DuBois Soap Box Derby

Article I – Title and Objectives

1. This organization shall be known as the DuBois Area All-American Soap Box Derby.

2. The DuBois Area All-American Soap Box Derby, referred to later in this Constitution as the DASBD, shall be a non-profit, non-partisan, non-sectarian and non-political organization.

3. The objectives of the DASBD are to …

i. Further the goals of the Soap Box Derby in the Greater DuBois area.

ii. Accomplish an annual All-American Soap Box Derby race in the Greater DuBois area.

iii. Provide an opportunity for youngsters to compete in the Soap Box Derby.

iv. Assist youngsters in the design and building of Soap Box Derby race cars.

v. Inform as many youngsters as possible of the existence of the Soap Box Derby and the challenges it offers.

vi. Promote the running of the race that is as fair and as safe as is possible.

vii. Promote honesty of each participant in the Soap Box Derby race.

viii. Publicize the local race both before and after the race.

ix. Raise funds to help defray the cost of running the Soap Box Derby in the Greater DuBois area.

x. Encourage participation in the Soap Box Derby by other civic minded businesses and organizations.

4. The DASBD shall have full power and authority to receive by gift, device, purpose, or otherwise; monies and properties, real and personal; and to lease, own, and hold real estate and personal property, and to encumber, sell and exchange the same, and to invest and reinvest the funds of the DASBD; and to do and perform any and all acts not inconsistent with the said proposed and objects under the laws of the Commonwealth of Pennsylvania and the United States of America.

5. The DASBD shall never adopt any bylaw or resolution which contravenes or is not consistent with regulations of the Internal Revenue Code for maintaining a tax exempt organization. Any resolution or bylaw in contradiction to mandatory Internal Revenue Code regulations shall be null and void.

6. Upon the dissolution of the DASBD, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or 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 disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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.

7. The annual meeting of the DASBD shall be called by the Director by the end of the calendar year in which the local race was held. In addition, at least three general meetings for the entire membership will be called by the Director throughout the year. Additional general meetings may be called for the entire membership as deemed necessary by the Director through the year. A notice to all members will be provided during the week prior to the annual meeting and all general meetings.

1. Membership in the DASBD is open to residents of the Greater DuBois area and any other geographic area which is deemed encompassed by the DuBois Area All-American Soap Box Derby and by the All-American Soap Box Derby rules. Members must be at least sixteen years old, or under sixteen years old who are past local Soap Box Derby contestants or past Local Champions who are no longer eligible to compete in the Soap Box Derby.

2. Members of the DASBD are eligible to vote at the annual meeting of the DASBD or other general meeting called by the Director for the entire membership.

3. The officers of the DASBD shall be Derby Director, Assistant Derby Director, Stock Director, Super Stock Director, Masters Director, Secretary/Treasurer, Track Master, Safety Officer, Promotions Director, and Property Officer who will be elected at the annual meeting to serve for one year.

4. The Executive Board of the DASBD shall consist of the officers and committee chairpersons.

5. In advance of the annual meeting, the Director shall appoint a nomination committee of not more than five or less than two members, who shall place in nomination the names of at least one person for each elective office. This report shall be filed in writing with the Secretary no later than fifteen days before the annual meeting. The Secretary shall include this list or report in notices to the membership in advance of the annual meeting.

6. By the annual meeting the Director shall appoint an auditing committee of two members to audit the books and account of the Treasurer, and make a report of its findings within one month after the annual meeting. All members shall be apprised of the findings of this report within two months of the annual meeting.

1. The annual meeting and election of officers shall be held as presented in Article I-5.

2. The Director shall appoint an Acting Secretary and two Controllers of Election who shall immediately take charge and conduct the election until the election is completed.

3. The Acting Secretary shall call for a report of the Nominating Committee and further nominations from the floor in each instance of balloting. Any Voting member shall have the right to place in nomination the name of any person that has been personally contacted and is willing to serve.

4. All officers and elected members serving shall relinquish their chair to the acting Secretary until the election is completed. The retiring officers shall take charge until the newly elected officers and director are installed.

5. The election shall be by ballot. All members present may cast one vote. Any member not present may allow another member to vote by proxy. Each proxy must be signed by the absent member and must specify who may cast his vote. The Secretary must verify each proxy. A majority of all votes cast shall elect.

6. If, upon balloting, the nominee receiving the largest number of votes fails to have a majority, all but the two leading nominees shall be dropped and the balloting continued until one receives the majority vote.

7. In any case, where there is a vacancy in the office of Director caused by death, resignation or other causes, that office shall be filled by the Assistant Director. In the event of vacancy in other offices, the Director may appoint a replacement for the remainder of the term.

The Director shall appoint the following Committees, and name the Chairman, and create other Committees as may from time to time be found necessary. Each Committee shall serve for one year or until their successors are duly appointed or otherwise released by the Director.

1. The Director shall be the Chief Executive Officer of the DASBD and when present, shall preside at all stated or called meetings; he shall cast a deciding vote on any question in the case of a tie vote, excepting the election vote; he shall be a member of each of the committees; he shall appoint committees not covered by this Constitution and By-Laws; he shall take all necessary measures for maintaining order and efficiency in the management of the affairs of the DASBD and perform all duties ordinarily pertaining to the office of the President of similar organizations.

2. All the duties of the Director shall pass to the Assistant Director during the absence or inability of the Director to act; otherwise the Assistant Director shall aid and assist the Director in the discharge of his duties when requested by the Director.

3. Under the supervision of the Director, the Stock Car Director shall assume any duties required to promote and operate the Stock Car division. The Stock Car Director shall coordinate the efforts of the Committees (see Article IV above) with regard to the business of the Stock car division. The Stock Car Director will act as a consultant to all Stock Car contestants with regard to the construction and operation of the Stock Car.

4. Under the supervision of the Director, the Super Stock Car Director shall assume any duties required to promote and operate the Super Stock Car division. The Super Stock Car Director shall coordinate the efforts of the Committees (see Article IV above) with regard to the business of the Super Stock car division. The Super Stock Car Director will act as a consultant to all Super Stock Car contestants with regard to the construction and operation of the Super Stock Car.

5. Under the supervision of the Director, the Masters Director shall assume any duties required to promote and operate the Masters division. The Masters Director shall coordinate the efforts of the Committees (see Article IV above) with regard to the business of the Masters division. The Masters Director will act as a consultant to all Masters contestants with regard to the construction and operation of the Masters Car.

6. The Secretary shall keep a correct record of the proceedings of the DASBD; preserve the reports filed by the various committees; keep a roster of the officers and members; transmit promptly all resolutions to the respective committees in accordance with the reference made by the DASBD. The Secretary shall conduct the correspondence of the DASBD; see that all members of the DASBD are properly informed of all meetings of the DASBD; shall give timely notice of nominations for officers, and perform such secretarial duties as may be assigned by the Director from time to time.

7. The Treasurer shall be custodian of all monies, funds, seal, or documents belonging to the DASBD, and shall deposit same in a safe depository in the area described in Article II-1; shall draw monies or funds, by check, to pay debts as authorized by the DASBD; shall give bond as required, such cost of bond being borne by the DASBD; and perform all the duties of a Treasurer of similar organizations. At the expiration of his term of office, he shall turn over to his successor all monies, funds, books, seals, or documents belonging to the DASBD and under his control or possession, and after there has been an audit of his accounts.

8. Valuables other than monies or funds, seal, or documents shall be placed in the hands of a Property Officer appointed by the Director. The Property Officer of the DASBD shall be the custodian of all the properties belonging to the DASBD not in the custody of the Treasurer. He shall make arrangements for storage of such property and submit storage bills to the Treasurer. He shall prepare an inventory statement each year listing all such property with a notation as to the physical condition of each item.

1. The Executive Board presided over by the Director shall manage, conduct and have general supervision of the financial and business affairs of the DASBD subject to the vote of the majority of the members present at the annual and general meetings; also provided, the members shall have the right to authorize expenditures of funds, fix dues, and have control over all funds of the DASBD. It shall be the duty of this board to keep close check on all matters pertaining to Committees’ work and give consul and aid when requested by said Committees or the Director. The Director and the Treasurer shall have the check signing authority to authorize payment of individual items, not to exceed $1,000 per item, without prior authority of the body.

2. The Membership Coordination Committee is charged with increasing the membership of the DASBD, securing adequate attendance at meetings, securing adequate volunteers for all committees and activities, aid in the collection of dues and such other duties that will ensure adequate membership and participation in the DASBD and ensure proper representation at DASBD meetings.

3. The Promotions and Publicity Committee is responsible for registration and counseling of youngsters and their families competing in the annual local Soap Box Derby race, and also handle all aspects of promoting community interest in the DuBois Area All-American Soap Box Derby and the activities of the DASBD. Its primary concern will be in the areas of increasing racer registration, increasing DASBD membership, and increasing race day attendance. The committee will work through schools, libraries, youth organizations, mail displays, local businesses and the DuBois Area Chamber of Commerce, local municipal events such as DuBois Community Days, the Internet via e-mails and a DASBD Website, newspapers, and any other suitable means to reach as many youngsters as possible to develop an interest and to register in the Soap Box Derby.

4. The Inspections Committee shall coordinate the efforts of the three Assistant Directors responsible for the Masters, Super-Stock and Stock Car Divisions to ensure all contestants have completed the construction of his or her car in a way that adheres to all rules and regulations as set forth by the current year All-American rule book. It shall keep informed of the rule changes or clarifications as they are posted by the All-American Rules Committee and pass along this information to all contestants, and keep informed of each individual’s progress in all of the three divisions as to car construction. They shall forward any unresolved questions to the All-American Soap Box Derby Rules Committee and relay to the appropriate parties the subsequent rulings. This Committee shall also take all steps necessary to organize, announce, and conduct a final inspection of all contestants’ race cars prior to the local race.

5. The Track Committee, under the direction of the Track Master, shall coordinate efforts with the Director in order to conduct, perform and establish all necessary actions, including all governmental approvals for road closings, municipal requests for same, emergency squad alerts, porta-potty rental, etc., to close a road and establish the track site on the day of the local Soap Box Derby Race. The track site must be rendered safe for all motorists, contestants, and spectators; including but not limited to: the placement of traffic signs warning motorists of the upcoming race and the impending need to detour; the placement of literature into local residents mailboxes advising them of the upcoming race and road closing; erection of safety fencing down both sides of the race track, the placement of hay bales around culverts, finish-line trailer, end-of-track, and any other hazard; the placement of barricades and signs to divert all traffic away from the race track, and the placement of all objects required to conduct the race including the placement of a starting ramp, the placement of a finish-line trailer/broadcast booth, the installation of a public-address system, the establishment of a pit area, and all other objects and activities required to perform such.

6. The Race Day Program Committee shall be responsible for the preparation, editing, publication, and sales of the annual Race-Day Program. Its primary function shall be to sell advertising space within the Program to civic-minded businesses and organizations, to include space for corporate race car sponsors, to include advertising for individuals and companies that have donated time or items to the DASBD, to sell space to well wishing relatives of contestants, and to ensure the clear and accurate photographs and bios of all of the Soap Box Derby Contestants.

7. The Banquet of Champions Committee shall have the responsibility of conducting all business associated with the securing of and negotiating with a catering establishment for the awards banquet which follows the annual local soap Box Derby race. It shall secure the banquet facility; establish the menu in accordance with the budget set forth by the Director in agreement with a vote during a general meeting of the DASBD; make preparations to order an adequate sized awards cake; and ensure an accurate count of attendees in conjunction with tabulations provided during final inspection.

8. It shall be the obligation of the Prize Committee to canvass local businesses, organizations, and individuals for donations to the Soap Box Derby in order to furnish the Awards Banquet with adequate prizes to award to contestants with any and all items or fiduciary rewards which they have garnered from local businesses, organizations, or individuals to reward as many contestants as possible for their efforts in competing in the Soap Box Derby. It shall be the responsibility of the Director to determine the value of each prize and to establish award categories, and to award such donations accordingly.

9. The Race Jacket Fund Raiser Committee shall organize and conduct the means by which the DASBD shall generate the capital required for the DASBD’s purchase of personalized race jackets for each contestant. It shall be the responsibility of this committee to ensure proper jacket size and proper name spelling for each contestant.

10. It shall be the task of the Rally Committee to conduct all DASBD business with regards to the Spring and Fall Rallies; be it All-American Rallies or NDR Rallies; and to relate all DASBD rally business with the Keystone Rally Association. Also to coordinate dates, equipment, or any other items with said other Associations.

11. The Fund Raising and Sponsorship Committee shall raise funds for the operation of the DASBD in order to cover the expenses of the local Soap Box Derby race and to provide a stipend to the local Champions and their families for the trip to Akron, Ohio for the All-American Soap Box Derby Championship race. This committee may solicit gifts, contributions and grants and engage in other fund raising activities such as flea markets, bake sales, etc. as approved by the Executive Board.

12. The Clinics Committees shall conduct educational clinics periodically to instruct contestants as to the basic techniques required for the building of Soap Box Derby race cars. Design tips will be offered showing ways to construct the various parts of Soap Box Derby race cars. The Clinics Committees will provide guidance and counseling for contestants at the clinics as required. The Clinics Committees are responsible to provide all visual aids and tools required for assembly demonstrations, and shall make arrangements for the location for the clinics, and shall prepare notices announcing the date, time, and place for the clinics, for distribution to known contestants.

The purpose of this conflict of interest policy is to protect The DuBois Area All-American Soap Box Derby organization's tax-exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

The minutes of the governing board and all committees with board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.

The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted