BY LAWS OF COLUMBIA BOROUGH ATHLETIC ASSOCIATION ARTICLE I Name SECTION 1.1 Name. The name of the corporation shall be Columbia Borough Athletic Association (the "Corporation"). ARTICLE II Purposes and Operation SECTION 2.1 Purposes. The Corporation is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988, as amended ("PaNPCL"), and the corporation does not contemplate pecuniary gain or profit, incidental or otherwise. The Corporation is incorporated exclusively for, and the nature of the activities to be conducted, and the purposes to be promoted by the Corporation exclusively shall be for charitable, religious, scientific, literary and educational purposes within the purview of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent tax laws of the United States (the "Code"). Without limiting the generality of the foregoing, the purposes of the Corporation shall be: (a) To promote athletics among the youth of Columbia and to obtain the best possible facilities and equipment for such activities for the advantage of all youth and to provide leadership for youth sports activities through organized efforts of the membership. (b) To do all things which may be necessary, appropriate or convenient to the achievement of the foregoing purposes and which may lawfully be done by a nonprofit corporation under and pursuant to the laws of the Commonwealth of Pennsylvania and which are not otherwise prohibited by its Articles of Incorporation or thes Bylaws. SECTION 2.2 Restrictions. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors (the "Directors"), officers or other private persons, except that the Corporation 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 in Section 2.1 hereof. Except as may be permitted under the provisions of Section 501 (h) of the Code, no substantial part of the activities of the Corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall neither participate nor intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office, nor shall it take a position on any issue raised in a political campaign for the purpose of aiding or opposing any candidate. Any other provision of these Bylaws to the contrary notwithstanding, the Corporation shall not carry on any activities not permitted to be carried on: (a) by a corporation exempt from Federal Income Tax under Section 501 (a) and Section 501 (c)(3) of the Code; (b) by a corporation, contributions to which are deductible under Section 170, 2055 or 2522 of the Code. These Bylaws shall not be altered or amended in derogation of the provisions of this Article. SECTION 2.3 Termination. Upon the dissolution of the Corporation, its assets shall be distributed for one or more exempt purposes, within the meaning of Section 501 (c)(3) of the Code. Any such asstes not so disposed of shall be disposed of by a court of competent jurisdiction of the county inwhich the principal office of the Corporation is then located, exclusively for such purposes. Upon the sale of substantially all of the assets or the dissolution of the corporation, surplus shall not be utilized for the private interest of any person. SECTION 2.4 Offices. The registered office of the Corporation shall be: 221 Walnut Street, Columbia, PA 17512. The Corporation may also have offices at such other places as the board of Directors (the "Board") may from time to time determine. ARTICLE III No Members SECTION 3.1 Members. The Corporation shall not have members. ARTICLE IV Directors SECTION 4.1 Number and Qualifications. The business and affairs of the Corporation shall be managed by a Board of eleven (11) Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not proscribed by statute, by the articles of incorporation, or by these Bylaws. Directors shall be natural persons of full age. SECTION 4.2 Compensation. The Board shall serve without compensation for their services as Directors. SECTION 4.3 Election of Directors. An annual meeting of the Board of the Corporation shall be held each year at such time and place as the Board may determine for the election of Directors and for the transaction of such other business as may properly come before the meeting. Each director elected at the annual meeting of the Board shall serve until her or his successor is elected and qualified. SECTION 4.4 Vacancies. Vacancies in the Board, including vacancies resulting from an increase in the number of Directors constituting the whole Board, shall be filled by a majority of the remaining Directors. Each person so elected shall be a Director until her or his successor is elected and qualified at the next annual meeting of the Board, or at any special meeting of the Board duly called for that purpose and held prior thereto. SECTION 4.5 Removal. Any Director may be removed from office persuant to the provisions of Section 5726 of the PaNPCL. SECTION 4.6 Liability of Directors. (a) No person who is or was a Director of this Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action, as a Director unless: (i) the Director has breached or failed to perform the duties of her or his office as set forth in appropriate sections of the PaNPCL; and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. (b) This provision of the Bylaws shall not apply to: (i) the responsibility or liability of a Director pursuant to any criminal statute; or (ii) the liability of a Director for the payment of taxes pursuant to local, state or federal law. (c) If the PaNPCL hereafter is amended to authorize the further elimination or limitation of the liability of Directors, then the liability of a Director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended PaNPCL. ARTICLE V Directors' Meetings SECTION 5.1 Conduct of Meetings. The President shall preside as the Chair at all meetings of the Board and the Secretary shall keep minutes and report to the Board at its next regular meeting or when required. SECTION 5.2 Reorganizational Meeting. The first meeting of each newly constituted Board (the reorganizational meeting) may be held at the same place and immediately after the meeting at which Directors were elected and no notice need be given to the newly elected Directors in order to legally constitute the meeting; or it may convene at such time and place as may be fixed by the consent or consents in writing of all the Directors. SECTION 5.3 Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be determined from time to time, by resolution of the Board. Notice of each regular meeting of the Board shall specify the date, place and hour of the meeting and shall be given to each Director at least 24 hours before the meeting either personally, by mail, facsimile transmission, electronic mail or telegram. SECTION 5.4 Special Meetings. Special meetings of the Board may be called by the President on 24 hours notice to each Director, either personally, by mail, facsimile transmission, electronic mail or telegram. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the Directors. Notice of a special meeting of the Board shall specify the date, place and hour of the meeting. Unless required by statute or these Bylaws, the notice need not state the nature of the business to be conducted at the special meeting. SECTION 5.5 Quorum. At least one half (1/2) of the persons entitled to vote at any meeting of the Board shall constitute a quorum for the transaction of business at that meeting, 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, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. Each Director shall be entitled to one vote. SECTION 5.6 Informal Action by Directors. Any action which may be taken at a meeting of the Directors of the Corporation 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 and shall be filed by the Secretary of the Corporation. SECTION 5.7 Waiver of Notice. Whenever any notice of any meeting is required as aforesaid, 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. SECTION 5.8 Meetings Involving Telephone. One or more Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment, whereby all persons participating in the call can hear each other. Providing all notice requirements for holding the meeting involved have been met, action may be taken at such a telephone meeting to the same extent and in the same manner as if all persons participating were physically present at the same location. ARTICLE VI Committees SECTION 6.1 Committees of Directors. The Board may, by resolution adopted by a majority of the whole Board, designate one or more committees (the "Committees"), each such Committee to consist of one or more Directorsof the Corporation. 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. Any such Committee to the extent provided in such resolution or in the bylaws, shall have and exercise the authority of the Board in the management of the business and affairs of the Corporation. SECTION 6.2 Committee Meetings. (a) The Committees shall hold meetings as necessary or desirable for the purpose of transacting such business as may properly come before the meeting. The Chairman or designee shall keep minutes at all meetings of the Committees and report to the Board at its next regular meeting or when required. (b) Regular meetings of the Committees shall be at such time and place as shall be determined from time to time, by resolutions of the Committees. Notices of regular meetings of the Committees shall specify the date, place and hour of the meetings and shall be givent to each member at least 24 hours before the meetings either personally, by mail, facsimile transmission, electronic mail or telegram. (c) Special meetings of the Committees may be called by the President on 24 hours notice to each member, either personally, by mail, facsimile transmission, electronic mail or telegram. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) members of the Committee or Board. Notices of special meetings of the Committees shall specify the date, place and hour of the meetings. Unless required by statute or these Bylaws, the notices need not state the nature of the business to be conducted at the special meetings. (d) At least a majority of the persons entitled to vote at meetings of the Committees shall constitute a quorum for the transaction of business, and the acts of a majority of the members present shall be the acts of the Committees. SECTION 6.3 Informal Action by Committees. Any action which may be taken at a meeting of a Committee of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the members of the Committee, as the case may be, and shall be filed with the Secretary of the Corporation. SECTION 6.4 Waiver of Notice. Whenever any notice of any meeting is required as aforesaid, 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. SECTION 6.5 Meetings Involving Telephone. One or more members of the Committees may participate in a meeting of any of the Committees by means of conference telephone or similar communications equipment, whereby all persons participating in the call can hear each other. Providing all notice requirements for holding the meeting involved have been met, action may be taken at such a telephone meeting to the same extent and in the same manner as if all persons participating were physically present at the same location. ARTICLE VII Officers SECTION 7.1 Qualification and Election. The officers of the Corporation shall be elected at the reorganizational meeting of the Board and shall include a President, Secretary, Treasurer, Purchasing Agent. The Preident, Treasurer, Purchasing Agent and the Secretary shall be natural persons of full age. SECTION 7.2 Term. The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board may be removed by the Board whenever, in its judgement, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be efective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation. If the office of any other officer becomes vacant for any reason, the vacancy shall be filled by the Board. SECTION 7.3 President. The President shall have general and active management of the Corporation, shall preside as the Chair at all meetings of the Board and any Committees, shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties as the Board may from time to time assign to her or him. The President shall have sufficiently broad authority to enable her or him to carry out her or his responsibilities and she or he shall act as the duly authorized representative of the Corporation whenever appropriate. SECTION 7.4 Secretary. The Secretary shall attend all sessions of the Board and the Committees and shall record all the votes and the minutes thereof in a book to be kept for that purpose. She or he shall give, or cause to be given, notice of all meetings of the Board and the Committees, and shall perform such other duties as may be prescribed by the Board, the Committees or by the President under whose supervision she or he shall be. She or he shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requirirng it and, when so affixed, it shall be attested by her or his signature or by the signature of the Treasurer or Assistant Secretary. SECTION 7.5 Treasurer. The treasurer shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board. SECTION 7.6 Purchasing Agent. The Purchasing Agent shall have the responsibility to make all equipment, uniform, supplies and materials purchase after approval by the Board. ARTICLE VIII Board of Trustees SECTION 8.1 Number and Appointment. All real estate owned by the Corporation shall be managed by a Board of Trustees, consisting of eleven (11) individuals. Each Trustee shall be a natural person of full legal age. The President and Treasurer of the Corporation as elected shall be Trustees, and the remaining nine (9) Trustees shall be initially appointed by the Directors. SECTION 8.2 Term and Vacancies. Except for the President and Treasurer, who are elected by the Directors, each remaining Trustee shall hold office for life or until his/her resignation or removal, which removal shall be only for cause. Any vacancy or vacancies on the Board of Trustees due to death, resignation, removal or disqualification, shall be filled by a majority of the remaining Trustees at any regular or special meeting. SECTION 8.3 Meetings. Meetings of the Board of Trustees may be held at such time and place as shall be designated from time to time of the Board of Trustees. SECTION 8.4 Quorum and Manner of Acting. A majority of the Trustees shall be present at each meeting in order to constitute a quorum for transaction of business. Each Trustee shall be entitled one vote and the acts of the majority of Trustees present at a meeting at which a quorum is present shall be the acts of the Trustees. SECTION 8.5 Seperate Funds. The Board of Trustees shall establish a seperate account from the CBAA general fund. This account will cover the expenses, maintenance and repairs of the real estate owned by the Corporation. ARTICLE IX Administration SECTION 9.1 Other Officers. The Board may provide for and designate such other officers and assistant officers, including an executive director, assistant secretaries and assistant treasurers as the needs of the Corporation may require. These officers shall hold their offices for such terms and shall have such authority and perform such duties as, from time to time, shall be specified by the Board. SECTION 9.2 Employees. The Corporation may retain or employ and compensate such employees and independent contractors, professional or otherwise, as may be deemed necessary to carry out the purposes of the Corporation. SECTION 9.3 Signing of Checks. The Treasurer or the President shall have the power to sign checks for the Corporation. ARTICLE X Indemnification SECTION 10.1 Third Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgement, order settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he reasonably belived to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 10.2 Derivative and Corporate Actions. The Corporation or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership,joint venture, truse or other enterprise, against expenses (including attorneys' fees) actualyand reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation. Indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses that the court of common pleas or other court shall deem proper. SECTION 10.3 Advancing Expenses. Expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in Section 9.1 (relating to third-party actions) or Section 9.2 (relating to derivative and corporate actions) shall be paid by the Corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article or otherwise. SECTION 10.4 Procedure for Effecting Indemnification and Advancing Expenses. Unless ordered by a court, any indemnification oradvancement of expenses under Section 10.1 (relating to third-party actions), Section 10.2 (relating to derivative and corporate actions) or Section 10.3 (relating to advancing expenses) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he has met the applicable standard of conduct set forth in those sections. The determination shall be made: (a) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum; (b) by a committee of such Directors designated by a majority vote of such Directors, even though less than a quorum; or (c) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion. SECTION 10.5 Supplementary Coverage. (a) General Rule. The indemnification and advancement of expenses provided by or granted pursuant to Section 10.1 (relating to third-party actions), Section 10.2 (relating to derivative and corporate actions) or Section 10.3 (relating to advancing expenses) shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of Directors who were not parties to the action or proceeding, or otherwise, both as to action in his official capacity and as to action in another capacity while holding the office. Section 5728 of the PaNPCL (relating to interested directors or officers) shall be applicable to any contract or transaction authorized by the Directors under this section. The Corporation may create a fund of any nature, which may, but not need, be under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this section or otherwise. (b) When Indemnification is not to be Made. Indemnification pursuant to subsection (a) shall not be made in any case where act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. (c) Grounds. Indemnification pursuant to subsection (a) under any agreement, vote of Directors or otherwise may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any provision of law except as provided in this section and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Corporation. (d) Trust Property. This Article shall not affect the liability of a representative with respect to the administration of assets held by the Corporation pursuant to its authority to take and hold trust property. SECTION 10.6 Power to Purchase Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the Corporation or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against that liability under the provisions of this Article. SECTION 10.7 Application to Surviving or New Corporations. For the purposes of this Article, references to "the Corporation" include all constituent corporations absorbed in a concolidation, merger or division, as well as the surviving or new corporations surviving or resulting therefrom, so that any person who is or was a representative of the constituent, surviving or new corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving or new corporation as he would if he had served the surviving or new corporation in the same capacity. SECTION 10.8 Duration and Extent of Coverage. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the Corporation and shall inure to benefit of the heirs and personal representative of that person. ARTICLE XI Miscellaneous SECTION 11.1 Conflict of Interest Policy. The Corporation shall adopt a conflict of interest policy as, from time to time, shall be specified by the Board. SECTION 11.2 Contracts. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. SECTION 11.3 Depository for Corporate Funds. The funds of the Corporation shall be deposited in its name in a depository or depositories designated by the Board. All checks, demands for money and notes for the Corporation shall be signed by such officers as the Board may, from time to time, designate. SECTION 11.4 Fiscal Year. The fiscal year of the Corporation shall begin on January 1, and end on December 31. SECTION 11.5 Seal. The seal of the Corporation shall be circular in form, setting forth the name of the Corporation, the year of its organization and the words "Corporate Seal". Except as otherwise required by statute, the affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by the Corporation. SECTION 11.6 Adjournment. If any meeting of the Board or the Committees cannot be organized because less than a quorum of the persons involved is in attendance, those persons in attendance may adjourn the meeting to such time and place as they may determine and it shall not be necessary to give any notice of the adjourned meeting or the business to be transacted, other than the announcement to the meeting at which such adjournment is taken. SECTION 11.7 Amendment of Bylaws. These Bylaws may be altered, amended or repealed by a two thirds (2/3) vote of the Board at any Regular or Special Meeting, duly convened after due notice to the Directors of that purpose. DATE ADOPTED: __________________