Constitution and by-laws
The Salisbury Youth Association
Article I: Name
This organization shall be known as the Salisbury Youth Association, hereinafter referred to as “Association”.   The Association, a non-Profit Corporation under the Non-Profit Corporation Law of 1986, shall have their principal office at 1140 Salisbury Road, Allentown, Pennsylvania.
Article II:  Objective
Section 1.
The objective of the Association shall be to firmly implant in the children of the community the ideals of good citizenship, sportsmanship, honesty, courage and respect for authority,  so that they become well adjusted, strong  and happy individuals who grow up to be good, decent, healthy and trustworthy citizens.
Section 2.
To achieve this objective, the Association will provide a supervised program of sporting and recreational activities under the rules and regulations as determined by the membership of the association, in which the development of exceptional athletic skill and the winning of athletic competition  shall always remain secondary to the development of the character of the youth.
Section 3.  Charter
The Association shall devote its entire energies to the activities authorized by its charter and it shall not be under the control of any other organization.
Article III: Membership
Section 1.  Eligibility
Membership shall be offered to any adult interested in active participation to effect the objectives of the Association.
Section 2.  Membership Types
Regular Member
Any person being 18 or older desiring to participate in furthering the goals of  the Association  shall be offered membership in the Association.  All Board Members, managers, and coaches  must be regular members in good standing.
Player Member
Any player candidate meeting the requirements of  the Association shall be eligible for program participation, but shall have no rights, duties or obligations in the property management of the SYA.
Section 3.  Disciplinary Action
Membership may be terminated by acceptance of resignation or by action of the Board of Directors.
a.  A formal complaint in writing must be submitted within one week of an alleged incident to the President of  the Association.  He shall then schedule a meeting to act upon the complaint.  The Board of Directors, by a majority vote of all the Directors present at any duly held regular or special meeting, shall have the authority to discipline, suspend, or terminate the membership of any member of any type, when the conduct of such person is considered detrimental to the best interest of the Association.  The member involved shall receive seven days notification of such meeting.  He shall be informed of the general nature of the charge and given the opportunity to appear at the meeting to such charges.

b.  The Board of Directors shall, in the case of a player member, give seven day notice to the manager of the team of which the player is a member and said player’s, parent /guardian, who shall appear, in the capacity of an advisor with the player before the Board of Directors.
Article IV: Dues
Section 1.
A reasonable program participation fee will be assessed as a parent/guardian obligation to assure the operational continuity of the Association.  The Board of Directors shall reserve the right to waive such fee when deemed appropriate.  Such fee shall not be considered a prerequisite to participate in the programs of the Association in cases of financial hardship. Subject to approval of the Board from time to time.
Article V:  Membership Meetings
Section 1. Rules of Order
Roberts Rules of Order shall govern the proceedings of all meetings, except when said rules conflict with the constitution and by-laws of the Association or the laws of the Commonwealth.
Section 2. Monthly Meetings
A monthly meeting shall be held on the third Thursday of each month at a time to be determined by the Board of Directors
a.  Agenda
Each meeting will follow a determined agenda by the President.  Any member who wishes to address the meeting with business must notify the Board Member (President) who prepares the agenda at least twenty four hours prior to said meeting.
Section 3.  Annual meeting
The annual meeting of the members of the Association will be held in December of each year for the purpose of electing officers, receiving reports, defining the general plan for the coming year, and for the transaction of such business as may properly come before the meeting.
Section 4.  Special Meetings
Special meetings of the Board of Directors may be called by any Board Member for the purpose of considering a specific subject.
Section 5.  Quorum
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 6.  Notice of Meetings
Public notice of all monthly meetings and the annual meeting will be made either through the Association Newsletter or in the local newspaper.  The members may vote on all regular Association Business.
Article VI:  Board of Directors
Section 1.  Board and Number
The supervision of the property and the affairs of the Association shall be vested in the Board of Directors.  The number of Program Directors shall not be more than fifteen (15) members.  The number of officers elected to the Executive Committee shall not exceed five (5) members.  The Board of Directors shall, upon election immediately enter upon the performance of their duties and shall continue in office until their successors shall have been duly elected or qualified.
Section 2.  Annual Election and Term of Office
At each Annual meeting, the Members shall elect the Executive Committee Officers for the ensuing year. Program Directors upon the expiration of their term shall be nominated at the second regular monthly meeting, following the completion of their sport program, with the election taking place on the subsequent monthly meeting.  The term of office for all Program Directors shall be two years.  Program Directors may succeed themselves as long they continue to be reelected.  The election of officers and Directors shall be by a majority vote of all Members casting their ballot during the designated time.
a.  Eligibility for Office
Any Regular Member in good standing is eligible for nominations to office.  The nominee should be an active participant in the Association, having been in attendance of at least three monthly meetings in the election year or having been an active participant in one of the programs sponsored by the Association. i.e.  Manager, Coach, or Fundraising Organizer.
b.  Nominations
Nominations will be accepted for an office in the Executive Committee only at the November monthly meeting.  If no nominations are received for an office at that meeting, the Board of Directors may extend nominations for a period of two weeks to solicit volunteers.
Section 4.  Vacancies
Any vacancy occurring in the Board of Directors shall be filled through nomination and election by the members, at any regular or special meeting called for that purpose.
a.   Notice of any vacancy in the Board of Directors shall be announced in the local newspaper and/or the SYA Newsletter
Section 5.  Duties and Powers
The Board of Directors,by a 2/3 vote of the Directors present shall have the power to veto the passage of any expenditures, or policies, which could be detrimental to the welfare of the Association, or specifically favor any one faction, so they would have an unfair advantage over another. Any Board member in attendance can request a vote to veto the approved expenditure or policy. The veto vote shall be conducted at a time and place designated by the President within seven days of the expenditure or policy approval.
a.  The veto would be irreversible regarding the expenditure or policy as it was originally passed.
b.  The Board of Directors shall have the power to appoint or approve such standing committees as it shall determine is appropriate. The  Board of Directors may adopt such rules and regulations for the conduct of meetings and supervision of the Association as it may deem proper.
Section 6.  Termination of Officer  or Board Member
The Board of Directors shall have the power by a two thirds vote of all Board Members present, to discipline, suspend or remove any Officer or Program Director, at any special meeting called for said purpose.
Article VII:  Committees
The Board of Directors from time to time shall review, appoint or approve such standing committees as it shall determine is appropriate.  These committees shall be fact finding and advisory in nature. Each committee shall number not less than three (3) nor more than five (5) regular members.
Article VIII:  Board of Directors: Duties and Powers
Section 1:  Officers
The officers of the Association shall consist of one President, one Vice President, One Treasurer, one Recording Secretary, all of whom shall hold office for the ensuing year or until their successors are duly elected.
The Board of Directors may appoint such other officers or agents as it may deem necessary or desirable, and may prescribe the powers and duties of each.  In the event of  a resignation, or termination of a Membership, prior to the completion of a term in office, the Board of Directors shall have the power to make an interim appointment to fill any vacancy which may occur in any office when it becomes necessary to ensure the continuity of the Association or their programs.  The appointment shall remain in effect until proper notice of the vacancy, and a duly held election can take place.  The appointment shall not exceed the normal expiration date of the office in which the vacancy occurred .
Section 2:  Program Director
The Program Directors shall be responsible to the Board for directing the conduct of the program to which they are elected.  They shall develop their own staff of support personnel needed to implement their respective programs within the guidelines established by the Board.
a.  Associate Directors
Each Program Director shall appoint in writing an Associate Director whose duties shall be to assist the Program Director in the overall operation of their respective program.  The Associate Director shall in the absence of the director have the right to vote on all Board related matters.
Section 3.  President  The President Shall
a.  Conduct the affairs of the Association and execute the policies as established by the membership and the Board of  Directors
b.  Present a report of the condition of the Association at the annual meeting.
c.  Communicate to the Board of Directors such matters as is deemed appropriate and make such suggestions as may tend to promote the welfare of the Association.
d.  Be responsible for the conduct of the Association in strict conformity to the policies, principles, and rules and regulations of the Association.
e.  Designate in writing other Officers (if necessary) to have power to make and execute for/and in the name of the Association such contracts and leases as may have been received prior to approval of the Board.
f.  Investigate complaints, irregularities and conditions detrimental to the Association and report thereon to the Board of Directors as circumstances warrant.
g.  Prepare and submit an annual budget to the Board of Directors and be responsible for proper execution thereof.
h.  Cast the deciding vote in case of a tie.
Section 4.  Vice President
In case of disability of the President, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of the office.  The Vice President shall have other such duties as from time to time may be assigned by the Board of Directors or by the President.
Section 5.  Treasurer
The Treasurer who shall be bonded, shall:
a.  Perform such duties as are herein specifically set forth and such other duties as are customarily incident to the office of Treasurer or that may be assigned by the Board of Directors.
b.  Receive all monies and securities, and deposit same in a depository approved by the Board of Directors.
c.  Keep records for the receipt and disbursement of all monies and securities of the Association, approve all payments and allotted funds and draw checks thereof.
d.  Prepare an annual budget, under the direction of the President, for submission to the Board of Directors at the annual meeting.
Section 6.  Recording Secretary
a.  Be responsible for recording  the activities of the Association and maintain appropriate files and necessary records.
b.  Keep the minutes of the meetings of the membership and the Board of Directors, and perform other duties as are customarily incident to the office of Secretary or that may be assigned by the Board of Directors.
c.  Maintain a list of all regular and player members, Directors, and committee members.
d.  Give notice of all meetings of the association, The Board of Directors and committees.  Notify Directors and committee members of their election or appointments.
Section 7. Administrative Secretary (Amendment date: April 2008)
a.  Be responsible for conducting background checks in an appropriate manner as defined by the Youth Protection Policy of the Association
b.  Insure that the Association’s federal, state, and related tax returns are filed in a timely manner.
c.  Be responsible for updating the insurance policies of the Organization.
d.  Disseminate School District invoices to the appropriate parties responsible for their verification and payment.
e.  Be empowered to file for grants on behalf of the Association and assist in the preparation and maintenance of related documents.
f.  The Administrative Secretary may have other such duties as from time to time may be assigned by the Board of Directors or by the President.
Article IX:  Managers, Coaches and Officials
Section 1.  Team Managers
Team managers, coaches, and officials appointed under the authority of the Program Director, and approved by the Board of Directors shall be responsible for the selection of their teams and be responsible for the conduct of those teams during participation in Association functions.
Article X:  Affiliation
Section 1.  Programs
The Association may affiliate itself with other organizations and organized leagues for the purpose of athletic competition that would benefit its player members.
Section 2.  Rules and Regulations
The in-house ground rules and regulations for programs sponsored by the Association shall be adopted by the Board of Directors at a meeting to be held not less than one month prior to the first scheduled event of each program season, these rules and regulations shall in no way conflict with the rules and regulations of any officially chartered programs in which its player members participate.
Article XI:  Financing and Accounting
Section  1.
The Board of Directors shall place all income in a common Association treasury, directing the expenditure of same in such a manner as to give no individual or program an advantage over those in competition with such individual or program.
Section  2.
The Board of Directors shall ensure that all monies and/or equipment donated to the programs of the Association are distributed so as to discourage favoritism among programs and to endeavor to equalize the benefits of the Association.
Section  3.
The Board of Directors, by a majority vote can approve the solicitation of funds in the name of the Association,  for the benefit of the Association.
Section  4.
The Board shall not permit the disbursement of Association funds for other than the conduct of Association activities in accordance with the rules and policies of the Association.
Section  5.
No Director or member of the association shall receive, directly or indirectly any salary, compensation or emolument, in cash or in kind from the Association for services rendered as Director or Staff Member.
Section  6.
All monies received shall be deposited as the Association’s in a depository as determined by the Board of Directors, and all disbursement shall be made by check.  All checks shall be signed by the Association Treasurer and any other officer(s) as the board of Directors shall determine.
Section  7.
The fiscal year of the Association shall begin on the first day of  January and end on the last day of December of each calendar year.
Section  8.  Distribution of Property upon Dissolution.
Upon dissolution of the Association and after all outstanding debts and claims have been satisfied, the Board of Directors shall distribute the property of the Association as outlined by the Pennsylvania Non Profit Corporation law of 1988 as amended.
Article XII:  Amendments
(a)  A Member may alter, amend, suspend, or repeal these by-laws at any regular or special meeting called for that purpose, except as restricted by the Pennsylvania Non Profit Corporation Law of 1988 as amended.  The proposed changes must be submitted in writing. They shall be read and approved by the majority of Members present at three consecutive regular and or special meetings called for that purpose.  The Membership shall be notified by publication in the newspaper or by mail prior to the second reading .
(b)  The proposed changes may be submitted at any regular meeting  held by the Association.

(c)  A defeated amendment, in whole or in part, shall not be resubmitted for a vote in the subsequent twelve months from the date of defeat.