Amendments to bylaws coming soon: The Board of Directors is currently modifying the SPDOA bylaws. They will be posted on the website. Please contact the Secretary at secretary.SPDOA@gmail.com for questions.
Name and Purpose
Section 1.01. Name. The name of the Corporation is Seger Park Dog Owners Association (hereinafter the “Corporation”), incorporated under the Pennsylvania Nonprofit corporation Law of 1988 on July 18, 2001.
Section 1.02. Offices. The principal business office of the Corporation shall be at 1003 Lombard Street, Philadelphia, PA 19147. The Corporation may also have offices at such other places within or without the Commonwealth of Pennsylvania as the business of the Corporation may require,
Section 1.03. Purpose. The Corporation is formed exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Specifically, the purposes of the Corporation, subject to the restrictions and limitations hereinafter set forth, are:
(a) to create, operate and maintain a legal off-leash enclosed dog park;
(b) to provide services to benefit persons living in the neighborhood of the Seger park;
(c) to promote the beautification of the Seger park; and
(d) to do all things necessary and proper to further the Corporation’s purposes.
The Corporation may receive and maintain real or personal property or both as hereinafter as set. The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise, to its members, nor are there any shares of stock. The Corporation shall be maintained by gifts, grants and voluntary contributions from members, local organizations and friends.
Section 2.01. Membership. The membership is open to all persons.
Section 2.02. Voting and Non-Voting Members. Voting Members are those persons who have paid an annual membership fee to be set by the Board of Directors of the Corporation and have been duly recognized by the Directors. All other members shall be non-voting members.
Section 2.03. Rights of Members. Members of the Corporation shall have the rights accorded to members of a nonprofit corporation under the Pennsylvania Nonprofit Corporation Law with the exception of those rights enumerated below which are reserved for Voting Members. Voting Members are entitled to vote, hold office, and serve on the Board of Directors of the Corporation. Voting and Non-Voting Members may be members of committees of the Corporation.
Section 2.04. Annual Meeting of the Members. A regular meeting of the Members shall be held as such date, time and place as may be fixed by the Board of Directors. Such regular meeting shall be the annual organization meeting at which the Voting Members shall elect the Board of Directors and Officers for the ensuing year and may transact any other business.
Section 2.05. Notice. Notice of the annual, regular or any special meeting of the Members shall be given by written or electronic notice to each Member at least two (2) business days prior to the meeting. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.
Section 2.06. Action by Unanimous Written Consent Without Meeting. Any action required or permitted to be taken by the Voting Members under any provision of law may be taken without a meeting, if all Voting Members shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as the unanimous vote of the voting Members.
Section 2.07. Quorum. A majority of the Voting Members shall constitute a quorum for the transaction of business at any meeting of the Members; but if less than a majority of the voting Members are present at any meeting, a majority of the voting Members present may adjourn the meeting from time to time without further notice.
Section 3.01. General Powers. The affairs of the Corporation shall be managed by the Board of Directors whose members shall have a fiduciary obligation to the Corporation.
Section 3.02. Number, Election and Term of Office. The number of Directors which shall constitute the full Board of Directors shall consist of at least three (3) members and shall have no maximum number. The initial Board of Directors shall be selected by the Incorporator. Subsequently, the Board of Directors shall be elected by the Voting Members at the Annual Meeting of the Members. Any Director must also be a Voting Member of the Corporation. Each Director shall hold office from the time of election, but shall be responsible as a Director from such time only if he consents to the election; otherwise each director shall be responsible as a Director from the time he accepts office or attends his first meeting of the Board. Each Director shall serve for a one (1) year period.
Section 3.03. Annual Meeting of the Board. A regular meeting of the Board of Directors shall be held as such date, time and place as may be fixed by the Board of Directors. Such regular meeting shall be the annual organization meeting at which the Board shall organize itself and elect the Executive Officers of the Corporation for the ensuing year and may transact any other business.
Section 3.04. Regular Meetings; Notice. Regular meeting of the members of the Board of Directors shall be held each year as shall be designated by the Board of Directors from time to time. Notice of such regular meetings shall not be required, except as otherwise expressly required herein or by law, and except that whenever the time or place of regular meetings shall be initially fixed and then changed, notice of such action shall be given promptly by telephone or otherwise to each Director not participating in such action. Any business may be transacted at any regular meeting.
Section 3.05. Special Meetings. Special meetings of the Board of Directors may be called at any time by a majority of the Directors, to be held at such place, day and hour as shall be specified by the person or persons calling the meeting. Any business may be transacted at any special meeting regardless of whether the notice calling such meeting contains a reference thereto, except as otherwise required by law.
Section 3.06. Notice. Notice of the annual, regular or any special meeting of the Board of Directors shall be given by written or electronic notice to each Director at least two (2) business days prior to the meeting. The attendance of a Director at any meeting shall constitute a waiver of 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. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.
Section 3.07. Action by Unanimous Written Consent Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceeding of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the By-Laws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
Section 3.08. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting form time to time without further notice.
Section 3.09. Presumption of Assent. Minutes of each meeting of the Board shall be made available to each Director at or before the next succeeding meeting. Each Director shall be presumed to have assented to such minutes unless his objection thereto shall be made to the Secretary in writing at or within two days after such succeeding meeting.
Section 3.10. Resignations. Any Director may resign by submitting his resignation in writing to the Secretary. Such resignation shall become effective upon its receipt by the Secretary or as otherwise specified therein.
Section 3.11. Vacancies and Removal. Any vacancy that shall occur in the Board of Directors by reasons of death, resignation, removal, increase in the number of Directors or any other cause whatever shall be filled by the Board of Directors. Directors may be removed by majority vote of the Voting Members.
Section 3.12. Compensation. Directors shall not receive any compensation for their services.
OFFICERS AND EMPLOYEES
Section 4.01. Executive Officers. The Executive Officers of the Corporation shall be the President, the Secretary, the Treasurer, one or more Vice Presidents and such other officers as may be elected in accordance with this Article IV. Any two or more offices may be held by the same person. Each Executive Officer shall hold office at the pleasure of the Board of Directors or until his death or resignation.
Section 4.02. Election and Term of Office. The officers of the Corporation shall be elected annually by the voting Members at the annual meeting of the Members. If the election of Officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors or the Voting Members. Each Officer shall hold office until his successor has been duly elected and qualified.
Section 4.03. Additional Officers; Other Agents and Employees. The Board of Directors may from time to time appoint or employ such additional officers, assistant officers, agents, employees and independent contractors as the Board deems advisable; the Board or the President shall prescribe their duties, conditions of employment and compensation; and the Board shall have the right to dismiss them at any time, without prejudice to their contract rights, if any. The President may employ from time to time such other agents, employees and independent contractors as he may deem advisable for the prompt and orderly transaction of the business of the Corporation, and he may prescribe their duties and the conditions of their employment and dismiss them at any time, without prejudice to their contract rights, if any.
Section 4.04. The President. The President shall be the chief executive officer of the Corporation. Subject to the control of the Board of Directors, the President shall have general supervision of and general management and executive powers over all the property, operations, business affairs and employees of the Corporation. The President shall preside at all meetings of the Board of Directors and shall see that the policies and programs adopted or approved by the Board are carried out. The President shall execute in the name of the Corporation all deeds, bonds, mortgages, contracts and other documents authorized by the Board of Directors. The President shall be an ex-officio member of all standing committees. The President shall exercise such further powers and duties as from time to time may be prescribed in these By-Laws or by the Board of Directors. The President shall be designated attorney-in-fact for the Corporation by virtue of this office.
Section 4.05. The Vice President. The Vice President may be given general executive powers, subject to the control of the President, concerning one or more or all segments of the operations of the Corporation. The Vice President shall exercise such further powers and duties as from time to time may be prescribed in these By-Laws or by the Board of Directors or the President. At the request of the President, or in his absence or disability, the Vice President shall exercise the powers and duties of the President.
Section 4.06. The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors. It shall be the duty of the Secretary (a) to keep an original or duplicate record of the proceedings of the Board of Directors, and a copy of the Articles and of the By-Laws; (b) to give such notices as may be required by law or these By-Laws; (c) to be custodian of the corporate records and of the seal of the Corporation and see that the seal is affixed to such documents as may be necessary or advisable; (d) to keep the membership rolls of the Corporation, and (e) to exercise all powers and duties incident to the office of Secretary; and such further powers and duties as from time to time may be prescribed in these By-Laws or by the Board of Directors or the President. The Secretary by virtue of his office shall be an Assistant Treasurer. At the direction of the Secretary or in his absence or disability, an Assistant Secretary shall exercise the powers and duties of the Secretary.
Section 4.07. The Treasurer and Assistant Treasurers. It shall be the duty of the Treasurer (a) to keep the CorporationÂ’s contracts, insurance policies, leases, deeds and other business records; (b) to see that the CorporationÂ’s lists, books, reports, statements, tax returns, certificates and other documents and records required by law are properly prepared, kept and filed; (c) to be the principal officer in charge of tax and financial matters, budgeting and accounting of the Corporation; (d) to have charge and custody of and be responsible for the CorporationÂ’s funds, securities and investments; (e) to receive and give receipts for checks, notes, obligations, funds and securities of the Corporation, and deposit monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as shall be designated by the Board of Directors; (f) to cause the funds of the Corporation to be disbursed by payment in cash or by checks or drafts upon the authorized depositories of the Corporation, and to cause to be taken and preserved proper vouchers for such disbursements; (g) to render to the President and the Board of Directors whenever they may require it an account of all his transactions as Treasurer, and reports as to the financial position and operations of the Corporation; (h) to keep appropriate, complete and accurate books and records of account of all the CorporationÂ’s business and transactions; (i) to exercise all powers and duties incident to the office of Treasurer; and (j) to perform such further duties from time to time as may be prescribed in these By-Laws or by the Board of Directors or the President. The Assistant Treasurers, if any, shall assist the Treasurer in the performance of his duties and shall also exercise such further powers and duties as form time to time may be prescribed by the Board of Directors, the President or the Treasurer. At the direction of the Treasurer or in his absence or disability, an Assistant Treasurer shall exercise the powers and duties of the Treasurer.
Section 4.08. Vacancies. Any vacancy in any office or position by reason of death, resignation, removal, disqualification, disability or other cause shall be filled by the Directors for the unexpired portion of the term.
Section 4.09. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served by such removal.
Section 4.10. Compensation. Officers of the Corporation shall not receive any compensation for their services.
Section 4.11. Delegation of Duties. The Board of Directors may in its discretion delegate the powers and duties, or any of them, of any officer to any other person whom it may select.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 5.01. Personal Liability of Directors.
(a) Elimination of Liability. As set forth in the Articles of Incorporation and
(b) Applicability. The provisions of this Article V shall be deemed to be a contract with each director of the Corporation who serves as such at any time while this Article V is in effect and each such director shall be deemed to be so serving in reliance on the provisions of this Article V. Any amendment or repeal of these By-laws which has the effect of increasing director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, by-law or provision.
Section 5.02. Indemnification.
(a) Right to Indemnification.
(1) As used herein, the word “Action” shall mean any action, suit or proceeding, administrative, investigative or other, (i) to which such person is a party (other than an action by the Corporation) or (ii) in connection with which such person is not a party but is a witness, subject to investigation or otherwise involved, in either case by reason of such person being or having been a director of officer of the Corporation.
(2) Unless in a particular case indemnification would jeopardize the Corporation’s tax exempt status under Section 501 (c) (3) of the Code, and except as prohibited by law, each director and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation against expenses and by liability paid or incurred by such person (i) in the defense of any Action to which such person is a party of (ii) in connection with any other Action.
(3) A person who is not a director of officer of the Corporation may be similarly indemnified in respect of service to the Corporation to the extent the Board at any time designates such person as entitled to the benefits of this Article V.
(4) As used in this Article V “indemnitee” shall include each director and each officer of the Corporation and each other person designated by the Board as entitled to the benefits of this Article V; “liability” shall include amounts of judgments, excise taxes, fines, penalties and amount paid in settlement; and “expenses” shall include fees and expenses of counsel incurred by the indemnitee only (i) if the Corporation has not at its expense assumed the defense of the action on behalf of the indemnitee with reputable and experienced counsel selected by the Corporation, or (ii) if it shall have been determined pursuant to Section (c ) hereof that the indemnitee was entitled to indemnification for expenses in respect of an action brought under that Section.
(b) Right to Advancement of Expenses. Unless in a particular case advancement of expenses would jeopardize the Corporation’s failure to be described in Section 501(c )(3) of the Code, every indemnitee shall be entitled as of right to have his expenses in defending any action paid in advance by the Corporation, as incurred, provided that the Corporation receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses.
(c) Right of Indemnitee to Initiate Action; Defenses.
(1) If a written claim under Section (a) or Section (b) of this Article VI is not paid in full by the Corporation within thirty days after such claim has been received by the Cooperation, the indemnitee may at any time thereafter intimate an action to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such action.
(2) The only defenses to an action to recover a claim for indemnification otherwise properly asserted under Section (a) shall be (i) that the indemnitee’s conduct who such that under applicable law the Corporation is prohibited from indemnifying the indemnitee for the amount claimed, or (ii) that indemnification would jeopardize the Corporation’s tax exempt status under Section 501(a) of the Code or result in the Corporation’s failure to be described in Section 501(c)(3) of the Code, but the burden of proving any such defense shall be on the Corporation.
(3) The only defense to an action to recover a claim for advancement of expenses otherwise properly asserted under Section (b) shall be that the indemnitee failed to provide the undertaking required by Section (b).
(4) Non-Exclusivity; Nature and Extent of Rights. The rights to indemnification and advancement of expenses provided for in this Article VI shall (i) not be deemed exclusive of any other rights to which any indemnitee may be entitled, (ii) be deemed to create contractual rights in favor of each indemnitee who serves the Corporation at any time while these By-Laws are in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Article), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he was entitled or was designated as entitled to indemnification under this Article V and shall inure to the benefit of the heirs and legal representatives of each indemnitee.
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
Section 6.01. Execution of Notes, Checks, Contracts and Other Instruments.
All notes, bonds, drafts, acceptances, checks, endorsements (other than for deposit), guarantees and all evidences of indebtedness of the Corporation whatsoever, and all deeds, mortgages, contracts and other instruments requiring execution by the Corporation, may be signed by the President, any Vice President, the Secretary or the Treasurer, and authority to sign any of the foregoing, which may be general or confined to specific instances, may be conferred by the Board of Directors upon any other person or persons. Any person having authority to sign on behalf of the Corporation may delegate, from time to time, by instrument in writing, all or any part of such authority to any other person or persons if authorized to do so by the Board of Directors, which authority may be general or confined to specific instances. Facsimile signatures on checks may be used if authorized by the Board of Directors.
Section 6.02. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation.
Section 7.01. Dissolution.
(a) Upon the dissolution of the Corporation, the Board of Directors shall, after the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organization organized and operated exclusively for the purposes of the Corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall qualify as an exempt corporation or organizations under Section 501(c )(3) of the Code as the Board of Directors shall determine.
(b) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, officers, directors, or any person except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments in the furtherance of the Corporation. Notwithstanding any other provisions of the Articles of Incorporation or these By-Laws of the Corporation, the Corporation shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from Federal Income Tax, under Section (c)(3) of the Internal Revenue Code of 1986, as amended, (or by the corresponding section of any future Revenue Code of the United States of America) or (b) a corporation, contributions of which are deductible under Section 170(c)(2) of the Internal Revenue code of 1986, as amended (or the corresponding section of any future United States Revenue Law).
Section 8.01. Corporate Seal. The Board of Directors shall prescribe the form of a suitable corporate seal, which shall contain the full name of the Corporation and the year and state of incorporation.
Section 8.02. Fiscal Year. The fiscal year of the Corporation shall end on December 31.
Section 8.03. Annual Report. The President and Treasurer shall present an annual report to the Board of Directors in accordance with Section 5553 of the Pennsylvania Nonprofit Corporation Law of 1988.
Section 9.01. Amendments. These By-Laws may be amended, altered or repealed, and new By-Laws may be adopted, by the Board of Directors by a two-thirds (2/3) majority vote of the Board of Directors at any regular or special meeting. No provision of these By-Laws shall vest any property or contract right in any person.