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The Bylaws of Viking Army S.c. Inc.



1.1 NAME

The name of this corporation is Viking Army, S.C., Inc. (“the Corporation”), a New Jersey nonprofit corporation organized under the New Jersey Nonprofit Corporation Act, N.J.S.A. 15A:1-1 et seq.



The principal office of the Corporation shall be located in the State of New

Jersey at such specific location as the Board of Trustees shall determine from time to time, the initial location being P.O.BOX 6493, Elizabeth, NJ , 07202. The Corporation may also have such other offices as the Board of Trustees determines from time to time.






The Corporation is organized and operated for the following


     A. Exclusively as a social club organized and operated for the pleasure and

recreation of its members within the meaning of Section 501(c)(7) of the Internal

Revenue Code of 1986 (as amended) or the corresponding provisions of any

superseding federal revenue law.

     B. To exercise such rights, powers, duties and authority of a nonprofit corporation

organized under the New Jersey Nonprofit Corporation Act, N.J.S.A. 15A:1-1 et

seq., which are consistent with the preceding paragraph.

    C. To be a first-rate independent soccer supporters’ club, comprised of enthusiastic

soccer supporters that come together to passionately support a designated

professional soccer team (“the Pro Club”) in the New York/New Jersey

metropolitan region, the United States Men’s National Team and the United

States Women’s National Team (collectively, “Team USA”) and any other local

amateur soccer team(s) designated by the Corporation in the New York/New

Jersey metropolitan region (“the Amateur Club(s)”) (collectively, “the Supported



The specific purposes of the Corporation include, without limitation, the following:

A. To organize and conduct social and recreational gatherings of members before, during and after every home and away match of the Pro Club for the purposes of engaging in visible, enthusiastic support of the Pro Club;

B. To gather to create elaborate choreographies using song, chants, instruments, flags, cards, banners (a/k/a “tifo”), etc. to display on game day to cheer on the Pro Club;

C. To organize and conduct social and recreational outings for members, including other sporting events, during the offseason of the Pro Club;

D. To organize and conduct social and recreational gatherings of members before, during and after Team USA matches played in the New York/New Jersey metropolitan region for the purposes of engaging in visible, enthusiastic support of Team USA;

E. To provide a means for members to actively participate in supporting and promoting the game of soccer at the grassroots level in the New York/New Jersey metropolitan region, including, without limitation, by organizing and conducting social and recreational gatherings of members before, during and after home matches of the Amateur Club(s).

F. To engage in other activities for the recreation of the members that are consistent with the general purposes set forth above.





Viking Army shall be a member organization. Membership in the Corporation shall be open to all individuals, who:

1. Apply for membership on a form approved by the Board of Trustees;

2. Support the purposes and goals of the Corporation, and agree to abide by the Bylaws of the Corporation, as may be amended from time to time;

3. Pledge their support of the Pro Club, before the Board of Trustees or its designated committee, in a manner prescribed by the Board of Trustees. 

All membership applications shall be considered by the Board of Trustees and shall require a majority vote for approval



The membership of the Corporation shall be divided into three classes: voting members, associate members and honorary members. Notwithstanding the distinctions between these classes as described below, all members of the Corporation shall be entitled to participate in the social and recreational activities of the Corporation.


Voting members 18 YEARS OF AGE AND OVER shall pay annual dues prescribed by the Board.

Voting members shall be the only class of membership possessing the voting rights

described herein, and eligible to hold the positions of Trustee, officer or committee


Junior members UNDER THE AGE OF 18 shall pay annual dues. Junior members shall not have any voting rights, and shall not be eligible to participate in the governance of the Corporation.

Honorary members are individuals who have contributed outstanding services to the Corporation. Honorary membership may be conferred upon individuals exclusively by the Board of Trustees. Honorary members shall not be subject to any annual dues, nor shall they have any voting rights or be eligible to participate in the governance of the Corporation.



All Voting Members shall pay annual membership dues to the Corporation in such amounts and in such manner as the Board of Trustees determines from time to time. 



No member of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation’s assets for payment.



Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of any unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board of Trustees, as described in Section 3.6 below.



The membership of each member of the Corporation will terminate upon the member’s death, resignation, expulsion, or failure to pay dues as next described.

A. Unless otherwise determined by the Board of Trustees, each member's membership will immediately terminate if his or her membership dues have not been paid.

B. Any member may be suspended or expelled from membership with or without cause upon the affirmative vote of at least two-thirds (2/3rds) of all the Trustees if, in the discretion of the Board as indicated by such vote, such suspension or expulsion would be in the best interests of the Corporation. Nothing in these Bylaws shall be construed as granting to any member a continued membership or expectation of membership in the Corporation. Members terminated as a result of expulsion may not renew their membership in the Corporation without obtaining the affirmative vote of at least two-thirds (2/3rds) of all the Trustees.



Members shall have no interest in the property, assets or privileges of the Corporation. Cessation of membership shall operate as a release and assignment to the Corporation of all right, title and interest of any member, but shall not affect any indebtedness of the Corporation to such member.





The annual meeting of the Voting Members for the election of Trustees and other such business as may properly come before such meeting shall be held once each year within the United States at a place and time to be selected by the Board of Trustees. A minimum of ten (10) days’ and maximum of fifty (50) days’ written notice of such meeting shall be given each Voting Member in good standing at the Voting Member’s last known email address.



Special meetings of the Voting Members may be called by the President of the Board of Trustees or by resolution of the Board of Trustees. A minimum of five (5) days’ and maximum of sixty (60) days’ written notice of such special meetings, stating the objectives thereof, shall be given each Voting Member at the Voting Member’s last known mailing address.



A quorum for voting purposes at any meeting of the Voting Members shall consist of twenty (20) members. In case a quorum shall not be present at any meeting, however, a majority of the Voting Members present may adjourn the meeting to some future time and place. No notice of the time and place of the adjourned meeting need be given other than by announcement at the meeting. Only those Voting Members who, if present at the original meeting, or would have been entitled to vote thereat, shall be entitled to vote at any such adjourned meeting. The date for determining the Voting Members of the Corporation with regard to any meeting of the Voting Members shall be the 30th day prior to the date of the meeting.



All issues to be voted on by the Voting Members shall be decided by a simple majority of Voting Members present at the meeting at which the vote takes place. Each Voting Member in good standing shall be entitled to cast one vote.

A. Emailed Ballot. If the Board of Trustees deems it appropriate, any matter that might be determined at any meeting of the Voting Members may be determined by use of an emailed ballot to the Voting Members, which may include a provision for proxy voting. The notice of the annual meeting shall include a ballot form whereby Voting Members may vote for the nominated Trustees.



The Board of Trustees in advance of any meeting of the Voting Members may appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If inspectors are not appointed, the person presiding at a meeting of the the Voting Members may and, at the request of any member entitled to vote thereat, shall appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the

vacancy may be filled by the Board of Trustees in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting

with strict impartiality and according to the best of his or her ability, and the oaths so taken shall be signed by the inspector before the person presiding at the meeting and shall be filed with the Secretary. No candidate for Trustee shall act as inspector at that meeting.




5.1 Governance and Membership.

The governance, control, policies and general management of the affairs, funds and property of the Corporation shall, except as otherwise provided by law or these Bylaws, be vested in the Board of Trustees (“the Board”), which shall consist of no less than five (5) Trustees and no more than nine (9) Trustees, as to Board may determine by resolution. The Board shall receive no compensation, and shall not be comprised of any person holding an elected public office.

A. Initial Board. At its first meeting of 2012, the Board of Trustees shall be comprised of those five (5) individuals selected by the incorporators of the Corporation, to serve staggered terms assigned by the incorporators as follows:


Trustee / Class                           Term Expires as of:

Trustee—1st Class                     2013 Annual meeting

Trustee—2nd Class                    2014 Annual meeting

Trustee—3rd Class                    2015 Annual meeting

Trustee—4th Class                    2016 Annual meeting

Trustee—5th Class                    2017 Annual meeting



Trustees are to be elected by the Voting Members at an annual meeting. To be elected, a Trustee shall receive the affirmative vote of a majority of the votes cast at an election. During the meeting at which the election of Trustees is to be held, the members shall conduct successive votes until the number of Trustees to be elected at the meeting has been elected by such majority vote. 



A. Initial Board. The terms of office of the Trustees of the Initial Board are set forth in Section 5(1)(a) above.

B. Regular Terms. Upon the expiration of any initial term, the successive term, whether for a new or re-appointed Trustee, shall be for a period of two (2) years, unless sooner terminated by death, incapacity, resignation or removal. The term of each Trustee, upon being elected to office, shall begin immediately. All Trustees shall hold office until the expiration of the term for which each was elected, until a successor has been duly elected and qualified, or until the Trustee’s prior resignation or removal as hereinafter provided.

C. Board Expansion. If the Board is expanded to up to nine (9) members, the initial terms of the newly added seat(s) shall be staggered so that, to the extent possible, one-half (1/2) of the Trustees shall be selected each year.



The Board Development Committee of the Corporation, as more fully described in Section 9.4(c) below, shall be responsible for nominating a slate of prospective Trustees representing the Corporation’s diverse constituency. In order to be considered for

nomination by the Board Development Committee, a candidate must be:

(1) a member in good standing of this Corporation for at least two (2) years;

(2) not hold any elected public office;

(3) not be a member of a supporters organization for any other professional soccer club; Unless the other Supporters Organization is for a National Team

(4) not be a member of any other supporters organization that supports any of the Supported Clubs.


The time requirement stated in Item (1) above shall not apply to any Initial Trustee or any nominee for Trustee for the 2013 or 2014 election. Nominations made by the Development Committee for the position of Trustee must be delivered to the Secretary at least Ten (10) days before the annual meeting of the voting members. The Secretary shall attach a list of nominees established by the Board to the notification of the annual meeting of the Voting Members.




Any Trustee may resign from the Board at any time by giving written notice thereof to the Board.


Any Trustee may be removed for cause by a two-thirds (2/3rds) vote of all of the other Trustees then in office. Cause for removal exists (without limiting other causes for removal) whenever a Trustee:

(1) fails to attend three (3) regular meetings of the Board of Trustees in any 12-month period;

(2) is convicted of a felony;

(3) has committed a material breach of his or her fiduciary duty;

(4) has committed an act of moral turpitude;

(5) engages in any conduct which disparages the reputation or standing of the Corporation or any of its Trustees or officers; or

(6) ceases to be a member in good standing of the Corporation, or otherwise fails to be eligible for the position of Trustee while in office as a Trustee.



Any vacancy occurring on the Board of Trustees, including those created by an authorized increase in the number of Trustees, may be filled by a vote of the majority of the remaining Trustees. A Trustee so chosen shall serve for the balance of the calendar year, not the balance of the unexpired term. If the Board of Trustees accepts the resignation of a Trustee, tendered to take effect at a future time, the Board may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning Trustee. However, the Board may leave unfilled, until the next election, all vacancies occurring on the Board for seats with remaining terms of less than three (3) months. 



The Board of Trustees shall meet at least three (3) times each year. Other meetings may be called at the discretion of the President or by a joint request of any three (3) Trustees. A minimum of ten (10) days’ written notice shall be given all Trustees at their last known email address. The Board shall conduct its business in a manner judged expedient by the President.


A quorum for voting purposes shall consist of one-half of the members of the Board of Trustees. The act of the majority of the Trustees at a meeting at which a quorum is present shall be the act thereof, except that the act of two-thirds (2/3rds) of the Trustees at a meeting when a quorum is present shall be required with respect to any amendment to these Bylaws or the Certificate of Incorporation.


Notice of a meeting need not be given to any Trustee who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such Trustee of such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed thirty days in any one adjournment.


The Board or a committee of the Board may participate in a meeting of the Board or such committee by means of a telephone conference call or other means of communication by which all persons participating in the meeting are able to hear each other.



The members of the Board or a committee of the Board may take action without a meeting if, prior or subsequent to such action, each Trustee or committee member shall consent in writing to such action. Such written unanimous consent shall be filed with the minutes of the next successive meeting.



No Trustee or officer of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation’s assets for payment. Further, neither any officer, the Board nor any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.






The Board of Trustees shall appoint Trustees to serve as President, Secretary and Treasurer, and may appoint Trustees to serve as such other officers as the Board may determine. Officers shall be appointed to a one-year term of office.



The resignation of any officer shall be tendered in writing to any other officer and shall be effective as of the date stated in the resignation. Any officer may be removed during their term by majority vote of the Board of Trustees whenever, in their judgment, removal would serve the best interests of the Corporation. Vacancies of office occurring among the officers because of death, dismissal or resignation shall be filled for the expiration of the term by appointment of the Board of Trustees.



The President shall be the chief executive and operating officer of the Corporation and, subject to the policies and instructions established by the Board of Trustees, shall have general charge of the business affairs and property of the Corporation. The President shall preside at all meetings of the Board of Trustees. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws or the Board of Trustees.



The Secretary of the Corporation shall keep a record of all official proceedings of the Corporation, of the Board, and of all committees (as complied by committee secretaries), and same shall be available to all members of the Board. The Secretary shall send notices of all meetings, conduct and preserve all correspondence relating to the Corporation. The Secretary shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board of Trustees, or the President.



The Treasure shall make a report at each meeting of the Board of Trustees. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to the Trustees and members of the Corporation. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board of Trustees, or the President.



To maintain Corporation continuity, officers whose terms of office have expired shall assure the orderly transition of authority to their successors before being relieved of their responsibilities.






Notwithstanding any other provision of these Bylaws, the Corporation, nor any of its members, Trustees, officers, employees or representatives shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(C)(7) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.



During the operation of the Corporation, funds and property of the Corporation shall be irrevocably dedicated to its purposes. No trustee, officer or employee or member of a committee of or person connected with the Corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes, as shall be fixed by the Board of Trustees.



In the conduct of all aspects of its activities, the Corporation shall not discriminate on the grounds of race, color, national origin or gender.



A conflict of interest occurs when a person under a duty to promote the interests of the Corporation (a “fiduciary”) is in a position to promote a competing interest instead, including, but not limited to instances in which a fiduciary has a personal interest in a vendor of goods or services to the Corporation. Fiduciaries include all Trustees, officers, members and employees of the Corporation, including members of any Corporation committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Corporation and work to the detriment of the Corporation.


All conflicts of interest must be disclosed to the Board of Trustees. After disclosure is made, the individual with a conflicting interest must not participate in judging the merits of that interest. That is, such individual must abstain from voting on, or recommending a course of action with respect to, the situation giving rise to the conflict. When these are done, the conflict of interest has been properly discharged.


The Corporation, through the Board of Trustees, shall encourage all fiduciaries to prevent conflicts of interest where possible. Fiduciaries should refuse to enter into self-dealing relationships with the Corporation as a vendor. Fiduciaries should not accept anything but gifts of insubstantial value from vendors.



The Corporation shall not be a voluntary party in any litigation without the prior written approval of the Board of Trustees.





The title to all property of the Corporation, both real and personal, shall be vested in the Corporation. No Trustee, officer or employee or member of a committee of, or other person connected with, the Corporation shall be entitled to any interest in such property, or be entitled to personal or private use of same.



The Corporation may establish one or more checking accounts, savings accounts or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Board of Trustees to hold, manage or disburse any funds for Corporation purposes. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s) or agent(s) of the Corporation, and in such manner, as is determined by the Board of Trustees from time to time.



The Board of Trustees may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to a specific instance. Unless so authorized by the Board of Trustees, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it pecuniarily liable for any purpose or to any amount. When the execution of any contract or other instrument has been authorized by the Board of Trustees without specification of the executing officer, the President, either alone or with the Secretary or any Assistant Secretary, may execute the same in the name of, and on behalf of, the Corporation, and any such officer may affix the corporate seal (if any) of the Corporation thereto.



The Board may from time to time appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the Corporation's purposes. The Board is authorized to employ such persons, including an executive officer, attorneys, accountants, agents and assistants as in its opinion are needed for the administration of the Corporation and to pay reasonable compensation for services and expenses thereof.



An independent auditor appointed or approved by the Board shall at such time as the Board determines prepare for the Corporation as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to or for which funds were used or distributed, and such other additional reports or information as may be ordered from time to time by the Board. The auditor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Corporation. The auditor's charges and expenses shall be proper expenses of administration.



Unless authorized by the Board of Trustees, no debt shall be incurred by the Corporation beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Corporation.



Upon the dissolution or winding up of the Corporation, or in the event it shall cease to engage in carrying out the purposes and goals set forth in these Bylaws, all of the business, properties, assets and income of the Corporation remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, association, or corporation which is organized and operated exclusively for tax exempt purposes which are reasonably related to the purposes and goals of this Corporation, as may be determined by the Board of Trustees in its sole discretion, and which has established its tax exempt status under §501(c)(7) of the Internal Revenue Code of 1986, as amended. In the event of such beneficiaries being unqualified, unable or unwilling to accept the assets, these assets shall be distributed otherwise for purposes specified in section 501(C)(7) of the Internal Revenue Service Code. In any event, no trustee, officer or employee or member of a committee of, or other person connected with, the Corporation shall be entitled to share in the distribution of any of the Corporation’s assets upon its dissolution.



The fiscal year of the Corporation shall begin the following Tuesday after THE MLS CUP.






The Corporation shall have the standing committees described below and such other standing or special committees as may be deemed necessary by the Board with such duties and responsibilities as it shall designate, which committees shall be comprised of Trustees and Voting Members. The Board of Trustees or the President may refer to the proper committee any matter affecting the Corporation or any operations needing study, recommendation, or action. A majority of each committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting in which a quorum is present shall be the act of such committee.


With respect to committees of the Corporation, the President, with the approval of the Board of Trustees, may:

(1) Fill any vacancy in such committee;

(2) Appoint one or more persons to serve as alternate members of any such committee, to act in the absence or disability of members of any committee with all the powers of such absent or disabled members of a committee;

(3) Abolish any such committee; and

(4) Remove any members of such committees at any time with or without cause.



Except in cases where these Bylaws or the Board of Trustees has by written resolution provided otherwise, the function of any committee is as an advisory group to the Board of Trustees. No member of any committee, without the prior written consent of the Board of Trustees, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Corporation or its Board of Trustees in any way or by any means. All such powers are expressly reserved to the Board of Trustees and the officers of the Corporation.



The Board, acting upon the recommendation of the President, shall appoint Trustees and Voting Members to serve as the members of such committees. With the exception of the Executive Committee and the Finance Committee, the Board shall also select a Trustee to serve as the Chairperson of each committee. The President shall be the Chairperson of the Executive Committee and shall be an ex-officio member of every other committee. Every committee shall consist of at least two (2) persons, exclusive of the President. Committee members shall be appointed for one-year terms. The Chairman of each Committee shall appoint a Committee Secretary and assign duties to Committee members.



In addition to other committees the Board may establish from time to time, the following will be standing committees of the Corporation:


The Executive Committee shall, in intervals between meetings of the Board of Trustees, have general control of the affairs of the Corporation, but nothing herein shall be construed to allow the Executive Committee to act to the exclusion of, or contrary to, the expressed direction of the Board of Trustees. The President shall be the Chair of the Executive Committee.


The Finance Committee shall consist of two (2) members of the Board of Trustees and such other persons as may have been appointed by the President, subject to the approval of the Board of Trustees. The Treasurer shall be the Chairperson of the Finance Committee. The Finance Committee shall in general be responsible to oversee the preparation of all statements, reports, returns and audits of the Corporation’s finances, and to oversee the investment of the various funds of the Corporation. The Finance Committee shall also submit recommendations to the Board for the selection of auditors, accountants and investment managers.


The Events Committee shall be responsible for developing, planning, promoting and coordinating Board-approved events and activities for the members.


The Nominations Committee shall be responsible for submitting and recommending to the Board of Trustees the names of persons with appropriate skills and good reputation to serve as Trustees, officers and committee members of the Corporation. In so doing, the Nominations Committee shall attempt to reflect the diversity of the Corporation’s membership.


The Membership Committee shall be responsible for recruiting new members, including by conducting an annual membership drive. This committee shall also recommend to the Board of Trustees the types and amounts of dues for memberships in the Corporation.


The PR and Marketing Committee shall be responsible for maintaining relations with the public and media, promotion of the Corporation, purchasing and sales of Corporation merchandise.

G. Pro Club Relations Committee.

The Pro Club Relations Committee shall be responsible for building and maintaining relationship with the Pro Team and its players.

H. Team USA Relations Committee. The Team USA Relations Committee shall be responsible for building and maintaining relationship with Team USA and its players.

I. Amateur Club(s) Relations Committee. The Amateur Club(s) Committee shall be responsible for building and maintaining relationship with the Amateur Team(s) and its(their) players.

J. Arts and Outreach Committee.

The Arts and Outreach Committee shall be responsible for developing relationships with other soccer supporters groups, composing new songs and chants for the Corporation, and preparing game day tifo displays.

K. Charitable Causes Committee.

The Charitable Causes Committee shall be responsible for finding, reviewing and developing charitable causes opportunities consistent with the purposes of the Corporation and, with prior Board approval, for fundraising amongst the membership of the Corporation in support thereof.

L. Visionary Committee.

A Visionary Committee will work closely with the Board of Trustees to help develop and promote the vision of the Corporation.

M. Viking Army Soccer Team Committee.

Subject to the direction of the Board, the Viking Army Soccer Team Committee shall be responsible for forming and operating a soccer team comprised of Voting Members to play in local leagues.

N. Road Trip Committee.

The Road Trip Committee shall be in charge shall be responsible for organizing and running Corporation road trips to away games of the Pro Club.



Chapters of the Corporation, dubbed “Outposts” (or such other name as the Board may determine), may be established pursuant to procedures to be established by the Board of Trustees and to further the purposes of the Corporation.






The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Trustee, officer or agent of the Corporation. Indemnity by the Corporation shall include expenses, costs, disbursements (including attorneys fees), judgments, fines and amounts actually and reasonably incurred by him or her in good faith and in connection with such action, suit or proceeding provided such person acted in a manner he or she generally believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order settlement, conviction or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not meet the applicable standard of conduct. Such indemnification shall be to the fullest extent permitted by N.J.S.A. 15A:3-4.



The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Trustee, officer or agent of the Corporation against expenses (including attorneys’ fees), actually or reasonably incurred by him or her in connection with the defense or settlement of such action or suit provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; and further provided that no indemnification shall be made in respect of any claim,

issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless and only to the extent that the New Jersey Superior Court, or the court in which such action or suit was brought,

shall determine upon application that, despite the adjudication or liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the New Jersey Superior Court or such other court shall deem proper.



To the extent that a person who is or was a Trustee, officer or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 10.1 or Section 10.2 above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him or her in connection with such defense.



Any indemnification under Section 10.1 or Section 10.2 above (unless order by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Trustee, officer or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 10.1 and 10.2. Such determination shall be made (a) by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable or if a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.



Expenses incurred by any person who may have a right of indemnification under this Article 10 in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the specific case in the same manner as a determination that indemnification is proper under Section 10.4 above upon receipt of an agreement by or on behalf of the Trustee, officer or agent to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation pursuant to this Article 10.



The indemnification provided by this Article 10 shall not exclude any other rights to which those seeking indemnification may otherwise be entitled. The indemnification rights provided under this Article 10 shall continue as to a person who has administrators of such a person.



The Corporation may purchase and maintain insurance on behalf of any

person who is or was a Trustee, officer, or agent of the Corporation against any liability asserted

against him or her and incurred by him or her in any such capacity, whether or not the

Corporation would have the power to indemnify him or her against such liability under the

provisions of this Section or otherwise.



The invalidity or unenforceability of any provision of this Article 10 shall not affect the validity or enforceability of the remaining provisions of this Article 10.



No amendment or repeal of this Article shall apply to or have any effect on any Trustee, officer, employee, or agent of the Corporation for or with respect to any acts or omissions of the Trustee, officer, employee, or agent occurring before the amendment or repeal.



The rights to indemnification set forth in this Article are expressly conditioned upon such rights not violating the Corporation’s status as a tax exempt organization described in §501(c) of the Internal Revenue Code of 1986, as amended.






Amendments to the Bylaws may be adopted either at meeting of the Board of Trustees by two-thirds vote, provided that notice of the meeting thirty (30) day in advance shall have contained the proposed amendment in full, or by a two-thirds vote of the members assembled or voting by proxy at the annual meeting of members provided, that notice of the annual meeting shall have contained the propsed amendment in full. If such action is to be voted on at the annual meeting, members shall receive mailed ballot and/or proxy forms with the notice  of such meeting.  



These Bylaws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the “Act”) and the Certificate of Incorporation as they may be amended from time to time. If any provision in these Bylaws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.



The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal office of the Corporation for the transaction of business, and shall be open to inspection by the members, officers and Trustees at all reasonable times during office hours.



These Bylaws shall become effective upon adoption.