BY-LAWS OF KEYSTONE ATHETIC

ARTICLE I – OFFICES
1. The registered office of the Corporation shall be HC1, Box 680, Sciota, Pennsylvania, 18354.
2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the Corporation may require.

ARTICLE II – SEAL
1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania”.

ARTICLE III – MEMBERS
1. The corporation shall have no members.

ARTICLE IV – DIRECTORS
1. The business and affairs of this Corporation shall be managed by its Board of Directors, a maximum of fifteen (15) in number, who shall be natural persons of full age and who need not be residents of this commonwealth. Each Director shall be selected for a three (3) year term and until his or her successor shall be elected and shall qualify. The Directors shall be chosen by the incorporator of the Corporation at its annual meeting, or at any other time by Resolution of the Board of Directors. At the initial election of Directors, the terms of the directors chosen shall be staggered so that the terms of one-third of the directors, or as close thereto as possible, shall expire each year.
2. In addition to the powers and authorities expressly conferred upon them by these By-Laws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles or these By-Laws of the Corporation or which are otherwise prohibited.
3. The meetings of the Board of Directors may be held at such times and at such place or places, within this Commonwealth or elsewhere, as a majority of the Directors may from time to time appoint, or as may be designed in the notice calling the meeting.
4. Written or personal notice of every meeting of the Board of Directors shall be given to each Director at least five (5) days prior to the day named for the meeting.
5. A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the Directors may be taken without a meeting, if consent or consents in writing setting forth the action so taken shall be signed by all of the Directors in office and shall be filed with the Secretary of the Corporation.
6. The Board of Directors may, by Resolution adopted by a majority of the Directors in office, establish one or more committees to consist of one or more Directors of the Corporation. Any such committee, to the extent provided in the Resolution of the Board of Directors or in the By-Laws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the following:
(a) The filling of vacancies in the Board of Directors;
(b) The adoption, amendment or repeal of the By-Laws;
(c) The amendment or repeal of any Resolution of the Board; or
(d) Action on matters committed by the By-Laws or Resolution of the Board of Directors to another committee of the Board, or the Board of Directors of the Corporation.

7. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified Director. Each committee of the Board shall serve at the pleasure of the Board.
8. The Board of Directors may declare vacant the office of a Director if he or she is declared of unsound mind by an order of court or is convicted of a felony, or if within sixty (60) days after notice of his or her selection, he or she does not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfill such other requirements of qualification as the By-Laws may specify.
9. A Director of the Corporation shall stand in a fiduciary relationship to the Corporation and shall perform his or her duties as a Director, including duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonable believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith upon information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:
(a) One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person; or
(c) A committee of the Board upon which he or she does not serve, duly designated in accordance with the law, as to matters within its designated authority, which the Director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.
In discharging the duties of their respective positions, the Board of Directors, committees of the Board and individual Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers and clients of the Corporation, upon communities in which offices or other establishments of the Corporation are located, and upon all other pertinent factors. The consideration of these factors shall not constitute a violation of this section.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Corporation. A Director of the Corporation shall not be personally liable for monetary damages for any action taken as a Director, or any failure to take any action, unless:
(a) The Director has breached or failed to perform the duties of his office under this section; or
(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this paragraph shall not protect Directors from:
(a) Responsibility or liability pursuant to any criminal statute; or
(b) Liability for the payment of taxes pursuant to local, State or Federal law.
10. Directors, as such, shall not receive any stated salary for their services, but by Resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
11. The Board shall elect a Chairman, who shall preside at all meeting of the Directors and shall see that all orders and Resolutions of the Board are carried into effect. The Chairman shall only vote at Board of Directors meetings or on special votes as may from time to time be balloted to make or break a tie vote. The Board shall also elect a Vice-Chairman, who shall act in all cases for and as the Chairman in the Chairman’s absence or incapacity, and shall perform such other duties as may be required from time to time.

ARTICLE V – OFFICERS
1. The executive officers of the Corporation shall be chosen by the Board of Directors and shall be a Chairman, Vice-Chairman, President, Vice President, Secretary, Treasurer and such other officers and assistant officers as the needs of the Corporation may require. The duties of the Chairman and Vice-Chairman are listed in ARTICLE IV, paragraph 11. 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. They shall hold their offices for a term of one year but may be re-elected without limit and shall have authority and shall perform such activities as are provided by the By-Laws and as may from time to time be prescribed by the Board of Directors. It shall not be necessary for the officers to be Directors, and any number of offices may be held by the same person. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise.
2. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be subject to the contract rights of any person so removed.
3. The President shall be the chief executive officer of the Corporation and shall have general and active management of the affairs of the Corporation. He or she shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Corporation. He or she shall be EX- OFFICIO a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.
4. The Vice President shall act in all cases for and as the President in the latter’s absence or incapacity, and shall perform such other duties as may be required from time to time.
5. The Secretary shall attend all sessions of the Board of the Corporation and act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. He or she shall keep in safe custody the corporate seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it.
6. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account to the credit of the Corporation. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all the transactions made and of the financial condition of the Corporation.

ARTICLE VI – VACANCIES
1. If the office of any officer or agent becomes vacant for any reason, the Board of Directors may choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred.
2. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of Directors, shall be filled by a majority of the remaining members of the Board for the remainder of the term thereof. Each person so elected shall be a Director until his or her successor is selected by the Corporation, at its annual meeting, a special meeting called for that purpose, or by Resolution.

ARTICLE VII – BOOKS AND RECORDS
1. The Corporation shall keep an original or duplicate record of the proceedings of the Board of Directors, the original or a copy of the By-Laws, including all amendments thereto to date, certified by the Secretary of the Corporation, and an original or a duplicate membership register, giving the names of the Directors and showing their respective addresses. The Corporation 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 Corporation in this Commonwealth, or at its principal place of business wherever situated.
2. Every Director shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during usual hours for business, for any proper purpose, the Director register, books and records of account, and records of the proceedings of the Board of Directors, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a Director. 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 Director. The demand under oath shall be directed to the Corporation at its registered office in the Commonwealth or at its principal place of business wherever situated.

ARTICLE VIII – TRANSACTION OF BUSINESS
1. The Corporation 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 of the members in office of the Board of Directors.
2. Whenever the lawful activities of the Corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive 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 Corporation, and in no case shall be divided or distributed in any manner whatsoever among the Directors or Officers of the Corporation, unless pursuant to employment with a salaried position with the Corporation, and the compensation is reasonable for the services rendered.
3. All checks or demands for money and notes of the Corporation may be signed by such officer or officers as the Board of Directors may from time to time designate.

ARTICLE IX – ANNUAL REPORT
1. The Board of Directors shall prepare annually a report, verified by the President and Treasurer or by a majority of the Directors, showing in appropriate detail the following information, if applicable:
(a) The assets and liabilities, including the trust funds, of the Corporation 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 of receipts of the Corporation, 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 Corporation.
(d) The expenses or disbursements of the Corporation, 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 Corporation.
This report shall be filed with the minutes of the meeting of the Board of Directors of the Corporation at which the report is presented, which meeting shall be held not more than 60 days after the close of the Corporation’s fiscal year.

ARTICLE X – NOTICES
1. 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 or her address appearing on the books of the Corporation, or, in the case of Directors, supplied by such Director to the Corporation for the purpose of the notice. If the notice is sent by mail or 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 the 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 these By-Laws. A notice of a special meeting shall, in addition, summarize all matters which will be discussed at the meeting. When a special meeting is adjourned it shall not be necessary to give any notice of the adjourned meeting or of the business 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 by statute or under the provisions of the Articles or By-Laws of this 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. 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. In the case of a special meeting of the Board of Directors of the Corporation, such waiver of notice shall specify the general nature of the business to be transacted. 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.

ARTICLE XI – INDEMNIFICATION
1. The Corporation shall indemnify each of its Directors, officers, and employees (including independent contractors and professionals, i.e. attorneys, engineers, accountants, architects, etc,, regardless of whether they are paid, who provide services to the Corporation) whether or not then in service as such (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a Director, officer or employee of the Corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Corporation for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duties as Director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment. The right to indemnity for expenses shall also apply to the expenses of suits which are compromised or settled if the Court having jurisdiction of the matter shall approve such settlement.
The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such Director, officer or employee may be entitled.

ARTICLE XII – MISCELLANEOUS PROVISIONS
1. The fiscal year of the Corporation shall begin on the first day of July.
2. One or more persons may participate in a meeting of the Board by means of conference telephone or similar communications equipment enabling all persons participating in the meeting to hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE XIII – AMENDMENTS
These By-Laws may be adopted, amended or replaced by two-thirds vote of the Directors in office at the time the vote is taken.