Section 1 — Name: The name of the organization shall be Club ODAT. It shall be located at 398 York St., Suite 3, Hanover, Pennsylvania 17331, and operated as a nonprofit organization incorporated under the laws of the Commonwealth of Pennsylvania.
Section 2 — Purpose: Club ODAT is organized for use by individual club members and Recovery Groups (as defined by the Board of Trustees); and, to stimulate and further such movements by aiding and assisting persons to recover and, as a part of such activities, to furnish, provide, and maintain physical facilities for recreational uses within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United States internal revenue law.
Section 1 — Role: The Board of Trustees (hereinafter “The Trustees”) is responsible for overall policy and direction of Club ODAT, and delegates responsibility of day-to-day operations to the staff and committees. The Trustees shall choose its own members.
Section 2 — Powers: Subject to any limitations of the Articles of Incorporation, the Pennsylvania Nonprofit Corporation Act or these bylaws, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of Club ODAT shall be controlled by The Trustees. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that shall have the following powers:
(a) To appoint and remove all officers of Club ODAT subject to such limitations as may appear in the bylaws, and to prescribe such powers and duties for officers as may not be inconsistent with law, with the Articles of Incorporation, or the bylaws.
(b) To conduct, manage and control the affairs of Club ODAT, and to make such rules and regulations therefor, not inconsistent with law, or with the Articles of Incorporation, or the bylaws, as they may deem best.
(c) To designate any place for the holding of any meeting of The Trustees, to change the principal office of Club ODAT for the transaction of its business from one location to another; to adopt make and use a corporate seal and to alter the form of such seal from time to time, as in their judgment, they may deem best, provided such seal shall at all times comply with the provisions of law.
(d) To borrow money and incur indebtedness for the purpose of Club ODAT and to cause to be executed and delivered therefor, in Club ODAT’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, and securities thereof.
(e) To manage in such manner as they may deem best, all funds and property, real and personal, received and acquired by Club ODAT, and to distribute, loan or dispense the same or the income and profits therefrom.
Section 3 — Size: The number of Trustees constituting the entire Board shall be no less than seven (7), no more than nine (9) as fixed by resolution of The Trustees. Subject to the foregoing, the number of Trustees may be determined from time to time by majority vote of The Trustees.
Section 4 — Qualifications: Every Trustee must be a member in good standing of Club ODAT. Each Trustee must be a U.S. citizen. No person who is holding public office is eligible to be a Trustee. Each Trustee shall serve without compensation except for pre-approved expenses incurred for Club ODAT. Trustees appointed by the holder of any office (or an officer or board of any other organization) are to act in their own right and not as a representative of any interest or group. Each Trustee shall be at least 21 years of age.
Section 5 — Terms: The regular term of office for each Trustee shall be continuous between elections, unless sooner terminated by death, incapacity, resignation or removal.
Section 6 — Meetings and Notice: The Trustees shall meet at least quarterly, at an agreed upon time and place. An official meeting of The Trustees requires that each Trustee has written notice at least one week in advance.
Section 7 — Elections: Elections will be held on an annual or other basis, as determined by The Trustees.
Section 8 — Election Procedures: Election procedures will be determined by The Trustees and announced prior to each election.
Section 9 — Quorum: A quorum must be attended by a simple majority of Trustees or their designated representative for business transactions to take place and motions to pass.
Section 10 — Officers: There shall be four officers, consisting of a president, vice-president, secretary and treasurer.
Section 11 — Vacancies: When a vacancy occurs, the Secretary must receive nominations for new members from present Trustees two weeks in advance of a Board of Trustees meeting. These nominations shall be sent out with the regular meeting announcement, to be voted upon at that meeting. These vacancies will be filled only to the end of the particular trustee’s term.
Section 12 — Resignation, Termination, and Absences: Resignation of a Trustee must be in writing and received by the Secretary. A Trustee shall be terminated from The Trustees due to excess absences, more than two unexcused absences from Board of Trustees meetings in a year. A Trustee member may be removed for other reasons by a majority vote of the remaining Trustees. Any Trustee may resign from office at any time by giving written notice thereof to an officer of Club ODAT. The Trustees, however, have the power to fill or leave unfilled, until the next election, all vacancies that may occur, including those created by an authorized increase in the number of Trustees.
Section 13 — Special Meetings: Special meetings of The Trustees shall be called upon the request of the President, or one-third of The Trustees. Notices of special meetings shall be sent out by the Secretary to each Trustee at least one week in advance.
Section 14 — Nomination of Trustees: Prior to the meeting of the election of Trustees, the President shall select a board committee to present a list of names of at least one eligible nominee to each vacancy. Nominations made by the Committee for Trustees must be delivered to the Secretary at least thirty (30) days before the meeting of The Trustees. The Secretary shall attach a list of nominees to the notification of the Board of Trustees meeting.
Section 15 — Place and Number of Meetings: Meetings of The Trustees shall be held at any place, which has been designated from time to time by resolution of The Trustees. In the absence of such designation, meetings shall be held at 398 York St., Suite 3, Hanover, PA. The Trustees shall have at least four (4) meetings each calendar year.
Section 16 — Notice of Meetings: A regular meeting of The Trustees may be held without prior notice. Notice of the time and place of special meetings of The Trustees shall be given personally to each Trustee or sent by mail or other form of communication, charges prepaid, addressed to the individual Trustee at his/her address as shown upon the records of Club ODAT at least five (5) days in advance of such meeting. Such notice shall state the general nature of the business to be considered at the special meeting.
(a) A Trustee may participate in any meeting of The Trustees 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 paragraph constitutes presence in person at the meeting.
(b) The transactions of any meetings of The Trustees, however called and noticed, or wherever held, shall be as valid as though they had a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each member of The Trustees not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with Club ODAT’s records or made a part of the minutes of the meeting.
Section 17 — Presumption of Trustee Assent: A Trustee who is present at any meeting of The Trustees, or a committee thereof of which the Trustee is a member, at which action on a corporate matter is taken, is presumed to have assented to such action unless a dissent is entered in the minutes of the meeting or unless the Trustee files a written dissent to the action with the person acting as the secretary of the meeting before or promptly after the adjournment thereof. A Trustee who is absent from a meeting of The Trustees, or a committee thereof of which the Trustee is a member, at which any such action is taken to presumed to have concurred the action.
Section 18 — Action by Unanimous Written Consent: Any action required or permitted to be taken by The Trustees may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Trustees, if authorized by electronic communications including text and e-mail signed individually or collectively by all Trustees. Such consent shall be filed with the regular minutes of The Trustees.
Section 19 — Committees: Committees authorized by The Trustees shall be standing or special. The Trustees, by quorum, may refer to the proper committee any matter affecting Club ODAT or any operations needing study, recommendation, or action. The Trustees may establish such standing or special committees, as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Pennsylvania Nonprofit Corporation Act. The Trustees shall appoint the members of such committees. Persons other than Trustees may be appointed to such committees, but the Chair of each committee must be a Trustee.
Section 1 — Responsibility: All officers are subordinate and responsible to The Trustees.
Section 2 — President: The President shall be the chief executive and operating officer of Club ODAT, and subject to the direction and under the supervision of The Trustees, shall have general charge of the business affairs and property of Club ODAT. The President shall preside at all meetings of The Trustees. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these bylaws or The Trustees.
Section 3 — Vice President: At the request of the President, or in the President’s absence or disability, the Vice President shall perform all the duties of the President. When so acting, the Vice President shall have all of the powers of, and be subject to all the restrictions upon the President. The Vice President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned by The Trustees or as may be provided in the bylaws.
Section 4 — Secretary: The Secretary shall cause to be kept at the principal office of Club ODAT, the Secretary’s principal place of business, or such other place as The Trustees may order, the official seal of Club ODAT, the membership book and a book of minutes of all meetings of Trustees and members. The Secretary shall keep the membership book containing names and addresses of each member, and the date upon which the membership ceased. The Secretary shall also maintain and protect a file of all official and legal documents of Club ODAT. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by The Trustees or the bylaws.
Section 5 — Treasurer: The Treasurer shall have custody of all Corporation funds; keep full and accurate accounts of all receipts and disbursements of Club ODAT, an inventory of assets, and a record of the liabilities of Club ODAT; deposit all money and other securities in such depositories as may be designated by The Trustees; disburse the funds of Club ODAT as ordered by The Trustees, taking proper vouchers for disbursements; and prepare all statements and reports required by duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these bylaws or The Trustees. The Trustees may delegate all or part of the authority and duties of the Treasurer to subordinate officers.
Section 1 — Eligibility for Membership: Application for non-voting memberships shall be open to any current resident of the Hanover, Pennsylvania area that supports the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and the payment of dues. All memberships shall be granted upon a majority vote of The Trustees.
Section 2 — Dues: All Regular members shall pay monthly membership dues to Club ODAT in such amounts and in such manner as The Trustees determine. The amount required for dues shall be determined and set quarterly, based upon Club ODAT’s changing budget. Membership dues may be changed quarterly by a majority vote of The Trustees. Continued membership is contingent upon being up-to-date on membership dues.
Section 3 — Resignation of Membership: Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.
Section 4 — Termination of Membership: The membership of each member of Club ODAT will terminate upon the member’s death, resignation, expulsion, or failure to pay dues as next described. Unless otherwise determined by The Trustees, each member’s membership will immediately terminate if his or her membership dues have not been paid within 5 days after such member’s dues were due. Members terminated as a result of expulsion may not renew their membership in Club ODAT without obtaining the affirmative vote of the majority of The Trustees. Members terminated as a result of non-payment of dues may reactivate their membership after such termination by the payment of all current membership dues.
Section 5 — Suspension and Expulsion: Any member may be suspended or expelled from membership with or without cause upon the affirmative vote of a majority of The Trustees if, in the discretion of The Trustees as indicated by such vote, such suspension or expulsion would be in the best interests of Club ODAT. Nothing in these bylaws shall be construed as granting to any member a continuous membership or expectation of membership in Club ODAT.
Section 6 — Prospective members: A prospective member may be admitted to visit Club ODAT provided they are accompanied by a member.
Section 1 — Committee Powers: Committees of Club ODAT shall be standing or special. The Trustees may refer to the proper committee any matter affecting Club ODAT or any operations needing study, recommendation, or action. The Trustees may establish such special committees or standing committees in addition to those specified in this Article as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Pennsylvania Nonprofit Corporation Act. All committees shall act by majority vote, unless otherwise prescribed by The Trustees.
Section 2 — Limitations: Except in cases where these bylaws or The Trustees has by written resolution provided otherwise, the function of any committee is as an advisory group to The Trustees. No member of any committee, without the prior written consent of The Trustees, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate Club ODAT or The Trustees in any way or by any means. All such powers are expressly reserved to The Trustees.
Section 3 — Finance Committee: The Treasurer is the chair of the Finance Committee, which includes three other Trustees. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with The Trustees. The Trustees must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by The Trustees. The fiscal year shall be the calendar year. Monthly reports are required to be submitted to The Trustees showing income, expenditures, and pending income.
Section 4 — Membership Committee: The Membership Committee shall devise ways and means to increase membership in Club ODAT.
Section 5 — Activities Committee: The Activities Committee shall organize various activities and events, not necessarily limited to fund raising events, and coordinate its efforts under the approval of The Trustees.
Section 6 — Operations Committee: The Operations Committee shall identify concerns and submit recommended courses of action for the successful daily operational functions of Club ODAT to The Trustees. Upon approval and under the auspices of The Trustees, the Operations Committee shall perform the necessary actions to carry out the daily functions of Club ODAT.
Section 7 — Ad Hoc Committee Formation: The Trustees may create committees as needed to work on specific issues facing the organization and appoints all committee chairs. Ad hoc committees can be assigned a duration of time existence set by The Trustees.
Section 1 — Actions Jeopardizing Tax Status: Club ODAT shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under §501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.
Section 2 — Lobbying and Political Activities: Club ODAT may NOT devote any of its activities for lobbying purposes (including the publishing or distribution of statements) or otherwise attempting to influence legislation.
Section 3 — Private Inurement: No part of the net income or net assets of Club ODAT shall inure to the benefit of, or be distributable to, its Trustees, officers, or members. Specifically, club revenue generated from nonmembers shall not be used to the financial gain of the members. However, Club ODAT is authorized to pay reasonable compensation to contractors for services actually rendered and to make payments and distributions in furtherance of its tax-exempt purposes.
Section 4 — Non-Discrimination: In the conduct of all aspects of its activities, Club ODAT shall not discriminate on the grounds of an individual’s sex, race, ethnicity, national origin, age, religion or any other legally protected characteristics.
Section 5 — Conflicts of Interest: A conflict of interest occurs when a person under a duty to promote the interests of Club ODAT (a “fiduciary”) is in a position to promote a competing interest instead. Fiduciaries include all Club ODAT Trustees and members of any Club ODAT committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of Club ODAT and work to the detriment of Club ODAT.
Section 6 — Discharging Conflicts of Interest: All conflicts of interest must be disclosed to The Trustees. After disclosure is made, the individual with a conflicting interest must not participate in judging the merits of that interest. That is, such individual must abstain from voting on, or recommending a course of action with respect to, the situation giving rise to the conflict. When these are done, the conflict of interest has been properly discharged.
Section 7 — Preventing Conflict Situations: Club ODAT, through The Trustees, shall encourage all fiduciaries to prevent conflicts of interest where possible.
Section 8 — Litigation: Club ODAT shall not be a voluntary party in any litigation without the prior written approval of The Trustees.
Section 1 — Property of Club ODAT: The title to all property of Club ODAT, both real and personal, shall be vested in Club ODAT.
Section 2 — Disposition Upon Dissolution: Upon the dissolution or winding up of Club ODAT, or in the event it shall cease to engage in carrying out the purposes and goals set forth in these, all of the business, properties, assets and income of Club ODAT remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, association, or corporation which is organized and operated exclusively for tax exempt purposes which are reasonably related to the purposes and goals of Club ODAT, as may be determined by The Trustees of Club ODAT in its sole discretion, and which has established its tax exempt status under §501(c)(3) of the Internal Revenue Code of 1986, as amended.
Section 3 — Contracts: The Trustees may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of Club ODAT. Such authority may be general or confined to a specific instance. Unless so authorized by The Trustees, no officer, agent, or employee shall have any power or authority to bind Club ODAT by any contract or engagement, or to pledge its credit, or render it pecuniary liable for any purpose or to any amount.
Section 1 — Right to Indemnification: Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (hereinafter referred to as “proceeding”), by reason of the fact the he or she, or a person of whom he or she is a legal representative, is or was a Trustee or officer of Club ODAT or, while serving as a Trustee, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit, or not, including service with respect to employee benefit plans, whether the basis of the proceeding is alleged action in an official capacity as a Trustee, officer, employee, or agent or in any other capacity while serving as a Trustee or officer, shall be indemnified and held harmless by Club ODAT to the fullest extent authorized by state law, as it exists or may be amended (but, in the case of any such amendment, only to the extent that the amendment permits Club ODAT to provide broader indemnification rights than state law permitted Club ODAT to provide before the amendment), against all expenses, liability, and loss (including attorney fees, judgments, fines, ERISA excise taxes, any penalties and amounts to be paid in settlement) reasonably incurred by the person or connection therewith, and the indemnification shall continue for a person who has ceased to be a Trustee or officer and shall inure to the benefit of his or her heirs, executors, and administrators; provided, however, that except as provided in the next section with respect to proceedings seeking to enforce right to indemnification, Club ODAT shall indemnify any such person only if the proceeding, or part thereof, was authorized by The Trustees of Club ODAT. To the extent authorized by state law, Club ODAT may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in this article shall be a contract right.
Section 2 — Non-Exclusivity of Rights: The right to indemnification conferred in this article shall not be exclusive of any other right that any person may have or acquire under any statute, provision or the articles of incorporation, bylaw, agreement, disinterested Trustees, or otherwise.
Section 3 — Insurance: Club ODAT may purchase and maintain insurance on behalf of the person who is or was a Trustee against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not Club ODAT would have power to indemnify the person against the liability under these bylaws or the laws of the Commonwealth of Pennsylvania.
Section 4 — Changes in Pennsylvania Law: If there is any change of the PA statutory provision applicable to Club ODAT relating to the subject matter of this Article, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions, but only to the extent that the change permits Club ODAT to provide broader indemnification rights than the provisions permitted Club ODAT to provide before the change. Subject to the next Section, The Trustees are authorized to amend these bylaws to conform to any such changed statutory provisions.
Section 5 — Amendment of Repeal of Article: No amendment or repeal of this Article shall apply or have any effect on any Trustee of Club ODAT for or with respect to any acts or omissions of the Trustee occurring before the amendment or repeal.
Section 6 — Impact of Tax Exempt Status: The rights to indemnification set forth in this Article are expressly conditioned upon such rights not violating Club ODAT’s status as a tax-exempt organization described in §501(c) of the Internal Revenue Code of 1986, as amended.
Section 1 — Amendments: Except as otherwise provided herein with respect to provisions which are not subject to amendment, if any, these bylaws may be amended, restated or repealed by a majority vote of The Trustees. Proposed amendments must be submitted to the Secretary to be sent out with regular board of Trustees announcements.
Section 2 — Inspection of Bylaws: The original or copy of these bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal office of Club ODAT for the transaction of business, and shall be open to inspection by The Trustees.