By Laws

BYLAWS

OF

BEAT THE STREETS WRESTLING PROGRAM: PHILADELPHIA

(a Pennsylvania Nonprofit Corporation)

ARTICLE I

Offices and Fiscal Year

Section 1.01.  Principal Office.  Beat The Streets Wrestling Program: Philadelphia (the “Corporation)” may have such offices, either within or without the Commonwealth of Pennsylvania, or within the United States, as may be designated from time to time by majority vote of the board of directors.

Section 1.02.  Registered Office.

(a)        The registered office of the corporation in the Commonwealth of Pennsylvania shall be c/o M. Burr Keim Company, 2021 Arch Street, Philadelphia, PA 19103 in the County of Philadelphia, until otherwise established by a vote of a majority of the board of directors in office, and a statement of such change is filed in the Pennsylvania Department of State; or until changed by an appropriate amendment of the articles of the Corporation.

(b)        In the event that Corporation desires to qualify to do business in one or more states other than Pennsylvania, the Corporation shall designate the location of the registered office in each such state and designate the location of the registered office in each such state and designate the registered agent for service of process at such address in the manner provided by the law of the state which the corporation elects to be qualified.

Section 1.02.  Other Offices:  The Corporation may also have offices at such other places within or without the United States of America as the board of directors may from time to time appoint or the business of the Corporation requires.

Section 1.03.  Fiscal Year.  The fiscal year of the corporation shall end December 31 of each year.

 

ARTICLE II

Board of Directors

Section 2.01.  Powers.  The board of directors shall have full power to conduct, manage, and direct the business and affairs of the Corporation; and all powers of the Corporation are hereby granted to and vested in the board of directors.

 

The board of directors is authorized to employ such person or persons, including, attorneys, accountants, advisors, trustees, agents and assistants, as in its judgment are necessary or desirable for the administration and management of the corporation, and to pay reasonable compensation for the services performed and expenses incurred by an such person or persons.

Section 2.02.  Qualification and Selection.  Each director of the Corporation shall be a natural person of full age, but need not be a resident of Pennsylvania. In the case of vacancies, directors shall be selected by a majority vote of the remaining directors. If the board of directors is classified with respect to the power to select directors or with respect to the terms of a directorship and if, due to a vacancy or vacancies, or otherwise, directors or more than one class are to be selected, each class of directors to be selected shall be nominated and selected separately.

Section 2.03.   Number of Directors.  The initial directors of the Corporation shall be six (6) persons: Clinton Matter, Edward McBride, Brett Matter, Jerry Cudzil, Thomas Earle and Brian Hamlet. The board of directors is authorized to fix the precise number of directors by resolution adopted from time to time by a majority of all the directors then in office; provided, however, that at all times there shall be no fewer than three (3) directors.

Section 2.04.  Alternate directors.  A person or group of persons entitled to appoint, designate or otherwise select one or more directors may select one or more alternates for each such director. Such designation shall be filed in writing with secretary of the Corporation and may be revoked at any time by such person or group or persons or their successors by the filing in writing with the secretary of a superseding designation or of a statement that the existing designation or designations are revoked. Such superseding designation or revocation shall take effect upon or after filing in a accordance with its terms. In the absence of a director from a meeting of the board, one of his alternates may attend such meeting and exercise at the meeting all of the powers of the absent director, or such lesser powers as may be specified in the designation. When so exercising the powers of the absent director, such alternate shall be subject in all respects to the provisions of law relating to the fiduciary responsibilities of directors of a corporation.

Section 2.05.  Term of Office.  Each director shall hold office for one (1) year and until his successor shall have been elected and qualified, or until his earlier death, resignation, or removal.

Section 2.06.  Organization.  At every meeting of the board of directors, the chairman of the board, if there be one, or, in the case of vacancy in the office or absence of the chairman of the board, if there be one, or, in the case of vacancy in the office or absence of the chairman of the board, one of the following officers present in the order stated: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or a chairman chosen by a majority of the directors present, shall preside, and the secretary, or, in his absence, an assistant secretary, or in the absence of the secretary and the assistant secretaries, any person appointed by the chairman of the meeting, shall act as secretary.

Section 2.07. Resignations. Any director of the Corporation may resign at any time by giving written notice to the chairman or secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.08. Vacancies. The board of directors may declare vacant the office of a director if he is declared of unsound mind by an order of court, or convicted of felony or crime of moral turpitude, or for any other proper cause, or if within sixty (60) days after notice of his selection, he does not accept such office.

Any vacancy or vacancies in the board of directors because of death, resignation, removal in any manner, disqualification, an increase in the number of directors, or any other cause, may be filled by a majority of the remaining members of the board of directors though less than a quorum, at any regular or special meeting; and each person so elected shall be a director to serve for the balance of the unexpired term.

Section 2.09.  Place of Meeting.  Meetings of the board of directors may be held at such place within or without Pennsylvania as the board of directors may from time to time appoint, or as may be designated in the notice of the meeting.

Section 2.10.  Regular Meetings.  Of the board of directors shall be held at such time and place as shall be designated from time to time by resolution of the board of directors. If the date fixed for any such regular meeting be a legal holiday under the laws of the state where such other time as may be determined by resolution of the board of directors. At such meetings, the directors shall transact such business as may properly be brought before the meeting. Written notice of regular meetings need not be given unless otherwise required by law or these bylaws.

Section 2.11.  Special Meetings.  Special meetings of the board of directors shall be held whenever called by the president or by two (2) or more of the directors. Notice of each such meeting shall be given to each director by telephone or in writing at least 24 hours (in the case of notice by telephone) or 48 hours (in the case of notice by overnight courier, facsimile or electronic transmission) or five days (in the case of notice by U.S. mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting together with the items to be considered at such meeting. Special meetings shall be limited to the items set forth in such notice and the directors shall not transact any other business at such special meeting.

Notice of any meeting of the board of directors during any emergency resulting from any natural disaster, warlike damage or an attack on the United States, nuclear or atomic disaster or similar event shall be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio. To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the corporation who present shall be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.

Section 2.12.  Quorum, Manner of Acting, and Adjournment.  Except as otherwise provided in section 2.11 of this Article, a majority of directors in office shall be present at each meeting in order to constitute quorum for the transaction of business. Every director shall be entitled to one vote. Except as otherwise specified in the articles or these bylaws or provided by statute, the acts of a majority of the directors present at a meeting from time to time until a quorum is present. The directors shall act only as a board and individual directors shall have no power as such, except that any action which may be taken at a meeting of the directors may be taken shall be signed by the number of directors in office necessary to pass such action and shall be filed with the secretary of the Corporation. A copy of such written consent shall promptly be delivered to each director who did not sign the resolution.

Section 2.13.  Executive and other Committees. The board of directors may, by resolution adopted by a majority of the directors in office, establish an Executive Committee and one (1) or more other committees, each committee to consist of one (1) more directors of the Corporation. The board may designate one or more directors alternate members of any committer, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the board or of committee, and the alternate or alternates, if any, designated for such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Each committee of the board shall serve at the pleasure of the board.

The Executive Committee shall have and exercise all of the powers and authority of the board of directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have any power or authority as to the following:

 

(1)    The filling of vacancies in the board of directors

(2)    The adoption, amendment or repeal of the bylaws.

(3)    The amendment or repeal of any resolution of the board.

 

No committee of the board of directors other than the Executive Committee, shall, pursuant to resolution of the board of directors or otherwise, exercise any of the powers or authority vested by these bylaws or the Nonprofit Corporation Law of 1988 in the board of directors as such, but any other committer of the board of directors may make recommendations to the board of directors or Executive Committee concerning the exercise of such powers and authority.

The establishment of any committee of the board of directors and the delegation thereto of power and authority shall not alone relieve any director of his fiduciary duty to the Corporation.

A majority of the directors in office designated to a committee, or directors designated to replace them as provided in this section, shall be present at each meeting to constitute a quorum for the transaction of business and the acts of a majority of the directors in office designated to a committee, or their replacements, shall be the acts of the committee.

Each committee shall keep regular minutes of its proceedings and report such proceedings periodically to the board of directors.

Sections 2.09, 2.10 and 2.11 shall be applicable to committees of the board of directors.

Section 2.14.  Interested Directors or Officers; Quorum. Subject to Article VII below, no contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the director or officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board or directors and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(2) The contract or transaction is fair as to the Corporation as of the time it is authorized approved or ratified, by the board of directors.

Section 2.15.  Fees.  Each director may be paid such a reasonable fee, if any, as shall be fixed by the board of directors for each meeting of the board of directors or committee of the board of directors that such director attends and may be paid such other reasonable compensation for his services as a director as may be fixed by the board of directors from time to time. Notwithstanding the foregoing, under no circumstances shall the net earnings of the corporation be distributable to any director, nor shall a director receive compensation in excess of that necessary to reasonably compensate such director for service provided to the corporation .

 

 

 

 

ARTICLE III

Notice – Waivers – Meetings

Section 3.01.  Notice.  Whenever written notice is required to be given to any person under the provisions of the articles, these bylaws, or the Nonprofit Corporation Law of 1988, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, overnight courier, or facsimile or electronic transmission, to his address supplied by him to the Corporation for the purpose of notice. Notices shall be effective as follows:  (I) if sent by hand delivery, facsimile or electronic transmission, on the day sent; (ii) if sent via overnight delivery, one (1) day after being deposited with the carrier; and (iii) if sent by first class mail, three (3) days after deposit in the United States mail. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by law or these bylaws.

When a meeting is adjourned, it shall not be necessary to give any written notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

Section 3.02.  Waivers of Notice.  Whenever any written notice is required to be given under the provisions of the articles, these bylaws or the Nonprofit Corporation Law of 1988, a waver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by the section 6.06 of these bylaws, neither the business t be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting.

Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 3.03.  Modification of Proposal Contained in Notice.  Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may, without further notice, adopt it with such clarifying or other amendments as do not enlarge its original purpose.

Section 3.04.  Exception to Requirement of Notice. Wherever any notice or communication is required to be given to any person under the provisions of the articles or these bylaws, or the Nonprofit Corporation Law of 1988, or by the terms of any agreement r other instrument or as a condition precedent to taking any corporation action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required and there shall be no duty to apply for a license or other permission to do so.

Section 3.05.  Conference Telephone Meetings.  One or more persons may participate in a meeting of the board or of a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

Officers

Section 4.01.  Number, Qualifications and Designation.  The officers of the Corporation shall be a president, one or more vice presidents (only if desired), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of Section 4.03. of this Article. Any number of offices may be held by the same person. Officers may but need not be directors of the Corporation. The president and secretary shall be natural persons of full age; the treasurer may be a corporation, but if a natural person shall be a full age. The board of directors may elect from among the members of the board a chairman of the board and a vice chairman of the board who shall be officers of the Corporation.

Section 4.02.  Election and Term of Office.  The officers of the Corporation, except those elected by delegated authority pursuant to Section 4.03. of this Article, shall be elected annually by the board of directors, and each such officer shall hold his office until the next annual organization meeting of directors and until his successor shall have been elected and qualified, or until his earlier death, resignation, or removal.

Section 4.03.  Subordinate Officers, Committees and Agents.  The board of directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Corporation may require, including one or more assistant secretaries and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the board of directors may from time to time determine. The board of directors may delegate to any officer or committees, employees or other agents.

Section 4.04.  Resignations.  Any officer or agent may resign at at time by giving written notice to the board of directors, or to the president or the secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance f such resignation shall not be necessary to make it effective.

Section 4.05.  Removal.  Any officer, committee, employer or other agent of the Corporation may be removed, either for or without cause, by the board of directors or other authority which elected, retained or appointed such officer, committee or other agent whenever in the judgment of such authority the best interests of the Corporation will served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

Section 4.06.  Vacancies.  Vacancy in any office because of death, resignation removal, disqualification, or any other cause, shall be filled by the board of directors or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 4.03 of this Article, as the case may be, and if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion of the term.

Section 4.07.  General Powers.  All officers of the Corporation, as between themselves and the Corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by resolutions or orders of the board of directors or in the absence of controlling provisions in resolutions or orders of the board of directors, as may be provided in these bylaws.

Section 4.08.  The Chairman and Vice Chairman of the Board.  The chairman of the board or in his absence, the vice chairman of the board, shall preside at all meetings of the members of the board of directors, and shall perform such other duties as may from time to time be requested of him by the board of directors.

Section 4.09.  The President.  The president shall be the chief executive officer of the Corporation and shall have general supervision over the activities and operations of the Corporation, subject, however, the control of the board of directors and the chairman. The president shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the board of directors except in cases where the signing and execution thereof shall be expressly delegated by the board of directors, or by these bylaws, to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of president and such other duties as from time to time may be assigned to him by the board of directors or the chairman.

Section 4.10.  The Vice Presidents.  The vice presidents shall perform the duties of the president in his absence and such other duties as may from time to time be assigned to them by the board of directors, chairman or president.

Section 4.11.  The secretary.  The secretary or an assistant secretary shall attend all meetings of the board of directors and shall record all the votes of the directors and the minutes of the meetings of the board of directors and of committees of the board in a book or books to be kept for the purpose; shall see the notices are given and records and reports properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation and se that it is affixed to all documents to be executed on behave of the Corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned to him by the board of directors, the chairman or the president.

Section 4.12.  The Treasurer.  The treasurer. The treasurer or an assistant treasurer shall have or provide for the custody of the funds or other property of the Corporation and shall keep a separate bank account of the same to his credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in an manner due to or received by the Corporation; shall deposit all funds in his custody as treasurer in such banks or other places of deposit as the board of directors may from time to time designate; shall, whenever so required by the board of directors, render an account showing his transactions as treasurer, and the financial condition of the Corporation; and, in general, shall discharge such other duties as may from time to time be assigned to him by the board of directors, the chairman or the president.

4.13. Officers’ Bonds.  Any officer shall give a bond for the faithful discharge of his duties in such sum, if any, and with such surety or sureties as the board of directors shall require

 

4.14. Salaries. The salaries of the officers elected by the board of directors, if any may be fixed form time to time by the board of directors or by such officer as may be designated by resolution of the board. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the officer or committer to which the power to elect such officers or to retain or appoint such employees and other agents has been delegated pursuant to Section 4.03 of this Article. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that his is also a director of the corporation. Notwithstanding the foregoing, under no circumstances shall the net earnings of the corporation be distributable to any officer, nor shall an officer receive compensation in excess of that necessary to reasonably compensate such officer for services rendered to the corporation.

 

ARTICLE V

Limitation of Personal Liability of Directors;

Indemnification of Directors, Officers

and other Authorized Representatives.

Section 5.01. Limitation of Personal Liability of Directors.  A director of the Corporation shall not be personally liable for monetary damages as such for an action taken, or any failure to take any action, unless:

(a)  the director has breached or failed to perform the duties of his or her office as defined in Section 5.02. below; and

(b)  the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions of this section 5.01 shall not apply to:

 

(x) the responsibility or liability of a director pursuant to any criminal statute;

 

or

 

(y) the liability of a director for the payment of taxes pursuant to local, state or federal law.

 

Section 5.02 Standard of Care and Justifiable reliance.

 

(a) A director of the Corporation shall stand in a fiduciary relationship to the Corporation, and shall perform his or her duties as a director, including his or her duties as a member of any committee of the board of directors upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties a director shall be entitled to reply in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by an of the following:

(i)  One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(ii)  Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person;

(iii)  A Committee of the board of directors upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

(b) In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon persons with whom the Corporation has business and other relations and upon communities in which the offices or other establishments of or related to the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (a) of this section 5.02.

(c)  Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

Section 5.03.  Indemnification in Third Party Proceedings.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or preceding, whether civil, criminal administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she 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 or other enterprise, against expenses (including attorneys; fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding had to reasonable cause to believe his conduct was unlawful. The termination of any action suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 5.04.  Indemnification in Derivative Actions.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she 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 or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such  action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the Court of Common Pleas of Philadelphia County or the court in which  such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably  entitled to indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper.

5.05. Mandatory Indemnification.  Notwithstanding any contrary provision of the articles of these bylaws, to the extent that a representative of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 5.03 or Section 5.04 above, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

5.06. Determination of Entitlement to Indemnification. Unless ordered by a court, any indemnification under section 5.03 or 5.04 above shall be made by the Corporation only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard or conduct set forth in such paragraph. Such determination shall be made:

(a)  by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or

(b) If such a quorum is not obtainable, or, even if obtainable, a majority vote of quorum of disinterested directors so directs, by independent legal counsel in a written opinion

Section 5.07.  Advancing expenses.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be demined that he or she is entitled to be indemnified by the Corporation as authorized in Section 5.06 above.

Section 5.08.  Indemnification of Former Representatives. Each such indemnity may continue as to a person who has ceased to be a representative of the Corporation and may inure to the benefit of the heirs, executors and administrators of such person.

Section 5.09. Insurance.  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 such person and incurred by such person in any capacity or arising out of such person’s statues as such, whether or not the Corporation would otherwise have the power to indemnify such person against such liability.

Section 5.10. Reliance on provisions. Each person who shall act as an authorized representative of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this article.

 

ARTICLE VI

Miscellaneous

Section 6.01. Corporate Seal. The Corporation shall have a corporate seal in the form of a circle containing the name of the Corporation, the year of incorporation and such other details as may be approved by the board of directors.

Section 6.02. Checks.  All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the board of directors may from time to time designate.

Section 6.03.  Contracts. Except as otherwise provided in these bylaws, the board of directors may authorized any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 6.04. Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board of directors shall from time to time determine.

Section 6.05 Annual Report of Directors.  The board of directors shall direct the president and treasurer to present at the annual meeting of the board a report showing in appropriate detail the following:

(1)  The assets and liabilities, including the trust funds, of the Corporations of the end of the fiscal year immediately preceding the date of the report.

(2)  The principal changes in assets, and liabilities, including trust funds, during the year immediately preceding the date of the report.

 

(3)  The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate date with respect to each trust fund held by or for the Corporation.

(4)  The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.

The annual report of the board of directors shall be filed with the minutes of the annual meeting of the board.

Section 6.06.  Amendment of Bylaws.  These bylaws may be amended or repealed, or new bylaws by be adopted, by vote of a majority of the board of directors of the Corporation in office at any regular or special meeting of directors. Such proposed amendment, repeal or new bylaws, or a summary thereof, shall be set forth in any notice of such meeting or waiver of notice, whether regular or special.

Section 6.07.  Capital Stock/Members.  The Corporation shall have no capital stock nor are there shares or stock. The Corporation shall not have members.

Section 6.08.  Gender and Case.  All pronouns used herein shall include both the masculine and feminine as the context requires. All terms shall include both the plural and singular case as the context requires.

 

ARTICLE VII

Conflicts of Interest

Section 7.01.  Conflict of Interest Policy.  Any director, officer, or key employee who has an interest in a contract or other transaction presented to the Board or a committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of his interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the corporation’s interest.

The body to which such disclosure is made shall thereupon determine by a vote of seventy-five percent (75%) of votes entitled to vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his personal influence on, nor participate (other than to present factual information or to respond to questions) in, the discussions or deliberations with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not be counted when the board of directors or committee of the board takes action on the transaction. The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from voting and participation, and whether a quorum was present.