Club Bylaws

ARTICLES OF INCORPORATION FOR THE WESTMORELAND RUGBY FOOTBALL CLUB

(Amended and Ratified – June 14, 2015)

ARTICLE I – NAME & LOCATION

Section 1.01 Name. The name of this organization is the Westmoreland Rugby Football Club, also known as the Pittsburgh Highlanders Rugby Football Club, (hereinafter “Club”), which is a non-profit organization under the Non-profit Corporation Act of the State of Pennsylvania, as filed on January 1, 1987 under entity number: 961012.

Section 1.02 Location. The principle office of the Westmoreland Rugby Football Club shall be located within or near the city of Pittsburgh, Pennsylvania, at such place as the Executive Board shall from time to time designate. The Club may maintain additional offices at such other places as the Executive Board may designate. The Club shall continuously maintain within the city of Pittsburgh, a registered office at such place as may be designated by the Executive Board.

ARTICLE II – PURPOSE

Section 2.01 General Purposes. The Club is organized and operated for the following general purposes:

  1. An amateur athletic organization operated to foster national Rugby Union competition among its members within the meaning of 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States internal revenue law.
  2. To exercise such rights, powers, duties and authority of a nonprofit organization under the Non-profit Corporation Act of the State of Pennsylvania which are consistent with the preceding paragraph.

Section 2.02 Specific Purposes. The specific purposes of the Club include the following:

  1. To foster, promote and advance amateur participation in the growth and development of Rugby Union nationally and internationally;
  2. To guard the interests of the Club’s teams and to encourage good sportsmanship and fair play;
  3. To train players in basic skills up through advanced skills, and to encourage them to attend local, state, national and international competitions and tournaments;
  4. To represent area athletes within the rules and bylaws of the Club’s governing bodies: Allegheny Rugby Union (Local), Midwest Territory (Regional) and USA Rugby (National).

ARTICLE III – MEMBERSHIP

Section 3.01 Membership. Club Membership shall be open to any person willing to contribute to the interests and goals of the Club and shall not be denied to any person due to age, race, religion, sex, handicap, or national origin. Furthermore, all members agree to abide by these Articles.

Section 3.02 Classes of Members. The membership of the Club shall be divided into the following classes:

  1. Competitive Players – members of the Club who are CIPP registered and actively participating in games and practices. Actively is defined as more than 50%.
  2. Social Players – members of the Club who are CIPP registered and occasionally participating in games and practices. Occasionally is defined as less than 50%.
  3. Rookie Players – members of the Club who are CIPP registered and playing in their first season with the Club, regardless of participation level.
  4. General Members – members of the Club who are not CIPP registered and not playing with the Club. These members enjoy all the benefits of Club membership with participating on the field.

*Club Membership may be divided by sex for the purposes of dues only.

Section 3.03 New Membership Categories. The Executive Board shall have the authority to create new membership categories by a majority vote. The Executive Board shall specify the rights and limitations of each new category at the time it is created.

Section 3.04 Good Standing. Members are considered in good standing when membership dues are current and they conduct themselves in a manner that reflects the best interests of the Club on and off the field.

Section 3.05 Voting Rights. All Club members in good standing shall be entitled to cast one vote with respect to those matters submitted to the members for action or approval. Votes may be taken by voice, by a show of hands, by written ballot or by proxy via electronic means. However, in the case of Executive Board elections, votes may be taken via secret ballot if deemed necessary by the Executive Board.

Section 3.06 Membership Dues. All Club members shall pay season dues to the Club in such amounts and in such manner as the Executive Board determines from time to time. Each year, the Executive Board will specify a date, and give all members prior written notice thereof, when membership dues are due, and permit members to pay their dues at any time within ninety (90) days thereafter.

From time to time, the Executive Board may decide to discount membership dues for a member or members. This must be passed by a simple majority vote by the Executive Board. Some reasons for discounted dues may include incurred expenses on behalf of the club or the member only being able to participate in Club events on a part time basis for a given season.

Section 3.07 Meetings of Members. The annual meeting of the voting members shall be held in June of each year, or such other time as the Executive Board may fix in the notice of such meeting, at the principle place of business of the Club or in such other place as may be designated by the Executive Board.

At such annual meeting the Executive Board of the Club shall then be elected, but if such meeting is not held or if the Executive Board members are not elected thereat, they may be elected in any special meeting of the voting members held for that purpose. Special meetings of the voting members for any purpose or purposes may be called at any time by the President or requested by a majority vote of the Executive Board. Non-club members may attend a meeting of members, however they are not permitted the floor unless requested upon by the Club members or Executive Board for a specific purpose.

Section 3.08 Notice of Meetings of Members. Notice if any regular and special meeting shall be given to each member entitled to vote thereat, either personally or by email or SMS text messaging (“electronic means”) based upon the information provided in Club records and posted publicly online via the Club’s official website. Such notices shall not be sent no less than ten (10) days prior and not more than sixty (60) days before each meeting, and shall specify the place, day, and hour of the meeting and shall state the general nature of the business to be considered in such meeting. The notice of the annual meeting shall designate it as such.

Section 3.09 Quorum. The presence in person of at least two – thirds (2/3) of the membership shall constitute a quorum. The members present in person at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present.

Section 3.10 Voting via Proxy by Electronic Means. If determined by the Executive Board, the annual election of Executive Board Members or other votes shall take place via proxy. If it is so determined, ballots may be submitted via electronic means to the directed officer who them must be able to provide verification to the Executive Board via printing the e-mail or displaying the SMS text message.

Section 3.11 Suspension and Expulsion. Any member may be suspended or expelled from the membership with cause upon the affirmative majority vote of the Executive Board if, in the discretion of the Executive Board as indicated in such vote, such suspension or expulsion would be in the best interests of the Club. Nothing in these Bylaws shall be construed as granting to a member a continued membership of expectation of membership in the Club.

Section 3.12 Readmission to Membership. The Executive Board may in its discretion re-admit former members. Any decision to re-admit a former member shall require the approval of the majority of the Executive Board.

ARTICLE IV – EXECUTIVE BOARD

Section 4.01 Responsibility. All officers are responsible to the voting membership of the Club.

Section 4.02 General Powers. Subject to any limitations of these Articles of Incorporation or the Pennsylvania Non-profit Corporation Act, all organizational powers shall be exercised by, or under the authority of, and the business and affairs of the Club shall be controlled by the Executive Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Executive Board Officers shall have the following powers:

  1. To appoint directors and chairpersons to the Club, subject to such limitations as may appear in these Articles, and to prescribe such powers and duties for these persons as may not be inconsistent with law or these Articles.
  2. To conduct, manage and control the affairs of the Club, and to make such rules and regulations therefore, non-inconsistent with law or these Articles, as they may deem best.
  3. To designate any place for the holding of any membership or Executive Board meeting, to change the principal office of the Club for the transaction of its business from one location to another.
  4. To borrow money and incur indebtedness for the purpose of the Club and to cause to be executed and delivered therefore, in the Club’s name, promissory notes, bond, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt, and securities thereof.
  5. To manage in such a manner as they may deem best, all funds and property, real and personal, received and acquired by the Club, and to distribute, loan or dispense the same or the income and profits there from.
  6. To create such trusts, foundations and subsidiaries, as the Executive Board shall deem necessary and to appoint the trustees, directors, or other governing officials of such legal entities.

Section 4.03 Number and Selection. The voting membership shall elect a President, a Men’s Vice President, a Women’s Vice President, a Treasurer and a Match Secretary. Each officer shall hold their office until a successor is elected and qualified, or until the officer’s resignation, death or removal.

Section 4.04 Qualifications for Office. Every Officer must be a member in good standing of this Club. No Officer shall serve with compensation except for reimbursement for reasonable expenditures incurred on behalf of the Club. All Officers should be at least 18 years old.

Section 4.05 Election of Officers. All Officers shall be elected by the voting members of the Club, with the exception of the Men and Women’s Vice Presidents. They will be elected by a simple majority of only the sex that they represent. A simple majority vote is required to win the election for each Officer position. Voting will occur at the Annual General Meeting in June of each year. If no nominations are brought forth by the voting members, the incumbent remains in the position for another term.

Section 4.06 Nomination of Officers. Prior to the annual meeting of the voting members, the Executive Board will announce the date of the Annual Meeting and notify all of the voting members of the nomination period. This period shall not be less than fourteen (14) days. During this period the voting members shall notify the Executive Board verbally or through electronic means their nominations for each Officer position. During opening business of the Annual General Meeting, the nomination will be read, a voting member besides the member who initiated the nomination must second the nomination and finally the nominated member must accept the nomination. All nominated members must be deemed qualified per Section 4.04 of these Articles.

Section 4.07 Term of Office. The regular term for each Officer shall be one (1) year, unless sooner terminated by death, incapacity, resignation or removal. There are no limitations on serving in any Officer position for successive terms. All Officers shall hold office until the expiration of the term for which each was elected, until a successor has been duly elected and qualified, or until the Officer’s prior resignation or removal has been hereinafter provided.

Section 4.08 Resignation and Removal. Any Officer may resign from office at any time by giving written notice thereof to another Officer of the Club. Any Officer may be removed with cause by either majority vote of the Executive Board or a majority vote by the voting membership of the Club.
Some causes for removal from office:

  1. Conviction of a felony;
  2. Commitment of a material breach of fiduciary duty;
  3. Commitment of an act of moral turpitude;
  4. Ceasing to be a member in good standing of the Club

Section 4.09 Existence of Vacancies. A vacancy in the Executive Board exists in case if the happening of any of the following events:

  1. The death, incapacity, resignation or removal of any Officers
  2. The creation of another authorized Officer position

A vacancy does not require an immediate fulfillment, however the vacancy must be filled at the next assigned meeting of the Club’s voting membership.

Section 4.10 Filling of Vacancies. Any vacancy occurring on the Executive Board may be filled by a quorum vote of the Club’s voting membership at the next Club meeting. Nominations will be made in the manner described in Section 4.06 of the Club’s Bylaws. The Officer will be chosen to serve the remaining term of the vacant office. If the Executive Board accepts the resignation of an Officer for a future date, the voting membership may select a successor to take office immediately upon the effective date of the resignation. In the event that the next meeting of voting membership does not meet quorum, the vacancy will be filled by a majority vote of the remaining Executive Board members.

Section 4.11 Place and Number of Meetings. Meetings of the Executive Board shall be held at any place which has been designated, from time to time by resolution of the Executive Board or by consent of all Officers. The Executive Board shall hold as many meetings are required to properly communicate and make decisions for the Club.

Section 4.12 Annual and Special Meetings. Within 60 days of the Club’s Annual General Meeting, the Executive Board shall hold an annual meeting for the purpose of filling vacancies of directors and chairpersons and to also determine the due structure for the upcoming year. Other business may be transacted at the annual meeting if proper notice thereof is given. Special meetings of the Executive Board for any purposes may be called at any time by the President, or if the President is absent, or unable or refuses to act, by a majority of the Officers in office.

Section 4.13 Notice of Meetings. A regular meeting of the Officers may be held without prior notice. Notice of the time and place of special meetings of the Board shall be given personally or via electronic means within three (3) days of any such meeting. The general nature of the meeting should be explained in any notice.

Section 4.14 Quorum and Voting. A majority of the elected and qualified Officers shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Executive Board Officers present at the meeting will be duly held, at which a quorum was present, shall be regarded as the act of the Executive Board, unless a greater number is required by law or by these Articles. Each Executive Board Officer is entitled to one (1) vote. Voting by proxy is permitted if deemed necessary.

Section 4.15 Presumption of Assent. An Officer who is present at any meeting of the Executive Board, or a committee thereof of which the Officer is a member, at which action on a Club matter is taken, is presumed to have assented to such action unless a dissent is entered in the minutes of the meeting unless the Officer files a written dissent to the action with the person acting as secretary of the meeting before or promptly after the adjournment thereof. An Officer who is absent from a meeting of the Executive Board, or a committee thereof of which the Officer is a member, at which any such action is taken is presumed to have concurred in the action unless the Officer files a dissent with the Secretary of the Club within a reasonable time after obtaining knowledge of the action.

Section 4.16 Action by Unanimous Written Consent. Any action required or permitted to be taken by the Executive Board may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of the Executive Board. If authorized by writing and signed individually or collectively by all Officers. Such consent shall be file with the regular minutes of the Executive Board.

Section 4.17 ex Officio Board Advisors. All current Officers of the Club and the immediate past President of the Club, to the extent such persons are not elected Executive Board Officers, shall be ex officio advisors to the Executive Board. Ex officio advisors are entitled to attend and participate in meetings of the Executive Board, but not vote in their ex officio capacity given they are still in good standing with the club. However, the immediate past President may vote solely in the event of a tie vote among the Executive Board Officers present at a duly convened meeting of the Executive Board, to break the tie. Current directors and chairpersons shall be ex officio advisors so long as they are not currently serving on the current Executive Board of the Club.

Section 4.18 Committees. Committees of the Executive Board shall be standing or special. The Executive Board or the President of the Club may refer to the proper committee any matter affecting the Club or any operations needing study, recommendation, or action. The Executive Board may establish such standing or special committees as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Pennsylvania Nonprofit Corporation Act. The Executive Board shall appoint the members of such committees. Persons other than the Officers may be appointed to such committees, but the Chair of each Committee must either be a club Officer or an appointed Director.

ARTICLE V – CLUB OFFICERS

Section 5.01 President. The President shall be the chief executive and operating Officer of the Club, but subject to the direction and supervision of the rest of the Executive Board, shall have general charge of the business affairs and property of the Club. The President shall preside at all meetings of the Executive Board and General Membership. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws or the Executive Board.

Section 5.02 Men’s Vice President. At the request of the President, or in the President’s absence or disability, the Vice President shall perform all of the duties of the President. When so acting, the Vice President shall have all of the powers of, and be subject to all the restrictions upon the President. The Vice President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned by the President or the Executive Board or as may be provided in these Bylaws. The Men’s President shall be chosen by the male membership of the Club as their specific representative on the Executive Board.

Section 5.03 Women’s Vice President. At the request of the President, or in the President’s absence or disability, the Vice President shall perform all of the duties of the President. When so acting, the Vice President shall have all of the powers of, and be subject to all the restrictions upon the President. The Vice President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned by the President or the Executive Board or as may be provided in these Bylaws. The Women’s Vice President shall be chosen by the female membership of the Club as their specific representative on the Executive Board.

*Upon election, the President shall deem one Vice President as the Administration Vice President and the other as the Operational Vice President. This appointment is regardless of sex.

Section 5.04 Match Secretary. The Match Secretary shall cause to be kept at the principal office of the Club, the Match Secretary’s principle place of business, or such other place as the Executive Board may order, the official seal of the Club (if any), the membership log and paperwork, and a book of minutes of all meetings of Executive Board and General Membership. The Match Secretary shall keep a Membership Log that includes all member information including name and address of each member, and the date upon which the membership ceased. The Match Secretary shall give the notices of the special meetings of the voting members as provided in these Bylaws. The Match Secretary shall also maintain and protect a file of all official and legal documents of the Club. The Match Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Executive Board or the Bylaws. The Match Secretary shall appoint an assistant of the opposite sex to assist in their duties. This person must be confirmed by the Vice President that shares the same sex as the appointment.

Section 5.05 Treasurer. The Treasurer shall have custody of all Club funds; keep full and accurate accounts of all receipts and disbursements of the Club, an inventory of assets, and a record of the liabilities of the Club; deposit all money and other securities in such depositories as may be designated by the Executive Board disburse the funds of the Club as ordered by the President or the Executive Board, taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President or by the Executive Board. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Executive Board, or the President. The Executive Board or the President may delegate all or part of the authority and duties of the Treasurer to subordinate officers. The Treasurer shall appoint an assistant of the opposite sex to assist in their duties. This person must be confirmed by the Vice President that shares the same sex as the appointment.

Section 5.06 Salaries. The will be no salaries paid to any club officers, reasonable expenses incurred on behalf of the Club will be reimbursed, however with approval from the Executive Board.

Section 5.07 Annual Transitions. To maintain Club continuity, Officers whose terms of office have expired shall assure the orderly transition of authority to their successors before being relieved of their responsibilities. Similarly, Officers whose terms of office have expired shall take appropriate steps to substitute their successors on all of the Club’s financial accounts and signature cards.

ARTICLE VI – PROFESSIONAL COACHS & GUESTS

Section 6.01 Definition. A Professional Coach is a certified USA Rugby qualified instructor who is invited by the Executive Board to provide instruction to the members of the Club. A Professional Coach need not be a member of the Club.

Section 6.02 Privileges. Each Professional Coach may enjoy all the privileges of the Club, except that they may not vote or hold an office within the Club unless they are also a Voting Member of the Club. However, a Professional Coach may serve as a Director, Chairperson or committee member for any committee designated by the Club.

Section 6.03 Approval. To become the Club’s official Professional Coach, a candidate must submit a written personal resume to the Executive Board. The Executive Board must approve the Coach by a majority vote; the Club may veto the Executive Board’s decision with a majority vote.

Section 6.04 Guests. Each member of the Club may bring guests to Club events. Each member of the Club is responsible for the conduct of, and indebtedness incurred by, all guests admitted to the Club’s facilities or events.

ARTICLE VII – PROHIBITED ACTIVITIES

Section 7.01 Actions Jeopardizing Tax Status. This Club shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.

Section 7.02 Private Inurement. No part of the net income or net assets of the Club shall inure to the benefit of, or be distributable to, its Officers, directors, chairpersons or members. Specifically, Club revenue generated from non-members shall not be used to the personal advantage of the members (such as in reduced dues, improved facilities, and the like). However, the Club is authorized to pay reasonable compensation to employees for services actually rendered and to make payments and distributions in furtherance of its tax exempt status.

Section 7.03 Non-Discrimination. In the conduct of all aspects of its activities, the Club shall not discriminate on the grounds of race, color, national origin, religion or gender.

Section 7.04 Conflicts of Interest. A conflict of interest occurs when a person under a duty to promote the interests of the Club (a “fiduciary”) is in a position to promote a competing interest instead. Fiduciaries include all Club employees, officers, directors, chairpersons or members of any Club committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Club and work to the detriment of the Club. All conflicts must be disclosed to the Executive Board and the individual with a conflicting interest must not participate in judging the merits of that interest. That individual must abstain from voting on, recommending a course of action with respect to, the situation giving rise to the conflict. When all of these are done, the conflict is discharged.

ARTICLE VIII – OTHER FINANCIAL MATTERS

Section 8.01 Property of the Club. The title of all property of the Club, both real and personal, shall be vested in the Club.

Section 8.02 Disposition upon Dissolution. Upon the dissolution or winding up of the Club, or in the event it shall cease to engage in carrying out the purpose and goals set forth in these Bylaws, all of the business, properties, assets and income of the Club remaining after payment, or provision for payment, of all debts and liabilities of this Club, shall be distributed to a nonprofit fund, association, or corporation which is organized and prepared exclusively for tax exempt purposes which are reasonable related to the purpose and goals of this Club, as may be determined by the Executive Board of this Club in its sole discretion and which is establish its tax exempt status under section 501(c)(3) of the Internal Revenue Code, as amended.

Section 8.03 Contracts. The Executive Board may authorize an Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club. Such authority may be general or confined to a specific instance. Unless so authorized by the Executive Board, no Officer, agent, or employee shall have any power or authority to be liable for any purpose or to any amount. When the execution of any contract or other instrument has been authorized by the Executive Board without specification of the executing officer, the President, either alone or with the or with the Match Secretary, may execute the same in the name of, and on behalf of, the Club, and any such officer may affix the corporate seal (if any) of the Club thereto.

Section 8.04 Financial Accounts. The Club may establish one or more checking accounts, savings accounts or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Executive Board to hold, manage or disburse any funds for Club purposes. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Club, shall be signed by such Officers or agents of the Club, and in such a manner, as is determined by the Executive Board from time to time.

Section 8.05 Financial Statements and Reports. The Club Treasurer, Compliance Director or an appointed independent contractor shall at such time as the Executive Board determines prepare for the Club as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to of for which funds were used or distributed, and such other additional reports or information as may be ordered from time to time by the Executive Board. The Treasurer or auditor shall also prepare such financial data as may be necessary for the returns or reports required by the state or federal government to be filed by the Club. Any expenses incurred in the preparation of these documents shall be proper expenses of administration.

Section 8.06 Limitations on Debt. No debt shall be incurred by the Club beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issue in the name of the Club unless authorized by the Executive Board. Specifically, without limitation, no loan shall be made to any Officer of the Club. Any Officer who assents to or participates in the making of any such loan shall be liable, in addition to the borrower, for the full amount of the loan until it has been fully repaid.

Section 8.07 Liability of Club Officers. No Officer of the Club shall be personally liable to its creditors if for any of indebtedness or liability and any and all creditors shall look only to the Club assets for payment. Further, neither any Officer, the Executive Board nor any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.

Section 8.08 Liability of Members. No member of the Club shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Club’s assets for payments.

Section 8.09 Property Interests Upon Termination of Membership. Members have no interest in the property, assets or privileges of the Club. Cessation of membership shall operate as a release and assignment of the Club to such member.

Section 8.10 Fiscal Year. The fiscal year of the Club shall be from each January 1 – December 31.

ARTICLE IX – COMMITTEES

Section 9.01 Committee Powers. Committees of the Club shall be standing or special. The Executive Board or the President may refer to the proper committee any matter affecting the Club or any operations needing study, recommendation, or action. The Executive Board may establish such special committees or standing committees in addition to those specified in this Article as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Pennsylvania Nonprofit Corporation Act. All committees shall act by majority vote, unless otherwise prescribed by the Executive Board.

Section 9.02 Limitations. Except in cases where these Bylaws or the Executive Board has by written resolution provided otherwise, the function of any committee is as an advisory group to the Executive Board and Club. No member of any committee, without the prior written consent of the Executive Board, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Club or its Executive Board in any way or by any means. All such powers are expressly reserved to the Executive Board and the individual Officers of the Club.

Section 9.03 Committee Membership. The Committee Chairperson or Executive Board, acting upon the recommendation of the President, shall appoint the members of such committees, and also select the committee chair. Any voting member in of the Club, including members of the Executive Board and appointed agents may be appointed in such committees, but the chair of each committee should be an elected Officer or an appointed director or agent. The President of the Club and/or the Vice Presidents of the Club shall be an ex-officio member of every committee. Every committee shall consist of at least two (2) persons. Committee members serve at will and may serve as long or as little as determined by the Executive Board.

Section 9.04 Standing Committees. In addition to other committees the Board may establish from time to time, the following will be standing committees of the Club:

  1. Compliance Committee. The Compliance Committee shall be responsible for ensuring the Club operates in a manner that maintains its non-profit status. This includes, but is not limited to ensuring completion of annual reporting, annual filing of tax returns, adhering charitable activity requirements, advising Executive Board with contracts and reporting required documentation to donors and shareholders. The chairperson of this Committee shall be known as the Compliance Officer.
  2. Membership Committee. The Membership Committee shall promote Club membership and maintain a current membership list. The Membership Committee shall carry out membership recruitment throughout the year. This committee should also make recommendations regarding membership due structures and payment options each year. The co – chairpersons of the Membership Committee shall be known as Recruitment Directors. There shall be one Director for each sex.
  3. Alumni Committee. The Alumni Committee shall coordinate the activities of the Highlander Old Bones Alumni with those of the Club; arrange meetings with key alumni when appropriate for Club business, keep an alumni membership listing with all Club alumni and contact alumni on a regular basis, recommend new initiatives to the Executive Board for alumni retention, any other duties, that the Executive Board may from time to time call upon the Alumni Committee in regards to Alumni Relations. The chairperson for the Alumni Committee shall be known as the Old Bones Liaison. Former members of the Club, who are no longer voting members of the Club, may be assigned to the Alumni Committee.
  4. Social Committee. The Social Committee shall: be responsible to organize, plan and appropriate resources for Club events and socials as requested by the Executive Board; organize various activities and events, not necessarily limited to fundraising events, and coordinate its efforts with the Treasurer of the Club. The chairperson for the Social Committee shall be known as the Social Director.
  5. Operations Committee. The Operations Committee shall be responsible for the day to day operations of the club regarding practice and game day field and equipment preparations, maintenance and storage. The Operations Committee also is responsible for various “catch all” duties that may be assigned to them by the President or the Executive Board. The chairperson for Operations Committee shall be known as the Operations Manager and will work closely with the Vice President who oversees Club Operations.
  6. Tournament Committee. The Tournament Committee shall be responsible for the organization and planning of Club tournaments, most notably, the Jeff Hewitt Memorial College Cup. The chairperson for this committee shall be known as the Tournament Director.

Section 9.05 Special Committees. The Executive Board may establish such special committees as it deems appropriate from time to time. Special Committees shall have the duties and responsibilities as the Executive Board may designate from time to time.

ARTICLE X – INDEMNIFICATION

Section 10.01 Right to Indemnification. Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (hereinafter referred to as a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is a legal representative, is or was an Officer of the Club or, while serving as an Officer of the Club, is or was serving at the request of the Club as an agent, Officer, partner, trustee, employee of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, whether the bases of the proceeding is alleged action in an official capacity as an Officer, Chairperson, Director or agent or in any other capacity while serving the Club, shall be indemnified and held harmless by the Club to the fullest extent authorized by state law., as it exists or may be amended, against all expenses, liability, and loss reasonably incurred by the person in connection therewith, and the indemnification shall continue for a person who has ceased to be an Officer and shall inure to the befit of his or her heirs, executors and administrators; provided however, that except as provided in the next section with respect to proceedings seeking to enforce rights to indemnification, the Club shall indemnify any such person seeking indemnification in connection with a proceeding, or part thereof, initiated by the person on if the proceeding, or part thereof, was authorized by the Executive Board of the Club. To the extent authorized by state law, the Club may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in the article shall be a contract right.

Section 10.02 Non-Exclusivity Rights. The right to indemnification conferred in this Article shall not be exclusive of any other right that any person may have or acquire under any statute, provision of the Articles of Organization, bylaw, agreement, vote of members or disinterested Officers, or otherwise.

Section 10.03 Indemnification of Officers and Agents of the Club. The Club may, to the extent authorized from time to time by the Executive Board, grant rights to indemnification and to payment by the Club, for expenses incurred in defending any proceeding before its final disposition, to any Officer or agent of the Club to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Officers of the Club.

Section 10.04 Changes in United States or Pennsylvania Law. If there is any change of federal or state statutory provisions applicable to the Club relating to the subject matter of this Article, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions, but only to the extent that the change permits the Club to provide broad indemnification rights than the provision permitted the Club to provide before the change. Subject to the next Section, the Executive Board is authorized to amend these bylaws to conform to any such changes statutory provisions.

Section 10.05 Amendment or Repeal of an Article. No amendment or repeal of the Article shall apply to or have any effect on any Officer, agent, director or member of the Club for or with respect to any acts or omissions of the Officers, agents, directors or members occurring before the amendment or repeal.

Section 10.06 Impact of Tax Exempt Status. The rights to indemnification set forth in this Article are expressly conditioned upon such rights not violating the Club’s status as a tax exempt organization described in section 501(c) of the Internal Revenue Code of 1986, as amended.

ARTICLE XII – AMENDMENTS TO BYLAWS

Section 11.01 Adoption. These Bylaws may be adopted, amended, restated or repealed by a majority vote of the voting
membership.

Section 11.02 Inspection of Bylaws. The original or copy of these Bylaws, as amended or otherwise altered to date,
certified by the Secretary, shall at all times be kept in the principle office of the Club for the transaction of business, and
shall be open to inspection by the members and officers at all reasonable times.