By-Laws

MANHEIM TOWNSHIP GIRLS YOUTH LACROSSE ASSOCIATION
(a Pennsylvania nonprofit corporation)

ARTICLE I
INTRODUCTION
1.1 Name. The name of the corporation shall be Manheim Township Girls Youth
Lacrosse Association (the “Corporation”).
1.2 Status. The Corporation is a non-stock non-profit corporation exempt from federal
income tax under Section 501(c)(3) of the Code.
1.3 Bylaws. These Bylaws constitute the code of rules adopted by the Corporation for the
regulation and management of its affairs.
1.4 Purposes. The Corporation will have the purposes or powers as stated in its Articles
of Incorporation and whatever powers are or may be granted by the Nonprofit Corporation Law of
1988 of the Commonwealth of Pennsylvania (the “NCL”) or any successor legislation.

ARTICLE II
OFFICES AND GENERAL BUSINESS
2.1 Office. The principal office and mailing address of the Corporation in the
Commonwealth of Pennsylvania shall be 22 Brookside Court, Lititz, Pennsylvania 17543. The
Corporation may have such other offices as the Board of Directors may designate or as the business
of the Corporation from time to time may require.
2.2 General Business. The Corporation will conduct and report all business as such
required of a non-profit corporation in the Commonwealth of Pennsylvania.

ARTICLE III
BOARD OF DIRECTORS
3.1 Powers. The powers of the corporation are vested in the Board of Directors, which
shall have charge, control and management of the property, affairs and funds of the Corporation. The
Board of Directors shall have the power and authority to do and perform all acts and functions not
inconsistent with these Bylaws and the laws of the Commonwealth of Pennsylvania.
3.2 Number and Eligibility. There shall be no less than five (5) members of the Board of
Directors (each a “Director” and collectively the “Directors”). All Directors shall be natural persons
of full age. Directors need not be residents of the geographical area of service, but must be interested
in the purposes of the Corporation. 3.3 Tenure. The Directors constituting the first Board of Directors as named by in the
Corporation’s Articles of Incorporation will hold office for a one (1) year term. Thereafter,
successive terms shall be for three (3) years.
3.4 Election. The Board of Directors shall be elected by the Directors pursuant to such
nominating and election process as the Board of Directors shall determine.
3.5 Vacancies. Vacancies in the Board of Directors, including those resulting from an
increase in the number of Directors, shall be filled by remaining members of the Board and each
person so elected shall be a Director for the remainder of the term of the Director whose vacancy has
been filled, unless earlier removed.
3.6 Annual Meeting. The Board of Directors shall hold its annual meeting at such time
and at such place as the Board of Directors may determine. Special meetings of the Board may be
called by the President or a majority of Directors. Meetings of the Board of Directors may be held at
such places within the Commonwealth of Pennsylvania or elsewhere as a majority of the Directors
may from time to time direct.
3.7 Special Meetings. Special meetings of the Board of Directors may be called by or at
the request of the President or any two Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without the Commonwealth of
Pennsylvania, as the place for holding any special meeting of the Board of Directors called by them.
3.8 Notice. Notice of all meetings shall be given at least five (5) days before the meeting.
In the case of any meeting of the Board of Directors, neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting, unless specifically required by law or these Bylaws.
3.9 Quorum; Action by Directors. At all meetings of the Board of Directors a majority of
the Directors then in office shall be necessary to constitute a quorum for the transaction of business,
and the acts of a majority of Directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors, except as may otherwise be specifically provided by statute, or by the
Articles of Incorporation, or by these Bylaws.
3.10 Dissent. A Director who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to the action taken unless
his or her dissent is entered in the minutes of the meeting or unless the Director files a written dissent
to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent
in writing to the secretary of the corporation immediately after the adjournment of the meeting. The
right to dissent shall not apply to a Director who voted in favor of the action. Nothing in this section
shall bar a Director from asserting that minutes of the meeting incorrectly omitted his or her dissent
if, promptly upon receipt of a copy of such minutes, the Director notifies the secretary in writing, of
the asserted omission or inaccuracy.
3.11 Removal of Directors. Any Director may be removed, for cause, by vote of two-thirds
of all other Directors on the Board, for cause being as determined in the sole discretion of the Board
of Directors. Any Director may resign as such at any time upon submission of a written resignation
to the Board of Directors or to the President. 3.12 Form of Meetings. Meetings of the Board of Directors shall be presided over by the
President or, if the President is not present, by the Vice-President, or, if neither the President nor the
Vice-President is present, by a Chairman to be chosen at the meeting. The Secretary of the
Corporation shall act as Secretary of every meeting, but if the Secretary is not then present, the
meeting Directors shall choose any person present to act as Secretary of the meeting.

ARTICLE IV
OFFICERS
4.1 Officers. The officers of the Corporation shall be a President, a Treasurer, a Secretary
and such assistant officers as may be elected from time to time by the Board of Directors.
4.2 Election and Term. The President, Treasurer and Secretary shall be elected annually
by the Board of Directors at its annual meeting to serve for one (1) year or until their successors are
duly elected and qualified in accordance with the provisions of this Article. The Board of Directors
may elect or appoint such assistant officers, including one or more Vice-Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers, and may retain such agents and
employees as it shall deem desirable, such persons to have the authority and perform the duties
prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the
same person, except the offices of President and Secretary.
4.3 Vacancy. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the
term. Vacancies in any office may be filled or new assistant offices created and filled at any meeting
of the Board of Directors. Each officer shall hold office until his or her successor shall have been
duly elected and shall have qualified.
4.4 Removal. Any officer elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interests of the Corporation
would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.
4.5 President. The President shall be the principal executive officer of the Corporation
and shall in general supervise and control all of the business and affairs of the Corporation; preside at
all meetings of the Board of Directors; sign, with the Secretary or any other proper officer of the
Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of Directors or by these
Bylaws or by statute to some other officer or agent of the Corporation; and in general perform all
duties incident to the office of President and such other duties as may be prescribed by the Board of
Directors from time to time.
4.6 Vice-President(s). In the absence of the President or in the event of his or her inability
or refusal to act, any Vice-President (or in the event there be more than one Vice-President, the VicePresidents, in the order designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. Any Vice-President shall perform such other
duties as from time to time may be assigned to him or her by the President or by the Board of
Directors.4.7 Treasurer. The Treasurer shall have charge and custody of and be responsible for all
funds of the Corporation; receive and give receipts for moneys due and payable to the Corporation
from any source whatsoever; deposit all such moneys in the name of the Corporation in such banks,
trust companies or other depositories as shall be selected in accordance with the provisions of these
Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned by the President or by the Board of Directors.
4.8 Secretary. The Secretary shall keep the minutes of the meetings of the Board of
Directors in one or more books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate
records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these Bylaws; and in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned by the President or by
the Board of Directors.
4.9 Assistant Officers. The assistant officers shall perform such duties as shall be
assigned to them by the President or by the Board of Directors.
4.10 Bond. If required by the Board of Directors, any officer or assistant officer shall give
a bond for the faithful discharge of his or her duties in such sum and with such surety(ies) as the
Board of Directors shall expressly require.

ARTICLE V
DUES AND FINANCIAL MATTERS
5.1 Dues. The initial fees and dues owed by participants of the Corporation (if any) shall
be determined on an annual basis by the Board of Directors and shall be collected by the Treasurer.
5.2 Contracts. The Board of Directors may authorize any officer or officers, agent or
agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of the Corporation and
such authority may be general or confined to specific instances.
5.3 Authority to Sign Financial Instruments. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of the Corporation,
shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instrument shall be signed by the Treasurer or the
President. Notwithstanding the above, except as otherwise directed by the Board, the President,
Treasurer or Secretary shall be authorized to sign checks issued in the name of the Corporation.
5.4 Deposits. All funds of the Corporation shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies, financial institutions, investments or other
depositories as the Board of Directors may select from time to time.
5.5 Receipt of Additional Funds. The Board of Directors may accept or reject on behalf
of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. The Board of Directors shall set the minimum dollar amount required or
other minimum requirements for a contribution to be acceptable to the Corporation, if any.

ARTICLE VI
BOOKS AND RECORDS
6.1 Books and Records. The Corporation shall keep correct and complete books and
records of account.
6.2 Minutes. The Corporation shall keep minutes of the proceedings of its Board of
Directors.

ARTICLE VII
FISCAL YEAR
7.1 The fiscal year of the Corporation shall end on June 30th each year, or such other day
as the Board of Directors may designate from time to time.

ARTICLE VIII
INDEMNIFICATION/PERSONAL LIABILITY
8.1 Indemnification. Every person who is or shall be or shall have been an officer,
director, employee, agent or other representative of the Corporation, or a personal representative of
any of the aforesaid, shall be indemnified by the Corporation to the fullest extent allowed by law.
8.2 Insurance. The Corporation may purchase and maintain insurance on behalf of the
aforesaid persons to the extent authorized by law.
8.3 Limitation of Director Monetary Liability. A Director of the Corporation shall not
be personally liable, as such, for monetary damages for any action taken, or for any failure to take
any action, unless (1) the Director has breached or failed to perform the duties of his or her office
under Subchapter B (a “Fiduciary Duty”) of Chapter 57 of the NCL and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. This bylaw shall not apply to the
responsibility or liability of a Director pursuant to any criminal statute or to the liability of a Director
for the payment of taxes pursuant to local, state or federal law. No amendment to or repeal of this
bylaw shall apply to or have any effect on the personal liability for monetary damages of any
Director of the corporation for, or with respect to, any act or omission of such Director occurring
prior to such amendment or repeal.

ARTICLE IX
MISCELLANEOUS
9.1 Notice. Whenever any notice whatever is required to be given under the provisions
of the NCL or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation,
a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at
the meeting, except for the stated purpose of objecting to the notice, shall be a waiver of notice.9.2 Written Consent. Notwithstanding anything to the contrary contained in these
Bylaws, any action which may be taken at a meeting of the Board of Directors may be taken without
a meeting, if consent in writing setting forth the action so taken shall be signed by all of the
Directors, and shall be filed with the Secretary of the corporation. Such consent-shall have the same
validity and effect as though taken by unanimous action of the Board of Directors at a meeting
thereof duly called and legally held.
9.3 Meeting Notice. Any notice of a meeting required hereunder shall specify the place,
day and hour of the meeting. Written notice shall be required for any meeting of the Board of
Directors, with written notice including written notice by telefax or other telecommunications system
including electronic mail, if such electronic mail notice is acknowledged, except that oral notice may
also be given in person or by telephone to the person entitled thereto. When written notice is given it
may be given personally or by sending a copy thereof by first class or express mail, postage prepaid,
or by telegram or by telex or TWX or courier service, charges prepaid, or by telecopier or similar
telecommunications system, sent to the address or number appearing on the books of the
Corporation. If notice is sent by mail, telegraph or courier service, it shall be deemed to be given to
the person when deposited with the transmitting agency, and in all other cases shall be deemed given
when transmitted with confirmation of receipt. When a meeting of Directors is adjourned, notice
need not be given of the adjourned meeting, other than by announcement at the meeting at which the
adjournment is given.
9.4 Meeting by Electronic Communication. Use of conference telephone and similar
communications equipment shall be permitted at the discretion of the Board of Directors for any
meeting of the Board and such use shall be deemed to be permitted unless and until the Board shall
have taken affirmative action by majority vote of all Directors to restrict such use. If permitted, any
one or more Directors shall participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in person at the meeting.
9.5 Assent. If minutes of the prior meeting are forwarded to the persons entitled thereto
with notice of the meeting, each Director shall be presumed to have assented to such minutes unless
his or her objection thereto shall be made to the Secretary at or before the meeting to which the
notice applies.
9.6 Neutrality. Reference in these Bylaws to the masculine gender shall include the
feminine and neuter genders, and vice versa, and references to the singular shall include the plural
and vice versa.

ARTICLE X
AMENDMENT
10.1 Amendment. These Bylaws may be altered or amended by a simple majority vote of
the members of the Board of Directors at any regular or special meeting, unless a greater vote is
required by the Articles of Incorporation of the Corporation or by law. If a Bylaw amendment is
proposed for action at a special meeting, notice of that purpose must be included in the meeting
no