ARTICLE I. ORGANIZATION AND PURPOSE
Section 1.1 – Name
The name of the corporation is Beaver County Fastpitch League (hereinafter “BCFPL” or the “Corporation”).
Section 1.2 – Corporate Purpose
BCFPL is organized for the charitable purposes set forth in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision of any future United States Internal Revenue Law) (the “Code”) and in furtherance thereof and not in limitation thereof, shall have the purposes as set forth in the Corporation’s Articles of Incorporation (the “Articles of Incorporation” or the “Articles”).
Section 1.3 - Specific Purpose
The specific purpose of BCFPL is to operate exclusively to support local youth development, particularly through the sport of softball. BCFPL will achieve this purpose through softball training, mentorship, team play, and community engagement in a safe, inclusive, and supportive environment. BCFPL shall serve the youth located within in or around Beaver County, Pennsylvania. The operations of the Corporation shall be governed by these Bylaws, as adopted by the Board of Directors and amended from time to time.
Section 1.4 – Offices
The Corporation may have such principal and other business offices as the Board of Directors may select and the business of the Corporation shall require from time to time.
Section 1.5 – Fiscal Year
The fiscal year of the Corporation shall end on December 31 of each year, or on such other date as may be fixed from time to time by resolution of the Board of Directors.
Section 1.6 – Seal
The corporate seal of the Corporation shall be a circle with the name of the Corporation and the state of incorporation around the border and the words “Corporate Seal” in the center.
Section 1.7 – Governing Law
This Corporation is governed by the Pennsylvania Nonprofit Corporation Law of 1988, as it may be amended from time to time (the “NPCL”).
ARTICLE II. BOARD OF DIRECTORS
Section 2.1 - Powers
Except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, the Board of Directors shall exercise all the corporate powers of the Corporation and shall control and manage its activities, affairs, and property.
Section 2.2 – Number, Qualification, and Nomination
Effective upon the filing of the Articles of Incorporation with the Pennsylvania Department of State, the Board of Directors shall consist of at least six (6) voting members and no more than eleven (11) voting members. All nominations to the Board of Directors shall be made by the Board Development Committee Chairperson.
Board Members must be at least 18 years of age and demonstrate a tangible commitment to the specific purpose of the Corporation.
The Chairperson of the Board Development Committee, with a majority vote of the Board Development Committee through a meeting at which a quorum is present, shall nominate new Board Member(s) (as hereinafter defined) to the Board of Directors. Each nomination must have a two thirds (2/3) vote for election to the Board.
Section 2.3 – Participation
Each member of the Board of Directors (each, a “Director” or “Board Member”) is expected to participate as a Board Member knowingly and willingly by the giving of his/her time, talents and/or treasure. To maintain good standing as a Board Member, Board Members shall attend and participate in at least two thirds (2/3) of all regularly scheduled meetings, serve on at least one (1) Committee.
Board Members not in good standing will be reviewed by the Board Development Committee annually, and the Board Development Committee will make a recommendation to the Board of Directors on any needed actions to such Board Member’s membership on the Board of Directors. The Board of Directors reserves the right to take action as outlined in Section 2.6, ‘Resignation and Termination’ below, based on this recommendation for any Board Members not in good standing.
Section 2.4 - Term of Office
Other than Officers and, the Founding Directors, Directors shall hold office for a term of one (1) year from the date of their appointment and may be elected for more than one (1) such one (1) year term. The Officers and the Founding Directors (as defined below) shall hold an initial term of three (3) years subject to Article III herein.
Any temporary exceptions to the requirements of this Section 2.4 can be accepted by a two thirds (2/3) vote of the Board of Directors.
Section 2.5 – Vacancies
The Board of Directors shall have the power to fill any vacancy occurring between elections. The initial term of any midterm filled vacancy will match the existing term of the vacancy.
Section 2.6 - Resignation and Termination
Any Director may resign at any time by filing a written resignation with the Chair of the Board and the Board Development Committee officer. Unless required by the terms thereof, the acceptance of any such resignation shall not be necessary to make the same effective. The Board of Directors may terminate, by two thirds (2/3) vote, with or without cause, the membership of any Director(s) on the Board and shall be the final judge in all cases of Director status.
Section 2.7 - Meetings and Notice
There shall be an annual meeting of the Board of Directors, which shall be concurrent with the annual audit review. Regular meetings of the Board of Directors shall be held at least six (6) times per calendar year in accordance with a schedule that the Board may establish from time to time. Special meetings may be held at any time when called by order of the Board of Directors, the Chair of the Board, or one-third (1/3) of the Directors then in office.
Notice of each Board meeting shall be given to each Director, by electronic mail, not less than two (2) weeks prior to such Board meeting.
Section 2.8 - Quorum
A quorum for a Board meeting shall consist of at least fifty percent (50%) of the voting Directors then serving on the Board.
Section 2.9 - Voting
Each Board Member shall be entitled, if present with attendance of at least 6 meetings is able to cast to one (1) vote on each matter submitted to a vote of the Directors. All issues to be voted on shall be decided by a simple majority of those present at the meeting of the Board of Directors in which the vote takes place.
Section 2.10 – Compensation
No Director will be compensated for his/her work on the Board of Directors. The President, who shall also serve as the Board Chairperson, can authorize compensation for a Director if in the best interest of the Corporation.
Section 2.11 - Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless: (i) such information is already a matter of public knowledge; (ii) such person or entity has a need to know based on applicable law; (iii) the disclosure of such information is in furtherance of the Corporations’ purposes; or (iv) the disclosure can reasonably be expected to benefit the Corporation, in the reasonable business judgment of the Director(s). Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Each Director may execute a confidentiality agreement consistent with the requirements and obligations set forth in these Bylaws if deemed necessary by the Board of Directors.
Section 2.12 - Parliamentary Procedure
Any question concerning parliamentary procedure at Board meetings shall be determined by the Board Chairperson by reference to Robert’s Rules of Order.
Section 2.13 – Standard of Care and Fiduciary Duty
Each Director on the Board of Directors shall stand in a fiduciary relation to this Corporation and shall fully and faithfully perform his or her duties as a Director. In performing his or her duties, each Director shall be entitled to rely on good faith in information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(a) one (1) or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
(b) counsel, public accountants, or other persons as to matters that the Director reasonably believes to be within the professional or expert competence of such persons; and
(c) a Committee of the Board of Directors of this Corporation upon which the Director does not serve, as to matters within its designated authority, which Committee the Director reasonably believes to merit confidence.
Section 2.14 – Emeritus Status
BCFPL Emeritus status is intended to honor and recognize past Directors, alumni, and friends who have provided significant support. Any person qualifying for BCFPL Emeritus status shall be granted this designation by being nominated by the Board Development Committee and then upon receiving a majority vote of the Board of Directors. An “Emeritus Member” shall have the privilege of attending Board of Directors meetings and may give counsel to the Board of Directors but shall not have the right to vote as a Director or to be counted as present for the purposes of forming a quorum.
Article III - Officers
Section 3.1 - Enumeration
The officers (“Officers”) of the Corporation shall include a President, a Vice President, and a Secretary/Treasurer, each of whom shall be appointed by the Board of Directors from among the Directors on the Board. For the avoidance of doubt, the initial Chair and Vice Chair of the Board of Directors shall also hold the status of “Founding Directors”. The Founding Directors will have the option to elect into a second term in their role as Chair and Vice Chair upon the standard termination of their initial term. In the event that the Chair elects not the serve a second term, then the Vice Chair shall become Chair for the succeeding term, and the initial President would serve as the Vice Chair. If both Founding Directors elect not to serve a second term, the Founding Directors shall have the exclusive power to appoint the succeeding Chair and Vice Chair. The Board of Directors may also create such other Officer positions as the Board may from time to time deem advisable and shall appoint individuals to such Officer positions, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board may prescribe.
Section 3.2 – Nomination, Election, and Term of Office
All Officers shall be appointed amongst and by the Board at the annual meeting or at a special meeting of the Board called for such purpose. At least ten (10) days prior to such meeting, the Executive Committee shall propose a slate of nominees for the Officer positions that are either vacant or due to expire in such year. The Board shall appoint the new Officers at such meeting after considering any additional nominations made from the floor.
Section 3.3 - Resignations
Any Officer may resign at any time by delivering a written resignation, which shall be effective upon receipt thereof by the Corporation and the Board, or at a subsequent time specified in the letter of resignation.
Section 3.4 - Removal
At any regular or special meeting of the Board of Directors, the notice of which shall have specified that such removal will be considered for action, any Officer or Director may be immediately removed for cause including but not limited to (i) financial misconduct or fraud, (ii) verbal or physical abuse regardless of the age or position of the recipient, (iii) any action that directly jeopardizes the safety or wellbeing of participants or spectators and (iv) violations of law or these bylaws, or without cause by the affirmative vote of two-thirds (2/3) of the Board of Directors. The Officer or Director whose removal is to be considered shall receive at least two (2) weeks’ notice of such proposed action and shall have the opportunity to address the Board regarding such action prior to any vote on such removal.
Section 3.5 - Vacancies
Any vacancy in an Officer position because of death, resignation, removal, disqualification, or otherwise, may be filled for the unexpired portion of the term by the affirmative vote of a majority of the Board of Directors. All nominations for vacancies shall be made by the Executive Committee or from the floor at the meeting at which such vacant Officer position is to be filled by appointment.
Section 3.6 - Chair of the Board
The Chair of the Board of Directors shall preside at all meetings of the Board of Directors. He or she shall have the general powers and duties usually vested in the office of Chair of the Board of Directors of a not-for-profit corporation organized under the laws of the Commonwealth of Pennsylvania. The Chair of the Board shall also have such other powers and duties not inconsistent with these Bylaws as may be assigned from time to time by the Board of Directors.
Section 3.7 - Vice Chair of the Board
The Vice Chair of the Board of Directors shall, in the case of absence or inability of the Chair of the Board to act, perform the duties of the office of Chair of the Board and shall have such authority and perform such other duties as the Board of Directors shall prescribe or assign from time to time.
Section 3.8 - Treasurer
The Secretary/Treasurer shall have the general powers and duties usually vested in the office of Treasurer of a not-for-profit corporation organized under the laws of the Commonwealth of Pennsylvania, or as may be determined from time to time by the Board of Directors. The Board of Directors may require the Secretary/Treasurer to give a bond for the faithful discharge of the duties of the Secretary/Treasurer, in such sum and form and with such surety as the Board of Directors may determine. The costs of any such bond shall be borne by the Corporation. The person(s) employed by the Corporation who is/are responsible for the financial affairs of the Corporation shall report to the Secretary/Treasurer.
Section 3.9 - Secretary
The Secretary/Treasurer shall ensure that minutes of the meetings of the Board of Directors are kept and maintained. He or she shall have the general powers and duties usually vested in the office of Secretary/Treasurer of a not-for-profit corporation organized under the laws of the Commonwealth of Pennsylvania or as may be determined from time to time by the Board of Directors. The Secretary/Treasurer is bound by all confidentiality and conflict of interest provisions applicable to the Board of Directors, regardless of whether or not the Secretary/Treasurer is a member of the Board of Directors.
ARTICLE IV. Committees and Advisory Boards
Section 4.1. Committee Formation and Make Up
The Board of Directors may, with a two thirds (2/3) vote, create, change or remove committee(s) (“Committee(s)”) of the Corporation their assigned responsibilities. Committees may also consist of volunteer groups and task forces that focus on specific areas of the Corporation or Committee as deemed necessary by the Committee Chairperson or Board Chairperson and as contemplated and detailed by the Board at the time of authorizing such Committee or upon subsequent written approval by the Board, which each such Committee may request from time to time as might be necessary or appropriate.
Section 4.2 - Chairpersons and Member Qualifications
Committees are individually chaired by a Member of the Board of Directors, are nominated for two (2) year terms by the Board Chairperson, in consultation with the President, and shall be limited to two (2) consecutive two (2) year terms in duration. Committee members and volunteers must be at least eighteen (18) years of age.
Section 4.3 – Committees
The following are the initially authorized Committees of the Corporation, pursuant to these Bylaws:
(a) Executive Committee
The Executive Committee shall consist of the Chairperson for each designated Committee, Board Officers, and the immediate previous term Board Chairperson. Each Executive Committee member must be an active Director in good standing with exception of the previous term Board Chairperson, who may not be a current member of the Board of Directors. The Executive Committee will provide vision and direction to the Corporation and Corporation staff as well as maintain a strategic plan for the Corporation.
(b) Finance & Capital Planning Committee
The Secretary/Treasurer is the Chair of the Finance & Capital Planning Committee, which shall include at least three (3) Board Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising goals, and the annual budget of the Corporation with staff and other Board Members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Monthly financial reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the Corporation are public information and shall be made available to the Board Members.
(c) Softball Committee
The Softball Committee shall provide oversight and support to all softball programs and operations organized by the Corporation, including all registration, coach assignment and scheduling responsibilities. They will also be responsible for maintaining safety response procedures to be executed by the Corporation staff during all softball operations. The softball Committee shall include at least two (2) Board Members and one coach.
(d) Marketing and Social Media Committee
The Marketing and Social Media Committee is responsible for the overall publicity, marketing, and communications for the Corporation and shall support all efforts to communicate the mission and vision of the Corporation to the public.
(e) Board Development
The Board Development Committee, which shall include at least three (3) Board Members, is responsible for soliciting, developing, and maintaining a highly functional, strategic Board of Directors, staff, and volunteers to operate the Corporation. This Committee is also responsible for soliciting Board of Director nominees and the vetting of nominees prior to Board of Director nominations by the Executive Committee.
(f) Fundraising Committee
The Fundraising Committee is responsible for fund raising and fund seeking to assist in creating financial stability of the Corporation. This Committee is also responsible for creating, maintaining, and auditing all fundraising accounts and ensuring compliance with the Corporation’s financial regulations.
ARTICLE V. CORPORATE STAFF
Section 5.1 - Executive Director/Chief Executive Officer
The Board of Directors may, but are in no event required to, hire an Executive Director/Chief Executive Officer (the “CEO”) who shall oversee the Corporation’s business, affairs, and property on a day-to-day basis. The CEO shall hire employees for positions authorized by the Board of Directors and shall supervise all employees of the Corporation. The CEO shall have the power to dismiss any employee, in accordance with the written personnel policies adopted by the Board of Directors. The CEO shall report to the Chair of the Board and the Board of Directors. The CEO is an officer of the Corporation and as such, may execute documents on behalf of the Corporation as authorized by the Board of Directors but is not a Director on the Board. The CEO may attend and participate at all Board meetings but shall not have the right to vote at such Board meetings by virtue of his/her position as CEO.
ARTICLE VI. – Conflict of Interest
Section 6.1 - Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt Corporation’s interest(s) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 6.2 - Definitions
a. Interested Person
Any Director, Officer, or member of a Committee with governing Board delegated powers, who has a direct or indirect financial interest, as defined below, shall be an “Interested Person.”
b. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the Corporation consummates or has a transaction or arrangement;
2. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation consummates or has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation consummates or negotiates a transaction or arrangement.
For purposes of clarity, “ownership or investment interests” or “compensation arrangements” (collectively, “Financial Interest(s)”) include direct and indirect remuneration as well as gifts and favors that are not insubstantial or de minimis. Further, a Financial Interest is not necessarily a conflict of interest. A person who has a Financial Interest may have a conflict of interest only if the Board or appropriate Committee decides that a conflict of interest exists.
Section 6.3 - Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Directors and members of Committees with governing Board delegated powers considering the proposed transaction or arrangement and whether an actual conflict of interest exists.
b. An Interested Person may make a presentation at the Board or appropriate Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
Section 6.4 - Periodic Reviews
To ensure that the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, disclosure agreements must be submitted annually by each Director, detailing all material Financial Interests of such Directors.
Section 6.5 – Minutes
The minutes of all applicable Board and Committee meetings shall reflect: (a) the names of the persons who disclosed any potential conflict(s) of interest; (b) the determination as to whether an actual or potential conflict of interest existed; (c) the names of the persons who were present for discussions and votes relating to the pertinent transaction or arrangement or Financial Interest; (d) the content of the discussions, including any alternatives to the proposed transaction or arrangement or Financial Interest and the basis for the determination of the Board or Committee, including any comparability data; (e) the voting record and resolutions/determinations made, including any abstention from voting; and (f) any action(s) to be taken.
ARTICLE VII. INDEMNIFICATION AND LIABILITY
Section 7.1 - Liability Insurance
The Corporation shall at all times maintain Directors and Officers Liability Insurance to cover all Directors and Officers in the amount customary for organizations of a similar type and size.
Section 7.2 - Personal Liability of Trustees, Officers, and Committee Members.
No Director, Officer, or Committee member shall be personally liable for monetary damages for action(s) taken, or failure to take action(s), as a Director, Officer, or Committee member, so long as he or she acted in good faith and in a manner that a reasonably prudent Director, Officer, or Committee member (as applicable) would believe to be in the best interests of the Corporation or in the case of a criminal proceeding, where the Director, Officer, or Committee member had a reasonable belief that his or her actions were not unlawful.
Section 7.3 - Indemnification
The Corporation shall indemnify any Director from any acts made while conducting the business of the Corporation unless the act or failure to act giving rise to the claim for indemnification is determined by a Court of competent jurisdiction to have constituted: (i) willful misconduct or recklessness; or (ii) any Director gaining profit, advantage or remuneration to which he/she were not legally entitled.
Section 7.4 – Scope of Indemnification
Indemnification under this Article shall not be made by the Corporation in any case where a Court of competent jurisdiction determines that the alleged act or failure to act giving rise to the claim for indemnification is expressly prohibited by the NPCL or any successor statute as in effect at the time of such alleged action or failure to take action.
Section 7.5 - Advancement of Expenses
Expenses incurred by any Director, Officer, or Committee member entitled to indemnification hereunder in defending a suit, action, or proceeding described in Section 7.2 above hereof shall be paid by the Corporation as said expenses are incurred, as long as the Director, Officer, or Committee member seeking indemnification has agreed in writing to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified by the Corporation under these Bylaws.
Section 7.6 No Personal Liability
No Director, Officer, or Committee member shall have any personal liability to any person or entity under any agreement, check, contract, deed, lease, mortgage, instrument, or transaction entered into by a Director, Officer, or Committee member on behalf of the Corporation or the Board of Directors, subject to the business judgment rule and the express provisions of these Bylaws.
ARTICLE VIII. FINANCIAL BOOKS AND RECORDS
Section 8.1 - Internal Controls
The Board of Directors shall establish such internal fiscal policies and controls as are necessary to assure the protection of the Corporation’s assets and the effective carrying on of the business operations of the Corporation.
Section 8.2 - Deposits
All funds of the Corporation, not otherwise employed, shall be deposited in such depositories as the Board of Directors may determine. Separate accounts containing assets of the Corporation that are not under the control of the Board are prohibited.
Section 8.3 - Financial Reports
The Board of Directors shall regularly review the financial condition of the Corporation and shall seek such information from its accountants and auditors as will allow it to have a full understanding of the fiscal health of the Corporation.
Section 8.4 - Fiscal Accountability
The Board of Directors has the legal and fiduciary responsibility to exercise due care and prudence in the financial affairs of the Corporation. It shall exercise appropriate stewardship, including the purchase of insurance protection. SSYBO is a non-profit charitable organization and its assets must be protected so that it may continue to serve the community into the future.
Section 8.5 - Disbursements of Funds
All checks, drafts, endorsements, notes, and evidences of indebtedness of the Corporation shall be signed by such Officers or Directors or agents of the Corporation in such manner as the Board of Directors may from time to time determine and approve. All checks and other payments in excess of Five Thousand and 00/100 U.S. Dollars ($5,000.00) and not recurring on a regular basis require two (2) signatures of duly authorized Officers, Directors, or agents of the Corporation.
Section 8.6 - Contracts
All documents to be executed by the Corporation including deeds, mortgages, leases, promissory notes, or other instruments except checks, shall be executed by the CEO. The Board may authorize any Officer or Officers, agent or agents, of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into contracts or execute and deliver any instrument(s) in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 8.7 - Gifts
The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes of or any special purpose of the Corporation. Any gift of stock shall be liquidated at the time of receipt or as soon as reasonably practicable thereafter.
ARTICLE IX. RESTRICTIONS REGARDING THE OPERATIONS OF THE CORPORATION; ADMINISTRATION OF FUNDS
Section 9.1 – No Private or Political Beneficiaries
In keeping with the statement of purpose of the Corporation as set forth in its Articles of Incorporation: (i) no part of the earnings or assets of the Corporation shall inure to the benefit of any private individual; (ii) no substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation; and (iii) the Corporation shall not directly or indirectly participate or intervene in (including the publishing or distribution of statements concerning) any political campaign activities on behalf of or in opposition to any candidate for public office.
Section 9.2 – No Violation of Purposes
In no event and under no circumstance(s) shall the Board of Directors make any distribution or expenditure, engage in any activity, hold any assets, or enter into any transactions whatsoever the effect of which under applicable federal laws then in force will cause the Corporation to lose its status as a Corporation to which contributions are deductible in computing the net income of the contributor for purposes of federal income taxation.
Section 9.3 – Tax Records
The Corporation shall maintain at its principal office a copy of its application for tax exemption and all tax returns filed with the Internal Revenue Service. To the extent required by law, such documents shall be made available during regular business hours for inspection by any person requesting to see them.
Section 9.4 – Annual Report
The Secretary and Treasurer shall submit annually to the Board of Directors a statement containing those details required to be included under the provisions of the NPCL, as it may be amended from time to time or any successor statute governing Pennsylvania nonprofit corporations or these Bylaws.
Section 9.5 – Books and Records
The Corporation will keep correct and complete books and records of account and also will keep minutes of the proceedings of its Board of Directors and Committees. The Corporation will keep at its registered office the original or a copy of its Bylaws including amendments to date certified by the Secretary and Treasurer of the Corporation.
Section 9.6 – Policies
The Board shall adopt and maintain policies relating to the protection of whistleblowers, document retention and distribution, gift acceptance, and spending, to ensure proper financial and operational controls with regard to the business of the Corporation.
ARTICLE X. AMENDMENTS
Section 10.1 - Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be provided to each Director at a regular or special Board of Directors meeting and included in the meeting minutes. Amendments will then be voted on during the next regularly scheduled Board of Directors meeting.
Section 10.2 - Bylaws
The Board of Directors may amend these Bylaws by two thirds (2/3) vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be provided to each Director at a regular or special Board of Directors meeting and included in the meeting minutes. Amendment(s) to these Bylaws cannot be proposed and approved in the same meeting unless with a unanimous Director approval vote in favor of such amendment(s).
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial Directors or Incorporators of this Corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the preceding pages, as the Bylaws of this Corporation.
ADOPTED AND APPROVED by the Board of Directors on this __15__ day of _September________, 2025.
_____Shannon Fazikas___________________________________
, President, Board of Directors
______Jessica Fetterman_____________________________
ATTEST: , Secretary/Treasurer, Board of Directors