Philadelphia Judo Evolution
A Pennsylvania Nonprofit Corporation
BYLAWS
Section 1- Definitions
Section 1.01 NAME The undersigned, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of Pennsylvania, do hereby certify that the name of the Corporation shall be Philadelphia Judo Evolution (“Corporation”) .
Section 1.02 STATE LAW. The Corporation is organized under the relevant laws of the State of Pennsylvania (“Statutes”), and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation.
Section 1.03 STATEMENT OF PURPOSE. The purposes of Philadelphia Judo Evolution as set forth by its articles of incorporation shall include:
The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes (the growth of youth amateur sports), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 1.04 REGISTERED ADDRESS The principal office of the Corporation (7521 Oak Lane Rd, Elkins Park PA 19027)
Section 1.05 FISCAL YEAR The fiscal year of the Corporation shall be the calendar year.
Section 1.06 GOVERNING LAW The Corporation is governed by the Pennsylvania Nonprofit Corporation Law of 1988, 15 P.S. § 5101 et seq. (organized on a non-stock basis and has members). The Corporation will not engage in political or legislative activities prohibited under section 501(c)(3).
SECTION 2: MEETINGS & ORGANIZATION
Section 2.01: TRUSTEES The names and addresses of the persons who are the initial trustees of the corporation are as follows:
Name: Kristin El Idrissi Address: 7521 Oak Lane Road, Elkins Park, PA 19027
Section 2.02: ANNUAL MEETING. Meetings of members of the board shall be held at the principal office of the Corporation or at such other place that may be determined from time to time by the Board of Directors. The purpose of the annual meeting shall be to elect the Board of Directors, officers and decide on any other business activities and/or corporate decisions.
An annual meeting must be held within 13 months after the last annual meeting or the date of the original organization of the Corporation. If an annual meeting has not been made within such time, then any member or Director may demand a meeting to be held within 30 days after proper notice has been made.
Section 2.03: SPECIAL MEETINGS. Unless otherwise prescribed by statute, special meetings of the members may be called by:
After a special meeting has been called, the Board of Directors shall decide its time and place within 45 days after the special meeting has been called.
Section 2.04: PLACE OF MEETINGS. Annual and special meetings shall be determined by the Board of Directors. By default, such meetings shall take place at the principal office of the Corporation.
Such meetings may be attended:
- In-person at the Corporation’s principal office.
- In-person at the headquarters of El Idrissi Judo Academy
- Via remote communication, the method to be determined by the Board of Directors.
All communication methods shall offer each attending member the right to be present, vote on business matters, and provide their consent or dissent for any actionable item.
Section 2.05: DISSOLUTION. The Corporation may only be dissolved in the following ways:
- 80% vote by the Board of Directors.
Upon the dissolution of the corporation, any remaining assets will be distributed to another nonprofit, government agency, or for another public purpose. In other words, upon dissolution assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose). Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 2.06: NOTICE OF MEETINGS. Written notice shall be provided to each Member of any meeting that such Member is permitted to take action in the form of a vote and/or offer their consent or dissent for any actionable item. Such written notice shall detail the time, place, remote access (if available), and in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, written notice of any meeting shall be given not less than ten (10) days and no more than sixty (60) days before the date of the meeting.
Notice of any meeting can be sent to the Members by the following method(s):
Section 2.07: QUORUM. A quorum, which represents the required number of individuals to be present to hold an annual or special meeting, shall be 70% of the Board of Directors being present.
Upon meeting the requirements of the quorum, the attending individuals of the meeting shall be able to take action and make decisions for the Corporation.
Section 2.08: ACTIONS OF THE CORPORATION. Actions made on behalf of the Corporation can be made WITHOUT a meeting. Any action required to be taken or which may be taken at any meeting, whether annual or special, may be taken without a meeting, if consent is in writing, setting forth the action so taken, and shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all members entitled to vote were present and voted.
Section 2.09: CORPORATE SEAL. The Corporation shall NOT HAVE a Corporate Seal.
Section 3 : Documentation
Section 3.01 EXECUTION OF DOCUMENTS. All contracts, checks, demands for money, notes, and other legal instruments or rights of any nature of the Corporation may be signed by:
Section 3.02 Tax Records. Corporation shall maintain at its principal office a copy of its application for exemption and all tax returns filed with the Internal Revenue Service. To the extent required by law, such documents shall be made available during regular business hours for inspection by any person requesting to see them. Corporation shall file all required registrations to solicit charitable contributions.
Section 3.03 Annual Report and Financial Evaluation. The Treasurer shall submit annually to the Board a statement containing those details required to be included under the provisions of any statute governing Pennsylvania nonprofit corporations or these Bylaws. The financial records of the Corporation shall be evaluated by a certified public accountant: (i) if and when required by law or the Pennsylvania Bureau of Charitable Organizations or other government agency; or (ii) when required by a majority vote of the Board.
The Board shall cause an annual report to be posted on the website of the Corporation not later than 60 days after the close of the Corporation’s fiscal year. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by any report thereon of independent accountants (or the certificate of an authorized officer of the Corporation that such statements were prepared without audit).
Section 3.04 Books and Records. The Corporation shall maintain correct and complete books and records of account and will also keep minutes of the proceedings of its members, Board and committees. The Corporation shall maintain at its registered office the original or a copy of its Bylaws including amendments to date, and an original or duplicate membership register, giving the names of the members and showing their respective addresses, and other details of membership.
Section 3.05. INDEMNIFICATION. Subject to any applicable statute, any Officer of the Corporation shall:
BE INDEMNIFIED and held harmless by the Corporation to the fullest extent of the law. This includes, but is not limited to, a party to any action, suit, or proceeding, by reason of the fact of being a testator or intestate representative, is or was a Director, Officer, Agent, or Employee of the Corporation. The Corporation shall provide reasonable expenses, including attorney’s fees, actually and necessarily incurred in connection with such action, suit, or proceeding. Notwithstanding the foregoing, no indemnification shall be made by the Corporation of any judgment or other final determination, if the acts were committed in bad faith or were the result of active or deliberate fraud, dishonesty, or clear and gross negligence.
Section 3.06 AMENDMENTS. These Bylaws may be amended by 70 % vote of the Board of Directors.
Section 3.07 DIRECTORS. The Corporation shall be managed by a minimum of 5 Directors, who together constitute the Board of Directors.
a.) Nomination. The Board of Directors shall be elected by the Members of the board or the executive director at the annual meeting or via an online voting system, by the vote of Members present in person or by proxy. Each Director serves a term of 3 years unless removed by the Members or upon the Director’s resignation.
The first board of directors can choose to serve either 2 or 3 years, so that not all seats would need replacing come year 3. A member can serve 2 consecutive terms on the board, but then must step away for at least 1 term before accepting a nomination to join again.
b.) Quorum. It is required that a majority of the Board of Directors be present to be considered a quorum.
c.) Conflict of Interest. If any vote, either during a regular meeting, special meeting, or any other Corporate action takes place and a board member has a conflict of interest, such interest shall not invalidate their vote. The member must voice the conflict and can choose to not vote on said matter.
A board member has a conflict of interest if the member has an existing or potential business, financial or personal interest or holds an elected or appointed position that could impair or might reasonably appear to impair the exercise of independent, unbiased judgment in the discharge of his or her responsibilities to the Corporation. A conflict will be deemed to exist if the business, financial or personal interest or elected or appointed position is held by the member or by a family member (spouse, sibling, children), or any organization in which the member; or family member as defined, is an officer, member, employee, trustee or material member. If the member in question disputes as to whether a conflict of interest is present, the matter shall be decided by a majority vote of the Board of Directors.
d.) Board of Director Actions. A majority of the total number of Board of Directors shall constitute a quorum for the transaction of all business matters. The act of a majority of Directors present at any meeting at which a quorum is present shall be considered an action taken by the entire Board of Directors, except as provided by law, the Articles of Incorporation, or these Bylaws. Each Director present shall have one vote.
e.) Removal. Any member of the board, or the entire Board of Directors may be removed, at any time, with or without cause, by the holders of a majority of the voting stock of the Corporation, by such Members attending a meeting for such purpose.
When a members term (3 years) has come to an end, unless they are re-nominated for a second term, they will be removed from the board.
f.) Vacancies. Except as otherwise provided by law, any vacancy in the Board of Directors occurring by reason of an increase in the authorized number of Directors or by reason of the death, withdrawal, removal, disqualification, inability to act, or resignation of a Director shall be filled by the majority of Directors then in office. The successor shall serve the unexpired portion of the term of his or her predecessor. Any Director may resign at any time by giving written notice to the Board or the Secretary.
g.) Committees. The Board of Directors, by resolution, may create one or more committees, each consisting of one or more Directors. Each such committee shall serve at the pleasure of the Board. All provisions under the Statutes and these Bylaws relating to meetings, action without meetings, notice, and waiver of notice, quorum, and voting requirements of the Board of Directors shall apply to such committees and their members.
h.) Consent in Lieu of Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting of all members of the Board or committee, as the case may be, should there be consent thereto in writing, with such writing or writings to be filed with the minutes of the proceedings of the Board or committee.
i.) Compensation. The Board of Directors shall have the authority to fix the compensation of Directors. A fixed sum and expenses of attendance may be allowed for each regular or special meeting of the Board, including their services as a member of committees of the Board. 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 by the articles set forth in these bylaws.
j.) Activities. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation 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 Internal Revenue Code, or the 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 Internal Revenue Code, or the corresponding section of any future federal tax code. This corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
Section 3.08 OFFICERS. The officers of the Board of Directors shall be a Chair, a Secretary, and a Treasurer, and such other officers as the Board may from time to time appoint, including Vice Chair (as a backup for the Chair) and other officers as it deems advisable. Each such officer shall exercise such powers and perform such duties as shall be set forth herein and such other powers and duties as may be specified from time to time by the Board of Directors.
The officers of the Corporation (Executive Director and President) shall be elected by the Board of Directors if they need replacement.
a.) Chair The Chair of the Board works closely with the Executive Director to provide leadership for the organization. Tasks include:
Term of Service: 3 years
b.) Treasurer. The Board Treasurer works closely with the Executive Director to manage organization financials. The treasurer makes sure Board members can access the financial reports in a timely manner. Tasks include:
Term of Service: Three years
c.) Secretary. The Board Secretary ensures the integrity of Board documentation and proceedings. Tasks include:
Term of service: 2 years
The officers of the Board shall hold office until their successors are chosen at the end of their terms of service or until their earlier resignation or removal. Any officer or agent elected or appointed by the Board may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office as a result of death, resignation, removal, or otherwise shall be filled for the unexpired portion of the term by a majority vote of the Board of Directors. Any and all compensation of officers of the Corporation shall be fixed by the Board of Directors.
By the signature below, these bylaws are hereby certified to be a complete and correct copy of the above-named Corporation, duly adopted by the initial Board of Directors on 4/29/2025.
By: _________________________________ Date: ________________
Print Name: _________________________________ Title: