1. NAME. The name of the organization shall be “CAPITAL CITY VIPERS YOUTH

HOCKEY CLUB, INC.” (hereinafter the "Club").

2. ADDRESS. The address of the Club shall be c/o Jena Breen, 6216 Edgeware Road,

Mechanicsburg, PA 17050.

3. INCORPORATION. The Club was incorporated on April 30, 2002 under the

Commonwealth of Pennsylvania Nonprofit Corporation Law of 1988, as amended.

4. SEAL. The corporate seal shall have inscribed thereon the name of the Club, the

year of its organization, and the words "Corporate Seal, Pennsylvania".

1. PURPOSE. The Club is organized for the following purposes:

To aid in the development of young people today for the challenges of tomorrow through the

experiences of ice hockey; to encourage the instruction, practice and advancement of its members in

ice hockey; to encourage and cultivate a spirit of fraternal feeling among Hockey Players; to

sponsor, to produce, or cooperate in the production of amateur ice hockey; to develop, promote, and

regulate ice hockey for individuals 18 years of age and under, as identified by USA Hockey, by

organizing local and statewide competitions, promulgating rules, organizing officials, presenting

seminars, distributing a newsletter, and otherwise encouraging growth of the sport and generally to

do and perform such other acts as may be necessary, advisable, proper, or incidental in the

realization of the objects and purposes of this organization; and to carry out the general policies and

objectives of the USA Hockey Association.

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The Club shall be permitted to engage in all other activities permitted under Section

501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or corresponding section

of any future federal tax code, and limited further by the Pennsylvania Nonprofit Corporation Law

of 1988, as amended, and any other applicable law, regulation or statute limiting the lawful activities

of charitable, non-profit corporations in Pennsylvania.

No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its

members of the Board of Directors, the officers or other private persons, except that the Club 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 above. No substantial part of the

activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence

legislation, and the Club shall not participate in, or intervene in (including the publishing or

distribution of statements) any political campaign on behalf of or in opposition to any candidate for

public office. Notwithstanding any other provision of these Articles, the Club shall not carry on any

other activities not permitted to be carried on (a) by a corporation exempt from federal income tax

under Section 501(c)(3) of the Code, or corresponding section of any future federal tax code, or (b)

by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or

corresponding section of any future federal tax code.

Upon the dissolution, winding up of the Club or liquidation of the assets of the Club, the

Board of Directors shall, after payment of all liabilities, distribute all of its assets to a charity

dedicated to charitable purposes which qualifies for and is exempt within the meaning of Section

501(c)(3) of the Code, or corresponding section of any future federal tax code. Any such assets not

disposed of as aforesaid shall be disposed of by the Court in the county in which the principal office

of the Club is then located, to such charitable organization as said Court shall determine, which is

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organized and operated exclusively for charitable, educational, religious, or scientific purposes and

which qualifies for and is exempt under Section 501(c)(3) of the Code, or corresponding section of

any future federal tax code.

1. BOARD OF DIRECTORS. The Board of Directors (“Board”) of the Club shall

consist of ten (10) members. Positions will be: President, Vice President of Hockey Affairs, Vice

President of Administration, Secretary, Treasurer, Registrar, Scheduler, Chief of Coaches, Delaware

Valley Hockey League (“DVHL”) Representative and Marketing/Merchandising Director. The

President and Secretary shall be natural persons of full age; the Treasurer, however, may be a

corporation, but if a natural person, shall be of full age. Such other officers and assistant officers may

be added as the needs of the Club may require.

2. TERM. The term of each Director shall be two years and each Director may serve

three successive terms. At-Large Members, if added as the Club would require, shall serve for a one

year term and may serve two successive terms. To provide for the staggering of terms, the initial

terms of the Board of Directors shall end as follows: President – 2009; Vice President of Hockey –

2008; Vice President of Administration – 2009; Secretary – 2008; Treasurer – 2009; Registrar –

2008; Scheduler – 2008; Chief of Coaches – 2009; DVHL Representative – 2008;

Marketing/Merchandising – 2009.

3. FILLING VACANCIES. If a Director terminates his/her service to the Board before

the end of his/her term, the position will be filled for the unexpired remainder of the term by a vote

of the Board of Directors.

4. ELECTION METHOD. When a Director’s term is scheduled to expire, the

President shall, at least six (6) weeks prior to the date of the Annual Spring Meeting, appoint a

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Nominating Committee consisting of three (3) persons, who shall be approved by the Board of

Directors. The Nominating Committee shall select candidates for positions, which are expiring that

year. The Nominating Committee shall obtain an agreement to serve if elected from each candidate.

The nominations shall be submitted to the membership in writing by the Secretary of the club not

less than three (3) weeks prior to the Annual Spring Meeting of the Club.

Any five (5) members of the Board of Directors in good standing may nominate other

candidates for any office by submitting in writing the names of such other candidates, the office for

which they are being nominated, and an agreement to serve if elected for each candidate, to the

Secretary of the Club at least two (2) weeks prior to the Annual Spring Meeting. The Secretary shall

mail a notice of these additional nominations to each member at least one (1) week prior to the

Annual Spring Meeting.

No candidate shall be elected to any office unless the candidate has been nominated as

herein provided.

1. PRESIDENT. The President shall take charge of the Club, shall preside at all

meetings of the Club and of the Board of Directors. The President shall have the entire supervision

and management of the Club and its property pending the action of the Board of Directors; the

power to suspend any member for violating the Bylaws or Regulations of the Club, pending the

approval of the Board of Directors; and to call special Board of Directors meetings and Club

meetings.

The duties of the President will include such other duties as are specified in the position

specification for this office, as approved by the Board of Directors.

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The President, together with the Secretary, shall sign all agreements and contracts made by

the Club upon approval of the Board of Directors.

The President, together with the Treasurer, shall be a signatory on all accounts of the Club.

2. VICE PRESIDENT OF HOCKEY. The Vice President of Hockey shall have the

duty to assist the President in the discharge of the President's duties, and in the President's absence,

the Vice President of Hockey shall assume the duties of that office and officiate in the President's

stead.

Such other duties and responsibilities of the Vice President of Hockey shall be designated in

the position specifications for the office of Vice President of Hockey, as approved by the Board of

Directors. These specifications will include, but not be limited to, leading the Disciplinary

Committee and addressing concerns and/or complaints of parents, players and coaches.

3. VICE PRESIDENT OF ADMINISTRATION. The Vice President of

Administration shall have the duties designated in the position specifications, as approved by the

Board of Directors including, but not limited to, maintaining paperwork and dealing with

administrative matters of the Club.

4. TREASURER. The Treasurer shall have charge of the funds of the Club and shall

keep a record of all receipts and disbursements and shall render a written report when requested by

the President or Board of Directors. Disbursements which are related to the work of a Committee

Chairman shall only be made when verified and approved by the Committee Chairman concerned.

The Board of Directors shall have the power whenever they deem it necessary to appoint an acting

Treasurer. The funds shall be deposited in the name of the Club in a bank approved by the Board of

Directors or in securities approved by the Board of Directors. The Treasurer shall render a full

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financial report of the accounts of the Club at the Annual Spring Meeting and permit examination at

any time by the Board of Directors of all records pertaining to the office of Treasurer.

The Treasurer shall promptly turn over to his successor all of his records after being audited.

His accounts shall be audited by the Auditing Committee appointed by the President and approved

by the Board of Directors.

The Treasurer shall maintain all accounts.

The Treasurer, together with the President, shall be signatories on all accounts of the Club.

Such other duties as assigned to the Treasurer by the President and approved by the Board of

Directors will be included in the position specification prepared for this office as approved by the

Board of Directors.

5. SECRETARY. The Secretary shall be responsible for keeping the minutes of all

meetings of the Club and of the Board of Directors; shall supervise all reports and documents

connected with the business of the Club, including official copies of by-laws and policies; shall

supervise the keeping of a membership roll which shall include the names of each active member,

the dates of election for each member, and the names of all deceased, suspended or expelled

members. The membership roll shall reflect the status of all members payment of dues as reported

by the Treasurer.

The Secretary shall supervise the correspondence of the Club, prepare and issue notices of all

meetings of the Club and Board of Directors. Such other duties as assigned to the Secretary by the

President and approved by the Board of Directors will be included in the position specification

prepared for this office as approved by the Board of Directors.

6. REGISTRAR. The Registrar will be responsible for ensuring that the registrations of

all players and coaches are current and valid. Additionally, the Registrar will be responsible for

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ensuring that all registrations with the DVHL and USA Hockey are current and valid. The registrar

will communicate regularly with all team managers/representatives

7. SCHEDULER. The Scheduler will be responsible for ensuring that all hockey

games and practices for all teams are scheduled. The Scheduler also will be responsible for ensuring

that all schedules are distributed to the teams.

8. CHIEF OF COACHES. The Chief of Coaches will be responsible for ensuring the

development and implementation of drills for all teams. The Chief of Coaches also will be

responsible for ensuring that all coaches follow the practice regiment and the Chief of Coaches also

will be responsible for the recommendation of coaches and the evaluation process.

9. DVHL REPRESENTATIVE. The DVHL Representative will be responsible for

acting as the Club’s liaison and representative with the DVHL. The DVHL Representative will

attend DVHL meetings and report back to the Board of Directors of the Club.

10. MARKETING/MERCHANDISING DIRECTOR. The Marketing/Merchandising

Director shall be responsible for the purchase of Club items, including Jerseys, socks, practice

jerseys and other merchandise as the Club would require. The Marketing/Merchandising Director

will procure advertising and print collateral as the Club would request and require. The

Marketing/Merchandising Director will procure a minimum of three (3) bids on any purchases over

$500 and present all findings before the Board.

1. MEETING. The Board of Directors shall meet at least ten (10) times/year. The date

of such meetings shall be stated by the President, or in the absence of the President, by the Vice

President of Hockey.

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Any four (4) members of the Board of Directors may call a Board meeting upon written

notice to all of the members of the Board of Directors at least three (3) days prior to the meeting.

The notice shall state the date of the meeting, the purpose for which the meeting is being called and

the names of the four (4) members requesting the meeting.

2. QUORUM. Since the membership of the Board of Directors may vary in numbers,

fifty percent (50%) of the current membership of the Board of Directors hall constitute a quorum.

3. AUTHORITY. The Board of Directors shall have entire authority in the

management of the affairs and finances of the Club and shall have general control of all of the Club's

property. All rights and powers connected therein shall be vested in the Board of Directors.

4. RULES. The Board of Directors shall make such rules as it deems proper respecting

the use of the Club's property; prescribe rules for the admission of visitors; fix penalties for offenses

against the rules; and make rules for its own government and for the government of the committees

appointed by it. The Board of Directors shall approve all position specifications for each of the

officers and Committee Chairpersons, which shall be binding upon the occupants of each position.

5. APPROPRIATIONS. All appropriations from the funds of the Club shall be made

by the Board of Directors, including approval of the budgets submitted by the various Committee

Chairpersons governing their operations for the current skating year. Special appropriations not

included in such budgets must receive the approval of the Board of Directors before being made.

6. AUDITS. The President shall appoint an Audit Committee of no less than two (2)

persons, approved by the Board of Directors, who shall audit the records of the Treasurer of the Club

annually.

7. INDEBTEDNESS. The Board of Directors shall have the power to limit the

indebtedness of a member of the Club to the Club.

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8. SUSPENSION OR EXPULSION. The Board of Directors shall have the power to

suspend or expel any member for violations of the Bylaws or for conduct which it shall deem

improper, but no member shall be expelled or suspended for longer than thirty (30) days without a

hearing.

9. MEMBERSHIP READMISSION. The Board of Directors may at a regular meeting

readmit to membership, any former member whose registration had been fully accepted. Such

readmission must be by ballot or show of hands and two (2) negative votes shall constitute a

rejection. No rejected candidate shall be again proposed for reinstatement within six (6) months

after rejection.

10. MEMBERSHIP REMOVAL AND REINSTATEMENT. The Board of Directors

may, as hereinbefore provided, remove from the roll of membership any delinquent members and

may also reinstate such members as hereinbefore provided.

11. STANDING COMMITTEES. The Board of Directors shall approve the

Chairperson of all standing committees as appointed by the President and shall exercise full

authority over such committees except as hereinafter provided and shall approve the establishment

of such other committees as shall seem necessary to it.

12. USA HOCKEY AND THE DVHL. The Board of Directors shall appoint from

among its eligible registered members, a number of representatives to USA Hockey and the

Delaware Valley Hockey League (“DVHL”) as set forth in the By-laws of either USA Hockey or the

DVHL. The Representative or Representatives shall be the representative(s) between the Club and

USA Hockey and/or the DVHL and shall attend the appropriate meetings, either in person or by

proxy. The Club shall notify USA Hockey and/or the DVHL of such Representative or

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Representatives. The Board of Directors may as it sees fit, pay the travelling expenses in whole or

part of the Representative or Representatives to the USA Hockey and/or DVHL meetings.

13. CLERICAL ASSISTANCE. The Board of Directors shall have the authority to

make, in its discretion, appropriations for clerical assistance to the Secretary and/or Treasurer.

14. EXPENDITURES AND REVENUE. The Board of Directors shall prepare and

submit to the Annual Spring Meeting a program of anticipated expenditures for the coming year,

together with proposals of sources of revenue to meet said anticipated expenditures.

15. DIRECTOR LIMITATION. All members of the Board of Directors must be at least

eighteen (18) years of age. The office of a member of the Board of Directors shall be ipso facto

vacated if the Director:

(a) Is found to be of unsound mind;

(b) Is convicted of a criminal offense;

(c) Is guilty of malfeasance or misfeasance of office as to his/her Club position;

(d) Resigns his/her office by written notice.

16. A member of the Board of Directors shall not be personally liable for monetary

damages as such for any action taken, or any failure to take any action, unless: (1) the Director has

breached or failed to perform the duties of his/her office in good faith, in a manner he/she reasonably

believes to be in the best interests of the Club, and with such care, including reasonable inquiry, skill

and diligence, as a person of ordinary prudence would use under similar circumstances; and (2) the

breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The

provisions of this Section 16 shall not apply to the responsibility or liability of a Director pursuant to

any criminal statute or for the payment of taxes pursuant to local, state or federal law.

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1. COMMITTEES. The Board of Directors may establish committees as it deems

necessary. The Chairpersons of all committees shall be appointed annually by the President and

approved by the Board of Directors at its regular meeting after the election at the Annual Spring

Meeting, or as soon thereafter as deemed practical by the Board of Directors.

2. COMMITTEE DUTIES. The duties, responsibilities and authority of the Standing

Committees will be designated in the position specifications prepared for the Chairperson of each

Committee and approved by the Board of Directors. These position specifications shall be binding

upon the Chairpersons and their acceptance of the appointment shall denote their acceptance of these

duties and responsibilities and their agreement to live by and within them. Any deviations from the

duties and responsibilities must receive the approval of the President and the Board of Directors

prior to becoming effective.

1. GEOGRAPHICAL SCOPE. There shall be no limitation on membership from the

standpoint of residence.

2. CLASSES OF MEMBERSHIP. The membership shall consist of Player Members;

Parent Members; Coach Members; Sponsor Members.

3. PLAYER MEMBERSHIPS. Player membership in the Club is open to persons who

wish to play ice hockey and who are amateurs as defined by the rules of USA Hockey.

4. PARENT MEMBERSHIPS. Parent membership in the Club is open to the parents

of Player Members.

5. COACH MEMBERSHIPS. Coach membership in the Club is open to those persons

who coach the ice hockey players who are not otherwise Parent Members.

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6. SPONSOR MEMBERSHIPS. Sponsor membership in the Club is open to those

who contribute money to the Club but who are not otherwise Player Members; Parent Members; or

Coach Members.

1. TIME. There shall be at least one Annual Stated Club membership meeting each

year. This meeting is to be held in the spring no later than one month after the last skating session.

2. SPECIAL MEETINGS. The Secretary shall call special meetings at the direction of

the President, or upon the written request of five (5) Club members in good standing.

3. NOTICES. Notices of the Annual Spring Meeting and special meetings shall be

mailed by the Secretary to every member at least ten (10) days prior thereto, and shall be posted by

the Secretary for the same length of time on the Club bulletin board.

4. SPECIAL MEETING LIMITATIONS. No business shall be transacted at any

special meeting except that which was given by written notice.

1. COMPLIANCE. The Board of Directors is responsible for maintaining compliance

with the laws and rules of the Club on the part of all members. The Board of Directors has the

power to remove from membership any member not acting in the best interests of the Club, acting in

detriment of the Club and its members. Before taking such action, the Board of Directors will give

the offending member or members a hearing. All complaints must be lodged through the Chair of

the Discipline Committee.

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1. AMENDMENTS. Proposed changes to the Bylaws of the Club shall be prepared by

a committee appointed by the President for that purpose. Said proposed changes shall be submitted

to the Board of Directors for its approval.

1. RECORDS. The Club shall keep an original or duplicate record of the proceedings

of the Board of Directors, the original or a copy of its Bylaws, including all amendments thereto to

date, certified by the Secretary of the Club. The Club shall also keep appropriate, complete and

accurate books or records of account. The records provided for herein shall be kept at either the

registered office of the Club in this Commonwealth, or at its principal place of business wherever

situated.

2. EXAMINATION. Every member of the Board of Directors and every other

Member of the Club shall, upon written demand under oath stating the purpose thereof, have a right

to examine, in person or by agent or attorney, during the usual hours of business for any proper

purpose, books and records of account, and records of the proceedings of the Board of Directors, and

to make copies or extracts therefrom. A reasonable charge may be made by the Club at currently set

charges for any such copy requests, payable at the time copies are delivered. A proper purpose shall

mean a purpose reasonably related to the interest of such person as a member of the Board of

Directors. In every instance where an attorney or other agent shall be the person who seeks the right

to inspection, the demand under oath shall be accompanied by a power of attorney or such other

writing which authorizes the attorney or other agent to so act on behalf of the member of the Board

of Directors. The demand under oath shall be directed to the Club at its registered office in this

Commonwealth or at its principal place of business wherever situated.

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1. PURCHASES. The Club shall make no purchase of real property nor sell, mortgage,

lease away or otherwise dispose of its real property, unless authorized by a vote of two-thirds (2/3)

of the members in office of the Board of Directors except whenever there are twenty-one (21) or

more members of the Board of Directors in office, the vote of a majority of the members shall be

sufficient. If the real property is subject to a trust the conveyance away shall be free of trust and the

trust shall be impinged upon the proceeds of such conveyance.

2. INCIDENTAL PROFIT. Whenever the lawful activities of the Club involve among

other things the charging of fees or prices for its services, it shall have the right to receive such

income and, in so doing, may make an incidental profit. All such incidental profits shall be applied

to the maintenance and operation of the lawful activities of the Club, and in no case shall be divided

or distributed in any manner whatsoever among the members of the Board of Directors or the

officers of the Club or any private individual. No part of the net earnings of the Club or donations

received by the Club shall be distributed to or inure to the benefit of any member of the Board of

Directors or any officer of the Club or any private individual.

3. SIGNATURES. All checks or demands for money, notes, contracts, deeds,

mortgages, obligations, documents and instruments of the Club whether or not requiring a seal shall

be signed by such officer or officers as the Board of Directors may from time to time designate.

4. POLITICAL CAMPAIGNS. The Club shall not participate or intervene in

(including the publication or distribution of statements) any political campaigns on behalf of any

candidate for political office, nor shall the Club carry on propaganda or otherwise attempt to

influence legislation.

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1. ANNUAL REPORT. The Treasurer shall present annually to the Board of Directors

a report showing in appropriate detail the following:

(a) The assets and liabilities, including the trust funds, of the Club as of the end of the

fiscal year immediately preceding the date of the report.

(b) The principal changes in assets and liabilities including trust funds, during the year

immediately preceding the date of the report.

(c) The revenue or receipts of the Club, both unrestricted and restricted to particular

purposes, for the year immediately preceding the date of the report, including separate data with

respect to each trust fund held by or for the Club.

(d) The expenses or disbursements of the Club, for both general and restricted purposes,

during the year immediately preceding the date of the report, including separate data with respect to

each trust fund held by or for the Club. This report shall be filed with the minutes of the annual

meeting of the Board of Directors.

1. MEETING NOTICES. Whenever written notice is required to be given to any

person, it may be given to such person, either personally or by sending a copy thereof by first class

mail, postage prepaid, or by telegram, charges prepaid, to his/her address appearing on the books of

the Club, or supplied by him/her to the Club for the purpose of notice. If the notice is sent by mail or

by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in

the United States mail or with a telegraph office for transmission to such person. A notice of

meeting shall specify the place, day and hour of the meeting and any other information required by

statute or the Bylaws. When a special meeting is adjourned it shall not be necessary to give any

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notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other

than by announcement at the meeting at which such adjournment is taken.

2. Whenever any written notice is required to be given under the provisions of the

statute or by the Articles of Incorporation, or the Bylaws of this Club, 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, except as otherwise required by

statute, neither the business to be transacted at nor the purpose of a meeting need be specified in the

waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of

notice of such meeting, except where a person attends a meeting for the express purpose of

objecting, at the beginning of the meeting, to the transaction of any business because the meeting

was not lawfully called or convened.

1. DISSOLUTION. In the event of dissolution, winding up or liquidation of the assets

of the Club, the Board of Directors shall, after payment of all liabilities, dispose of all the assets of

the Club exclusively for the purposes and in such manner or to such organization or organizations

organized and operated exclusively for charitable, educational, religious, or scientific purposes as

shall at the time qualify for exemption under Section 501(c)(3) of the Internal Revenue Code of

1954, as amended, or its successor acts.

1. INDEMNIFICATION. Subject to the limitations hereinafter set forth the Club shall

have the power to indemnify each member of the Board of Directors, officer, employee or agent of

the Club, and his/her heirs, executors or administrators, to the full extent permitted by law, against

all judgments, fines, liabilities, and reasonable expenses (including, but not limited to, court costs,

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attorneys' fees and any amount paid in any settlement), which judgments, fines and liabilities and

expenses were incurred or expended in connection with any claim, suit, action or proceeding,

whether civil, criminal, administrative or investigative, and whether or not the indemnified liability

arises or arose from any action by or in the right of the Club, in which he/she was involved because

of anything he/she may have done or omitted to do as a member of the Board of Directors, officer,

employee or agent of the Club or of any organization that he/she may have served as a member of

the Board of Directors, officer, employee or agent at the request of the Club, but such

indemnification can be made only if a Determination is made as hereinafter provided that such

indemnification should be made. Such indemnification shall not impair any other right any such

person may have.

Said indemnification can be made only if a Determination has been made, with the advice of

Counsel for the Club, by members of the Board of Directors not involved in the claim or proceeding,

or by a disinterested person or persons named by said members of the Board of Directors not

involved in the claim or proceeding, or by independent legal counsel in a written opinion: (1) that

the member of the Board of Directors, officer, employee or agent acted or failed to act, and in either

case, in good faith, and in a manner he/she reasonably believed to be in, or not opposed to, the best

interests of the Club, and with respect to any criminal action or proceeding, had no reasonable cause

to believe his/her conduct was unlawful, and (2) that the amount of the proposed indemnification is

reasonable, and (3) that the proposed indemnification is just and proper and can be legally made by

the Club under then existing law, and (4) that the indemnification shall be made by the Club in an

amount stated in the Determination; provided, however, that the indemnification provided for herein

shall not be available if the act or failure to act giving rise to the claim for indemnification has been

determined by a court to have constituted willful misconduct or recklessness.

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2. INDEMNIFICATION EXPENSES. Expenses incurred by an officer, a member of

the Board of Directors, an employee or agent in defending a civil or criminal action, suit or

proceeding as described above shall be paid by the Club 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

such amount if it shall ultimately be determined that the person is not entitled to be indemnified by

the Club.

3. INDEMNIFICATION INSURANCE. The Club shall have the power to buy and

maintain insurance and to establish and fund a self-insurance indemnification reserve fund on behalf

of the members of the Board of Directors, officers, employees and agents of the Club and a person

serving at the request of the Club as a member of the Board of Directors, officer, employee or agent

of another organization, against liability incurred in any such capacity, or arising out of his/her status

as such.

4. INVALIDITY. The invalidity of any portion of this ARTICLE XVI shall not affect

the validity of the remainder hereof.

1. FISCAL YEAR. The fiscal year of the Club shall end on the 15th day of April.

2. CONFERENCE CALLS. One or more persons may participate in a meeting of the

Board by means of conference telephone or similar communications equipment by means of which

all persons participating in the meeting can hear each other. Participation in a meeting pursuant to

this section shall constitute presence in person at such meeting.

3. CAPITAL CONTRIBUTIONS. So long as the Club shall continue to be organized

on a nonstock basis, the Board of Directors shall have authority to provide for capital contributions

in such amounts and upon such terms as are fixed by the members of the Board of Directors in

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accordance with the provisions of Section 5541 of the Nonprofit Corporation Law of 1988, as

amended.

4. SUBVENTIONS. The Board of Directors, by resolution, may authorize the Club to

accept subventions from the general public on terms and conditions not inconsistent with the

provisions of section 8542 of the Nonprofit Corporation Law of 1988, as amended.

5. SEQUENCE. At all meetings of the Club, the following order of business shall be

observed:

a. Roll call

b. Reading of the minutes of previous meeting

c. Report of officers

d. Report of committees

e. Election of officers

f. Unfinished business

g. New business

h. Adjournment.

6. RULES OF ORDER. Roberts' Rules of Order shall govern all meetings of the Club.

7. VOTING. Majority vote, except as otherwise provided, shall determine all matters

brought before any meeting of the members of the Club.

8. TERM OF OFFICE. All officers of the Club shall hold office from June 1 through May 31.