and Bylaws for the Regulation of
SECTION 1.01. PHILOSOPHY 1
SECTION 2.01. PRINCIPLE OFFICE 2
SECTION 3.01. CATEGORIES OF MEMBERS
SECTION 4.01. POWERS 4
SECTION 5.01. OFFICERS 7
SECTION 6.01. OTHER ARTICLES OF
SECTION 7.01. AFFILIATION 10
SECTION 8.01. BYLAWS 11
SECTION 9.01. TRANSITION SCHEDULE 11
and Bylaws for the Regulation of United States Junior Cricket.
SECTION 1.01. PHILOSOPHY
The philosophy of United States Junior Cricket (USJC) is to introduce cricket to children of all social and ethnic groups in an education program within the US school system and to prepare them, through this and other junior programs to play socially and, within age-related groups, in local, state, national and international competitions.
SECTION 1.02. USJC DUTIES AND RESPONSIBILITIES
The responsibilities of USJC shall be:
SECTION 2.01. PRINCIPLE OFFICE
USJCs principle office shall be fixed and located in such place, as the Board shall determine from time to time.
SECTION 3.01. CATEGORIES OF MEMBERS
There shall be three categories of members: honorary members, full members and affiliate members.
SECTION 3.02. HONORARY MEMBERS
The Board may extend honorary membership to individuals who have rendered outstanding or extraordinary service on behalf of youth cricket in America. The Board shall fix the term, rights, duties and privileges of each honorary member.
SECTION 3.03. FULL MEMBERS
(a) Full membership shall be extended to:
(1) All youth who exhibit a sincere interest in cricket and who have become registered as a player.
(2) All individuals who are interested in promoting and encouraging the development of cricket among the youth of the United States.
(3) All staff, all zonal administrators, coaches and officials who have become registered with USJC.
(b) The term of each full member shall be the length of time such full member is registered with USJC.
SECTION 3.04 AFFILIATE MEMBERS
Affiliate membership shall be open to any recognized group or club, including duly formed cricket clubs with interest in the promotion and encouragement of youth cricket, and any duly constituted organization or corporation having provided financial sponsorship or sponsorship in kind for the furtherance of youth cricket under USJC of the USJC.
SECTION 3.05. RIGHT TO VOTE
Only full members shall have the
right to vote. Each full member of record shall be entitled to cast one vote
at meetings of the full members. Any full member under the age of eighteen years
must have their vote ratified by either a parent or guardian.
SECTION 3.06. REGISTRATION FEE
Each full and affiliate member shall pay a one time registration fee in such amount as shall be determined by the Board.
SECTION 3.07. TERMINATION OF MEMBERSHIP
The Board, or its designee, may expel a member for conduct, which the Board shall deem inimical to the best interests of USJC, including, without limitation, violation of any provision of the Bylaws or any of the rules, regulations, policies or philosophies of USJC.
SECTION 3.08. ANNUAL GENERAL MEETINGS
The annual general meeting (AGM) of all full members of USJC shall be held within the month of May following the end of each fiscal year. Directors shall be elected at the AGM and any other proper business may be transacted at the AGM.
SECTION 3.09. SPECIAL GENERAL MEETINGS
Special general meetings (SGM) of the full membership shall be held as may be determined necessary by the Board or at the request of one-third of the full members.
SECTION 3.10. NOTICE OF GENERAL MEETINGS
(a) Written notice of each AGM or SGM of full members shall be given not less that thirty and no more than ninety days before the date of the meeting to each full member entitled to notice thereof, provided however, that if notice is given by telecopier, electronic transmission or delivery by courier, and the notice is not mailed by first class, registered, or certified mail, the notice shall be given not less than twenty days before the meeting. Such notice shall state the place, date and hour of the meeting and,
(1) in the case of an SGM, the general nature of the business to be transacted, and not other business may be transacted, or
(2) in the case of the AGM, those matters which the Board, at the time of mailing of the notice, intends to present for action by the full members, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for action.
(b) The notice of any meeting at
which Directors are to be elected shall include the names of all those who are
nominees at the time the notice is sent to the full members.
A majority of the full members present, either in person or by proxy, shall be necessary to constitute a quorum at a general meeting.
SECTION 3.12. PROXIES
Every full member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for her/him by written proxy. The full member must sign every proxy. No proxy shall be valid after the expiration of three months form the date thereof. Every proxy shall be revocable at the pleasure of the full member executing it. The proxy, in order to be valid, must be delivered to, and accepted by, the Secretary prior to the opening of the meeting.
SECTION 4.01. POWERS
Subject to any limitations contained in the Articles of Incorporation, these Bylaws or the law relating to action required to be approved by the full members or by a majority of all the full members the activities and affairs of USJC shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of USJC to any person or persons, management company, or committee however composed, provided that the activities and affairs of USJC shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other power enumerated in these Bylaws:
(a) To select and remove all officers, agents and employees of USJC, prescribe powers and duties for them as may not be inconsistent with law, the Articles or these Bylaws, fix their compensation and require from them such security, if any, for faithful service as the Board may deem appropriate.
(b) To conduct, manage and control the affairs and activities if USJC, and to make such Rules and Regulations therefor not inconsistent with law, these Bylaws, as they may deem appropriate.
(c) To adopt, make and use a corporate seal and to alter the form of such seal from time to time, as they may deem appropriate.
(d) To authorize the issuance of
memberships in USJC from time to time, upon such terms and for such consideration
as may be lawful.
SECTION 4.02. NUMBER OF DIRECTORS
The authorized number of Directors of USJC shall be nine, including the President, until changed by an amendment to these Bylaws duly adopted with the approval of the full members.
SECTION 4.03. TERM OF OFFICE
All directors, other than the President, shall serve for a period of three years and may stand for re-election.
SECTION 4.04. PROCEDURES FOR NOMINATION OF DIRECTORS
At least six months prior to the AGM, the secretary of USJC shall request nominations for candidates to the Board. Each provisional candidate shall be polled by the secretary to determine if she/he is willing to undertake the duties if elected. A ballot will be prepared by the secretary and sent to all voting members with notice of the AGM.
SECTION 4.05. VOTING PROCEDURES FOR ELECTION OF DIRECTORS
(a) The Directors shall be elected at the AGM.
(b) Each Director will be elected by a simple majority of votes counted by the secretary. In the event of a tied vote, the Board shall cast a deciding vote by a simple majority.
SECTION 4.06. REGULAR MEETINGS
Regular meetings of the Board may be held without call or notice on such dates and at such times as may be fixed by the Board.
SECTION 4.07. QUORUM
(a) A majority of the Directors then in office shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by the law, or these articles and Bylaws, except as provided in subsection (b) of this section 4.07.
(b) A meeting at which a quorum is
initially present may continue to transact business notwithstanding the withdrawal
of Directors, if any action taken is approved by at least a majority of the
required quorum for such meeting; provided, that the Board can only take action
pursuant to this subparagraph (b) on items included in the agenda for the meeting.
Directors may participate in a meeting of the Board or a committee meeting through the use of a conference telephone or similar communications equipment so long as all Directors participating in such a meeting can hear one another.
SECTION 4.09. ACTION BY BOARD WITHOUT A MEETING
Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or committee shall individually or collectively consent in writing to the adoption of a resolution authorizing the action. The resolution and written consent thereto shall be filed with the minutes of the proceedings of the Board or committee.
SECTION 4.10. RIGHTS OF INSPECTION
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of USJC.
SECTION 4.11. VACANCIES
(a) Subject to the provisions of appropriate law, any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary of the Board, unless the notice specifies a later time for effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.
(b) Vacancies may be filled by a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director at any regular or special meeting of the Board. Each Director so selected shall hold office until the next annual meeting of the full members and until a successor has been selected to serve the remainder of the vacated Directors term of office.
(c) A vacancy in the Board shall be deemed to exist in case of death, resignation or removal of any Director, or if the authorized number of Directors be increased, or if the full members fail, at any regular or special meeting of full members at which and Director or Directors are elected, to elect the full authorized number of Directors to be voted for at that meeting.
Except as otherwise provided herein
or by the law, any or all Directors may be removed with or without cause, by
a majority vote of the full members participating in such vote.
Directors shall not receive any compensation for their services as Directors or as members of committees or commissions, but reimbursement or advancement may be made for any expenses incurred or paid by then for the benefit of USJC.
USJC shall not make any loan of money or property to, or guarantee the obligation of, any Director or officer, unless approved by the Pennsylvania Attorney General; provided, however, that USJC may advance money to a Director or officer of USJC for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or Director, provided that in the absence of any such advance, such Director or officer would be entitled to be reimbursed for such expenses by USJC. Subject to the provisions of appropriate law, nothing contained in this Section 4.13 shall be construed to preclude any Director from serving USJC in any other capacity as an officer, agent, employee or otherwise and receiving compensation therefor.
SECTION 5.01. OFFICERS
The officers of USJC shall be a President, a Secretary and a Treasurer. USJC may also have, at the discretion of the Board, a Chairman of the Board.
SECTION 5.02. PRESIDENT
The President shall be the chief executive officer of USJC and, subject to the control of the Board, shall:
(a) Provide leadership and broad guidance to USJC in all its activities;
(b) Preside, when present and, in the absence of the Chairman of the Board, or if there be none, at the meetings of the Board;
(c) Have the general powers and duties usually vested in the office of President of a nonprofit volunteer organization;
(d) Prepare and submit at each AGM a written annual report covering USJCs activities for the twelve months ending on the date of the Meeting; and
(e) Have such other powers and duties as may be prescribed by the Board and these Bylaws.
SECTION 5.03. SECRETARY
The Secretary, or a designee, shall
keep the minutes of the proceedings of all Board and full members meetings,
certify official records, maintain a list of names and addresses of all members,
and issue notice of meetings of the full members and the Board.
SECTION 5.04. TREASURER
The Treasurer, or such person designated by the Board, shall be the Chief Financial Officer of USJC, have custody of all funds, securities, evidence of indebtedness and other valuable documents, and deposit funds and securities in the name and to the credit of this Association in a bank or depository. The Treasurer, or such designee, may invest such funds under the supervisions of the Board in such investments as may comply with appropriate law. The Treasurer, or such designee, shall keep in appropriate books an accurate account of all money received and paid out. The Treasurer, or such designee, shall render a report of the funds, receipts and disbursements of USJC annually or at such other times as requested by the Board.
(a) USJC is organized exclusively for charitable and educational purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) 3 of the Internal revenue code of corresponding section of any future federal tax code.
(b) No part of the net earning of the organization shall inure to the benefit of, or be distributed to its members, officers or other private persons, except that the organization 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 purpose clauses hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on other activities not permitted to be carried on (i) by any organization exempt from federal income tax under section 501 (c) 3 of Internal Revenue code, corresponding section of any future federal tax code, or (ii) section 170 (c) 2 of the Internal Revenue code or corresponding future federal tax code.
(c) Upon the dissolution of the organization,
assets shall be distributed for one or more exempt purposes within the meaning
of section 501 (c) 3 of the Internal Revenue code, or corresponding section
of any future federal tax code, or shall be distributed to the federal government,
or to State or local government, for public purpose. Any such assets not disposed
of shall be disposed of by the court of common pleas of the county in which
the principle office of the organization is then located, exclusively for such
SECTION 6.02. INSPECTION OF ARTICLES AND BYLAWS
USJC shall keep in its principle office in the State of Pennsylvania the original or a copy of its Articles and of these Bylaws as amended to date, which shall be open to inspection by the full members at all reasonable times during office hours. USJC shall upon the written request of any full member furnish a copy of the Articles or Bylaws as amended to date.
SECTION 6.03. ENDORSEMENT OF DOCUMENTS: CONTRACTS
Subject to the provisions of applicable law, no note, mortgage, evidence of indebtedness, contract, conveyance of other instrument in writing and any assignment or endorsement thereof executed or entered into between USJC and any other person shall be valid and binding on USJC unless the signing officers had the authority to execute the same. Unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind USJC by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.
SECTION 6.04. CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the Pennsylvania Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.
SECTION 6.05. MAINTENANCE OF CORPORATE RECORDS
The accounting books, records, minutes of proceedings of the Board and any committees shall be kept at such a place or places designated by the Board or, in the absence of such designation, at the principle business office of USJC. The minutes shall be kept in written, typed or printed form, and the accounting books and records shall be kept either in written, typed or printed form, or in any other form capable of being converted into written, typed or printed form.
SECTION 6.06. ANNUAL REPORT
The Board shall cause an annual report to be furnished to the Directors and full members not later than one hundred twenty days after the close of USJCs fiscal year. The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such accountants report, the certificate of an authorized officer of USJC that such statements were prepared without audit from the books and records of USJC.
SECTION 6.07. INDEMNIFICATION
USJC shall, to the maximum extent
permitted by law, indemnify each Director and Officer against expenses, judgments,
fines, settlements and other amounts actually and
SECTION 6.08. INSURANCE
USJC shall have the power to purchase and maintain insurance on behalf of any agent of USJC against any liability asserted against or incurred by the agent in such capacity or arising out of the agents status as such whether or not USJC will have the power to indemnify the agent against such liability under the provisions of Section 6.06, provided however, that USJC shall have no authority to purchase and maintain such insurance to indemnify any agent of USJC for a violation of appropriate law.
SECTION 6.09. PROHIBITED USE OF MEMBERSHIP LISTS
The membership list is a corporate asset. Without consent of the Board, the membership list or any part thereof may not be used by any person for any purpose unrelated to a members interest as a member.
SECTION 6.10. DUES
Dues in the amount to be fixed by the Board shall be payable for the first year upon admission and annually thereafter, of such times as may be fixed by the Board.
SECTION 6.11. FISCAL YEAR
The fiscal year of USJC shall commence on January 1 of each year and end on December 31 of the following year.
SECTION 7.01. AFFILIATION
The USJC will be a recognized independent affiliate of the United States of America Cricket Association (USACA), formed to foster the promotion of cricket among young people without regard to gender or race.
SECTION 7.02. RESPONSIBILITIES
As an independent affiliate of USACA, the Board of the USJC will be responsible for the management of its own organization but will undertake to submit reports from time to time to the USACA. Monies raised for specific sponsorship of the USJC or allocated to USJC by USACA or any other official group will be recorded and acknowledged by the Treasurer for the sole purpose of the business of the USJC.
SECTION 8.01. BYLAWS
(a) New Bylaws may be adopted or current Bylaws may be amended or repealed by the vote of two-thirds of the full members, either in person or by proxy or ballot, except as otherwise provided by the Law. Amendments to be considered at the AGM under the provisions of the section must be submitted in writing to the Secretary no later than sixty days prior to the date of the AGM.
(b) The requirement that a proposed change be submitted in writing to the Secretary no later than 60 days prior to the date of the AGM may be suspended by the vote of three-quarters of the full membership, either in person or by proxy.
(c) In addition to the right of the full members as provided in subparagraph (a) to adopt, amend or repeal Bylaws, and except as otherwise provided in the law, Bylaws may be adopted, amended or repealed by the Board by a two-thirds vote of the Directors present and voting (but not less than a majority of the entire Board) at a Board meeting unless the action would materially and adversely affect the rights of the full members as to voting.
SECTION 8.02. ARTICLES OF INCORPORATION
The Articles of Incorporation may be amended if approved by a two-thirds vote of the full members, either in person or by proxy or ballot, except as otherwise provided in the law and if approved by a two-thirds vote of the Directors present and voting (but not less than a majority of the entire Board) at a Board meeting.
ARTICLE IX: APPENDIX
SECTION 9.01. TRANSITION SCHEDULES
(a) The provisions of this schedule cover any exceptions to these Bylaws that are required for their initial ratification and the activities of an interim board. The interim board will take on the full duties of the Board until such time as the Board is duly elected or ratified by the full membership at the AGM in May 2002. This schedule is effective from October 1, 1999 and terminates at the conclusion of the 2002 AGM.
(b) Prior to the AGM in May 2001, membership is limited to persons who have either participated in, or expressed an interest in the organization of the USJC. Membership as defined in the Bylaws shall be opened by ratification of these Bylaws at the AGM in May 2001 and the interim board will be responsible for setting of membership fees.