1.                  The registered office of the Corporation shall be at Oley, Pennsylvania.

2.                  The Corporation may also have offices as such other places as the Board of Directors may appoint or the activities of the corporation may require.

BY LAWS -- ARTICLE II Seal

The Corporate Seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.”

BY LAWS -- ARTICLE III Purpose

The purpose of the Oley Valley Youth League is to promote, develop and supervise the participation by persons who reside within the Oley Valley School District in programs of youth activities, particularly organized sports.  The Youth League strives to assist members and participants in developing mentally, socially and physically and thereby developing qualities of good citizenship and sportsmanship.  Encompassed in these qualities is self-confidence and the willingness to learn the value of self-esteem, self-confidence, team plan and physical fitness.  The importance of winning shall be de-emphasized in favor of the joy of participation until the upper levels of the various sports.

1.                  During games played among Oley Valley Youth League teams, all children must play at least ½ of every game attended by them, except as superseded at the coaches’ discretion by safety or disciplinary concerns.  This rule does NOT apply to games or leagues devoted to competitive play among teams outside the Oley Valley Youth League.

BY LAWS -- ARTICLE IV Meetings

1.                  Meetings of the members shall be held at the Oley Valley Youth League Complex, or at such other places as may from time to time be selected.

2.                  Meetings of the Corporation shall be held as follows:  One General meeting per month as designated by the Board of Directors.

3.                  Special meetings of the members may be called at any time by the President, or the Board of Directors, or by any thirteen members of the Corporation.  At any time, upon written request of any person entitled to call a special meeting, it shall be the duty of the Secretary to call a special meeting of the members to be held at such time as the Secretary may fix, not less then five nor more then ten days after the receipt of the request.  If the Secretary shall neglect or refuse to issue such call, the person or persons making the request may call the meeting.  Business transacted at all special meetings shall be confined to the subjects stated in the call and matters germane thereto.

4.                  Written notice of every special meeting of the members, stating the time, place and agenda thereof, shall be given by or at the direction of the person authorized to call the meeting, to each member of record entitled to vote at the meeting, unless a greater period of notice is required by statute in a particular case.

5.                  A Members’ meeting duly called may not transact business unless a quorum is present.  The presence in person of seven of the members entitled to vote shall constitute a quorum at all meetings of the members for the transaction of business except as may be otherwise provided by law or by the Articles of Incorporation.  The members present at a duly organized meeting can continue to do business until adjournment; however, a meeting cannot continue if a quorum (seven members) is not present.  If a meeting cannot conduct business because a quorum has not attended, those present may, except as otherwise provided by statue, adjourn the meeting to such time and place as they may determine.  In the case of any meeting called for the election of directors, those who attend the second of such adjourned meeting, although less than a quorum shall nevertheless constitute a quorum for the purpose of electing directors.

6.                  Meetings shall be run according to Robert’s Rules of Order.

BY LAWS -- ARTICLE V Members

1.                  A member shall be a person of at least 18 years of age who is a resident of the Oley Valley School District, or an active coach, volunteer or employee of the Oley Valley Youth League.

2.                 Voting members will only be members of the Board of Directors of the corporation who has attended two prior general meetings within the past six months.

3.                  Junior Membership – Any person less than 18 years of age who has completed one season’s participation as a registered paying player in at least one sport in the Oley Valley Youth League programs and is no longer eligible to participate in any program shall be eligible for junior membership.  Junior members shall be non-voting members.  They shall, however, be authorized to act as coaching assistants for any league activity and may assist in the officiating at intra-league events under the jurisdiction of the commissioner of that sport.

4.                  No member may transfer his membership or any right arising there from.

BY LAWS -- ARTICLE VI Directors

1.                  The business of this Corporation shall be managed by its Board of Directors, up to fifteen (15) in number, who shall be persons of at least 18 years of age, who are residents of the Oley Valley School District and who shall be members of this corporation.  The Board of Directors will consist of the Executive Officers, which are President, Vice President of Operations, Vice President of Administration, Treasurer, Secretary, Concession Stand Coordinator, and Commissioners.  Directors shall be elected at the November meeting of the voting members of the Corporation and each director shall be elected for the term of two years and until a successor shall be elected and qualify.

2.                  The terms of the Directors of the Corporation will be for two years and will be eligible to serve with no limits as to the number of terms of office.

3.                  In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by these By-Laws directed or required to be exercised or done by the members.

4.                  The meetings of the Board of Directors may be held at such times and at such places as a majority of the Directors may appoint, or as may be designated in the notice calling the meeting.

5.                  Notice of every meeting of the Board of Directors shall be given to each Director at least five days prior to the day named for the meeting.

6.                  A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present, shall be the acts of the Board of Directors. 

7.                  Should a Commissioner’s position become vacant and a replacement person not recruited and confirmed by majority vote of the voting members, that sport’s activities shall cease forty-five days after the position became vacant.

8.                  Should an Officer’s position become vacant and a replacement person not recruited and confirmed by majority vote of the members, all sports activities of the Oley Valley Youth League shall cease sixty days after the position became vacant.

BY LAWS -- ARTICLE VII Officers

1.                  The Executive Officers of the Corporation shall be chosen by the majority vote of the voting members and shall consist of a President, Vice President of Operations, Vice President of Administration, Treasurer, Secretary, Concession Stand Coordinator, and the Commissioners of all of the sports activities.  All elected Officers will be Directors and shall be persons of at least 18 years of age.  No two offices may be held by the same person.  The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise.

2.                  The President shall be the Chief Executive Officer of the Corporation, shall preside at all general meetings of the members and the meetings of the Board of Directors, shall have general and active management of the affairs of the Corporation, shall see that all orders and resolutions of the Board are carried into effect, subject to the right of the Directors to delegate any specific powers, except as may be by statute exclusively conferred on the President or to any other Officer or Officers of the Corporation.  He/She shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Corporation, shall be ex-officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of the President.

3.                  The Vice President with seniority (in the case of a tie, the VP of Administration) shall act in all cases for and as the President in the President’s absence or incapacity, and shall perform such other duties as he/she may be required to do.

4.                  The Vice President of Administration shall be responsible to establish, administer and oversee all fundraising activities.  He/she is also responsible for all issues relating to insurance and public relations.

5.                  The Vice President of Operations shall be responsible for the maintenance of the building and grounds. He/she will be responsible for maintaining a staff of employees for the upkeep of the grounds. The Vice President of Operations shall also be responsible for the development of the physical plant.  Projects must satisfy the following criteria:

·        Be consistent with the Youth League purpose, and not interfere with the operation of existing programs.

·        Be funded by resources identified for that specific project

·        Receive the endorsement of the Board of Directors

·        Be approved by majority vote at a general meeting of the members if estimated to cost over $1,000.00 and less than $2,000.00.  If the project is estimated to cost over $2,000.00, it must be proposed at one General Meeting and approved by membership vote at a subsequent General Meeting.

6.                  The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the money of the Corporation in a separate account to the credit of the Corporation.  He/She shall disburse the funds of the Corporation as may be ordered by the general membership or the Board, taking proper vouchers for such disbursements.  He/She shall render to the President, Directors, and members at the general meetings of the Board of Members, or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.

The Treasurer shall also supervise and approve all purchases over $100.00.  The Commissioners will have $100.00 petty cash.  Purchase Orders must be signed by the Treasurer before issuance.  The purchase orders will be three-part, with one each for: Commissioner, Treasurer, and Vendor.  A letter will be sent to all vendors in January of each year, informing them of the current people capable of initiating purchases on behalf of the Corporation, along with a description of the Corporation’s purchasing policies and a copy of the sales-exception form.

7.                  The Secretary shall attend all sessions of the Board of Directors and all general meetings of the members and act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required He/She shall give, or cause to be given, if required notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he/she shall be.  He/She shall keep in safe custody the Corporate Seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it.  Also, the secretary shall handle any and all duties involved with billboards, contracts, and team sponsorship contracts.

8.                  Concession Stand Coordinator shall oversee the operations of the concession stand.  He/she will be responsible for maintaining a staff of employees in the concession stand and be responsible for the scheduling/coordinating of all volunteers for team nights and special events including tournaments.

9.                  Commissioners shall coordinate their program, recruit coaches, assistant coaches, fundraising help, provide officials, purchase equipment, establish schedules, review rules, select assistants, assign duties, and prepare operations budgets for their sport.  The Commissioners shall report on their sports’ activities and meetings at the next general meeting, for the general knowledge of the membership but not for approval, unless an issue or action directly affects of the other programs of the Corporation.

BY LAWS -- ARTICLE VIII Vacancies and Elections

1.                  If the office of any director or officer, one or more, becomes vacant for any reason, a replacement to serve for the remainder of the unexpired term may be elected by a majority vote of the voting members.  The President may appoint acting officers/directors to fill vacant positions until a confirmation vote can be obtained.  This vote will be taken at the next General Meeting of the Corporation.

2.                  Board of Directors positions vacant due to normal end of a served term shall be filled by election at the November general meeting of the voting members of the Youth League.

3.                  Candidates for these positions shall be identified and recruited by a nominating committee consisting of at least three members of the Board or four members of the Youth League.  The nominating committee should have a full slate for the November election, but if positions have no candidates, the election for the other positions will occur regardless.  The nominating committee shall be responsible to continue the effort to fill the remaining open positions continuously.

4.               Voting members of the Corporation shall be entitled to vote in elections for each officer or director providing they have attended two prior general meeting within the past six months.  The candidate receiving the largest number of votes will be elected.  No member shall sell votes for money or anything of value.  Upon request of a member, the books or records of membership shall be produced at any general or special meeting of the Corporation.  If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be members may vote.  The right of a member to vote and his right title and interest in or to the corporation or its property shall cease on the termination of his membership.

BY LAWS -- ARTICLE IX Books and Records

1.                  The Corporation’s Secretary shall keep available records of the minutes of the meetings of the members and of the Directors, a membership register giving the names of the members in alphabetical order and appropriate and complete records of its finances.

2.                  Every member shall have the right to examine in person, or by agent or attorney, at any reasonable time or times, for any reasonable purpose, the books of account, the membership register and the records of the proceedings of the members and directors.

3.                  The Corporation shall have all its financial books and records audited by an independent auditor annually.

BY LAWS -- ARTICLE X Budgets

A proposed Budget shall be presented by each Commissioner to the Board of Directors and held with the treasurer one month before the first day of practice or play for that sport.

BY LAWS -- ARTICLE XI Transaction of Business

1.                  The Corporation shall not borrow money, or purchase, sell, lease away, or otherwise dispose of any real estate, unless and until a resolution authorizing same shall have been approved by a majority of the voting members of the Corporation present at a regular or special meeting, duly convened upon proper notice of this purpose.  Such a resolution authorizing the borrowing of money must specify the particular sums, rates of interest or times of maturity of the loans.  All proceeds derived from any loan, sale, lease, ground rent or mortgage, shall be faithfully and specifically used for or applied to the lawful activities of the Corporation, and in case cash proceeds are derived from any real estate subject to a trust, the trust shall be impinged upon such proceeds.

2.                  The Corporation shall have the right and power to receive and collect money to the extent necessary for the accomplishment of the purpose or purposes for which it is organized, and in so doing, may make an incidental profit.  All money so received or collected shall be applied to the maintenance and operation or the furtherance of the lawful activities of the Corporation, and in no case shall such money be divided or distributed in any manner whatsoever among the members of the Corporation.

3.                  All checks or demands for money and notes of the Corporation shall be signed by such offers as the Board of Directors may designate.  The Board of Directors shall authorize three (3) officers to sign checks.  At least two (2) of the three (3) authorized officers shall be required to sign all checks.

4.                  In the event of lack of interest or dissolution of the Corporation, a.k.a. Oley Valley Youth League, Inc., the general fund will be placed in a trust and a grounds maintenance person will be employed to maintain the grounds in a reasonable or like condition.  The salary of such grounds person shall be determined by the Board and shall be paid from the trust account.  This arrangement shall be in effect for a period of not more than ten years or until such trust fund is depleted.  After such time, the land and complex shall be transferred to the Oley Valley School District or Oley Township subject to the right of reconveyance set forth below for the sole purpose of recreation, in perpetuity, and to keep the property in reasonable or like condition in perpetuity, to be utilized by anyone living within the boundaries of the Oley Valley School District, and not to be sold for commercial use or monetary gain.  If in the event the Corporation becomes revitalized in a successful manner, this land and complex shall then become available and transferred back to the Corporation, for that purpose for which it was originally formed, at no cost to the Corporation.

Should the Oley School District and the Oley Township not agree to the above conditions, the entirety of the Corporation’s assets shall be sold with the proceeds donated to the Oley School District to establish a restricted endowment for the purpose of providing using the earnings of the gift, two equal college scholarships based on athletic and community service achievements, one each for the top male and female candidates from each graduating class of the Oley High School as chosen by the Oley School Board.  The total amount of the scholarships shall be calculated as the net earnings of the restricted endowment for the twelve months prior to the award of the scholarship reduced by the amount necessary to re-invest to keep the endowment growing at a rate equal to the national index of increase in the cost of living.  The intent here is that the earnings of the endowment must be used to increase the total value of the endowment proportionate with the increase in the cost of living, to insure that the endowment remain in perpetuity to benefit the above identified student/athletes.

BY LAWS -- ARTICLE XII Annual Statement

1.                  The President shall present, at each December meeting, a full and complete statement of the activities and affairs of the Corporation for the preceding calendar year.  The Board of Directors shall keep accurate accounts of all trust funds, separate and apart from the other funds of the Corporation, and shall unless the terms of the particular trust instrument provide otherwise, make an Annual Report, signed by the Treasurer, to the members of the Corporation concerning the trust funds held and the use made of such funds and of the income thereof.

BY LAWS -- ARTICLE XIII Notices

Whenever written notice is required to be given to any person, it may be given to such person either by sending a copy thereof through the mail, charges prepaid, to his/her address appearing on the books of the Corporation or supplied by him/her to the Corporation for the purpose of notice.  If the notice is sent by mail, it shall be deemed to have been give to the person entitled thereto when deposited in the United States mail for transmission to such person.  Such notice shall specify the place, day, and hour of the meeting, and in the case of a special meeting, the general nature of the business to be transacted.

BY LAWS -- ARTICLE XIV Amendments

These By-Laws may be altered, amended, or replaced by a majority vote of the members of the Corporation who are present and entitled to vote at any general meeting duly convened.  Final voting of such amendments shall be determined at the next general meeting.

By-Laws Amended by Majority Approval