar method of communication by which all persons participating in the meeting may hear one another.
Participation in a meeting by said means constitutes presence in person at the meeting. Only Board Members may vote at Board meetings.

Section 3.07

The Board of Directors shall at all times designate at least one Director to act as a representative from, and official Board liaison to, each division.

Section 3.08

The Board of Directors shall use reasonable efforts to hold regular meetings on a monthly basis throughout the year. No notice shall be required for regular meetings for which the time and place have been fixed. Directors may place items on the agenda of any such regular meeting by giving written notice to the Secretary at least three days prior to the meeting. The President, Secretary or any two Directors may call for a special meeting of the Board of Directors. The Secretary shall provide notice of any such special meeting of the Board of Directors to each Director at least two days before the day of such special meeting. Notice given by facsimile transmission, e-mail or other electronic communication to the facsimile number or address for e-mail supplied by the Director to the Corporation shall constitute notice when sent. The notice need not state the business to be transacted at, nor the purpose of, the meeting.

Section 3.09

Any or all Directors may be removed for cause or without cause in accordance with the provision of the Pennsylvania Nonprofit Corporation Law of 1988.

Section 4.01

The Officers of the Corporation shall have all of the powers and duties granted under Pennsylvania law. The Officers of the Corporation shall be the President, Vice-President, Treasurer and Secretary, and any other Officers as the Board of Directors shall direct. No person shall hold more than one office of the Corporation at any one time. Each Officer shall hold their offices for one (1) year or until their successors are elected and duly qualified. The Officers of the Corporation shall hold office until their successors are chosen and have qualified. Any Officer or agent elected or appointed by the Board of Directors may be removed by a majority vote of the entire Board of Directors whenever, in its judgment, the best interest of the Corporation will be thereby served. If the office of any Officer becomes vacant for any reason, the Board of Directors may fill the vacancy.

Section 4.02

The President shall serve as the Chairman of the Board of Directors and shall preside at all meetings of the Corporation and the Board of Directors at which he or she may be present: shall perform such other duties as may be prescribed in these By-Laws or assigned him/her by the Corporation or by the Board of Directors and shall coordinate the work of the Officers, divisions and committees of the Corporation in order that the purposes of the Corporation may be promoted.

Section 4.03

The Vice President shall preside at all meetings of the Corporation and the Board of Directors at which the President is not present, and shall perform such other duties as may be prescribed in these By-Laws or assigned to him/her by the Corporation or Board of Directors.

Section 4.04

The Secretary shall record the minutes of the Corporation and the Board of Directors, provide notices of meetings of the Participants of the Corporation and the Board of Directors, and shall perform such duties as may be delegated to him or her.

Section 4.05

The Treasurer shall:

1. Oversee the funds of the Corporation
2. Keep a full and accurate account of receipts and expenditures and shall make disbursements in accordance with the approved budget, as authorized by the Corporation, the Board of Directors, or a special committee
3. Present an unaudited financial statement at every meeting of the Corporation and at other times when requested by the Board of Directors and shall make a full report at the annual meeting
4. Be responsible for the maintenance of such books of account and records and
   conform to the requirements of the By-Laws

Section 4.06

The Assistant Treasurer(s), if any, shall serve as the Controller for the division to which he or she is assigned by the Board of Directors. In that capacity, each Assistant Treasurer shall perform such duties and tasks related to the financial affairs of such division as may be assigned to him or her by the Board of Directors from time to time.

Section 4.07

All Officers shall:

1. Perform the duties prescribed in parliamentary authority in addition to those outlined in the By-Laws and those assigned from time to time.
2. Deliver to their successors all official material not later than (30) thirty business days following the election of their successors.

Section 5.01

For purposes of these By-Laws, a “Participant” in the activities of the Corporation shall consist of any child who was registered on the books and records of the Corporation as a participant in any athletic program sponsored by any of the divisions of the Corporation during the twelve-month period ending on the date of any meeting at which official action is to be taken by the Participants. Any voting rights granted by these By-Laws or by applicable law to a Participant shall be held and eligible to be exercised solely by the parent of, or other person standing in loco parentis to, the Participant. Nothing in these By-Laws shall restrict the voting and other rights, authority, powers and privileges afforded Participants under the Pennsylvania Non-Profit Corporation Law and nothing now or hereafter contained in these By-Laws shall, or shall be deemed to, limit or restrict any such rights, authorities, powers or privileges that contitute or would constitute a limitation, restriction or revocation of any right, authority, power or privilege to which Participants would be entitled absent such election or adoption.

Section 5.02

An annual meeting of the Participants of the Corporation shall be held following the close of each fiscal year of the Corporation at a date and time to be fixed by the Board of Directors in its sole discretion. At such a meeting, the Participants shall vote to elect members of the Board of Directors and Officers of the Corporation in accordance with the requirements of these By-Laws. The Participants may also transact such other business of the Corporation as may properly come before such annual meeting.

Section 5.03

A special meeting of Participants may be called by the President or shall be called by him/her as directed by a resolution adopted by the Board of Directors or upon written request of at least fifty (50) of the Participants. The Board of Directors shall establish the agenda for any such special meeting.

Section 5.04

It shall be the duty of the Secretary to provide notice of each annual meeting, and any special meeting duly called, stating the purpose thereof, as well as the time and place where it is to be held, to the Participants. Such notice shall be given at least ten (1) and not more than sixty (60) days prior to such meeting. Notice given by any one of the following means of providing notice shall satisfy the requirements of this Section 5.04: (1) Official publication as authorized by the Pennsylvania Nonprofit Corporation Law of 1988, as it may be amended from time to time, (2) electronic communication to Participants and their parents/legal guardians by transmission to the e-mail address for the Participants’ parents/legal guardians that appears on the registration forms used to register Participants for participation in the Corporation’s activities, or (3) mailing notification by United States postal service to the address that appears on the books and records of the Corporation for the Participants, or if no such address appears, at the Participant’s last known place of residence.

Section 5.05

At least 50 Participants present at an annual or special meeting, either in person or by proxy, shall be required to constitute a quorum for the transaction of business. Participants may participate in an annual or special meeting of the Participants by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting by said means constitutes presence in person at the meeting.

Section 5.06

At any meeting of Participants, any person entitled to vote may designate another person or persons to act for him or her by proxy in any manner described in, or authorized by, the Pennsylvania Nonprofit Corporation Law of 1988.

The Board of Directors may, from time to time, appoint committees to promote the Corporation’s purposes and to oversee and manage certain aspects of the activities of the Corporation. The scope of responsibilities of any such committee, as well as procedures for the selection of committee members, shall be set forth in policy statements and procedures that are adopted by the Board of Directors from time to time.

Section 7.01

Fees and other monies collected by the Corporation shall be placed in a depository recommended by the Treasurer and approved by the Board of Directors. All checks, notes, drafts and obligations of the Corporation shall be signed or approved by such Officer(s) as may be directed by the Board of Directors. Notwithstanding any procedures, policies or provision of these By-Laws to the contrary, all withdrawals and payments in the name of the Corporation in excess of $500.00 will require the approval of the Treasurer or the President.

Section 7.02

Beginning with the first fiscal year that starts after the approval of these Amended and Restated By-Laws, the Board of Directors shall adopt a budget for each fiscal year that includes a proposed budget from each division as prepared by the Controller of each division and consolidated within the budget of the Corporation. The Corporation and each division shall function within the total of such budget and sub-budget respectively and expenditures in excess of such budget must be approved by the Board of Directors. The Controller of each division shall provide the Treasurer and the Board of Directors with such regular reports as may be required by the Board of Director in its discretion. Each division Controller will have authorization to collect dues and, subject to Section 7.01, issue checks or otherwise approve payments in accordance with the division’s approved budget;

Section 7.03

The Treasurer, Assistant Treasurer(s), and other Officers and members of the staff handling the funds of this Corporation shall be appointed without bond.

Section 7.04

There shall be an annual audit of the finances of the Corporation by an Audit Committee appointed by the President and the report of the Audit Committee, together with a report from the Treasurer, shall be submitted to the Board of Directors at least 30 days prior to the annual meeting of Participants;

Section 8.01

The Corporation shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (including actions by or in right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust of other enterprise, against expenses (including reasonable attorney’s fees) judgments, fines, and amounts paid in settlement actually and reasonable incurred, if such person has been successful on the merits or otherwise in any such action or, upon a determination in the specific case that such indemnification is proper in the circumstances because he has met the standard of conduct applicable in Section 7741 or Section 7742 of the Pennsylvania Non-Profit Corporation Law of 1972. The Corporation may purchase and maintain insurance for the purposes of indemnification on behalf of any or all persons to the full extent permitted under Section 7747 of the Pennsylvania Non-Profit Corporation Law of 1972.

Section 8.02

The Corporation assumes no responsibility whatsoever for any injury to any individual that may result during any activity or function conducted by the Corporation.

Section 8.03

No indemnification shall be made in respect of any claim, issue or matter as to any person judged liable for negligence or misconduct in the performance of his/her duty to the Corporation unless and only to the extent that the court of common pleas of the county in which the registered offices of the Corporation are located, or the court in which such action or suit was brought, shall determine that, despite the adjudication of liability but in the view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity of such expenses which the court of common pleas or other such court shall deem proper.

Section 8.04

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this section.

Section 9.01

These By-Laws may be amended, repealed, or altered in whole or in part by the affirmative majority vote of the Participants voting, either in person or by proxy, at any regular or special meeting of Participants.

Recognizing the need for a comprehensive risk management program to protect the Corporation, its Participants and other persons who participate in the activities sponsored by the Corporation, the Corporation will appoint a Risk Management committee to oversee the implementation and adherences to the guidelines proposed and adopted by the Corporation, as well as continue the development and improvement of the Corporation’s risk management program.

Section 10.01

It is recommended that within three weeks of the first day of play of each season for each respective division, the Corporation will have on file Act 33 and 34 clearance forms for each coach and assistant coach of that said division. The Corporation may select the names of certain coaches and assistant coaches from the division across age groups. The Act 33 and 34 clearance forms from the selected names, if any, will be submitted to the Commonwealth of Pennsylvania at the expense of the Corporation. The Corporation shall keep all documents relating to Act 33 and 34 clearances in a secure place and maintain confidentiality regarding the contents of the documents. Individuals whose clearance submissions reflect an affirmative response shall be subject to review by the Risk Management committee to determine status. All decisions of the Risk Management committee may be appealed to the Review Board of the Board of Directors.

Section 10.02

Each division shall publish a Policies and Procedures Manual that will outline the necessary processes, roles, responsibilities and metrics required to successfully implement each division’s  program in adherence to the By-Laws of this Corporation and the rules and regulations of the league(s) to which each respective division’s program is a member. The Policies and Procedures Manual for each division will be reviewed, amended as necessary and approved by the Board of Directors.

Section 11.01

The Corporation recognizes the rights of its Participants, their parents, legal guardians, referees, umpires and others who participate in the Corporation’s activities to have a fair hearing regarding any matter of discipline. The Corporation also recognizes the right of such persons to appeal any decision made by the Corporation pertaining to them directly.

Section 11.02

Each division of the Corporation shall maintain and enforce policies relating to all disciplinary matters. Nothing in these By-Laws shall limit the right of each division to suspend any Participant, coach, parent or other person subject to discipline from further participating in the division’s activities during the pendancy of any Review Board proceedings provided for in these By-Laws.

Section 11.03

The Board of Directors, or any committee thereof designated by the Board of Directors, shall constitute and act as a Review Board in the event of grievances regarding individual managers, coaches, Participants, or other persons subject to discipline from any division of the Corporation. Any such hearings by the Review Board shall use the following procedures: All hearings shall be heard by a hearing panel consisting of the President and two members of the Board of Directors nominated by the President with the approval of the Board of Directors. Any person who wishes to appeal the disciplinary action of any of the Corporation’s divisions shall provide written notice to the President of the Corporation within 5 days of the division’s disciplinary action. The appellant shall be notified in writing as to the date, time, location and reason for the appeal hearing. The notice shall be sent to the person proposed to be subject to discipline either by regular and certified mail and postmarked or by electronic mail sent to the e-mail address for such person that has been provided to the Corporation for such person. Such notice shall be sent no less than fourteen (14) days prior to the scheduled hearing date. The person proposed to be subject to discipline shall have the right to present evidence in his or her defense at the hearing and to have the assistance of counsel. The decision of the hearing panel shall be in writing and either mailed by regular and certified mail or sent by electronic mail sent to the e-mail address for such person that has been provided to the Corporation for such person. Such decision shall be sent within ten (10) days of the date of the hearing to the person proposed to be subject to discipline and to each member of the Board of Directors.