The purpose of this corporation is to promote the sport and culture of dragon boating. Following the guidelines as set forth by the United States Dragon Boat Federation, this corporation will conduct dragon boat competitions as recreational and competitive sporting events in the eastern region of the United States of America. Competitions will be held by this corporation as charitable and educational events under Section 501(c)(3) of the Internal Revenue Code of the United States or its successor. To the extent permitted by these Bylaws, this corporation shall:
Conduct or aid in conducting: national and international amateur competitions in dragon boating;
Support the development of amateur athletes for national and international amateur dragon boat competition; and
Support the United States Dragon Boat Federation in carrying out these purposes on a nationwide basis.
Article II - Offices
The principal office of the corporation in the Commonwealth of Pennsylvania shall be located at such place as the Board of Directors of the corporation shall designate. The corporation may have such other offices as the Board of Directors may designate, or as the business of the corporation may require from time to time.
The registered office of the corporation may be, but need not be, identical with the principal office in the Commonwealth of Pennsylvania and the address of the registered office may be changed from time to time by the Board of Directors.
Article III - Board of Directors
Section 1.Board of Directors. The Directors shall consist of the officers of the corporation and an appointee elected from each voting member (as defined in Article VII below) to serve as a Director. If the appointee of any voting member is unable to attend a board meeting, such voting member may designate an alternate appointee to attend the board meeting.
Section 2.Tenure and Qualifications. The tenure of each of the Directors appointed by the voting members shall be one (1) year or until such Director's successor has been elected or appointed. . The tenure of the officers of the corporation shall be consistent with their term of office. The qualifications of the Directors shall be that each be a resident of the United States of America and have actively participated in ERDBA functions.
Section 3.Vacancies on the Board of Directors. The Directors shall fill any vacancies on the Board of Directors by a majority vote of the remaining Directors. Any Director so elected shall serve the shorter of the remaining unexpired term of his or her predecessor or until the next annual meeting. Three consecutive unattended and unexplained absences from board meetings shall constitute a vacancy.
Section 4. Responsibilities. The Board of Directors shall have full charge of the property and business of the corporation. It shall plan and direct the work necessary to carry out the objectives and goals of the corporation. It shall create such special committees as it deems necessary and shall perform such other duties as are specified in these Bylaws.
Section 5.Meetings. There shall be a minimum of two (2) meetings of the Board of Directors annually.
Section 6.Quorum. A majority of the number of Directors as fixed by these Bylaws shall constitute a quorum for the purpose of all meetings of the Board of Directors, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7. Executive Committee. The Executive Committee shall consist of the four (4) elected officers of the corporation: President, Vice President, Secretary and Treasurer. The Board of Directors may appoint other Directors to the Executive Committee by resolution. The Board of Directors may delegate to the Executive Committee authority to exercise all of the powers of the Board of Directors, except power to amend the Articles of Incorporation or Bylaws. The President shall serve as Chairperson of the Executive Committee. All such business transacted by the Executive Committee shall be submitted to and subject to review of the Board of Directors at the next regular Board of Directors' meeting.
Section 8. Other Committees. A majority of the full Board of Directors may by resolution establish committees and appoint members to committees. A minimum of one (1) Director will sit on each such committee and report on committee activity to the Board of Directors. The Board of Directors may delegate authority to committees for the transaction of corporate business. The Board at any time may dissolve any committee(s) it has created.
Section 9. Place and Notice of Directors' Meetings. Notice of any meeting of the Board of Directors shall be given at least seven (7) days previously thereto by written notice delivered personally or mailed to each Director at his or her business address, by electronic mail or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by electronic mail, such notice shall be deemed to be delivered when sent. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Except as otherwise provided under the provisions of law or these Bylaws, notice may also be delivered personally, or by telephone, facsimiles, or private overnight mail service. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver for notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Special meetings may be called by the President or by a majority of the Board of Directors as then constituted.
The Board may participate in a meeting by means of a telephone conference call or by similar communications equipment, provided that all directors participating in the meeting can hear one another at the same time. Participation by such means shall constitute presence at such meeting.
Section 10. Removal of a Director. One or more of the Directors may be removed, with or without cause, at a meeting of members by the affirmative vote of a majority of the members except that no Director shall be removed at a meeting of member unless the notice of such meeting shall state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice, and then only the named Director(s) may be removed at such meeting.
Article IV - Officers
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer.
Section 1. President. The President shall be the principal executive officer of the corporation, and subject to the control of the Board of Directors. He or she shall, in general, supervise and control all of the business and affairs of the corportation. He or she shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Bylaws or by the Board of Directors from time to time.
Section 2. Vice President. In the absence of the President, or in the event of his or her death, inability or refusal to act, the Vice Presdient shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President; and in addition thereto, shall perform such other duties as may be assigned to him or her by the President or by the Board of Directors as prescribed by the Bylaws.
Section 3. Secretary. The Secretary shall a) Keep the minutes of the Board of Directors' meetings; b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; c) Be custodian of the corporate records; d) In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 4. Treasurer. The Treasurer shall;
Have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws;
In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 5. Board of Directors. In addition to the other duties and requirements of the officers, they shall each serve as a member of the Board of Directors.
Article V - Non-Liability and Indemnification
Section 1. Non-Liability. The Directors, officers, members, employees or other volunteers of the corporation shall not be liable for the corporation's debts or obligations, and a Director, officer, member, employee, or other volunteer is not personally liable in that capacity for a claim based on an act or omission of the person performed in the discharge of the person's duties, except for a breach of the duty of loyalty to the corporation, or for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law or for a transaction from which the person derives an improper personal benefit. If this limitation is too broad, then the above provision shall be enforced to the fullest extent as provided by law. If the law is hereafter changed to permit further elimination or limitation of the liability of Directors, officers, members, employees, or other volunteers for monetary damages to the corporation, then the liability of such Director, officer, member, employee, or other volunteer of the corporation shall be eliminated or limited to the full extent then permitted. The Directors, officers, members, employees, or other volunteers of the corporation have agreed to serve in their respective capacities in reliance upon the provisions of this Article.
Section 2. Indemnification. The corporation shall indemnify any and all persons who may serve or who have served at any time as Directors, officers, employees, members or volunteers of this corporation or who with the knowledge of the Board of Directors of the corporation may serve or at any time have served as Directors, officers, employees, members or volunteers of another corporation in which the corporation at such time was or may be a creditor, debtor or with which such other corporations this corporation holds contract rights, against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding in which they, or any of them, are made parties, or a party, or which may be asserted against them or any of them, by reason of being or having been directors or a director, officers or an officer, employees or an employee, members or a member, volunteers or a volunteer of the corporation, or of such other corporation, except in relation to matters as to which any such director, officer, employee, member or volunteer or former Director, officer, employee, member or volunteer or person shall be adjudged in any action, suit, or proceeding to be liable for breach of director's duty of loyalty to the corporation or its members for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law for a transaction from which said person draws an improper personal benefit. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement or otherwise.
Article VI - Annual Meeting and Election of Officers
Section 1. Annual Meeting and Special Meetings. The annual meeting of the members of this corporation shall be held during the first quarter of the year, at a time and place as a majority of the Directors may agree upon, for the purpose of electing officers and for the transaction of all other business as may come before the meeting. Special meetings of the members may be called by the President or by the Board of Directors. Special meetings may also be called by members having one-tenth of the votes entitled to be cast at such meeting.
Section 2. Notice of Meetings. Written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) days nor more than sixty (60) days before the date of the meeting, either personally, by mail, or by electronic mail, by or at the discretion of the President, the Secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. If notice is given by electronic mail, such notice shall be deemed to be delivered when sent. Except as otherwise provided under the provisions of law or these Bylaws, notice may also be delivered personally, or by telephone, facsimiles, or private overnight mail service.
Section 3. Election of Officers. The number of officers to be elected shall be those as fixed by the Bylaws in effect on the date of the annual meeting immediately preceding such election. Until changed by amendment to these Bylaws, the number of officers shall be four (4). These four (4) shall be the President, Vice President, Treasurer, and Secretary.
Section 4. Proxies. At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Section 5. Tenure and Qualifications. The officers shall be elected to two (2) year terms on a rotating basis. The President and Secretary shall hold an interim one-year term, until elections are held at the next annual meeting. The qualifications for officers shall be that each be a resident of the United States of America and have actively participated in ERDBA functions.
Article VII - Members
Section 1. Voting Members. This corporation shall have two (2) classes of voting members: (1) Race Organizers, and (2) Team members.
A Race Organizer is defined as an individual, or an entity, who is desirous of promoting or is interested in dragon boat racing by providing race venues, including regional championship races, consistent with USDBF standards. The membership fee for a Race Organizer shall be determined by the Board of Directors.
A Team member is defined as a single organization, crew, team, or club organized for purposes of promoting dragon boating as recreation and/or as a sport. Such a Team member shall have an organizational structure, including members and/or a Board of Directors. This membership is to include paddling clubs, crews and teams.
This membership may participate in U.S. National Championship races only after the team has been a member of ERDBA for the two (2) consecutive years immediately preceding the year in which the U.S. National Championship races are conducted. This requirement shall not apply to new members (i.e. newly formed organizations, as opposed to reorganizations, name changes and other types of "alter egos.") In the event of a controversy or dispute over whether a member is a newly formed organization, the determination of the Board of Directors shall be final and binding.
The membership fee for a Team member shall be determined by the Board of Directors. Each member (i.e., each Race Organizer and each Team member) shall have one vote on each matter submitted to a vote of the members, including but not limited to the election of officers, the recall of officers and any special elections and resolutions deemed appropriate by the Board of Directors.
Section 2. Non-Voting Members. This corporation shall have three (3) classes of non voting members: (1) Commercial, manufacturers, and suppliers, (2) Affiliate members (non voting), and (3) Individual members. The membership fees for non-voting members shall be determined by the Board of Directors. This membership is to include paddling clubs, crews and teams. This membership cannot represent the ERDBA in USDBF or IDBF sanctioned events.
A Commercial, manufacturer and supplier member is defined as a commercial venture, manufacturer, or supplier of goods and/or services who wish to support dragon boating as a recreation or as a sport.
An Affiliate member is defined as a single organization, crew, team, or club organized for purposes of promoting dragon boating as recreation and/or as a sport. Such an Affiliate member shall have an organizational structure, including members and/or a Board of Directors. This membership is to include paddling clubs, crews and teams. This membership may not participate in U.S. National Championship races.
An Individual member is an individual who is not affiliated with an ERDBA race organizer or affiliate association member who wishes to support the ERDBA organization. Section 3. Dues. Membership dues shall be due and payable on January 1 of each membership year. Dues received after January 31st shall be subject to a 10%, late fee penalty; and, as an additional penalty, any member which pays dues after January 31st of the membership year shall not be deemed to be a member for such year for purposes of eligibility to participate in the U.S. National Championship races, as set forth in Article VII Section 1 of these Bylaws.
Article VIII - Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation, in such banks, trust companies, and other depositories as the Board of Directors may select, provided, however, any such bank, trust company or other depository account shall be insured by an agency of the federal government.
Article IX - Records and Annual Reports
The Board of Directors shall ensure that the following records are maintained: (a) Complete and accurate books of accounts of all funds received and spent; (b) Minutes of the meetings of the Board of Directors; (c) The Board of Directors shall ensure that an annual report is filed with the Secretary of State as required by law, and available for review by members and the general public. (d) A record of the names and addresses of its members entitled to vote, which record shall be kept at this corporation's registered office.
Article X - Compensation of Directors or Officers
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to the Directors, officers, volunteers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.
Article XI - Negotiable Instruments
Checks, promissory notes and other instruments for the payment of money shall be signed by the President or Treasurer or such other person or persons as may from time to time be designated by the Board of Directors.
Article XII - Amendments to Bylaws
These Bylaws may be amended or repealed by a two-thirds (2/3) majority vote of those members of the Board of Directors present at any regular meeting, provided that such notice of the proposal to amend or repeal these Bylaws or to adopt new Bylaws was included in the notice of the Board meeting at which such action takes place.
In the event of voluntary dissolution of the corporation as authorized by the laws of Pennsylvania,any assets remaining after the payment of corporate debts and obligations shall be distributed only to legal entities which qualify for exemption from income taxation under the Internal Revenue Code. Such distribution shall be made pursuant to a resolution of the Board of Directors of this corporation and may be made to one or more legal entitites of the type authorized herein and in the Articles of Incorporation.