ARTICLE I - PURPOSES
1.1 Purpose. The Greater Philadelphia Flag Football League ('GPFFL') seeks to promote the positive social and athletic enjoyment of American Flag Football. The GPFFL also seeks to foster and augment the self-respect of all Gay, Lesbian, Bi-Sexual, Transgender and Questioning ('LGBTQ') persons and to promote respect and understanding within the broader community.
ARTICLE II - MEMBERS
2.1 Requirements for Membership. Those persons who pay annual dues and support the purposes of the GPFFL shall be Members. Membership shall begin on the first day of the season for which dues were paid and last for one year, until the day prior to the start of the football season for which the dues were paid (i.e., spring or fall) the following calendar year. All members in good standing are eligible to vote.
2.2 Annual Meetings. At least one meeting of the league Membership shall be held each calendar year, typically after the end of each fall season. At least fourteen (14) days notice stating the time and place of the annual meeting shall be given to Members.
2.3 Special Meetings. Special meetings of the league Membership may be called by the GPFFL Board or at the written request of at least 10% of the Membership. At least fourteen (14) written notice stating the time, place and purpose of any special meeting shall be given to the Members.
2.4 Quorum. A majority of all Directors shall constitute a quorum. The acts of a majority of those Directors present at the meeting, in person or by proxy, shall be the acts of the Members.
2.5 Voting. For matters that are put out to Voting Members for a vote, each Voting Member shall be entitled to one vote, in person or by proxy in accord with Section 2.6.
2.6 Voting by Proxy. Any absent Voting Member eligible to vote at any meeting of the Members may be represented as present and may vote at such meeting by a proxy, authorized in writing by the Voting Member in accordance with Section 6.2. Such written authorization must specify the matter with respect to which the proxy is granted and the person entitled to vote, and must be filed with the Secretary. Written authorization must be filed with the Secretary at least forty-eight (48) hours prior to the vote. If the Secretary position is up for election, written authorization must be sent to the Assistant Commissioner.
2.7 Expulsion from Membership. The Directors may suspend privileges of or expel any Member for failure to pay dues prior to the start of the season* for which dues are owed or failure to act in accordance with the purpose of the GPFFL detailed in Section 1.1 upon a four-fifths (4/5) majority vote of all Directors at a duly convened special meeting that meets the requirements of either Section 2.3 or Section 3.12, provided that written notice of the intention to expel and reasons therefor have been provided in the notice of the meeting. No Member shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
* Season is defined as the official start of activities associated with the spring or fall football season, on a date designated and published by the Board prior to the pre-season draft, if one is held.
2.8 Honorary Titles. The Directors may create such additional Classes of "Membership," such as contributing members or honorary members, as they see fit, but such persons shall not have the rights of Members.
ARTICLE III - DIRECTORS
3.1 Powers. The business and affairs of the GPFFL shall be managed by the Board of Directors, except as otherwise required by law, these Bylaws or a resolution duly adopted by the Board.
3.2 Qualifications of Directors. Each Director shall be an individual of at least 18 years of age, who need not be a resident of Pennsylvania. Directors must be current Members of the GPFFL, must have been a GPFFL dues paying league member for at least one (1) year and at least two football seasons, and must maintain their Membership in good standing while serving on the Board.
3.3 Number, Positions, and Term of Directors. The Board of Directors shall consist of at least five (5) persons, including the Commissioner, Assistant Commissioner, Treasurer, Secretary, and Member-At-Large. Directors shall be chosen annually by ballot of the Members at the annual meeting of the Members. All Director positions shall serve for terms of two (2) years and until their successors are elected and qualified. The Directors may appoint such other officers or assistant officers, who need not be Directors of the Board, as they deem appropriate from time to time.
3.4 Duties. The duties of the Directors shall include the following:
- The Commissioner shall preside at all meetings of the Members and Directors; shall generally supervise the business of the GPFFL; shall execute documents on behalf of the GPFFL; shall ensure the league's overall financial well-being and the preservation of league assets; and shall maintain the league's Business Continuity Plan.
- The Assistant Commissioner shall be responsible for oversight of league play/operations, including the league's travel program; shall have such powers and perform such duties as the Board of Directors may prescribe or as the Commissioner may delegate; and shall assume the position of Commissioner, if required on an interim basis, as defined in Section 4.2.
- The Secretary shall assure that written minutes are prepared and maintained for all meetings of the Board and Membership; shall provide meeting minutes to be provided to the Board and, if requested, to the Membership; shall assure that appropriate notice is provided for all meetings of the Board and Membership; shall serve as the league's primary communications officer; and shall perform such other duties as may be prescribed by the Board of Directors or by the Commissioner.
- The Treasurer shall assure an accurate accounting of the receipts and disbursements of the GPFFL are regularly maintained; shall develop and maintain an annual operating budget; shall ensure financial reports are provided to the Board of Directors, minimally on a quarterly basis, and to the Membership, minimally on an annual basis; shall complete an annual inventory of the league's physical assets; and shall perform such other duties as may be prescribed by the Board of Directors or by the Commissioner. Candidates
for the Treasurer position must possess at least the minimum
qualifications to fulfill the duties described in Section 3.4(d), i.e.,
must have a finance/accounting/business degree (or related discipline)
and/or possess the equivalent relevant job experience.
- The Member-At-Large shall represent the interests of GPFFL and Membership as a voting member of the Board of Directors; shall perform ad hoc duties, as necessary to ensure the effective operation of the league; and shall have such powers and perform such duties as the Board of Directors may prescribe or as the Commissioner may delegate.
- The Board of Directors, in its sole discretion, can reassign/delegate in full or in part, certain duties to Board members where their skill sets/abilities best align with the responsibilities and requirements of the duties as described above.
- Each member of the Board of Directors maintains the authority to make independent 'on the spot' decisions that are not of a substantive nature on behalf of the full Board, as needed to ensure game play/league operations continue uninterrupted; such decisions will be vetted with the full Board as soon as practicable or at the next scheduled meeting of the Board of Directors.
3.5 Election. The Directors shall be elected by the Membership an annual meeting of the Members. One individual may not hold more than one Director position at any one time. A nominee for a Director position may not run for more than one position in any election. Nominees for Director positions shall be Members in good standing, and if elected, must maintain their Membership throughout their term. Nominees for Director positions may be self-nominated or nominated by another Member.
The period for nominations shall be no shorter than 15 days, to commence no more than 45 days before the election. Nominees shall provide position statements to the Secretary no less than five (5) days prior to the election, which shall be distributed to the Members no less than 48 hours prior to the election. If the Secretary position is up for election, all candidate submissions will be sent to the Assistant Commissioner.
The Board can, at its discretion, appoint a Director to fill any open position(s) for which no candidates have been nominated.
3.6 Consecutive Terms. The term of a Director shall be two (2) years. Directors may serve for no more than two (2) consecutive terms. After a year* as a non Board member, a Member is eligible for re-election to the Board. For purposes of determining eligibility to continue in office, a Director who has served less than half a term (i.e. less than 1 year) is not considered to have served a term in office.
*A "year" for the purpose of determining a term shall be defined as the time between the end of one regular Annual Elections Meeting and the beginning of the next regular Annual Elections Meeting.
3.7 Removal. Any Director may be removed from office, with or without the assignment of any cause, by a unanimous vote of the other Directors, or by a three-fourths (3/4) majority of quorum of Directors present, at a duly convened special meeting of the Board as set forth in Section 3.12 or special meeting of the Membership as set forth in Section 2.3, as the case may be. Written notice of the proposed removal must be prepared and delivered by the Judiciary Committee, along with the Committee's recommendation, to all Directors, not fewer than forty-five (45) days prior to the special meeting. Such notice must both include the purpose of the meeting (i.e., removal of a Director(s)) and list the Director(s) sought to be removed. No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
3.8 Quorum. A majority of all Directors shall constitute a quorum for the transaction of business at any meeting, and the acts of a majority of the Directors present at a duly convened meeting at which a quorum is present shall be the acts of the Board, unless a greater number is required by law or these Bylaws, including elections, the modification of by-laws, or the removal of Directors.
3.9 Vote. Every Director shall be entitled to one (1) vote.
3.10 Unanimous Consent of Directors in Lieu of Meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting if consent or consents in writing setting forth the action so taken shall be signed by all of the Directors in office and shall be filed with the Secretary.
3.11 Regular Meetings. Regular meetings of the Board shall be held as determined by the Board. The Secretary shall prepare and maintain substantive minutes for all regular meetings of the Board.
3.12 Special Meetings. Special meetings of the Board may be called by the Commissioner or by two fifths (2/5) of the Board at any time. At least five (5) days' notice stating the time, place and purpose of any special meeting shall normally be given to the Members of the Board. The Secretary shall prepare and maintain substantive minutes for all special meetings of the Board. If the Secretary is unavailable, any other Board member may record minutes.
ARTICLE IV - RESIGNATION AND VACANCIES
4.1 Resignations. Any Member or Director may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Board of Directors, unless some later time may be fixed in the resignation, in which case it would be effective at a later date no later than 30 days from receipt of the notice of resignation. The acceptance of the resignation by the Board shall not be required to make it effective.
4.2 Filling Vacancies. If the position of any Director* becomes vacant by an increase in the number of Officers, or by reason of death, resignation, removal, disqualification, or otherwise, the Directors may choose, at their discretion, a person or persons who shall hold office until a special election may be held. The special election will occur no more than 45 days from the date the vacancy occurred. Such election must be held at a special meeting of the Members as set forth in Section 2.3 or at a special meeting of the Board as set forth in Section 3.12 if no nominees come forward as set forth is Section 3.5.
*In the event of an unplanned vacancy in the Commission position, the Assistant Commissioner will be appointed by the Board to serve as 'Interim Commissioner' for the remainder of the calendar year and the Board will appoint an Assistant Commissioner as described above. Before the end of said calendar year, the Commissioner position will be filled via the league's normal election process and the Assistant Commissioner will return to their elected position for the duration of their natural term. No sitting Board member will be eligible to seek election to another board position until the conclusion of their natural elected term.
ARTICLE V - COMMITTEES
5.1 Establishment. The Board may establish one or more committees at any duly convened meeting of the Board. The minutes of such meeting must include purpose of the committee(s) being created and who will serve on such committee(s). Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise only the powers designated to the committee by the Board, except that no committee shall have any power or authority as to the following:
- The filling of vacancies on the Board; the adoption, amendment or repeal of the Bylaws; the amendment or repeal of any resolution of the Board;
- If any person who is not a Director is appointed to any committee of the Board, such non-Director shall have no right to vote on any matter that binds the GPFFL or exercises any power or authority delegated by the Board.
5.2 Appointment to Committees. Unless otherwise determined by the Board or set out in these Bylaws, the Commissioner shall appoint Members of all committees with the approval of a majority of the Board and the Commissioner may vote for such appointments.
5.3 Creation and Composition of Advisory Boards. The GPFFL may, in its discretion, establish Advisory Boards that may include persons who are not Directors. Such Advisory Boards shall have no power to bind the GPFFL and shall only have such other responsibilities and duties as delegated to them by the Board.
ARTICLE VI - MEETINGS AND NOTICE
6.1 Place of Meetings. Meetings may be held at such place within or outside Pennsylvania as the Board may from time to time determine.
6.2 Notice, Generally. Whenever written notice is required to be given to any person, it may be given to such person in any of the following ways:
- Via the U.S. Post Office, first class or any nationally recognized private courier, in all cases pre-paid by sender;
- By facsimile transmission;
- By electronic mail to such person's address appearing on the books of the GPFFL or in the case of Directors, supplied by that person to the GPFFL for the purpose of notice; or
- Via any social media outlet to which the person is a member.
6.3 Notice, Member Meetings. A written notice required by the Bylaws that is sent to Members via electronic mail shall only be effective if less than 10% of all emails sent to Members for such meeting do not generate errors indicating that Members did not receive the notice. In addition to the notice requirements of Section 6.2, notice of any annual, special, or other meeting of the Members must also be posted to the GPFFL's public website for at least the full notice period required by the Bylaws.
6.4 Notice, Board Meetings. A written notice required by the Bylaws that is sent to Directors via electronic mail shall only be effective to such Director if it does not generate an error indicating such Director did not receive the notice.
6.5 Timing and Content of Notice. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto two (2) U.S. business days after deposited in the United States mail or deposited with a courier service for delivery to such person. In the case of facsimile or electronic mail, it shall be deemed to have been given when dispatched. Such notice shall specify the place, day and hour of the meeting and any other information which may be required by the Act or these Bylaws, including, in the case of a meeting of Members, the general nature of the business to be transacted.
6.6 Waiver of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
6.7 Electronic Mail. Any action which may be done, or is required to be done, in writing under these Bylaws or the Act, including agreement to a unanimous written consent, shall be valid if sent and received by electronic mail.
ARTICLE VII - LIABILITY AND INDEMNIFICATION
7.1 General Rule. A Director shall not be personally liable for monetary damages as Director for any action taken or any failure to take any action, unless:
- The Director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in Section 5712 of the Act and any amendments and successor acts thereto; and
- The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness
Provided, however, the foregoing provision shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute or (b) the liability of a Director for the payment of taxes pursuant to local, state or federal law.
7.2 Indemnification. GPFFL shall indemnify any officer or Director who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, GPFFL) (a "Proceeding") by reason of the fact that such person is or was a representative of the GPFFL, or is or was serving at the request of the GPFFL as a representative of another domestic or foreign Corporation for-profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines, damages, special damages, and any other amounts paid (including, but not limited to, in settlement) actually and reasonably incurred in connection with such 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 interests of GPFFL, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the GPFFL, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to GPFFL unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of GPFFL is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
7.3 Procedure. Unless ordered by a court, any indemnification under Section 7.2 or otherwise permitted by law shall be made by GPFFL only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the officer or Director has met the applicable standard of conduct set forth under that section. Such determination shall be made:
- By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding;
- 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; or
- By the Members who were not parties to the action or proceeding.
7.4 Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to 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.
7.5 Other Rights. This Article shall not be exclusive of any other right which the GPFFL may have to indemnify any person as a matter of law.
ARTICLE VIII - AMENDMENTS
8.1 Articles of Incorporation. The Articles of Incorporation of the GPFFL may be amended by the Members at any duly convened meeting of Members after not less than 10 days' notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby, provided that no amendment shall be effective without the approval of the Initial Incorporator.
8.2 Bylaws. The Bylaws may be amended by the Members at any duly convened meeting of Members or, to the extent not prohibited by law, by vote of the majority of all Directors in office at a duly convened meeting of Directors, after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.
ARTICLE IX - MISCELLANEOUS
9.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.
9.2 Conflicts of Interest. The Board has adopted a policy on dealing with conflicts of interest. See attached Addendum A.
9.3 Headings. In interpreting these Bylaws, the headings of articles shall not be controlling.
9.4 Bond. Unless expressly required by the Board, no person shall be required to give bond for the faithful discharge of his or her duty.