Bylaws of Jr Pacers Youth Football & Cheer

Section 1.1 — Name

The name of the corporation is Jr Pacers Youth Football & Cheer (the "Corporation" or the "Club"), an Ohio nonprofit corporation organized under Ohio Revised Code Chapter 1702 and holding federal tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. The Corporation was chartered with the Ohio Secretary of State under Charter #4903003, effective July 28, 2022, and is assigned Federal Employer Identification Number 88-3809026. The Corporation may operate publicly under the names "Jr Pacers Youth Football and Cheer" and "Delaware Jr Pacers."

Section 1.2 — Principal Office

The principal office of the Corporation is located in Delaware, Delaware County, Ohio. The Board of Directors may establish or relocate offices and places of business within Ohio as the activities of the Corporation require.

Section 1.3 — Statutory Agent

The Corporation shall continuously maintain in Ohio a statutory agent for service of process, as required by Ohio Revised Code § 1702.06. The statutory agent and the agent's address of record shall be kept current with the Ohio Secretary of State. Whenever a change of agent or address occurs, the Secretary of the Corporation shall promptly file the required update.

Section 2.1 — Mission

The mission of the Corporation is to support and sustain youth football and cheer programs through responsible governance, volunteer leadership, and community-driven fundraising, and to offer student-athletes opportunities to learn teamwork, build confidence, and grow both on and off the field. The Corporation's core values are servant leadership, teamwork built on trust and respect, and integrity.

Section 2.2 — Tax-Exempt Purposes

The Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), including for such purposes the promotion of amateur youth athletics.

Section 2.3 — Limitations

Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any activity not permitted to be carried on by an organization exempt under Section 501(c)(3), and:

• No private inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Corporation may pay reasonable compensation for services actually rendered and make payments and distributions in furtherance of its exempt purposes.
• No substantial lobbying. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation.
• No political campaign activity. The Corporation 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.

Section 3.1 — No Voting Members

The Corporation shall have no members within the meaning of Ohio Revised Code Chapter 1702. All rights that would otherwise vest in members are vested in the Board of Directors.

Section 3.2 — Board Authority

The Board of Directors holds all governance, management, and voting authority of the Corporation. Registered athletes, their parents and guardians, coaches, and volunteers are participants in and supporters of the Club's programs but are not members of the Corporation and hold no voting rights in the governance of the Corporation by virtue of their participation.

Section 4.1 — General Powers

The activities, property, and affairs of the Corporation shall be managed by, or under the direction of, its Board of Directors. Directors are the trustees of the Corporation and owe it duties of care, loyalty, and obedience. All corporate powers are exercised by or under the authority of the Board, except as otherwise required by law or these bylaws.

Section 4.2 — Number

The Board shall consist of not fewer than seven (7) and not more than fifteen (15) directors. The exact number within that range shall be fixed from time to time by resolution of the Board. Officers of the Corporation serve as directors, and the Board may include at-large directors ("Board Members") who vote but do not hold an officer seat.

Section 4.3 — Qualifications

Each director shall be at least eighteen (18) years of age and shall be committed to the mission of the Corporation. Directors need not be residents of Ohio.

Section 4.4 — Election

Directors are elected by the Board of Directors at the annual meeting, or at any regular or special meeting called for that purpose, from candidates presented by the Nominating Committee or nominated from the floor. A candidate is elected upon receiving the affirmative vote of a majority of the directors present at a meeting at which a quorum is present.

Section 4.5 — Terms; Staggering

Each director serves a two-year term and until a successor is elected and qualified. Terms shall be staggered so that approximately one-half of the directorships are elected each year. To establish the stagger at the first election under these bylaws, the Board may designate a portion of the initial directors to serve one-year terms and the remainder to serve two-year terms.

Section 4.6 — Resignation

A director may resign at any time by delivering written notice (including by email) to the Board President or Secretary. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 4.7 — Removal

Any director may be removed, with or without cause, by the affirmative vote of a majority of the directors then in office at a meeting called for that purpose, provided the director has been given notice of the proposed removal and an opportunity to be heard. Grounds may include, without limitation, breach of fiduciary duty, conduct harmful to the Corporation or its athletes, or three consecutive unexcused absences from Board meetings.

Section 4.8 — Vacancies

A vacancy on the Board — whether caused by resignation, removal, death, an increase in the authorized number of directors, or otherwise — may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum. A director elected to fill a vacancy serves for the unexpired term of the predecessor seat.

Section 4.9 — Compensation

Directors shall serve without compensation for their service as directors. The Corporation is and shall remain 100% volunteer-run; no director, officer, or coach is compensated for their service. Directors may be reimbursed for reasonable, documented, pre-authorized out-of-pocket expenses actually incurred in carrying out the Corporation's business, consistent with the Financial Controls Policy.

Section 5.1 — Annual Meeting

The Board shall hold an annual meeting each year at a time and place fixed by the Board, at which the Board shall elect officers, receive annual reports, and transact any other business properly brought before it.

Section 5.2 — Regular Meetings

The Board shall hold regular meetings on a schedule it adopts, and shall meet at least nine (9) times per year. No notice other than the adopted schedule is required for regular meetings.

Section 5.3 — Special Meetings

Special meetings may be called by the Board President or by any three (3) directors, for any purpose, upon notice as provided in Section 5.4.

Section 5.4 — Notice

Notice of special meetings, stating the date, time, place (or electronic means), and general purpose, shall be given to each director at least three (3) days before the meeting by any reasonable means, including email or text message. A director may waive notice before, at, or after a meeting, and a director's attendance at a meeting waives notice of that meeting except where the director attends solely to object to the transaction of business on the ground that the meeting was not lawfully called.

Section 5.5 — Quorum

A majority of the directors then in office constitutes a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, a majority of the directors present may adjourn the meeting to another time without further notice.

Section 5.6 — Voting

The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board, except where a greater vote is required by law, the Articles of Incorporation, or these bylaws. Each director has one vote and may not vote by proxy.

Section 5.7 — Action Without a Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing (including by email or other electronic record) to the action. Such unanimous written consent has the same force and effect as a unanimous vote and shall be filed with the minutes.

Section 5.8 — Remote & Electronic Participation

Directors may participate in and be counted toward the quorum of any meeting by conference telephone, video conference, or other electronic communications by which all participating directors can hear and communicate with one another. Participation by such means constitutes presence in person at the meeting.

Section 6.1 — Officers Enumerated

The officers of the Corporation are the Board President, Vice President, Secretary, Treasurer, Football Commissioner, Cheer Commissioner, Registrar, and Sergeant-at-Arms. Each officer is a voting member of the Board of Directors. One person may not simultaneously hold the offices of Board President and Secretary. The Board may create additional officer positions as needed.

Section 6.2 — Election & Term

Officers are elected annually by the Board of Directors at the annual meeting and serve a one-year term and until a successor is elected and qualified. There is no limit on the number of terms an officer may serve. A person may be elected to more than one office consistent with Section 6.1.

Section 6.3 — Removal & Vacancies

Any officer may be removed from office, with or without cause, by a majority vote of the directors then in office; removal from an office does not by itself remove the person as a director. A vacancy in any office may be filled by the Board for the unexpired portion of the term.

Section 6.4 — Duties of Officers

(a) Board President. The Board President is the chief officer of the Corporation and has general supervision over all of its affairs and programs. The President presides at all meetings of the Board, is an authorized signatory for the Corporation, and represents the Corporation to the public, the league, sponsors, and partners. The Football Commissioner and the Cheer Commissioner report to the Board President. The President performs all duties incident to the office and such other duties as the Board assigns.

(b) Vice President. The Vice President acts with the full authority of the Board President when the President is absent, unavailable, or unable to serve, and is first in the line of succession to the office of President. The Vice President assists the President and performs such other duties as the Board or the President assigns. (This office explicitly closes the gap in the prior filed bylaws, which defined no Vice President even though the Club used the title in practice.)

(c) Football Commissioner. The Football Commissioner leads the entire football program — coaches and coaching assignments, team rosters, practices, game-day and on-field operations, and day-to-day football decisions — functioning as the "president" of the football side. The Football Commissioner reports to the Board President, and the football program's budget rolls up to the Treasurer.

(d) Cheer Commissioner. The Cheer Commissioner leads the entire cheer program in the same manner — squads, coaches, practices, routines, uniforms, and cheer events — functioning as the "president" of the cheer side. The Cheer Commissioner reports to the Board President, and the cheer program's budget rolls up to the Treasurer.

(e) Secretary. The Secretary keeps the minutes of all Board meetings; maintains the official records of the Corporation; gives required notices; ensures corporate filings are made; and is the custodian of the bylaws, policies, and corporate records. The Secretary performs such other duties as the Board assigns.

(f) Treasurer. The Treasurer has custody of and is responsible for the funds of the Corporation; keeps accurate books of account; deposits funds in accounts approved by the Board; provides regular financial reports to the Board; leads preparation of the annual budget; and administers the Financial Controls Policy. The Treasurer supports the preparation of required tax and charitable filings and performs such other duties as the Board assigns.

(g) Registrar. The Registrar oversees athlete registration, eligibility verification, waivers and safety/compliance documentation, and the records and systems that support them (for example, the Club's registration platform). The Registrar coordinates compliance items with the Secretary and Treasurer and performs such other duties as the Board assigns.

(h) Sergeant-at-Arms. The Sergeant-at-Arms maintains order and appropriate conduct at meetings and Club events, supports the enforcement of the Code of Conduct, and serves on the Conduct Committee. The Sergeant-at-Arms performs such other duties as the Board assigns.

Section 7.1 — Programs Established

The Corporation operates two primary programs: the Football Program and the Cheer Program. The Board may establish additional programs by resolution.

Section 7.2 — Commissioner Authority

Each program is led by its Commissioner (the Football Commissioner and the Cheer Commissioner, respectively), who holds day-to-day operational authority over that program, including coaching assignments, rosters, practices, and events. Each Commissioner is accountable to the Board President and to the Board of Directors, and acts within the budget, policies, and directives the Board adopts.

Section 7.3 — Program Budgets

Each program operates under a budget adopted by the Board. Program budgets and financial activity roll up to the Treasurer, who consolidates them into the Corporation's overall financial reporting. No program may open bank accounts, incur debt, or commit the Corporation to contracts except as authorized by the Board and consistent with the Financial Controls Policy.

Section 8.1 — Standing Committees

The Board establishes the following standing committees:

• Executive Committee — the Board President, Vice President, Secretary, and Treasurer; may act between meetings on time-sensitive matters within limits the Board sets, reporting its actions to the Board.
• Nominating Committee — identifies and presents candidates for the Board and for officer positions, and manages the officer-transition/succession process.
• Conduct Committee — reviews conduct concerns involving board members, coaches, volunteers, athletes, or families, and recommends action; the Sergeant-at-Arms serves on this committee.
• Finance / Audit Committee — reviews the budget, financial reports, and internal controls, and periodically reviews the Corporation's financial records.

Section 8.2 — Ad Hoc Committees

The Board President, with Board approval, may form ad hoc (task) committees for specific purposes, which dissolve when their work is complete.

Section 8.3 — Authority

Committees advise and recommend; the Board decides. No committee may take action reserved to the full Board by law or these bylaws (including electing or removing directors or officers, amending the bylaws, or approving the budget) unless expressly authorized by Board resolution consistent with Ohio Revised Code Chapter 1702. Non-director volunteers may serve on committees but do not thereby become directors.

Section 9.1 — Policy

All directors, officers, and key volunteers are subject to the Corporation's separate Conflict of Interest Policy, which the Board adopts and reviews periodically. Each is expected to act in the best interests of the Corporation and to avoid, and disclose, conflicts between personal interests and those of the Club.

Section 9.2 — Disclosure & Recusal

An interested person shall disclose the material facts of any actual or potential conflict of interest and shall recuse themselves from the discussion and vote on the matter. The interested person may be asked to leave the room during deliberation and voting.

Section 9.3 — Approval of Interested-Party Transactions

A transaction in which a director or officer has a material financial interest may be approved only by a vote of the disinterested directors, after full disclosure, and only if the Board determines the transaction is fair to and in the best interest of the Corporation. The disclosure, the recusal, and the basis for approval shall be recorded in the minutes.

Section 10.1 — Indemnification

The Corporation shall indemnify its directors and officers to the fullest extent permitted by Ohio Revised Code Chapter 1702 (including § 1702.12(E)) against expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding by reason of the fact that the person is or was a director or officer of the Corporation, provided the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation. This right of indemnification is not exclusive of any other rights to which such persons may be entitled.

Section 10.2 — Advancement of Expenses

To the extent permitted by law, the Corporation may advance expenses incurred in defending a proceeding upon receipt of an undertaking to repay the amount if it is ultimately determined the person is not entitled to indemnification.

Section 10.3 — Insurance

The Corporation is authorized to purchase and maintain Directors & Officers (D&O) liability insurance, and such other insurance (including general liability, accident, abuse/molestation, and crime coverage) as the Board deems appropriate, on behalf of any person who is or was a director, officer, employee, or volunteer of the Corporation, whether or not the Corporation would have the power to indemnify that person under this Article.

Section 11.1 — Fiscal Year

The fiscal year of the Corporation ends December 31.

Section 11.2 — Budget

The Board shall adopt an annual budget prepared by the Treasurer. Program budgets roll up into the Corporation's overall budget under Article VII.

Section 11.3 — Disbursements & Controls

All checks, disbursements, and financial commitments shall be made in accordance with the Corporation's separate Financial Controls Policy, which shall include a two-signature or dual-authorization requirement above a threshold the Board sets, a receipt/documentation trail, and a prohibition on routing Club funds through personal payment accounts. Bank signatories shall be current officers designated by the Board.

Section 11.4 — No Private Inurement

Consistent with Article II, no part of the Corporation's net earnings shall inure to the benefit of any director, officer, or private individual; funds shall be used solely to further the exempt purposes of the Corporation.

Section 12.1 — Books & Records

The Corporation shall keep correct and complete books and records of account, minutes of Board and committee meetings, the Articles of Incorporation and bylaws, and adopted policies, in accordance with its Document Retention Policy.

Section 12.2 — Required Reports & Filings

The Corporation shall timely make all filings required to maintain its legal and tax-exempt status, including:

• the annual IRS Form 990, 990-EZ, or 990-N as applicable to the Corporation's gross receipts;
• the Ohio Attorney General charitable annual report (Charitable.OhioAGO.gov);
• maintenance of a current Ohio Secretary of State statutory agent of record; and
• any other federal, state, or local filings required of the Corporation.

The Secretary and Treasurer are jointly responsible for ensuring these filings are made on time, and the Board shall be informed of their status.

Section 12.3 — Inspection

Directors have the right to inspect the books, records, and documents of the Corporation for any purpose reasonably related to their duties, at any reasonable time. The Corporation shall make its Form 990 and exemption application available for public inspection to the extent required by law.

Section 13.1 — Open Participation

The Corporation's programs are open to all eligible youth in the community it serves, and the Corporation does not discriminate on the basis of race, color, national origin, sex, religion, or disability in the administration of its programs, the selection of participants, or the recruitment of volunteers. Eligibility may be based on age, grade, and other program-appropriate criteria applied evenly to all.

Section 14.1 — Distribution of Assets

Upon the dissolution of the Corporation, the Board shall, after paying or making provision for all liabilities of the Corporation, distribute all remaining assets exclusively to one or more organizations then qualifying as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or to a federal, state, or local government for a public purpose). Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Corporation is located, exclusively for such exempt purposes. No assets shall inure to the benefit of any director, officer, or private individual.

Section 15.1 — Amendment

These bylaws may be amended, repealed, or replaced, and new bylaws adopted, by the affirmative vote of two-thirds (2/3) of the directors present at any regular or special meeting at which a quorum is present, provided that written notice of the proposed change (including the text or a summary) was given to all directors with the meeting notice. No amendment may be inconsistent with the Articles of Incorporation, Ohio law, or the requirements for maintaining 501(c)(3) status.

Section 16.1 — Supersession

Upon adoption, these bylaws supersede and replace all prior bylaws of the Corporation, including both the filed Jr Pacers Youth Football & Cheer bylaws and any generic or draft bylaws previously in circulation. Any inconsistency between prior instruments and these bylaws is resolved in favor of these bylaws.

Section 16.2 — Effective Date

These bylaws take effect immediately upon their adoption by the Board of Directors.

Section 16.3 — Certification

The undersigned certify that these bylaws were adopted by the Board of Directors of Jr Pacers Youth Football & Cheer at a duly called meeting at which a quorum was present.