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Bylaws

Global Youth United

Philadelphia, PA  

 

Bylaws of Global Youth United

TABLE OF CONTENTS

Article I  Name, Purpose, Powers

1:1.  Name …...................................................................................................................... 4

1:2.  Purpose …................................................................................................................... 4

1:3.  Powers ….................................................................................................................... 4

Article II  Economic Activity

    2:1.  Economic Activity...................................................................................................... 4

Article III  Offices

3:1.  Offices ….................................................................................................................... 4

Article IV  Membership

    4:1.  Membership …........................................................................................................... 4

Article V  Board of Directors

5:1.  Powers ….................................................................................................................... 4

5:2.  Qualifications of Directors …..................................................................................... 4

5:3.  Board Role, Size, Compensation …........................................................................... 4

5:4.  Meetings …................................................................................................................. 4

5:5.  Board Elections …...................................................................................................... 4

5:6.  Terms …..................................................................................................................... 4

5:7.  Vacancies …............................................................................................................... 4

5:8.  Notice....….................................................................................................................. 5

5:9.  Quorum…................................................................................................................... 5

5:10.  Vote …...................................................................................................................... 5

5:11.  Unanimous Consent of Directors in Lieu of Meeting ….......................................... 5

5:12.  Special Meetings ….................................................................................................. 5

5:13.  Resignation, Termination and Absences …............................................................. 5

5:14.  Removal…................................................................................................................ 5

Article VI  Meetings

6:1.  Annual Meeting …..................................................................................................... 5

6:2.  Regular Meetings …................................................................................................... 5

6:3.  Special Meetings ….................................................................................................... 5

6:4.  Notice …..................................................................................................................... 5

    6:5.  Vote by Proxy …........................................................................................................ 5

    6:6.  Action without a Meeting …...................................................................................... 6

    6:7.  Abstention ….............................................................................................................. 6

6:8.  Teleconference Meetings …....................................................................................... 6

Article VII  Supervision and Management Provisions

7:1.  Officers and Duties …................................................................................................ 6

7:2.  Other Officers …........................................................................................................ 6

7:3.  Elections and Term …................................................................................................ 7

7:4.  Consecutive Terms …................................................................................................ 7

7:5.  Removal of Officers …................................................................................................7

7:6.  Vacancies …............................................................................................................... 7

    7:7.  Compensation and Expenses ….................................................................................. 7

    7:8.  Standard of Conduct …............................................................................................... 7

Article VIII  Committees

8:1.  Establishment …......................................................................................................... 7

8:2.  Executive Committee …............................................................................................. 7

8:3   Finance Committee …................................................................................................ 7

8:4.  Appointment of Committee Members …................................................................... 8

8:5.  Standing and Special Committees …......................................................................... 8    8:6.  Protocol ….................................................................................................................. 8

8:7.  Creation and Composition of Advisory Boards …..................................................... 8

Article IX  Resignations and Vacancies

9:1.  Resignations …...........................................................................................................8

9:2.  Filling vacancies …....................................................................................................9

Article X  Liability and Indemnification

10:1.  General Rule …........................................................................................................9

10:2.  Indemnification …....................................................................................................9

10:3.  Procedure ….............................................................................................................9

10:4.  Advancement of Expenses …................................................................................. 10

10:5.  Continuing Right To Indemnification …................................................................ 10

10:6.  Other Rights …....................................................................................................... 10

Article XI  Amendments of Statutes or Articles of Incorporation

11:1.  Amendments …...................................................................................................... 10

Article XII:  Accountability and Auditing Provisions

12:1.  Books and Records ….............................................................................................10

12:2.  Accounting System and Reports …........................................................................ 10

    12:3.  Fiscal Year …......................................................................................................... 10

    12:4.  Preparation of Tax Records …................................................................................ 10

    12:5.  Deposits....................................................................................................................10

Article XIII:  Provisions for the Dissolution of the Entity

13:1.  Authorization …..................................................................................................... 11

13:2.  Assets …................................................................................................................. 11

Article XIV:  Tax Status of the Corporation

14:1.  Tax Exempt Purpose ….......................................................................................... 11

14:2.  Nonprofit Organization …...................................................................................... 11

Article XV:  Insurance

15.1  Insurance …............................................................................................................. 11

Article XVI:  Miscellaneous

    16:1.  Governing Law …...................................................................................................12

16.2.  Conflicts of Interest …............................................................................................ 12

16:3.  Headings …............................................................................................................ 12

16:4.  Bond …................................................................................................................... 12

16:5.  Subventions …........................................................................................................ 12

16:6.  Corporate Seal ….................................................................................................... 12


 

ARTICLE I:  NAME, PURPOSE, POWERS

1:1.  Name. The name of the organization shall be Global Youth United (“the Corporation”).

1:2.  Purpose.  The purpose for which the corporation is organized is to conduct any and all lawful business for which corporations can be organized pursuant to Pennsylvania statute. In pursuing such purposes, the corporation shall not act so as to impair exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

1:3.   General Powers.  In pursuing and solely for such purposes, the Corporation may do and perform such acts as may be necessary or appropriate in carrying out the foregoing purposes of the Corporation and may exercise any of the powers granted to nonprofit corporations by the laws of the State of Pennsylvania.

 

ARTICLE II: ECONOMIC ACTIVITY

2:1.  Economic Activity. Global Youth United is organized exclusively for charitable and educational purposes.

 

ARTICLE III:  OFFICES

3:1.  Offices.  The registered office of the Corporation shall be 476 Susquehanna Road, Huntingdon Valley, PA 19006.  The Corporation may also have offices at such other places as the Directors may select and the business of the Corporation shall require.

 

ARTICLE IV:  MEMBERSHIP

4:1.  Membership.   The Corporation shall have no members.

 

ARTICLE V:  BOARD OF DIRECTORS

5:1.  Powers.  The Directors shall have all powers and duties for the conduct of the activities of the Corporation except as otherwise required by these Bylaws or a resolution duly adopted by the Board.

5:2.  Qualifications of Directors.   Each Director shall be an individual of full age, who need not be a resident of Pennsylvania.

5:3.  Board Role, Size, Compensation.  The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Executive Director and committees. The Board shall always consist of no fewer than five (5) and no more than sixteen (16)  Directors.

5:4.  Meetings.  The Board shall meet at least 4 times each year, at an agreed upon time and place.

5:5.  Board Elections.  Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.  Each Director shall hold office until his or her successor is elected or until his or her earlier death, resignation, or removal.  

5:6.  Terms.  All Board members shall serve three (3) year terms, unless earlier removed because of death, resignation, or removal pursuant to Article 5:14.  Directors may vote to set term limits for Directors, or to provide for staggered terms so that not all terms shall expire simultaneously.  Time spent by a Board member as an officer shall not be counted as part of the three year tenure limitation in an effort not to lose their expertise from the Board.  Directors are eligible for re-election.

5:7.  Vacancies.  When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary one week in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

5:8.  Notice.  An official Board meeting requires that each Board member have written notice one week in advance.

5:9.  Quorum.  A quorum must be attended by at least ⅔ of the Board members before business can be transacted or motions made or passed.  The acts of majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, unless a greater number is required by the Act of these Bylaws.

5:10.  Vote.  Each Director shall be entitled to one (1) vote.

5:11.  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 a consent(s) 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 of the Corporation.

5:12.  Special Meetings.  Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked one week in advance.

5:13.  Resignation, Termination and Absences.  Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

5:14.  Removal.  A Director may be removed, with or without cause, at any meeting called for the purpose of removing the Director, by a simple majority vote of the remaining Directors.  The meeting notice shall state the purpose, or one of the purposes, of the meeting is to remove one or more Directors.

 

ARTICLE VI: MEETINGS

6:1.  Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

6:2.  Regular Meetings.  Regular meetings of the Directors shall be held as determind by the Board.

6:3.  Special Meetings. Special meetings may be called by the Chair or the Executive Committee.  At least five (5) days notice stating the time, place, and purpose of any special meeting shall be given to the members of the Board.

6:4.  Notice.  Notice of all meetings of the Board shall be sent to each member under supervision of the Secretary at least seven days but no more than forty-five days in advance of the meeting date by written notice delivered personally or by mail, facsimile or email.  If sent by mail, notice shall be deemed delivered when deposited in the United States mail if the postage thereon is prepaid.  If faxed, notice shall be deemed delivered when the sending party receives a confirmation of receipt of the facsimile.  If emailed, notice shall be deemed delivered upon the date and time sent.  Notices shall be sent to the usual business or resident address or number of each Director.  Notices of any meeting of the Board shall not require a statement of the business to be transacted or the purpose of such meeting, unless required by these Bylaws or by other law.  

6:5.  Vote by Proxy.  In the event that a Director is not able to attend a meeting, he or she may (but need not) vote by proxy.  Such vote by proxy does not relieve that member of his or her responsibilities and duties with respect to any action taken by the Board at any meeting for which (s)he has signed a proxy.  Proxy vote notification must be turned into the Board Chair before the start of the meeting to which the proxy vote applies.

    6:6.  Action without a Meeting.  Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a majority of all those entitled to vote consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.  Signatures may be obtained by counterpart.  Such resolution in writing, signed by a majority of the members of the Board entitled to vote, shall be deeemd to be the action of the Board with the same force and effect as if the same had passed at a duly convened meeting; and the Secretary shall record any such resolution in the minute book under its proper date.  Signatures faxed or emailed are acceptable to document counterpart signatures on a resolution.

    6:7.  Abstention.  Any director who believes he or she may have a conflict with regard to a particular action being voted upon may abstain.  Such abstention will not affect determination of a quorum.

6:8.  Teleconference Meetings.  One or more Directors may participate in a meeting of the Board or any committee thereof by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.

 

ARTICLE VII:  SUPERVISION AND MANAGEMENT PROVISIONS

7:1.  Officers and Duties.  There shall be three officers of the Board consisting of a Chair, Vice Chair, and Secretary. Their duties are as follows:

i.  The Board Chair shall convene regularly scheduled Board meetings, and shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, and Secretary.  The Board Chair will generally supervise the business of the Corporation, will delegate and coordinate duties to individual Directors and Officers, as neccesary, will appoint all committees (Standing and Special), and shall execute documents on behalf of the Corporation.  The Board Chair may sign checks and/or bind the company in contract.  The Board Chair shall be an ex-officio member of every Corporation committee.

ii.  The Vice Board Chair will chair committees on special subjects as designated by the board. The Vice Board Chair will have such powers and perform such duties as the Board of Directors may prescribe or as the President may delegate.

iii.  The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.  The Secretary shall keep an accurate list of all Directors and their attendance and give notice of all meetings of the Board.  The Secretary shall have charge of the books, records, and papers of the Corporation relating to its organization as a corporation, shall maintain all historical records of the activities of the Corporation, shall see that the reports, statements, and other documents required by law are properly kept or filed, shall authenticate all such records of the Corporation and shall assure that other required corporate records are maintained.  The Secretary shall in general perform such duties and have such powers incident of the office of a secretary and such other duties, not inconsistent with these Bylaws, as the Board may assign from time to time.  In the absence of the Secretary, a Board member may be appointed by the Chair to perform the duties of Secretary.  The Secretary of the Board may sign checks.  The Secretary will have such powers and perform such duties as the Board of Directors may prescribe or as the President may delegate.

7:2.  Other Officers.  The Board may elect officers for other positions from time to time with a ⅔ majority of Director votes.

7:3.  Elections and Term.  The officers shall be elected by the Directors at the Annual Meeting of Directors and shall serve for a term of two years and until their successors are elected and qualified.  Those persons elected to officer positions created by these Bylaws shall be elected from among the Directors.

7:4.  Consecutive Terms.  Officers may be elected for consecutive terms.

7:5.  Removal of Officers.  Any Officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation may be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

    7:6.  Vacancies.  A vacancy in any office, for whatever reason, may be filled for the unexpired portion of the term.  Vacancies may be filled  by the affirmative vote of a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director.

    7:7.  Compensation and Expenses.  The compensation of Officers of the Corporation shall be detemined by the Board.  Expenses incurred in connection with the performance of official duties may be reimbursed.

    7:8.  Standard of Conduct.  An Officer shall discharge his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably belieces to be in the best interest of the Corporation.

    

ARTICLE VIII:  COMMITTEES

8:1.  Establishment.  The Board may create committees as needed, such as development, finance, etc. The Board Chair appoints all committee chairs.  Any committee, to the extent provided in the resolution of the Board, shall have and may exercise all powers and authority of the Board, except that no committee shall have any power or authority as to the following:

        i.  The filling of vacancies on the Board

        ii.  The adoption, amendment, or repeal of the Bylaws

        iii.  The amendment or repeal of any resolution of the Board

iv.  Action on matters committed by the Bylaws or by resolution of the Board to another committee on the Board

8:2.  Executive Committee.  The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

8:3.  Finance Committee. The Finance Committee shall be led by the Finance Chair and include up to three (3) additional Board members.  The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and an annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the Board members and the public.

i.  Duties of the Finance Chair.  The Finance Chair shall make a report at each Board meeting. The Finance Chair shall assure that accurate accounts of the receipts and disbursements of the Corporation are maintained; shall cause financial reports to be provided to the Board as requested, but not less than once a year; assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.  The Finance Chair shall perform other such duties as many be prescribed the Directors or by the Board Chair.   

8:4.  Appointment of Committee Members.  Unless otherwise determined by the Board [or set out in these Bylaws], the Board Chair shall appoint members of all committees.

8:5.  Standing and Special Committees.  Standing Committees shall be established under these Bylaws.  Special Committees shall be created from time to time by the Board of Directors, which committees, once established, shall cease to exist once the purpose for which they were formed has been accomplished, unless specifcally extended by the Board.  Any three or more people wishing to compose a new committee may petition to the Board of Directors.

    8:6.  Protocol.  While every Board Committee has its own purpose, style, and structure, a set of standards offers the Global Youth United Board of Directors guidelines for creating and using committees effectively.  The following protocol serves as a starting point to determine what is appropriate for each committee.

i.  In accordance with the Bylaws, the Board will decide what committees will be formed and appoint a Board member to chair each for a period of two years subject to renewal.

ii.  Non-Board members can be invited to be part of the committee.

iii.  Staff members are encouraged at committee meetings as needed to assist with knowledge of day-to-day operations.

iv.  A committee meeting can be called by the chair of the committee or by the Chair of the full Board.

v.  Each committee will be made up of a minimum of three and maximum of ten members.

vi.  A majority of the committee members shall constitute a quorum for any decision of the committee.

vii.  The Board will set the goals of the committee in accordance with by Bylaws, while the committee will set its own strategies for reaching those goals.

viii.  Committees should meet as needed in between full Board meetings.  The chair of the committee will report at the following Board meeting the progress and activities of the committee.

ix.  In those instances where they are not actual members of a committee, the Board chair may sit on each committee as an ex officio non-voting member.  They will be copied on all committee correspondence.

x.  The Board chair is responsible for communicating to staff members their role in committee deliberations.

xi.  A committee will not enter into any contractual obligations on behalf of the Board.

8:7.  Creation and Composition of Advisory Boards.  The Corporation may, in its discretion, establish Advisory Boards which may include as members persons who are not members of the Board.  Such Advisory Boards shall have no power to bind the corporation and shall have only such responsibilities and duties as delegated to it by the Board or the President.

 

ARTICLE IX:  RESIGNATION AND VACANCIES

9:1.  Resignations.  Any Director or officer may resign such position at any time, with such resignations to be made in writing and to take effect from the time of its receipt by the Corporation, unless some later time may be fixed in the resignation, and then from that date.  The acceptance of the resignation shall not be required to make it effective.

9:2.  Filling vacancies.

i.  If the position of any Director becomes vacant, by an increase in the number of Directors, or by reason of death, resignation, disqualification or otherwise, the Directors in office may choose a person or persons who shall hold office for the remaining term.

ii.  If the position of any officer becomes vacant, by an increase in the number of officers, or by reason of death, resignation, disqualification or otherwise, the Directors in office may choose a person or persons who shall hold office for the remaining term.

 

ARTICLE X:  LIABILITY AND IMDEMNIFICATION

10:1.  General Rule.  A director shall not personally be liable for monetary damages as Director for any action taken, or any failure to take any action unless:

i.  The Director has breached or failed to perform the duties of the Director in accordance with the standard of conduct contained in Section 5712 of the Pennsylvania Nonprofit Corporation Law of 1988 and any amendments and successor acts thereto; and

ii.  the breach or failure to perform constitutes self-dealing, willfull 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.

10:2. Indemnification.  The Corporation shall indemnify any officer or Director [or employee or representative of the Corporation] who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administative or investigative, (and whether or not by, or in the right or, the Corporation) by reason of the fact that such person is or was a representative of the Corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in good faith and in a manner s/he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons 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 determinded 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 Corporation, 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 the Corporation 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 the Corporation 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 of or other court shall deem proper.

10:3.  Procedure.  Unless ordered by a court, any indemnification under Article 10:2 or otherwise permitted by law shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section.  Such determination shall be made:

i.  by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeeding; or

        ii.  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.

10:4.  Advancement of Expenses.  Expenses incurred by a person entitled to indemnification pursuant to this Article of otherwise permitted by law in defending a civil or criminal action, suit, or proceeding shall, in any case required by Article 10:2, and may, in any other case, be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.

10:5.  Continuing Right To Indemnification.  The indemnification and advancement of expenses provided pursuant to the Article shall continue as to any person who has ceased to be an officer or Director (or employee or representative) of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.  

10:6.  Other Rights.  This Article shall not be exclusive of any other right which the Corporation may have to indemnify any person as a matter of law.

 

ARTICLE XI:  AMENDMENTS OF STATUTES OR ARTICLES OF INCORPORATION

    11:1.  Amendments.  The governing Articles of Incorporation or Bylaws of Global Youth United may be amended when necessary by a two-thirds majority of the Board of Directors at the time of the vote at any regular meeting or at any special meeting of the Board called for that purpose.  Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

 

ARTICLE XII:  ACCOUNTABILITY AND AUDITING PROVISIONS

12:1.  Books and Records.  The Corporation shall maintain as permanent records the minutes of all meetings of its Board, a record of all actions taken by the Directors without a meeting and a record of all actions taken by committees of the Board.  The Corporation shall maintain at the known place of business of the Corporation a copy of the following documents:

    i.  the Articles of Incorporation and all amendments thereto;

    ii.  these Bylaws and all amendments thereto;

iii.  a list of the names and business or home addresses, phone numbers, facsimile numbers and electronic mailing addresses of the current Directors and Officers; and

iv.  the three most recent annual reports filed with the Pennsylvania Corporation Bureau.

    12:2.  Accounting System and Reports.  The Board shall cause to be established and maintained, in accordance with Generally Accepted Accounting Principles, an appropriate accounting system.  Such accounting records and appropriate financial statements shall be maintained at the known place of business of the Corporation or at such place as the Board may determine from time to time.

    12:3.  Fiscal Year.  The fiscal year of the Corporation shall end the 31st day of December each year.

    12:4.  Preparation of Tax Records.  The Finance Chair shall arrange for the preparation and timely filing of all federal and state annual tax returns of the Corporation.

    12:5.  Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.

 

ARTICLE XIII:  PROVISIONS FOR THE DISSOLUTION OF THE ENTITY

    13:1.  Authorization.  The affirmative vote of ⅔ of the Directors shall be required to adopt, approve, or undertake any of the following actions:

        i.  Liquidate or dissolve the Corporation;

        ii.  Sell, exchange, or otherwise transfer all or substantially all of the assets of the Corporation;

        iii.  Be a part to any merger, consolidation, or other reorganization, whether the Corporation is the surviving or disappearing entity, or any spin-off, split-off, or split-up; or

        iv.  Amend, in whole or in part, add to, delete from, repeal or replace the Articles of Incorporation of the Corporation

    13:2.  Assets.  The dissolution of the Corporation shall be accomplished consistent with the intent that its assets be held and used for stated purposes of the Corporation.  Subject to the foregoing sentence, in the event of dissolution of the Corporation for any reason, the Board shall, after payment or provision for payment of all liabilities, distribute and dispose of the property then held by the Corporation to such organization or organizations organized and operated exclusively for charitable purposes as shall then be qualified under Sections 501(c)(3) of the Code, as the Board shall determine.  With respect to any property not so disposed, such property shall be disposed of and distributed to such organization or organizations as shall then be qualified as an organization exempt from federal income tax section Section 501(c)(3) as selected by and pursuant to an order of the Superior Court of the county that the principal office of the Corporation is then located.

 

ARTICLE XIV:  TAX STATUS OF THE CORPORATION

14:1.  Tax Exempt Purpose.The Corporation is organized as a nonprofit corporation under the laws of the State of Pennsylvania and shall be operated exclusively for the exempt purposes of education and charitable purposed described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).  All of the Corporation’s net earnings shall be devoted exclusively to such purposes.  All terms and provisions of these Bylaws shall be construed, applied, and carried out in accordance with the tax exempt purpose of the Corporation.  

14:2.  Nonprofit Organization.  The Corporation is not organized and shall not be operated for pecuniary gain or private benefit.  No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Directors, Officers, or other private persons; except that the Corporation 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 herein.  Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal or state income tax.

 

ARTICLE XV:  INSURANCE

15.1  Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her, in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the laws of Pennsylvania, the Articles of Incorporation, or these Bylaws.  The Corporation shall carry Director & Officer insurance and shall purchase a bond for all people handling money.  The bonding company shall specify money handling procedures in order to meet their standard.    

 

ARTICLE XVI:  MISCELLANEOUS

    16:1.  Governing Law.  Unless the context requires otherwise, Pennsylvania law shall govern the construction of these Bylaws.

16.2.  Conflicts of Interest.  The Board shall adopt a policy on dealing with conflicts of interest.

16:3.  Headings.  In interpreting these Bylaws, the headings of articles shall not be controlling.

16:4.  Bond.  If required by the Board, any person shall give bond for the faithful discharges of his or her duty in such sums and with such surety as the Board shall determine.

16:5.   Subventions.  The Corporation shall be authorized, by resolution of the Directors, to accept subventions on terms and conditions not inconsistent with the Act and to issue certificates therefor.  

16:6.  Corporate Seal.   A corporate seal shall not be required to the validity of any instrument executed by or on behalf of the Corporation.  

 

CERTIFICATE

 

These Bylaws were adopted by the Directors of Global Youth United effective September 22nd, 2012.  

 

IN WITNESS WHEREOF, I have hereunder set my hand this 22nd day of September, 2012.



 

_____________________________________

Board Chairman