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cooperation, respect, and accountability to one’s self and to team members, (iii) encourage community engagement and provide children opportunities to form friendships through participation in teams sports, and (iv) combat delinquency by keeping youths engaged in a safe, structured, and supervised environment.

(c) Private Inurement; Dissolution. No part of the income of the Corporation shall be paid, distributed, or otherwise inure to the benefit or use of its directors or officers or other private persons, except that the Corporation shall be authorized to pay compensation in a reasonable amount to its directors or officers for services rendered, and to make payments and distributions in furtherance of its general corporate purposes including contributions and donations for charitable purposes. Upon dissolution of the Corporation, the assets of the Corporation shall not be distributed to its directors or officers or other private persons. Upon such dissolution, the Board of Directors of the Corporation (the “Board” or the “Board of Directors”) shall, after paying or making provision for the payment of all corporate liabilities and for the disposition of any property committed to charitable purposes as required by court order, transfer and convey the remaining assets to such charitable organization or organizations as the Board of Directors shall determine to be similar to the Corporation’s character, purpose, and method of operation.

Article III Offices and Fiscal Year

Section 3.01 Registered Office. The registered office of the Corporation in the Commonwealth of Pennsylvania is 5911 Elgin Street, Pittsburgh, Pennsylvania 15206; provided that the registered office address of the Corporation may be changed by a vote of a majority of the Board of Directors and the making of an appropriate filing with the Corporations Bureau of the Department of State for the Commonwealth of Pennsylvania.

Section 3.02 Other Offices. The Corporation may also have offices at such other places within or without the United States of America as the Board of Directors may from time to time appoint or the business of the Corporation requires.

Section 3.03 Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year.

Article IV Board of Directors

Section 4.01 Powers. The Board of Directors shall have full power to conduct, manage, and direct the business and affairs of the Corporation, and all powers of the Corporation are hereby granted to and vested in the Board of Directors.

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Section 4.02 Qualification and Selection. Each director of the Corporation shall be a natural person of full age, but need not be a resident of Pennsylvania. In the case of vacancies, directors shall be selected by the remaining director or directors.

Section 4.03 Number and Term of Office. The Board of Directors shall consist of at least three, and up to nine, directors, or such larger number of directors as may be determined from time to time by resolution of the Board of Directors. Each director shall hold office for two years and until his or her successor shall have been elected and qualified, or until his earlier death, resignation, or removal.

Section 4.04 Organization. The Chairman of the Board, if one has been elected and is present, or if not, the Vice-Chairman of the Board, if one has been elected and is present, or if not, the President, if he is present, or if not, a Vice-President in order of seniority, or if no Vice- President is present, a director designated by the Board, shall preside at each meeting of the Board of Directors. The secretary, or in his absence any Assistant Secretary, shall take the minutes at all meetings of the Board of Directors. In the absence of the secretary and an assistant secretary, the presiding officer shall designate any person to take the minutes of the meeting.

Section 4.05 Resignations. Any director of the Corporation may resign at any time by giving written notice to the chairman or the secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06 Vacancies. The Board of Directors may declare vacant the office of a director if he is declared of unsound mind by an order of court, or convicted of felony, or for any other proper cause, or if within 30 days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Board of Directors. Any vacancy or vacancies in the Board of Directors because of death, resignation, removal in any manner, disqualification, an increase in the number of directors, or any other cause may be filled by a majority of the remaining members of the Board of Directors (even if less than a quorum) at any regular or special meeting, and each person so elected shall be a director to serve for the balance of the unexpired term.

Section 4.07 Place of Meeting. Meetings of the Board of Directors may be held at such place within or without Pennsylvania as the Board of Directors may from time to time appoint, or as may be designated in the notice of the meeting.

Section 4.08 Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as shall be designated from time to time by resolution of the Board of Directors. If the date fixed for any such regular meeting be a legal holiday under the laws of the state where such meeting is to be held, then the same shall be held on the next succeeding business day, or at such other time as may be determined by resolution of the Board of Directors. At such meetings, the directors shall transact such business as may properly be brought before

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the meeting. Notice of regular meetings need not be given unless otherwise required by law or these bylaws.

Section 4.09 Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the president or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone or in writing at least five days before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.

Section 4.10 Manner of Acting, and Adjournment. A majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote. Except as otherwise specified in the articles or these bylaws or provided by state, 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 of Directors. In the absence of quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is present. The directors shall act only as a Board, and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the directors may be taken without a meeting, if a written consent or consents setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of the Corporation.

Section 4.11 Executive and Other Committees.

(a) By resolution adopted by a majority of the whole Board of Directors, standing or temporary committees, which may include an Executive Committee, consisting of at least two directors may be appointed by the Board of Directors. The Board may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee, and in the event of such absence or disqualification, the member or members of such committee present at any meeting and not disqualified from voting, whether not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board shall serve at the pleasure of the Board.

(b) The Executive Committee shall have and exercise such authority of the Board of Directors in the management of the business and affairs of the Corporation as the Board of Directors may specify from time to time, which may include any action which the Pennsylvania Nonprofit Corporation Law of 1988 provides shall or may be taken by the Board of Directors, except that the Executive Committee shall not have any power or authority as to (i) the filling of vacancies in the Board of Directors, (ii) the adoption, amendment or repeal of the bylaws, or (iii) the amendment or repeal of any resolution of the Board.

(c) No committee of the Board of Directors other than the Executive Committee, shall, pursuant to the resolution of the Board of Directors or otherwise, exercise any of the powers or authority vested in the Board of Directors as such by these bylaws or the Pennsylvania Nonprofit Corporation Law of 1988, but any other committee of the Board of

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Directors may make recommendations to the Board of Directors or Executive Committee concerning the exercise of such powers and authority.

(d) The establishment of any committee of the Board of Directors and the delegation thereto for power and authority shall not alone relieve any director of his fiduciary duty to the Corporation.

(e) A majority of the directors in office designated to a committee, or any director designated to replace them as provided in this section, shall be present at each meeting to constitute a quorum for the transaction of business, and the acts of a majority of the directors in office designated to a committee or their replacements shall be the acts of the committee. Each committee shall keep regular minutes of its proceedings and report such proceedings periodically to the Board of Directors. Sections 4.08, 4.09, and 4.10 shall be applicable to committees of the Board of Directors.

Section 4.12 Interested Directors or Officers; Quorum. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes a contract or transaction specified in this Section. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, in which there is a financial interest, shall be void or voidable solely for such reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (a) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors; (b) the Board of Directors determines that the contract or transaction is fair as to the Corporation; (c) the Board of Directors in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors; and (d) the Corporation and Board of Directors (including the interested director) comply with the requirements of any conflict of interest policy that may be adopted.

Section 4.13 Compensation of Directors. Each director shall be paid such reasonable fee, if any, as shall be fixed by the Board of Directors for each meeting of the Board of Directors or committee of directors which he or she shall attend and may be paid such other reasonable compensation for his or her services as a director as may be fixed by the Board of Directors.

Article V
Notice; Waivers; Meetings

Section 5.01 Notice. Whenever written notice is required to be given to any person under the provisions of the articles, these bylaws, or the Pennsylvania Nonprofit Corporation Law of 1988, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by electronic mail or by telefax to his or her address supplied

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by him or her to the Corporation for the purpose of notice. If the notice is sent by mail or electronic mail, it shall be deemed given to the person entitled thereto when deposited in the United States mail, postage prepaid, or sent to the email address on the books of the Corporation. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by law or these bylaws. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

Section 5.02 Waivers of Notice. Whenever any written notice is required to be given under the provisions of the articles, these bylaws, or the Pennsylvania Nonprofit Corporation Law of 1988, 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. Except as otherwise required by Section 8.06 hereof, neither the place of the transaction nor the purpose of a meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

Section 5.03 Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.

Section 5.04 Meetings by Telephone. One or more persons may participate in any regular or special meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner by a Director will be considered to be attendance in person for all purposes under these bylaws.

Article VI Officers

Section 6.01 Number, Qualifications and Designation. The officers of the Corporation shall be a president, one or more Vice-Presidents (the number thereof to be determined by the Board), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of Section 6.03. Any number of offices may be held by the same person. Officers may but need not be directors of the Corporation. The chairman and secretary shall be natural persons of full age. The treasurer may be a Corporation, but if a natural person shall be of full age. The Board of Directors may elect from among the members of the Board a

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Chairman of the Board and a Vice-Chairman of the Board who shall be officers of the Corporation.

Section 6.02 Election and Term of Office. The officers of the Corporation, except those elected by delegate authority pursuant to Section 6.03 of this Article, shall be elected annually by the Board of Directors, and each such officer shall hold his or her office until the next annual organization meeting of directors and until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation, or removal.

Section 6.03 Subordinate Officers, Committees and Agents. The Board of Directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Corporation may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

Section 6.04 Resignations. Any officer or agent may resign at any time by giving written notice to the Board of Directors, or to the chairman or the secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.05 Removal. Any officer, committee, employee or other agent of the Corporation may be removed, either for or without cause, by the Board of Directors or other authority which elected, retained or appointed such officer, committee or other agent whenever in the judgment of such authority the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

Section 6.06 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by the Board of Directors or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 6.03 of this Article, as the case may be, and if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion of the term.

Section 6.07 General Powers. All officers of the Corporation, as between themselves and the Corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by resolutions or orders of the Board of Directors, or, in the absence of controlling provisions in resolutions or orders of the Board of Directors, as may be provided in these bylaws.

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Section 6.08 Chairman and Vice-Chairman of the Board. The Chairman of the Board (if any) shall preside at all meetings of the Board of Directors, and shall perform such other duties as may from time to time be requested of him by the Board of Directors.

Section 6.09 The President. The president shall be the chief executive officer of the Corporation. Subject to the control of the Board of Directors, the President shall have general supervision over the activities and operations of the Corporation. The president shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these bylaws, to some other officer or agent of the Corporation, and in general shall perform all duties incident to the office of president, and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 6.10 The Vice-President. The Vice-President(s) shall perform the duties of the President in the absence of the President and other such duties as may, from time to time, be assigned to them by the Board of Directors or by the President.

Section 6.11 The Secretary. The secretary or an assistant secretary shall attend all meetings of the Board of Directors and shall record all the votes of the directors and the minute of the meetings of the Board of Directors and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation; shall see that the corporate seal is affixed to all documents to be executed on behalf of the Corporation under its seal; and in general shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned to him or her by the Board of Directors or the president.

Section 6.12 The Treasurer. The treasurer or an assistant treasurer shall have or provide for the custody of the funds or other property of the Corporation and shall keep a separate bank account of the same from his or her credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the Board of Directors may from time to time designate; shall render an account showing his or her transactions as treasurer and the financial condition of the Corporation whenever so required by the Board of Directors; and in general, shall discharge such other duties as may from time to time be assigned to him or her by the Board of Directors, or the Chairman.

Section 6.13 Officer Compensation. The salaries and other compensation (if any) of the officers elected by the Board of Directors shall be fixed from time to time by the Board of Directors.

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Article VII
Limitation of Personal Liability of Directors; Indemnification of Directors, Officers and Other Authorized Representatives

Section 7.01 Limitation of Personal Liability of Director. A director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless (a) the director has breached or failed to perform the duties of his or her office as defined in Section 7.02, below, and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, provided, however, that the preceding sentence shall not apply to the responsibility or liability of a director pursuant to any criminal statute, or to the liability of a director for the payment of taxes pursuant to local, state or federal law.

Section 7.02 Standard of Care and Justifiable Reliance.

(a) A director of the Corporation shall stand in a fiduciary relationship to the Corporation, and shall perform his or her duties as a director (including his or her duties as a member of any committee of the Board of Directors upon which he or she may serve) in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence as a person of ordinary prudence would use under similar circumstances. A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would case his or her reliance to be unwarranted. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statement and other financial data, in each case prepared or presented by any of the following:

(i) One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(ii) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of

such person;

(iii) A committee of the Board of Directors upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated

authority, which committee the director reasonably believes to merit confidence.

(b) In discharging the duties of their respective positions, the Board of Directors, committees of the Board and individual directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon persons with whom the Corporation has business and other relations, and upon communities in which the offices or other establishments of or related to the Corporation are located, and any other pertinent factors. The consideration of those factors shall not constitute a violation of Section 7.02(a) hereof.

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(c) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director, or any failure to take any action shall be presumed to be in the best interests of the Corporation

Section 7.03 Indemnification in Third Party Proceedings. 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, suit 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 or she is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be, or not opposed to, in the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to order, settlement, conviction, or upon a pleas 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 which he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 7.04 Indemnification in Derivative Actions. The Corporation shall indemnify and person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred in a manner he or she reasonably believed to be, or not opposed to, in the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the Court of Common Pleas of the county in which the Corporation’s registered office is located or the court in which such action or suit was brought shall determine 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 indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper.

Section 7.05 Mandatory Indemnification. Notwithstanding any contrary provision of the articles or these bylaws, to the extent that a representative of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in either Section 7.03 or Section 7.04 above, he or she shall be indemnified against expenses (including attorneys; fees) actually and reasonably incurred by him or her in connection therewith.

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Section 7.06 Determination of Entitlement to Indemnification. Unless ordered by a court, any indemnification under Section 7.03 or 7.04 above shall be made by the Corporation only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable (or, even if obtainable, if a majority vote of quorum of disinterested directors so directs) by independent legal counsel in a written opinion.

Section 7.07 Advancing Expenses. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in a specific case, upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article VII.

Section 7.08 Indemnification of Former Representatives. Each such indemnity may continue as to a person who has ceased to be a representative of the Corporation and may inure to the benefit of the heirs, executors, and administrators.

Section 7.09 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person’s status as such, whether or not the Corporation would otherwise have the power to indemnify such person against such liability.

Section 7.10 Reliance on Provisions. Each person who shall act as an authorized representative of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article VII.

Article VIII Miscellaneous

Section 8.01 Corporate Seal. The Board of Directors shall prescribe the form of a suitable corporate seal, such shall contain the full name of the Corporation and the year and state of incorporation.

Section 8.02 Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board of Directors may from time to time designate.

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Section 8.03 Contracts. Except as otherwise provided in these bylaws, the Board of Directors may authorize any officer or officers, agent, or agents to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 8.04 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board of Directors shall from time to time determine.

Section 8.05 Annual Report of Directors. The Board of Directors shall direct the President and Treasurer to present at the annual meeting of the Board a report, which shall be filed with the minutes of the annual meeting of the Board, showing in appropriate detail the following:

(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report;

(b) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report;

(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation; and

(d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.

Section 8.06 Amendment of Bylaws. These bylaws may be amended or repealed, or new bylaws may be adopted, by vote of a majority of the Board of Directors of the Corporation in office at any regular or special meeting of directors. Such proposed amendment, repeal, or new bylaws (or a summary thereof) shall be set forth in any notice of such meeting, whether regular or special.

Section 8.07 Amendment of Articles of Incorporation. The Articles of Incorporation of the Corporation may be amended by a vote of a majority of the Board of Directors in office at any regular or special meeting of the directors. Such proposed amendment shall be set forth in any notice of such meeting, whether regular or special.

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