Of
Pennsylvania Association of Cheerleading Coaches and Advisors
The registered office of the Pennsylvania Association of Cheerleading Coaches and Advisors (the “Corporation”) shall be located at PennACCA, PO BOX 183, Burnham, PA 17009. The Corporation may also have such other offices as the Executive Committee may from time-to-time determine.
Section 1. To foster an appreciation by students, staff and community for the social and educational advantages of participation in Cheerleading through setting standards of cheerleading activities in accordance with educational objectives.
Section 2. To promote safety and education in Cheerleading through Corporation sponsored safety clinics and classes and providing outlets for attaining safety certification while always putting the safety of the cheerleader ahead of winning.
Section3. To provide an annual conference where clinics, demonstrations and educational classes will be offered to all coaches/advisors in Pennsylvania and neighboring states.
Section 4. To promote quality judging in the state of Pennsylvania.
Section 5. To recognize outstanding coaches, cheerleaders and programs through the eventual Coach, Cheerleader and Program of the year selection.
Section 6. To give guidance and provide networking for coaches, advisors, principals, athletic directors and gym owners in the state of Pennsylvania and neighboring states.
Section 1. Selection. Each of the incorporators shall become a member upon formation of the Corporation. Thereafter prospective members shall be nominated by one or more of the members of the Corporation and shall become a member of the Corporation upon the affirmative vote of a majority of the members.
Section 2. Dues. Members shall be required to pay membership fees as determined at the yearly meeting of the Corporation.
Section 3. Voting Rights. Each active member shall be entitled to one vote on each matter submitted to a vote of the members of the Corporation.
Section 4. Termination of Membership. A member may be expelled and his/her membership thereby terminated either for failure to attend three (3) consecutive meetings of the members, automatically after 15 days written notice, or for failure to act in furtherance of the purpose of the Corporation as stated in its Articles of Incorporation, after a hearing held before such number of other members of the Corporation as would constitute a quorum for the transaction of business, held upon 30 days notice to all parties, and after a majority vote at such meeting in favor of expulsion.
Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary.
Section 6. Transfer of Membership. Membership is not transferable or assignable.
Section 1. Annual Meeting. An annual meeting of the members shall be held during the annual conference in the spring of each year, beginning in the year 2006, for the purpose of electing Executive Committee members if they are in an election year and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the Commonwealth of Pennsylvania, such meeting shall be held on the next succeeding business day.
Section 2. Special Meetings. Special meetings of members, for any purpose or purposes, other than those regulated by statute or by the Articles of Incorporation, may be called at any time by the President, the Executive Committee or not less than ten percent of the members having voting rights upon written request delivered to the Secretary. Upon receipt of any such request, it shall be the duty of the Secretary to fix the time of the meeting, which shall be held not less than ten nor more than sixty days thereafter, as the Secretary may fix. If the Secretary shall neglect or refuse to fix the date of the meeting, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to the business stated in the call.
Section 3. Place of Meeting. The Executive Committee may designate any place, either within or without the Commonwealth of Pennsylvania, as the place for meeting for any annual or special meeting. If no designation is made, the place of the meeting shall be the at the current President’s house.
Section 4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be posted in the local newspaper, given to the local radio station and posted on the Corporation’s web site (http://www.pennacca.org) not less than five nor more than fifty days before the date of such meeting. In case of a special meeting, or when required by statute, or by these by-laws, the purpose for the meeting shall be stated in the notice. Notice of a meeting shall be deemed delivered when such notice is published in the local newspaper, announced on the local radio station and posted on the Corporation web site.
Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum. A majority of members entitled to vote, present in person or represented by proxy, shall be necessary to constitute a quorum at all meetings of the members for the transaction of business. If a quorum is not present at any meeting of the members, a majority of the members present in person or represented by proxy may adjourn the meeting to such time and place as they may determine without further notice. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 7. Proxies. Every member entitled to vote at a meeting of members may authorize another person or persons over the age of eighteen and not a current Cheerleader to act for him/her by proxy, either to vote at a meeting or to sign a written consent. Every proxy shall be executed in writing by the member, or by his/her duly authorized attorney-in-fact, and filed with the Secretary. Each and every proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary. No unrevoked proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy be voted on after three years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary.
Section 8. List of Members. The Secretary or Secretary’s designee shall make, at least five days before each meeting of members, a complete list of members entitled to vote at the meeting, arranged in alphabetical order, with the address of each, which shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any member upon request. Each list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the time of the meeting.
Section 9. Judges of Election. In advance of any meeting of members, the Executive Committee may appoint judges of election, who need not be members, to act at such meeting or adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any member entitled to vote or his/her proxy shall, make such appointment at the meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more members or proxies, a majority of the members present and entitled to vote shall determine whether one or three judges are to be appointed. No person who is a candidate for office shall act as judge. The judges of election shall do all acts required by Section 7762(3) of the Pennsylvania Non-Profit Corporation Law of 1972 and such acts as may be proper to conduct the election or vote with fairness to all members, and shall make a written report of any challenge or question or matter determined by them and execute a certificate of any fact found by them, if requested by the presiding office of the meeting or any member of his/her proxy. Any report or certificates made by them shall be prima facie evidence of the facts stated therein.
Section 10. Participation by Telephone, Video or Internet. One or more members may participate in a meeting of the members by means of conference telephone, video phone, internet or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all members so participating shall be deemed present in person at the meeting.
Section 1. Power and Duties. The business and affairs of the Corporation shall be managed by its Executive Committee which may exercise all such powers of the Corporation and do all such lawful actions and things which are not by statue, by articles of incorporation or by these by-laws directed or required to be exercised and done by the members. Members of the Executive committee shall be deemed to stand in a fiduciary relation to the Corporation, and shall discharge the duties of their position with that diligence, care and skill which ordinarily prudent men/women would exercise under similar circumstances.
Section 2. Composition. The Executive committee shall be composed of not less than three nor more than five voting members of the Corporation. The executive committee members must have paid membership dues by October 1 of current year or their position will be terminated and opened to active members.
Section 3. Election and Term of Office. Except for the initial members of the Executive Committee, all elections of the Corporation’s Executive Committee shall be by the affirmative vote of the majority of the members of the Corporation, at the annual meeting of the members. Each member of the Executive Committee shall be elected to serve 2 years in office and until his/her successor is duly elected by the members, or until such Executive Committee member’s earlier death, resignation or removal. There shall be no limit on the number of terms an officer can serve. Nominations must be received via email one month prior to the general meeting to pennacca@pennacca.org. Only active members may nominate or be nominated for office. All voting will take place at the general meeting by secret ballot for active members. Proxy voting will take place via email to pennacca@pennacca.org. All proxy votes must be submitted by the Wednesday prior to the general membership meeting.
Section 4. Vacancies. Vacancies in the Executive Committee shall be filled by a majority of the remaining members of the Executive Committee, though less than a quorum, and each person so elected shall be an Executive Committee member for the balance of the un-expired term and until his/her successor is duly elected by the members of the of the Board of Members, who may make such election at the next annual meeting of the members or at any special meeting duly called for that purpose and held prior to the next annual meeting of the members.
Section 5. Removal. Any voting Executive Committee member may be removed from office by the affirmative vote of a majority of the voting members of the Executive Committee then in office.
Section 6. Compensation. The members of the Executive Committee shall not be entitled to receive compensation from the Corporation for their services as members of the Executive Committee. They may, however, be reimbursed by the Corporation for out-of-pocket expenses, if any, incurred in connection in carrying out his/her duties as a member of the Executive Committee.
Section 1. Regular Meetings. A regular annual meeting of the Executive Committee shall be held without notice other than this by-law, immediately after, and at the same place as, the annual meeting of members. Additionally, the Executive Committee may provide by resolution the time and place, either within the Commonwealth of Pennsylvania or elsewhere, for the holding of additional regular meetings of the Executive Committee without notice other than such resolution.
Section 2. Special Meetings. Special meetings of the Executive Committee may be called by or at the request of the President or any two embers of the Executive Committee. The person or persons authorized to call special meetings of the Executive Committee may fix any place, either within the Commonwealth of Pennsylvania or elsewhere, as the place for holding any special meeting of the Executive Committee called by them.
Section 3. Notice. Notice of any special meeting of the Executive Committee shall by at least forty-eight hours before the time specified for the meeting by phone call or e-mail to each member of the Executive Committee. Such notice shall be deemed delivered if told to in person, left on an answering machine/voice mail, or sent to the member’s e-mail account. Notice of each special meeting of the Executive Committee shall specify the date, place and hour of the meeting, but not need state the nature of the business to be conducted at such special meeting.
Section 4. Waiver of Notice. Any Executive Committee member entitled to notice of a meeting may waive such notice. The attendance of an Executive Committee member at any meeting shall constitute a waiver of notice of such meeting, except where such member attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 5. Quorum. At all meetings of the Executive Committee, a majority of the members then in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the members of the Executive Committee present at a meeting at which a quorum is present shall be the acts of the Executive Committee. If at any meeting a quorum shall not be present, the meeting my be adjourned from time to time until a quorum shall be present. When a meeting of the Executive Committee is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting other than be announcement at which such adjournment is taken.
Section 6. Action by Consent. Any action, which may be taken at a meeting of the Executive Committee, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members of the Executive Committee, and filed with the Secretary.
Section 7. Participation by Telephone, Video or Internet. One or more members of the Executive Committee may participate in a meeting of the Executive Committee, or a committee of the Executive Committee by means of conference telephone, video phone, internet or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all members so participating shall be deemed present in person at the meeting.
Section 1. Officers. The officers of the Corporation shall be a President, Vice-President, Secretary, Treasurer and Region Rep President. The Executive Committee may appoint such other officers, or assistants, as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Executive Committee may from time-to-time prescribe. Officers may, but need not be members of the Executive Committee.
Section 2. Election; Term of Office; Vacancies. The officers of the Corporation shall be elected bi-annually by the members of the Corporation at its annual meeting with a majority vote. Each officer shall hold office until his/her successor is duly elected, or until such officer’s earlier death, resignation, removal or any other cause. A majority of the members of the Executive Committee in office shall elect an officer to fill any vacancy, and the officer so elected shall hold office and serve until the election of his/her successor. Outgoing president will serve two years on the Executive Committee as a Trustee. The Trustee must stay an active member and will be a non-voting member on the Executive Committee. The Trustee will serve as a guide to the Executive Committee.
Section 3. Removal. Any officer or agent elected or appointed by the Executive Committee may be removed by the Executive Committee whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to any contract rights of the person so removed.
Section 4. Resignation. Any officer or agent may resign at any time by giving written notice to the Corporation, but such resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. Any such resignation shall take effect at the time of 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 5. President. The President shall be the chief executive officer of the Corporation; he/she shall preside at all meetings of the members and the Executive Committee, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Executive Committee are carried into effect; and he/she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Executive Committee to some other officer or agent of the Corporation.
Section 6. Vice-President. The Vice-President shall preside over all meetings of the members and Executive Committee and assume all duties of the President if the President is not able to attend said meetings. The Vice-President will assume all duties of the President if the President resigns, is removed from or dies while in office. The Executive Committee will then fill the Vice-President position per Article V Section 4.
Section 7. Secretary. The Secretary shall attend all meetings of the members and the Executive Committee and record all the minutes thereof in suitable books kept for the purpose; he/she shall give, or cause to be given, notice of all meetings of members and of special meetings of the Executive Committee as are required by statute or by these by-laws; he/she shall keep in safe custody the Corporation Seal of the Corporation and, when authorized by the Executive Committee, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his/her signature. In addition he/she shall perform such other duties as may be prescribed by the Executive Committee or by the President, as well as all the usual duties incident to the office of Secretary.
Section 8. Treasurer. The Treasurer shall have custody of the corporate funds of the Corporation and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books kept for that purpose; he/she shall deposit all monies and other valuable effects, in the name and to the credit of the Corporation, in such depository as the Executive Committee shall designate; as directed by the Executive Committee or the President, he/she shall disburse monies of the Corporation, taking proper vouchers for such disbursements and shall render to the President and members of the Executive Committee an account of all his/her transactions as Treasurer and of the financial condition of the Corporation. In addition he/she shall perform such other duties as may be prescribed by the Executive Committee or by the President, as well as all the usual duties incident to the office of Treasurer.
Section 9. Region Rep President The Region Rep President shall by the direct liaison between all Corporation Region Reps and the Executive Committee. He/she shall report on activities on each Region at Executive Committee meetings and shall report back to the Regions anything pertaining to them.
Section 1. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Non-Profit Corporation”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be the year ending each June 30th.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the same of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner as the Executive Committee shall from time to time determine.
Section 4. Annual Report. The President and Treasurer shall cause to be prepared and shall present at the first regular meeting of the Executive Committee following the close of the Corporation’s fiscal year, an annual report, prepared in conformity with the requirements of Section 7555 of Pennsylvania Non-profit Corporation Law, as amended, and such report shall be filled with the minutes of said meetings of the Executive Committee.
Section 5. Fixing Record Date. The Executive Committee may fix a time, not more than seventy days prior to the date of any meeting or members of any adjournment thereof as a record date for the determination of the members entitled to notice of, and to vote at, such meeting, notwithstanding any increase or other change in membership on the books of the Corporation after any record date fixed as aforesaid. If no such record date is fixed, the record date for determining members entitled to notice of or vote at a meeting of members shall be at the close of business or the day preceding the day on which notice is given.
Section 1. Personal Liability of Executive Committee Members. A member of the Executive Committee of the Corporation shall not be personally liable for monetary damages for any action taken or failure to take any action unless it is determined by the court (or if it is ultimately judicially interpreted that such determination is to be made by the Executive Committee, then unless it is determined by the Executive Committee) that the member has breached or failed to perform the duties of his/her office under the Directors’ Liability Act, 42 Pa.C.S.A 8363, and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the foregoing provision shall not eliminate or limit the liability of an Executive Committee Member (i) for any responsibility or liability of such member pursuant to any criminal statue, or (ii) for any liability of such member for the payment of taxes pursuant to local, state or Federal Law. Any repeal or modification of the Article IX, Section 1 shall be prospective only, and shall not adversely affect any limitation on the personal liability of a member of the Executive Committee of the Corporation existing at the time of such repeal or modification.
Section 2. Indemnification of Executive Committee Members and Officers. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”) and whether or not by or in the right of the Corporation or otherwise, by reason of the fact that he/she, or a person of whom he/she is the heir, executor, or administrator, is or was an Executive Committee member or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity as a director or officer shall be indemnified and held harmless by the Corporation to the fullest extent permitted by law, as the same exists or may hereinafter be amended, interpreted or implemented (but, in the case of any amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than are permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss, including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, reasonably incurred or paid by such person in connection therewith; provided, however that indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Notwithstanding the foregoing, except as provided in Article VIII, Section 3 below, the Corporation shall indemnify to the extent of assets available and to the extent permitted by law any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Executive Committee of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefore stating in reasonable detail the expenses incurred; provided, however, that to the extent required by law, the payment of such expenses incurred by an Executive Committee Member or officer in advance of the final disposition of a proceeding shall be made only upon receipt of an undertaking, by or on behalf of such person, to repay all amounts advanced if it shall ultimately be determined by a court that he/she is not entitled to be indemnified under this section or otherwise. The right to indemnification and advancement of expenses provided herein shall continue as to a person who has ceased to be an Executive Committee member or officer, and shall inure to the benefit of the heirs, executors and administrators or such person
Section 3. Payment of Indemnification. If a claim for indemnification under Article IX, Section 2 hereof is not paid although assets are or were available and said indemnification was permitted by law in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.
Section 4. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of a final disposition conferred in Article IX, Section 2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses hereunder may be entitled under any by-law, agreement, vote of members or Executive Committee or otherwise, both as to actions in his/her official capacity and as to actions in any other capacity while holding that office.
Section 5. Funding. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Article IX or otherwise.
Section 6. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was an Executive committee member or officer or representative of the Corporation, or is or was serving at the request of the Corporation, partnership, joint venture, trust of other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation has the power to indemnify him/her against such liability under the laws of this or any other state.
Section 1. The by-laws may be altered, amended or repealed by a majority vote of the members entitled to vote thereon at any regular or special meeting duly convened after notice to the members of that purpose, or by a majority vote of the members in office of the Executive Committee at any regular or special meeting duly convened, subject always to the power of the members to change such action by the Executive Committee, and except on certain subjects committed exclusively to the members as described in Section 7504(b) of the Pennsylvania Nonprofit Corporation Law of 1972.
Section 1. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Please of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 1. All funds deposited in the Corporation Bank Account become the property of the Corporation. If the Corporation is dissolved, all monies will be distributed according to Article XI, Section1.
Section 1. All funds will be used for the support of cheerleading activities within the Corporation. In order to spend funds before appropriately brought to a meeting of the Corporation membership, the President and Treasurer or their designees must concur on the spending of said funds. The total amount spent in this fashion is not to exceed $250. The funds spent must be presented at the next scheduled meeting of the Corporation for inclusion in the minutes and Treasurer’s Report.
Approved on November 20, 2005
Last Amended on October 1, 2006
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02/08/2007 07:30 AM