Chapter 1 Federation Domination

1.1 The United States Soccer Federation (USSF) articles of incorporation, bylaws, policies, and requirements take precedence over and supersede the governing documents and decisions of the State Association, the Connellsville Soccer Club (CSC), and its members to the extent applicable under Pennsylvania law and CSC and its members will abide by those articles, bylaws, policies and requirements.

Chapter 2 Membership

2.1 There shall be one class of members of CSC whose voting and other rights and interests shall be equal.

2.2 CSC will not discriminate against any individual on the basis of race, color, religion, age, sex, or national origin.

2.3 Membership shall be open to any natural person twenty-one (21) years of age or older if he/she is the parent or legal guardian of a child participating in the CSC soccer program or a coach of a CSC team. A husband and wife or mother and father of a player may have only one vote, regardless of the number of individuals of the family playing or coaching within the CSC.

2.4 Members may be involved during the Fall season, the Spring season, or both. Members who may have had a son/daughter on an active team, either In-House or Traveling Team, or who may have been a coach for an active team, for the time period starting August 1 of the year prior to the Annual Meeting and until the Annual Meeting shall be entitled to notice of, and to vote at, the Annual Meeting.

2.5 All members shall be responsible for the payment of all applicable registration fees and dues, including all assessments which may be made in lieu of fund-raising. Failure to pay any outstanding obligation at least fifteen (15) days prior to the Annual Meeting shall result in the member not being permitted to vote at the annual meeting and termination of his or her membership.

2.6 Except as set forth in Section 2.4, a member may be expelled and his or her membership thereby terminated for failure to act in accordance as set by the Constitution, Bylaws and Rules and Regulations of the CSC. A hearing before the Board of Directors, held within fifteen (15) days prior notice to all parties, shall decide the fate of said member.

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Chapter 3 Meetings

3.1 Meetings shall be held at a location to be determined by the Board of Directors.

3.2 Regular meetings shall be held bimonthly beginning with the Annual Meeting to be held in May. Such meetings shall be held during the last week of the month on a day and time to be fixed by the Board of Directors. Public notice of said meeting shall be given via the local newspaper and/or cable television station.

3.3 The Annual Meeting of the members shall be held in accordance with Article V of the CSC Constitution at the place and time of the May monthly meeting. Along with normally conducted business, annual reports of offices shall be given to the membership and election of officers shall be held. If the Annual Meeting shall not be called and held within six (6) months after the designated time, any member may call such Meeting at any time thereafter.

3.4 Ten (10%) percent of the members shall be necessary to constitute a quorum at the Annual Meeting. If the Annual Meeting cannot be organized due to lack of a quorum, the members present shall have the power to adjourn the meeting to such time and place as they may determine.

3.5 If ten (10%) of the members cannot be organized for a quorum at the second attempt of the Annual Meeting, those attending shall constitute a quorum.

3.6 When a quorum is present, the majority of the members present shall decide any question brought before such meeting, unless the question is one upon which, by express provision of these bylaws, a different vote is required.

3.7 As provided in Section 2.3, every member shall have one vote.

3.8 The Secretary of the CSC shall make, at least five (5) days before the Annual Meeting, a complete list of the members entitled to vote at the meeting, arranged in alphabetical order with the address of each. The list shall be made available for inspection to any member during usual business hours and shall also be available during usual business hours and shall also be available during the Annual Meeting.

3.9 At the Annual Meeting, the CSC Treasurer shall produce a current written financial statement which shall be available for inspection by any member during the course of the meeting.

3.10 In advance of the Annual Meeting, the Board of Directors may appoint judges of election, who need not be members, to act at such meeting or any adjournment thereof. If judges of election are not appointed prior to the meeting, persons in attendance shall be appointed. The number of judges shall be three. No person who is a candidate for office shall act as a judge. The judges of election shall act to conduct the election or vote with fairness to all members and shall make a written report of any challenge or question or matter determined by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein.

3.11 Except as otherwise provided in the articles of incorporation, any action required to be taken at a meeting of the members may be taken without a meeting, if a consent in writing setting forth the action so taken, shall be signed by a majority of the members who would be entitled to vote at a meeting for such purpose. The Secretary shall keep the signed document on file.

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3.12 A member may vote at any meeting by proxy and will be counted as present at any meeting at which he or she is represented by proxy. Proxy shall only be granted with a signed statement from the absent member presented by the person of proxy. The signed statement shall be kept on file by the Secretary until the next Annual Meeting.

3.13 All meetings of the members shall be conducted and abide by the latest edition of Roberts Rules of Order.

Chapter 4 Board of Directors

4.1 The Board of Directors shall consist of the following officers: President, Vice President, Secretary, Treasurer, Immediate Past President, and up to five Members at Large.

4.2 Directors shall be elected at the end of the Annual Meeting of the membership. Any newly elected Director shall immediately assume the duties of their office and shall do so until their term expires.

4.3 The Board of Directors shall have the power to conduct all financial business of the Connellsville Soccer Club, be responsible for all policies and playing rules, make appointments for referees and coaches and maintain communications with PA West.

4.4 The terms of office shall be two years with the exception of the inaugural election in the year 2000. The terms for Vice President, Treasurer and two Members at Large for that election shall be one year.

4.4.1 President, Secretary and three Members at Large shall be elected in even number years.

4.4.2 Vice President, Treasurer, and two Members at Large shall be elected in odd number years.

4.5 Vacancies in the Board of Directors shall be filled by a majority vote of the remaining members of the Board and each person so elected shall be a director until his or her successor is elected by the members who may hold such election at the next Annual Meeting of the members when the position would normally be voted on per Sec 4.4.2.

4.6 At the regular meetings, held as specified in Section 3.2, when a vote is required, each member of the Board of Directors shall have one vote except the President who shall only vote in cases of a tie. No proxies permitted.

4.6.1 One or more of the Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All directors so participating shall be deemed present at the meeting.

4.7 The President shall chair all meetings. In the absence of the President, the chair shall be assumed in the following order: Vice President, Secretary, Treasurer.

4.8 A quorum shall be a majority of the total membership of the Board of Directors and the acts of a majority of the Directors present shall be the acts of the Board of Directors.

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4.9 The Board of Directors shall meet at least six times yearly as specified in Section 3.2. Notice of each regular meeting of the Board shall be given each director at least five (5) days before the meeting.

4.10 The Board of Directors may designate one or more committees, each committee to have at least one Director as a member. Any such committee shall have such powers and authority as the Board of Directors shall specify.

4.11 The Board of Directors shall have the right to set and assess registration fees as necessary to meet the costs of conducting its programs. These fees may be independent of any dues, and applicable to specific program activities, where warranted.

4.12 Absence by any Board Member(s) from three consecutive regular meetings may result in disciplinary action by the remainder of the Board. Any action taken will be based on a majority vote of the Board with the subject party(s) abstaining from the vote. Any position(s) that may be vacated may be filled with an interim Board member at the next scheduled meeting by a majority vote of the remaining Board. The interim Board member shall serve until the next Annual meeting at which the position would normally be voted.

Chapter 5 Officers

5.1 The president of the Board shall be the chief executive officer of the Connellsville Soccer Club. The president shall preside at all meetings of the members and directors, shall have general and active management of the business of the Club, and shall see that all orders and resolutions of the Board are carried into effect. The president shall execute bonds, mortgages and other contracts required to be signed and executed. The president shall coordinate and oversee the work of the officers, agents, and committees of the Club in order to assure that the duties of each are performed and the purpose of the Club is promoted.

5.2 The vice-president shall, in the absence or disability of the president, perform and exercise the powers of the president and shall perform such other duties as the Board of Directors may prescribe or the president may delegate.

5.3 The secretary shall attend all sessions of the Board and all meetings of the members and record the votes of the Club and the minutes of all the transactions in a book to be kept for that purpose. The secretary shall give notice of all meetings of the Board of Directors in accordance with Article V of the Constitution. Upon request, the secretary shall make available to any member a copy of the Constitution, Bylaws, and Rules and Regulations of the Club.

5.3.1 The secretary shall be responsible for selecting, ordering, and distributing to the coaches the team “uniforms” (t-shirt) for the In-house program.

5.3.2 The secretary shall be responsible for selecting, ordering, and distributing to the coaches an “award of participation” for each player in the In-house program. The type of award and the cost shall be subject to the Board of Directors approval.

5.4 The treasurer shall have custody of the Club funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Club and shall deposit all monies and other valuable effects in the name and to the credit of the Club in such depositories as shall be designated by the Board of Directors. The

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5.3 Treasurer shall disburse the funds of the Club as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the president and directors at the regular meeting of the Board, or whenever requested by a member of the Board of Directors, an account of all the transactions of the Club and the financial condition of the Club. The treasurer is permitted to disburse club funds up to $500.00 with his/her own signature. Any disbursements over $500.00 would require 2 board member signatures. The treasurer shall also make a full report at the Annual Meeting and shall present a financial statement at every meeting of the members. If requested by the Board of Directors, the treasurer shall give the Club a bond in such sum, and with such surety or sureties as may be satisfactory to the Board of Directors, for the faithful discharge of the duties of the office and for the restoration to the Club, in case of the treasurer’s death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under the treasurer’s control belonging to the Club.

5.5 The secretary shall be responsible for keeping accurate records of the current membership, shall provide the necessary reports to the PA West registrar for the registration of the Club within PA West, shall provide, upon request, a list of the current members to the Board of Directors, and shall provide a verification list of eligible members who may vote at the Annual Meeting. The secretary should have access to and have experience with a computer and appropriate software in order to parse the membership data as needed. A typical software program may be Microsoft Excel.

5.5.1 The secretary shall record the Travel Team rosters and produce a printed copy for each team per PAWest guidelines. Complete information for each Travel Team must be provided to the secretary by the Travel Team Commissioner.

5.5.2 The secretary shall verify and collect the necessary fees per Travel Team player. These fees, along with a Travel Team roster, shall be transferred to the Treasurer.

Chapter 6 Appeals, Grievances and Disputes

6.1 The Board of Directors shall have the right and authority to suspend, expel, or otherwise discipline an individual (office, player, coach, or parent) for matters provided for in the Club Bylaws and Rules and Regulations.

6.2 Grievances involving the actions of player, coaches, parents, officers, referees or staff shall be submitted, in writing, to the Chairperson of the Judicial Committee.

6.3 Emergency grievances such as threats of physical harm or sexual misconduct may be made orally to the Judicial Committee Chairperson, Secretary, or President. Such emergencies shall be dealt with immediately. The normal written grievance must still be submitted in a timely manner.

6.4 Situations involving criminal activity shall be immediately reported to the appropriate police authorities by the complainant and/or witnesses.

6.5 The Judicial Committee shall gave the authority to investigate allegations of rules violations or misconduct related to the Connellsville Soccer Club. This authority shall extend, but not be limited, to game day activities, team meetings or practices, tournaments, and club meetings.

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6.6 The conduct of an investigation shall be at the sole discretion of the Judicial Committee Chair but may include:

6.6.1 A written complaint of the alleged activity.

6.6.2 Notice to involved parties of the time, date and place where the complaint will be considered by the Committee (the hearing).

6.6.3 Written statements supporting the complaint must be received by the committee chair at least ten (10) days prior to the hearing with a copy sent to the party, or parties against whom the complaint is lodged.

6.6.4 Written statements supporting the party(s) against whom a complaint is lodged must be received by the Committee Chair at least three (3) days prior to the hearing with a copy sent to the complaining party.

6.6.5 A written or oral statement or argument may be submitted by either party at the hearing.

6.6.6 The complaint shall be deemed not true unless the weight of credible evidence supporting the claim is clear and convincing.

6.6.7 After the hearing the Committee shall make a recommendation to the Board as to the resolution of the complaint. The decision of the Board of Directors on said complaint shall be final and binding.

6.6.8 Issues may occasionally arise between a parent(s) and a coach. It is the Club’s desire that team administration matters be resolved at the team level with particular care taken to protect players from unnecessary pressure. When issues cannot be resolved at the team level, then:

6.6.8.1 The coach may submit a written description of the issue to the Board.

6.6.8.2 The parent(s) may submit a written description of the issue to the Board.

6.6.8.3 The Board will review the matter and make recommendations for solution. The Board’s decision will be final and binding.

6.7 Legal counsel – There is a right to be assisted in the presentation of one’s case at a hearing. If legal counsel is utilized, prior notification must be given so that the hearing board may be equally represented.

Chapter 7 Administrative Rules

7.1 The Board of Directors has the right to make and enforce any administrative rules that deal with the policies or business of the Connellsville Soccer Club, in accordance with Sec. 4.8.

7.2 Any member in good standing my submit rules for consideration.

7.3 A new rule may only be enforced at the beginning of a seasonal year, unless otherwise determined by the Board and communicated to the membership in writing.

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7.4 Submission of rules must be in writing identifying the submitting party. The rule must state if it is a new rule, a change, or a request for withdraw of a current rule.

7.4.1 Changes must state the old rule in its entirety, the replacement rule in its entirety, and the reason for change.

7.4.2 All proposed administrative rule changes must be sent to the Secretary 15 days prior to the Board of Director’s next scheduled meeting.

7.5 The calendar and all age requirements shall be established in accordance with the USSF, USYSA, and PAWest Soccer Association.

7.6 All checks or demands for money or notes of the Club must be submitted on a approved funds request form and shall be signed by such officers as the Board of Directors shall from time to time designate.

7.7 Connellsville Soccer Club will provide to PA West copies of the Club’s constitution, bylaws, and other governing documents. Changes to these documents shall be submitted no later than 90 days after adoption.

7.8 Connellsville Soccer Club will allow PA West to review its documents and procedures, on request of PAWest, not less than once every 4 years, to determine compliance with PA West and USSF bylaws.

Chapter 8 Committees

8.1 The Board of Directors shall have the right to create standing and ad hoc committees as it deems necessary.

8.2 The President shall nominate committee chairs for approval by the Board of Directors at the first meeting of each seasonal year.

8.3 All ad hoc committees shall be appointed by the President.

Chapter 9 Roberts’ Rules of Order

9.1 Roberts’ Rules of Order shall be deemed to be adopted at all meetings conducted by the Club unless otherwise permitted by these bylaws.

Chapter 10 Amendments

10.1 The Bylaws of the Connellsville Soccer Club may be amended, in whole or part, by a majority vote of the members of the Club in good standing present at the Annual Meeting.

10.2 All members and the Board of Directors shall have the right to submit proposals amending the Bylaws. All proposals shall be submitted to the Secretary 30 days prior to the Annual Meeting.

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10.3 All amendments must include the present bylaw provision in its entirety followed by the proposed amendment with any new language proposed to be underlined.

Chapter 11 Liability of Directors

11.1 Liability for Damages. No trustee shall be personally liable for monetary damages for any action taken, or any failure to take action, unless (1) the director has breached or failed to perform his or her duties as a director as required by law, and (2) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

11.2 Application. This exclusion from personal liability for monetary damages shall not apply to (1) the responsibility or liability of a director pursuant to any criminal statute, or (2) the liability of a director for the payment of taxes pursuant to a local, state, or federal law.

Chapter 12 Indemnification

12.1 The Club shall indemnify any director or officer, and may indemnify any other employee or agent, who was or is a party to or is threatened to be made a party to, or is called as a witness in any action by reason of the fact that he is or was a director, officer, employee or agent of the Club, or is or was serving at the request of the Club as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust or other enterprise. For this purpose, “action” shall include any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Club. Indemnification hereunder shall apply to all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the director, officer, employee or agent of the Club in connection with any action. No person shall be indemnified hereunder if the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

12.2 The Club may pay expenses incurred by an officer, director or other employee or agent, in defending a civil or criminal action, suit or proceeding, in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined to be indemnified by the Club.

12.3 The Club may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Club or who is or was serving in any capacity in any other Corporation or organization at the request of the Club against any liability asserted against him or incurred by him in any such capacity or arising out of his or her status as such, whether or not the Club would have the power to indemnify him against such liability under the law.

12.4 The indemnification provided by this article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

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13.1.1 This code of ethics has been developed to clarify and distinguish approved and accepted professional, ethical, and moral behavior from that which is detrimental to the development of the sport of soccer. (The term “Coach” shall include, but is not limited to Head Coach, Assistant Coach(s), Manager and/or Team Representative.

13.2 Responsibilities To Players

13.2.1 The coach must never place the value of winning over the safety and welfare of players. Winning should be the result of preparation and discipline with emphasis placed on the highest ideals and character traits.

13.2.2 Coaches shall instruct players to play within the written laws of the game and within the spirit of the game at all times.

13.2.3 Coaches shall not seek unfair advantage by teaching deliberate unsportsmanlike behavior to players.

13.2.4 Coaches should not tolerate inappropriate behavior from players regardless of the situation.

13.2.5 Demands on players’ time should never be so extensive as to interfere with academic goals and progress. Motivation for excellence should include academics as well as athletics.

13.2.6 Under no circumstances should coaches authorize or encourage the use of medicinal or performance enhancing drugs. Players should be directed to seek proper medical attention for injuries and to follow the physician’s instructions regarding treatment and recovery. At no time should a player be put at risk by returning from injury prematurely or by being forced to play while injured.

13.3 Responsibility To Connellsville Soccer Club

13.3.1 Adherence to all CSC rules and policies, especially those regarding eligibility, team formation, recruiting, and guest players are mandatory and should never be violated. It is the responsibility of every coach to know and understand these rules.

13.3.2 Player development and the growth of the player through participation is essential to the growth of the sport. Additionally, the coach must behave in such a manner that the principles, integrity, and dignity of the sport are maintained.

13.3.3 Any problems that cannot be resolved between coaches should be referred to the appropriate CSC Officer or Commissioner immediately.

13.4 Responsibility To The Laws Of The Game

13.4.1 Coaches should be thoroughly acquainted with and demonstrate a working knowledge of the laws of the game of soccer. Coaches are also responsible to ensure that their players understand the intent as well as the application of the laws.

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13.4.2 Coaches must adhere to the letter and spirit of the laws of the game. Those coaches who circumvent the rules to gain advantage have no place in soccer.

13.4.3 Coaches are responsible for their players’ actions on the field and must not permit them to perform with the intent of causing injury to opposing players.

13.4.4 If coaches permit, encourage, or condone performance which is not in the letter or spirit of the laws, they are derelict in their responsibility to players, CSC and the sport worldwide. The coach must strive constantly to teach good sporting behavior.

13.5 Responsibility To Officials

13.5.1 Officials must have the support of coaches, players, and spectators. Criticism of officials undermines their purpose in the game. Coaches must always refrain from criticizing officials in the presence of players.

13.5.2 Coaches should strive to develop a line of communication with officials, giving each an opportunity to better understand the problems relating to their specific area. This section shall not be taken as an encouragement to debate referee decisions during the match.

13.5.3 On game day, officials should be treated with respect before, during, and after the game. Officials should be addressed as “Referee” or “Mr/Ms. Referee” and not by name. Professional respect should be mutual and there should be no demeaning dialogue or gesture between official, coach, or player. Coaches must not incite players or spectators or attempt to disrupt the flow of play.

13.5.4 Comments regarding an official should be made in writing to the appropriate organization assigning the official.

13.6 Game Day and Other Responsibilities

13.6.1 A coach’s behavior must be such as to bring credit to himself, his organization, and the sport of soccer. This is never more evident than on the day of the contest.

13.6.2 Rival coaches should meet prior to the game and exchange friendly or professional greetings. While the concept of rivalry is wholly embraced, it cannot take precedence over exemplary professional conduct.

13.6.3 During play, coaches have a responsibility to be as inconspicuous as possible. Coaches shall exhibit a respectful attitude towards players. The coach must confine him/herself to the coaching area.

13.6.4 The attitude of the coach towards officials, spectators, opposing players and coaches should be controlled and undemonstrative.

13.6.5 It shall be unethical for a coach to have any verbal altercation with an opposing coach or bench during the game. Hostile physical contact with a player is considered highly unethical.

13.6.6 The coach’s foremost post game responsibility is his/her team.

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13.6.7 Coaches should use their influence on unfriendly spectators that demonstrate intimidating behavior towards officials and opposing teams.

13.7 Parents Code of Conduct

13.7.1 Children have more need for example than for criticism.

13.7.2 Attempt to relieve the pressure of the competition, not increase it. A child is easily affected by outside influences.

13.7.3 Be kind to your child’s coach and officials. The coach is a volunteer, giving of personal time and money to provide a recreational activity for your child.

13.7.4 The opponents are necessary friends. Without them your child could not participate.

13.7.5 Applaud good plays by your team and by members of the opposing team.

13.7.6 Do not question an official’s judgment and honesty. Officials are symbols of fair play, integrity, and sportsmanship.

13.7.7Accept the results of each game. Encourage your child to be gracious in victory, and to turn defeat into victory by working towards improvement.

13.7.8 Remember your child is involved in organized sports for their enjoyment, NOT YOURS!

13.7.9 Encourage your child to always play by the rules.

13.7.10 Teach your child that honest effort is as important as victory so that the result of each game is accepted without undue disappointment.

13.8 Code Of Conduct For CSC Registered Referees

13.8.1 I pledge that I will faithfully enforce the Laws of the Game and any special Rule of the Competition of the League(s) I am officiating for without prejudice or favoritism to any player, team or coach.

13.8.2 I recognize that it is my professional duty to constantly keep abreast of any changes in the Laws or Rules of Play and to keep myself physically file and my training refreshed.

13.8 3 I will constantly strive to improve my own refereeing techniques and always accept sincere, constructive criticism from fellow referees or official assessors without malice.

13.8.4 I pledge that I will make myself available, whenever possible, for game assignments for which I am qualified.

13.8.5 If I am a State or National USSF referee, I acknowledge that my first responsibility is to State or USSF assigned games and that I will make myself available for these assignments regardless of conflicts with local playing associations or with leagues that I may be active in as a player or as a coach.

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13.8.6 I do hereby acknowledge my fellow referees’ total authority over any matches over which they are duly assigned to officiate, and I pledge that I will never interfere with the carrying out of their prescribed duties, before, during, or after a match.

13.8.7 I understand that any criticism of fellow referees should be limited to constructive criticism in quiet private referee to referee discussions, and then never within hearing distance of players, coaches, or spectators.

13.8.8 As a registered USSF/PA West referee, I will always strive to conduct myself in the highest professional manner possible, including refraining from indulging in arguments or name-calling with coaches and/or spectators.

13.8.9 I also acknowledge that if I am also a coach, player, or spectator, that my conduct towards, and my respect for, my fellow referee doing my game is more closely noticed by all concerned. I will, therefore, strive to set a very high standard of personal conduct under these circumstances to serve as an example to all.

13.8.10 I understand that I should wear only the approved USSF referee uniform with the current badge of the highest grade I am qualified for, and that my uniform be clean, neat, and in a good state of repair.

13.8.11 I also understand that if I am coach, that I am not to wear my uniform while coaching my team.

13.8.12 I further understand that I should not partake of any type of alcoholic beverage before any game assignment, and that I should never smoke, eat, or drink while actually officiating.

13.8.13 I herby pledge that I will always faithfully carry out my duties and obligations as a USSF referee registered with the PA West Soccer Association; and that I do hereby acknowledge and accept the jurisdiction of the local PA West – affiliated playing association I may be refereeing for, and their respective Referee, Committees, were applicable, over my actions, conduct, and performance as a registered USSF referee.

13.8.14 I furthermore understand that I may be disciplined, to include being placed on probation, suspended, or refused registration for significant or repetitive breaches of this Code of Conduct or any of its articles or provisions.

Chapter 14 Non-Profit Status

14.1 In the event of a sale or dissolution of the organization, the transfer or sale of any surplus funds or property owned by the organization for private investment is strictly prohibited. As part of the dissolution process, this section requires that the Board of Directors identify a suitable non-profit organization or organizations to receive any and all surplus funds or property as a result of a sale or dissolution.