BYLAWS

OF

SVSC SOCCER, INC.

A Pennsylvania Nonprofit Corporation

(the “Corporation”)

ARTICLE I
INTRODUCTORY

Section 1.1           Name

.  The name of the Corporation is SVSC Soccer, Inc.

Section 1.2           Statement of Purposes

.  As provided in its Articles of Incorporation, the Corporation 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:

(a)               Provide opportunities to the youth of Homestead, West Homestead and Munhall, Pennsylvania and neighboring communities to play participant sports (especially soccer and futsal) and e-sports (electronic gaming like the FIFA video game); to explore the learning opportunities in the interrelationship between active sports play and e-sports (electronic gaming), particularly focused on soccer and futsal; promote understanding of sport among those youth; encourage the growth of sport in the area; and to promote alternatives to active play when outside circumstances like pandemics prohibit such play; and

(b)               To do all lawful acts incidental to the achievement of the foregoing purposes.

Section 1.3           Offices

.  The principal and registered office of the Corporation shall be located at 326 W. Larkspur St., Munhall, Allegheny County, Pennsylvania, or at such other place as the Board of Directors may designate from time to time.  The Corporation may also have offices at such other locations as the Board of Directors may select and the business of the Corporation shall require.

Section 1.4           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 1.5           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 1.6           Governing Law

.  This Corporation is governed by the Pennsylvania Nonprofit Corporation Law of 1988, as it may be amended from time to time (“NPCL”).

Section 1.7           No Members. 

The Corporation has no members or shareholders.

 

ARTICLE II
BOARD OF DIRECTORS

Section 2.1           Authority

.  Subject to any limitations set forth elsewhere in these Bylaws or the Articles of Incorporation of the Corporation, the affairs of the Corporation shall be under the general direction of a Board of Directors (also referred to herein as the “Board”), which shall administer, manage, preserve and protect the property of the Corporation.

Section 2.2           Number, Term, and Election

.  The Board shall consist of a minimum of three (3) voting Directors and a maximum of eleven (11) voting Directors (the actual number to be determined from time to time by the Board).  With the exception of the initial Directors, whose terms shall be specified in the resolution appointing them, each Director shall serve, commencing on the first day of January, for a term of two (2) years, or until such Director’s successor has been duly elected and qualified or until the Director’s earlier death, resignation or removal.  With the exception of the initial Directors, who shall be elected by the Incorporator, Directors shall be elected by the Board at the annual meeting of the Board or any special meeting called for that purpose.  Nominations for Board members must be received, in writing, by the President of the Board of Directors no later than seven (7) days before the applicable annual meeting or special meeting.

Section 2.3           Vacancies

.  Vacancies occurring on the Board by death, resignation, refusal to serve, increase in the number of Directors or otherwise shall be filled by the Board, and each Director so appointed shall serve for the unexpired portion of the term of the Director being replaced, and until the Director’s successor is elected and qualified or until such Director’s earlier death, resignation, or removal. 

Section 2.4           Resignation.

  Any Director may resign at any time by giving written notice to the President, the Secretary, or the Board of Directors.  Such resignation shall be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of the resignation.

Section 2.5           Removal of Directors

.  The Board of Directors may, by a two-thirds (2/3) vote of all voting Directors in office, remove any Director from office at any time, with or without assigning any cause.

Section 2.6           Compensation

.  No compensation shall be paid to any Director for services as a Director but, at the discretion of the Board, a Director may be reimbursed for travel and actual expenses necessarily incurred in attending meetings and performing other duties on behalf of the Corporation.  A Director may be a salaried officer of the Corporation.

Section 2.7           Meetings

.  The Board shall meet at least quarterly at dates and times established by the Board.  The November meeting or such other time as the Board may designate from time to time by resolution shall be the annual meeting of the Board.  Special meetings shall be called by the Secretary upon the order of the President or at the written request of a number of Directors constituting a quorum of the Directors then in office and entitled to vote.  All meetings of the Board of Directors shall be held at the registered office of the Corporation unless otherwise designated in the notice.

Section 2.8           Quorum and Actions of the Board

.  At all meetings of the Board of Directors, the presence of a majority of the Directors in office and entitled to vote shall constitute a quorum.  Except as the Board may otherwise determine, one or more persons may participate in a meeting of the board or any committee thereof by means of conference telephone or other electronic technology by means of which all persons participating in the meeting can hear and be heard by each other at the same time.  The act of a majority of the Directors entitled to vote at a meeting at which a quorum is present shall be the act of the Board.  A majority of the Directors present and entitled to vote, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place.  Notice of any such adjourned meeting shall be given to the Directors who are not present at the time of adjournment.

Section 2.9           Voting

.  Each Director shall be entitled to one vote on each matter submitted to a vote of the Board of Directors.

Section 2.10       Notices

.  Except as otherwise provided in these Bylaws, written notice of each meeting of the Board of Directors shall be given to each Director at least five (5) days in advance of the date thereof, and such notice shall set forth the date, time, and geographic location, if any, of the meeting.  Notice may be given to the Director personally or by sending a copy thereof by any of the following methods:

(a)               By first class or express mail (postage prepaid) or by courier service (charges prepaid) to the Director’s address supplied by the Director for the purpose of notice.  Notice pursuant to this paragraph shall be deemed to have been given to the Director entitled thereto when deposited in the U.S. mail or courier service for delivery to that Director. 

(b)               By facsimile transmission, e-mail, or other electronic communication to the Director’s facsimile number or e-mail address supplied by the Director to the Corporation for the purpose of notice.  Notice pursuant to this paragraph shall be deemed to have been given to the Director entitled thereto when sent.

Section 2.11       Waiver of Notice

.  Whenever any written notice whatsoever is required to be given under the provisions of applicable law, the Articles of Incorporation of this Corporation, or these Bylaws, a waiver of such notice that is filed with the Secretary of the Corporation in paper or electronic form, signed by the person or persons entitled to notice, whether before or after the time of the meeting stated in such notice, shall be deemed equivalent to the giving of such notice.  In the case of a special meeting, such waiver of notice shall specify the general nature of the business to be transacted.  Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting unless the Director attends 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 2.12       Consents

.  Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting, if a consent or consents to the action in paper or electronic form are signed, before, on, or after the effective date of the action, by all of the Directors in office and entitled to vote on the date the last consent is signed.  The consent or consents shall be filed with the Secretary of the Corporation.

Section 2.13       Standard of Care and Fiduciary Duty

.  Each Director shall stand in a fiduciary relation to this 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 upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of this 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, each Director shall be entitled to rely in good faith on 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 or more officers or employees of this 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 which the Director reasonably believes to be within the professional or expert competence of such persons; and

(c)               a committee of the Board 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.

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

Section 2.14       Factors That May Be Considered By Directors

.  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 this Corporation, consider to the extent they deem appropriate.

(a)               the effects of any action upon any or all groups affected by such action, including employees, suppliers, customers and creditors of the Corporation, and upon communities in which offices or other establishments of the Corporation are located;

(b)               the short-term and long-term interests of the Corporation, including the benefits that may accrue to the Corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the Corporation;

(c)               the resources, intent and conduct (past, stated and potential) of any person seeking to acquire control of the Corporation; and

(d)               all other pertinent factors.

The Board of Directors, committees, and individual Directors are not required, in considering the best interest of the Corporation or the effects of any action, to regard any corporate interest or the interests of any particular group affected by such action as a dominant or controlling interest or factor.  The consideration of interests and factors in the manner described in this section shall not constitute a violation of Section 2.14 hereof.  The fiduciary duty of Directors shall not be deemed to require them to act as the Board of Directors, a committee, or an individual Director solely because of the effect such action might have or an acquisition or potential or proposed acquisition of control of the Corporation.

 

ARTICLE III
BOARD Officers

Section 3.1           Enumeration

.  The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other officers and assistant officers as the Board may, from time to time, designate.  A person may hold more than one office in the Corporation.

Section 3.2           Term of Office

.  With the exception of the initial officers, whose terms shall be specified in the resolution appointing them, each officer shall serve, commencing on the first day of January for a term of two (2) years and until the officer’s successor is duly elected and takes office or until the officer’s earlier death, resignation, or removal.

Section 3.3           Election

.  All officers of the Corporation shall be elected by the Board at the annual meeting of the Board or at a special meeting of such board called for such purpose.    

Section 3.4           Vacancies

.  Any vacancy in any office shall be filled by the Board, and each officer appointed to fill the vacancy shall serve for the unexpired portion of the term of the officer being replaced, and until the officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal.

Section 3.5           Resignation and Removal of Officers

.  Any officer may resign at any time by giving written notice to the President, the Secretary, or the Board of Directors.  Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance of the resignation as determined by the Board.  Any officer of the Corporation may be removed from office at any time by the Board, whenever, in the sole discretion of the Board, the best interests of the Corporation will be served.

Section 3.6           President

.  The President shall be the chief executive officer of the Corporation and, as such, shall preside at all meetings of the Board and shall be responsible for and have supervision over the management and operation of the Corporation.

Section 3.7           Secretary

.  The Secretary shall make or cause to be made minutes of all meetings of the Board of Directors.  The Secretary shall be responsible for the timely mailing or delivery of all notices of meetings of the Board of Directors, shall affix the corporate seal at the direction of the President and, generally, will perform all duties incident to the office of secretary of a corporation and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or which may be assigned from time to time by the Board of Directors.

Section 3.8           Treasurer

.  The Treasurer shall supervise the financial activities of the Corporation.  Specifically, the Treasurer shall see that (a) full and accurate accounts of receipts and disbursements are kept, (b) a system is in place such that all monies and other valuable effects are deposited in the name and to the credit of the Corporation in such depositories as shall be designated by the Board, (c) the Directors at the regular meetings of the Board or whenever they may require it, receive an account of the financial condition of the Corporation, and (d) when required by law or the Board, an annual audit of the Corporation’s books and records is performed by an auditor selected by the Board.  The Treasurer shall also perform such other duties as may be prescribed by the Board.  In performing these functions, the Treasurer may rely on employees of the Corporation or any affiliated corporation who possess special financial training and skills and whose employment responsibilities include management of the Corporation’s financial affairs.  In the absence or disability of the Treasurer, the Assistant Treasurer, if any, shall perform all the duties of the Treasurer and when so acting shall have all of the powers of and be subject to all of the restrictions upon the Treasurer.

Section 3.9           Other Officers

.  Each other officer shall have such responsibilities and perform such duties as may be prescribed by the Board from time to time.  Each assistant officer shall carry out the responsibilities and duties of the officer which the assistant officer assists in the event such officer is unable to perform such responsibilities or duties, except that no assistant officer shall become a Director solely by virtue of being an assistant officer.

Section 3.10       Bonds

.  The Board may, in its discretion, require the Treasurer and any other officer to give bond in such amount and with such surety or sureties as may be satisfactory to the Board for the faithful discharge of the duties of the office and for the restoration to the Corporation, in case of the officer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind belonging to the Corporation in the officer’s possession or under the officer’s control.

 

ARTICLE IV
ADMINISTRATIVE OFFICERS

Section 4.1           Executive Director

.  The Corporation may employ an Executive Director to serve as the principal administrative agent of the Corporation.  The Executive Director, if one is so employed, shall manage the day-to-day business and operations of the Corporation, subject to the direction of the Board of Directors, and shall exercise the powers and perform the functions that are from time to time assigned to him/her by the Board of Directors.  The Executive Director shall be appointed by and serve at the pleasure of the Board of Directors, subject to the provisions of any written contract between the Executive Director and the Corporation.  Compensation for the Executive Director shall be determined by the Board of Directors.

ARTICLE V
Committees

Section 5.1           Committees

.    The Corporation shall have such standing and ad hoc committees as the Board may deem advisable in the administration and conduct of the affairs of the Corporation.  Each committee shall have such power and authority as provided for in these Bylaws or in the resolution creating such committee, except as such authority is limited by statute, by resolution creating or controlling the committee, or by any limitation imposed by the Board on such authority and power.  Each committee of the Board shall meet as necessary to accomplish its goals.  Except as otherwise provided in these Bylaws or in the resolution creating the applicable committee, committee chairpersons and members shall be appointed annually by the President and may be reappointed to a committee for an unlimited number of terms.  With the exception of the Executive Committee and Audit Committee, if any, persons who are not Directors are eligible to serve as committee members.  Any person authorized by these Bylaws to appoint the chairperson and/or members of any committee may appoint himself or herself as chairperson and/or member.  The chairperson of each committee shall determine the date and place of all committee meetings.  Each committee may adopt its own rules of procedure not inconsistent with these bylaws.

Section 5.2           Limitation on Power of Committees

.  No such committee shall have any power or authority as to the following:

(a)               the filling of vacancies in the Board of Directors;

(b)               the adoption, amendment or repeal of the Bylaws;

(c)               the amendment or repeal of any resolution of the Board; or

(d)               action on matters committed by the Bylaws or a resolution of the Board to another Committee of the Board.

Section 5.3           Executive Committee

.  The Executive Committee, if any, shall consist of the officers of the Corporation.  The President shall serve as the chairperson of the Executive Committee.  The Executive Committee may act for the Board between meetings.  The Executive Committee shall meet at such times as the President may call, or on petition of three (3) Executive Committee members.  At least twenty-four (24) hours’ oral or written notice shall be given for such meetings.  A quorum for conducting business at a meeting of the Executive Committee shall be no fewer than three (3) voting members.  The President shall present a full report of all Executive Committee decisions to the Board at the next regularly scheduled meeting of the Board.

Section 5.4           Governance Committee

.  The Governance Committee, if any, shall consist of at least three (3) Directors appointed by the Board of Directors.  At least twenty-four (24) hours’ oral or written notice shall be given for meetings of the Governance Committee.  A quorum for conducting business at a meeting of the Governance Committee shall be no fewer than three (3) voting members.  The duties of the Governance Committee include, but are not limited to, conducting an annual evaluation of the performance of the Board and committees, educating the Board of Directors on their duties, addressing conflict issues and ethics policies, and performing such other duties as required by the Board from time to time.

Section 5.5           Audit Committee

.  The Audit Committee, if any, shall consist of three (3) or more Directors appointed by the Board of Directors, none of whom shall be employed or contracted, or related to persons employed or contracted, by the Corporation.  At least twenty-four (24) hours’ oral or written notice shall be given for meetings of the Audit Committee.  A quorum for conducting business at a meeting of the Audit Committee shall be no fewer than three (3) voting members.  The Audit Committee shall oversee the integrity of the Corporation’s financial statements and the Corporation’s compliance with legal and regulatory requirements and ethical standards.  It shall oversee the effectiveness of the Corporation’s internal controls.  It shall also appoint and determine the compensation of the Corporation’s auditors.

 

ARTICLE VI
Limitation of Personal Liability of Directors

Section 6.1           Limitation of Directors’ Personal Liability

.  A Director of the Corporation shall not be personally liable for monetary damages for any action taken unless the Director has breached or failed to perform the duties of his office under Chapter 57, Subchapter B of the NPCL as in effect at the time of the alleged action by such Director and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.  Such limitation on liability does not apply to the responsibility or liability of a Director pursuant to any criminal statute or for payment of taxes pursuant to any Federal, state or local law.

Section 6.2           Preservation of Rights

.  Any repeal or modification of this Article by the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any Director or former Director may be entitled under this Article.  The rights conferred by this Article shall continue as to any person who has ceased to be a Director of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

 

ARTICLE VII
Indemnification

Section 7.1           Permissive Indemnification and Advancement of Expenses

.  The Corporation may, as determined by the Board of Directors from time to time, indemnify, in full or in part, to the fullest extent now or hereafter permitted by law, any person who was or is or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative other than an action by or in the right of the Corporation, by reason of the fact that such person is or was an authorized representative of the Corporation or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, both as to action in his official capacity and as to action in another capacity while holding such office or position, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in conjunction with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The Corporation may, as determined by the Board of Directors from time to time, pay expenses incurred by any such person by reason of such person’s participation in an action, suit or proceeding referred to in this Section 7.1 in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as provided in Section 7.2 hereof.

Section 7.2           Scope of Indemnification

.  Indemnification under this Article shall not be made by the Corporation in any case where a court determines that the alleged act or failure to act giving rise to the claim for indemnification is expressly prohibited by Chapter 57, Subchapter D of the NPCL or any successor statute as in effect at the time of such alleged action or failure to take action.

Section 7.3           Miscellaneous

.  Each Director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article.  The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of members, disinterested Directors, statute or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.  Any repeal or modification of this Article by the Board of Directors of the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any person may be entitled under this Article.

Section 7.4           Definition of Authorized Representative

.  For the purposes of this Article, the term, “authorized representative” shall mean a director, officer or employee of the Corporation or of any corporation controlled by the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any corporation controlled by the Corporation, or person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation.  The term “authorized representative” shall not include money managers or investment advisors (or any employees thereof) hired by the Corporation, and shall not include agents of the Corporation unless indemnification thereof is expressly approved by the Board of Directors.

Section 7.5           Procedure for Effecting Indemnification

.  Unless ordered by a court, any indemnification under this Article VII or the NPCL shall be made only following a determination that the indemnification is proper in the circumstances because the person seeking indemnification has met the applicable standard of conduct.  Such determination shall be made

(a)               by the Board of Directors by a majority vote of a quorum consisting of Directors who were not party to the action or proceeding; or

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

 

ARTICLE VIII

Restrictions Regarding the Operations of
the Corporation; Administration of Funds

Section 8.1           No Private or Political Beneficiaries

.  In keeping with the statement of purpose of the Corporation as set forth in its Articles of Incorporation, no part of the earnings or assets of the Corporation shall inure to the benefit of any private individual, and no substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not directly or indirectly participate or intervene in (including the publishing or distribution of statements) any political campaign activities on behalf of or in opposition to any candidate for public office.

Section 8.2           No Violation of Purposes

.  In no event and under no circumstances shall the Board of Directors make any distribution or expenditure, engage in any activity, hold any assets, or enter into any transaction whatsoever the effect of which under applicable federal laws then in force will cause the Corporation to lose its status as an Corporation to which contributions are deductible in computing the net income of the contributor for purposes of federal income taxation.

Section 8.3           Tax Records

.  The Corporation shall maintain at its principal office a copy of its application for 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 8.4           Annual Report

.  The 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 8.5           Books and Records

.  This Corporation will keep correct and complete books and records of account and will also 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 of the Corporation.

Section 8.6           Conflict of Interest Policy. 

The Board of Directors shall adopt, maintain, and enforce a written conflict of interest policy. Such policy shall describe the persons covered by the policy, define a conflict of interest, require disclosure of actual and potential conflicts of  interest (including through an annual written disclosure of interests by the persons covered by the policy), and describe procedures that must be followed when evaluating conflicts of interest and acting on matters involving a conflict of interest.

Section 8.7           Other Policies

.  The Board shall adopt and maintain policies relating to the protection of whistleblowers, document retention and destruction, gift acceptance, and spending.

 

ARTICLE IX
Amendments

Section 9.1           Authority

.  These Bylaws and the Articles of Incorporation of the Corporation may be altered, amended and/or repealed from time to time by the affirmative vote of a two-third (2/3) majority of all of the voting Directors in office.  A copy or summary of the proposed amendment must be provided to the Directors in the notice of the meeting.