Non-Profit Bylaws of Pennsylvania Oath Keepers

Adopted November 5th 2016

 

TABLE OF CONTENTS

PREAMBLE

ARTICLE  1 – NAME

ARTICLE  2 – PURPOSE

ARTICLE  3 – OFFICES

ARTICLE  4 – SEAL

ARTICLE  5 – MEMBERS OF PENNSYLVANIA OATH KEEPERS

ARTICLE  6 – MEETINGS OF MEMBERS

ARTICLE  7 – BOARD OF DIRECTORS

ARTICLE  8 – OFFICERS

ARTICLE  9 – COMMITTEES

ARTICLE 10 – VACANCIES

ARTICLE 11 – STANDARD OF CARE

A. GENERAL

B. LOANS

C. CONFLICT OF INTEREST

D. VIOLATION OF LOYALTY/SELF DEALING

E. INDEMNIFICATION

ARTICLE 12 – EXECUTION OF CORPORATE INSTRUMENTS

ARTICLE 13 – BOOKS AND RECORDS

ARTICLE 14 – MEMBERSHIP CERTIFICATES

ARTICLE 15 – TRANSACTION OF BUSINESS

ARTICLE 16 – ANNUAL REPORT

ARTICLE 17 – NOTICES

ARTICLE 18 – MISCELLANEOUS PROVISIONS

ARTICLE 19 – AMENDMENTS AND REVISIONS

ARTICLE 20 – CONSTRUCTION AND DEFINITIONS

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PREAMBLE

The following By-Laws shall be subject to, and governed by, the Non-Profit Corporation Act of Pennsylvania and the Articles of Incorporation of Pennsylvania Oath Keepers. In the event of a direct conflict between the herein contained provisions of these By-Laws and the mandatory provisions of the Non-Profit Corporation Act of Pennsylvania, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these By-Laws and the Articles of Incorporation of Corporation/Organization, it shall be the Articles of Incorporation which shall be controlling.

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ARTICLE 1 – NAME

  1. The legal name of the Non-Profit Corporation/Organization shall be known as Pennsylvania Oath Keepers, Inc., and shall herein be referred to as the “Corporation/Organization.”

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ARTICLE 2 – PURPOSE

  1. The general purposes for which this Corporation/Organization has been established are as follows:   The purpose for which the Non-Profit Corporation is formed is set forth in the attached Articles of Incorporation. The Corporation/Organization is established within the meaning of IRS Publication 557 Section 501(c) (4) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code and shall be operated exclusively for the dissemination of information and assistance to be provided to Americans in times of natural or man-made disasters. Our primary focus is to insure that all Americans’ rights under the U.S constitution are protected and not abridged. In keeping with these main themes we seek to educate Americans on the necessity of planning in advance and taking the necessary steps to insure that families and communities are prepared to survive in the event of any number of calamitous situations. In addition, this Corporation/Organization has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the Corporation/Organization shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes. The Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any non-profit organization by the laws of the Commonwealth of Pennsylvania and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation/Organization. At no time and in no event shall the Corporation/Organization participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under Section 501(c) of the Internal Revenue Code of 1986 (the “Code”).

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ARTICLE 3 – OFFICES

  1. The registered office of the corporation shall be located at 831 Meyers Rd., Shippenville, Clarion County Pennsylvania, 16254, or that of the current secretary of Pennsylvania Oath Keepers.
  2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the corporation may require.

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ARTICLE 4 – SEAL

  1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania”. . The seal shall be kept at the principal office of the Corporation/Organization.  Failure to affix the seal to any corporate/organization instrument, however, shall not affect the validity of that instrument.

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ARTICLE 5 – MEMBERS OF PENNSYLVANIA OATH KEEPERS

  1. Members of Pennsylvania Oath Keepers shall have such qualifications, as properly determined by the Membership Committee according to approved written applications, and such other qualifications as the Board in its discretion shall determine.
  2. No person who advocates, or has been or is a member, or associated with, any organization, formal or informal, that advocates the overthrow of the government of the United States or the violation of the Constitution thereof, shall be entitled to be a member. No person who advocates, or has been or is a member, or associated with, any organization, formal or informal, that advocates discrimination, violence, or hatred toward any person based upon their race, nationality, creed, or color, shall be entitled to be a member.
  3. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable by the members, and chapter fees and arrangements.
  4.  The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate notice, trial, and conviction. As used in this section, ‘notice’ shall mean written notifications of cause provided to the Member; ‘trial’ shall mean a proceeding under due process where the Member has a right to offer a defense on his behalf; ‘conviction’ shall mean a finding by the Board of Directors, after hearing all evidence of cause and any defense offered, that the cause is affirmed. The Board Of Directors shall establish a Standing Operating Procedure for use in this proceeding, to be included in its Policies and Directives as provided elsewhere in these By-Laws.
  5. The Board Of Directors may, by a majority vote of those present at any regularly constituted meeting of the Board, terminate the membership of any member who becomes ineligible for membership, or suspend, or expel any member who shall be in default in the payment of any dues or assessments.
  6. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
  7. Membership in this corporation is not transferable or assignable.

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ARTICLE 6 – MEETINGS OF MEMBERS

  1. Meetings of the members shall be held quarterly and  at such places as determined by the Board of Directors in its discretion with due notice to the membership.
  2. The annual meeting of the members shall be held in the month of November of each year at a date and time duly set and notices duly provided to the membership, when they shall transact such business as may be properly brought before the meeting.  If the annual meeting shall not be called and held within three (3) months after the designated time, any member may call such meeting.
  3. Special meetings of the members may be called at any time by the President, or the Board of Directors, or qualified members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the particular meeting.  At any time, upon written request of any person(s) who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than thirty (30) days after the receipt of the request.  If the Secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so.  Business transacted at all special meetings shall be confined to the objects stated in the call and matter germane thereto.
  4. Notice of every meeting of the members, stating the time, place and object thereof, shall be given by, or at the direction of, the Secretary to each member of record entitled to vote at the meeting, at least ten (10) days prior to the day named for the meeting, unless a greater period of notice is required by statute in a particular case.  If the Secretary shall neglect or refuse to give notice of the meeting, the person or persons calling the meeting may do so.  In the case of a special meeting, the notice shall specify the general nature of the business to, be transacted.
  5. A meeting of members duly called shall not be organized for the transaction of business unless a quorum is present.  The presence of ten percent (10%) of the qualified members in good standing (as defined by the current Membership List) entitled to vote shall constitute a quorum at all meetings of the members for the transaction of business except as may be otherwise provided by law or by the Articles of Incorporation.  The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.  If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine.  This second meeting shall take place not less than fifteen (15) days after the adjournment of the first meeting.  All qualified members in good standing shall be notified of the date and time of this second meeting, as prescribed elsewhere in these By-Laws. Those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of conducting business, other than election of the Board of Directors.  In the case of any meeting called for any other purpose, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting upon any resolution or other matter set forth in the notice of the meeting, if notice of such second adjourned meeting, stating that those members who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter, is given to members of record entitled to vote at such second adjourned meeting at least ten days prior to the day named for the second adjourned meeting.
  6. Nominations and elections for President, Vice President, District Directors, and electable Board Of Directors shall be held as determined by these By-Laws.
  7. Individuals running for any electable position must be nominated by a member in good standing.  Any nominee for elective office must be a member in good standing.  Any nominee has the right to decline nomination without explanation. There shall be no limit to the number of nominations for each electable position.
  8. The District Directors shall be nominated and elected only by the voting membership of the corporation who are from the District that the respective District Director represents.
  9. Nominations for electable positions shall take place for positions during a period of open nominations starting fifteen (15) days before the date of the November General Meeting and ending during the General Meeting in November.  Of this fifteen (15) day period, the first ten (10) days are intended as the nomination period.  The last five (5) days of the period are intended for the formal notification of the nominee.  Nominations shall be done by e-mail, (during the first the (10) days of the above period, or in person at the General Meeting.  All persons nominated shall be informed of their nomination by the person nominating them, and the Secretary who is recording the nominations.  All persons nominated shall be present (no exceptions) at the General Meeting, and be given a chance to speak (5 Minutes), to the membership.
  10. Elections for electable positions shall be held during a period starting at 8 AM, five (5) days after the end of the General Meeting, and shall end at 8 AM, two weeks to the day, after the start of the election period. To accommodate those members without the ability to participate in electronic voting, their ballots shall be mailed U.S. First Class mail to the registered office of the corporation at 831 Meyers Road, Shippenville, Pennsylvania 16254, or an alternative address provided for this purpose. If an alternate address is to be provided it will be included with the Ballot.  All voting shall be done by e-mail, with receipt of the e-mailed ballot supplied, and with ballots to be counted by the Secretary, and to be open for inspection after the count.  The ballots shall be retained by the board until the next election.
  11. Every member of the corporation in good standing shall be entitled to one vote.  No member shall sell his vote for money or anything of value.
  12. Upon request of a member, the books or records of membership shall be produced at any regular or special meeting of the corporation.  If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be members entitled to vote may vote.  The right of a member to vote, and his right, title and interest in or to the corporation or its property, shall cease on the termination of his membership.
  13. Except during election of Officers as specified by these By-Laws, voting at meetings may be by “show of hands” or “division of the House” or by ballot, or any reasonable means determined by the Board of Directors.
  14. In advance of any meeting of members, 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 so appointed, the presiding officer of any such meeting may, and on the request of any member shall, make such appointment at the meeting.  The number of judges shall be three, one from each State District.  No person who is a candidate for office shall act as a judge.

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ARTICLE  7  –  BOARD OF DIRECTORS

1. The business and affairs of this corporation shall be managed by its Board of Directors,  plus the presiding officer, all of who shall be natural persons (not a corporation or business) of full age and shall be members of this corporation. To provide equal representation throughout this Commonwealth, or needed expertise, additional voting members of the Board may from time to time be added at the direction of the Board.  The Board of Directors (the “Board”), shall all have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of Pennsylvania. The Board shall establish Policies, Directives, Standard Operation Procedures, Operating Manuals, Field Regulations, and similar documents as needed for governing business and programs of the Corporation/Organization and shall delegate to the executive director and Corporation/Organization staff, subject to the provisions of these By-Laws, authority and responsibility to see that the Policies, Directives, Standard Operation Procedures and provisions of Operating Manuals, and Field Regulations are appropriately followed. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the members.  A board member must be a resident of the Commonwealth Of Pennsylvania.  The Board of Directors shall consist of at least the following Voting Members:

A. President

(1). The president shall be the presiding officer at all meetings and affairs of the Board.  The presiding officer shall not vote on matters before the board, except as provided in Roberts Rules Of Order.

(2)  The presidents membership on the Board of Directors shall be guided by the terms of his office as specified elsewhere in these By-Laws.

B. Vice President

(1).  In all cases of absence or incapacity of the president, the vice president shall act as presiding officer at meetings and affairs of the Board.  When acting in that capacity he shall not vote on matters before the board, except where necessary to break a tie, at which time he shall cast the deciding vote.  When not acting as presiding officer, the vice president shall be a voting member of the Board of Directors.

(2)  The vice presidents membership on the Board of Directors shall be guided by the terms of his office as specified elsewhere in these By-Laws.

C. Secretary: The Secretary shall be elected yearly by the Board Of  Directors, based on his or her qualifications, and shall have no Term Limits.  By virtue of the office held, he or she shall be included on the Board Of Directors.

D. Treasurer:  The Treasurer shall be elected yearly by the Board Of  Directors, based on his or her qualifications, and shall have no Term Limits.  By virtue of the office held, he or she shall be included on the Board Of Directors, if a natural person.

E. Three [3] District Directors:

(1).  These three [3] District Directors shall be nominated and elected only by the voting membership of the corporation, who are from his or her respective district.

(2).  One each, filling such duties within their districts, as prescribed elsewhere, and respectively representing the Eastern District Of Pennsylvania, the Central District Of Pennsylvania, and the Western District Of Pennsylvania.

(3)  A District Directors membership on the Board of Directors shall be guided by the terms of his office as specified elsewhere in these By-Laws.

2. The meetings of the Board of Directors may be held at such times and at such place or places within this Commonwealth, as a majority of the Directors may from time to time appoint, or as may be designated in the notice calling the meeting.

3. Written or personal notice of every meeting of the Board of Directors shall be given to each director at least Five (5) days prior to the day named for the meeting, except in the event of emergency or necessary special meetings of the Board of Directors for which such notice shall be given as is reasonable and practicable.

4. Five (5) Directors, plus the presiding officer, of the directors in office, shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.

5. The Board shall receive no compensation. However, provided the compensation structure complies with Sections relating to “Contracts Involving Board Members and/or Officers” as stipulated under these By-Laws, nothing in these By-Laws shall be construed to preclude any Board member from serving the Corporation/Organization in any other capacity and receiving compensation for services rendered.

6. Each Board member shall have the right to resign at any time upon written notice thereof to the Chair of the Board, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

7. The Executive Director of the Board or any Three (3) Board members may call a special meeting of the Board with 14 days’ written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meeting of the Board.

8. An Executive Session is a meeting, or part of a meeting, attended only by members of the Board. The Chair of the Board may call for an executive session, before, during, or after any regular meeting of the Board to discuss matters of a confidential nature. The minutes of the regular meeting should indicate that the board met in executive session, and report on the general topic of the discussion. Specifics may be confidential and appear only in a set of confidential-to-the-board minutes or other notes.

9. The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Corporation/Organization to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within eight (8) business days after the close of each Board meeting.

10. Each Board member shall only have one vote.  Board members shall not be allowed to vote by written proxy.

11. An elected Board Member who is absent from two (2) consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the Chair of the Board his/her commitment to the Corporation/Organization. If a board member who has missed two consecutive regular meetings of the Board has been encouraged in writing to reevaluate his or her commitment to the Corporation/Organization, but has failed to do so within 30 days of the date of mailing of transmitting the request, his/her board membership may be terminated by resolution of the board.

12. The Board of Directors may declare vacant the office of a director if he is declared to be an incapacitated person by an order of court, or is convicted of a felony, or if within thirty (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, and fulfill such other requirements of qualification as the By-Laws may specify.  A vacancy of the office shall be filled as otherwise specified by these By-Laws.

13. A Director of the corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he 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.  In performing his duties a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:

(a).  One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented,

(b). 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.

(c).  A committee of the board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which the director reasonably believes to merit confidence.

14. A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.  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 the purposes and objects and activities of the corporation and upon the employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors.  The consideration of those factors shall not constitute a violation of this section.

15. 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.

16. With the exception of responsibility or liability of a Director for breach of any criminal statute or the liability of a Director for payment of taxes pursuant to local, state, or federal law, a Director of the Corporation shall not be personally liable for monetary damages for any action taken, or the failure to take any action in his capacity as Director unless:

(a). The director has breached or failed to perform the duties of his office under this section.

(b). The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

17. Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation there for.

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ARTICLE  8 – OFFICERS

      1. The executive officers of the corporation shall be the President, Vice President, Secretary, Treasurer, and Three [3] District Directors.  Such other officers and assistant officers  may be appointed or elected as the needs of the corporation may require.
      2. The PRESIDENT shall be elected by the voting membership of the corporation.  The President shall serve a two [2] year term and if re-nominated at the end of the first term, may be re-elected for one additional two [2] year term only.
      3. The VICE PRESIDENT shall be elected by the voting membership of the corporation.  The vice president shall serve a two [2] year term.   His initial term will be of one [1] year, with subsequent two [2] year terms staggered with the terms of the president.  The vice president, if re-nominated at the end of the first term, may be re-elected for one additional two [2] year term only.
      4. The SECRETARY shall be elected yearly by the Board Of  Directors, based on his or her qualifications, and shall have no Term Limits.
      5. The TREASURER shall be elected yearly by the Board Of  Directors, based on his or her qualifications, and shall have no Term Limits.
      6. THREE (3) DISTRICT DIRECTORS:  One each, filling such duties within their districts, as prescribed elsewhere, and respectively representing the Eastern District Of Pennsylvania, the Central District Of Pennsylvania, and the Western District Of Pennsylvania.

(A).  The District Directors shall be nominated and elected only by the voting membership of the corporation who are from the district that the respective District Director represents.

(B).  District Directors shall serve a term of three [3] years (initially staggered one [1], two [2], or three [3] years terms) and until his or her successor shall be elected and shall qualify.  The District Director, if re-nominated at the end of the first term, may be re- elected for one additional three [3] year term only. (Initially for the year 2017: East 1 Yr., Central 2 Yrs., West 3 Yrs.

      1. The President, Vice President, and Secretary, and all District Directors shall be a natural person of full age; the Treasurer, however, may be a corporation, but if a natural person, shall be of full age.
      2. The Board of Directors may appoint and set duties for additional Officers of the Corporation as it shall from time to time determine, or as specified elsewhere, based on their qualifications, who shall be natural persons of full age and shall be members of this corporation.
      3. The Board Of Directors shall secure the fidelity of any or all such officers by bond or otherwise.
      4. Any officer or agent may be removed by the Board of Directors whenever in its judgment 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.  Replacement or the filling of such vacancy caused by the removal shall be in accord with the provisions of these By-Laws.
      5. The President shall be the Chief executive officer of the corporation; he shall preside at all meetings of the members and directors; he shall have general and active management of the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation.  He shall execute bonds, mortgages and other documents requiring a seal, under the seal of the corporation.  He shall be EX-OFFICIO a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.
      6. The Vice President shall act in all cases for and as the President in the latter’s absence or incapacity, and shall perform such other duties as he may be required to do from time to time.
      7. The Secretary shall keep in books or files the current bylaws, a record off all business transacted at the meeting and presents the minutes for approval at the next meeting. The manner in which the minutes of the organization are read, printed and/or distributed shall be at the discretion of the organization by vote of the membership.  The Treasurer’s reports and other committee reports are to be incorporated into the minutes.  The secretary shall attend to matters of correspondence under the direction of the President.  The general correspondence shall be maintained for one year and policy, rulings and minutes are to be maintained in a permanent file. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be.  The Secretary shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.  The Secretary shall at the end of his/her term of office, transfer to their successor all records, files and other property of the organization in their possession.
      8. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all of the transactions as Treasurer and of the financial condition of the corporation.  The Treasurer shall have an Audit of all Financial Records done by an Audit Team as approved by the Board of Directors, by April 15, and October 15, of each year.
      9. Three District Directors (East, Central and West) oversee the day-to-day operation of the regions in their appointed area and are voting members of the Board of Directors. District Directors must reside in the district they represent and can be nominated  and elected only by members from that district.

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ARTICLE 9 – COMMITTEES

      1. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more committees.  Any such committee, to the extent provided in the resolution of the Board of Directors, or in the By-Laws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the followings:

(a) The submission to members of any action required by statute to be submitted to the members for their approval.

(b) Fix compensation of the directors serving on the Board or on any committee.

(c) Appoint any other committees of the Board Of Directors or their members.

(d) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganize; or plan for the sale, lease, or exchange of all or considerably all of the property and assets of the Corporation/Organization otherwise than in the usual and regular course of its business; or revoke such a plan.

(e)  Approve any self dealing transaction, except as provided pursuant to law.

(f)  Unless otherwise authorized by the Board Of Directors, no committee shall compel the Corporation/Organization in a contract or agreement or expend Corporation/Organization funds.

(g)  The filling of vacancies in the Board of Directors.

(h)  The amendment or repeal of any resolution of the Board.

(i)   Action on matters committed by the By-Laws or resolution of the Board of Directors to another committee of the Board.

      1. The Board may designate one or more Directors as alternate member of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent of disqualified member.  Each committee of the Board shall serve at the pleasure of the Board.

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ARTICLE 10  –  VACANCIES

      1. Except as provided elsewhere in these By-Laws, if the offices of the President, Vice President, District Directors, or Area Representatives on the Board of Directors, one or more, becomes vacant for any reason, the Board Of Directors shall arrange a Special Election of the voting membership entitled to vote, as specified in these By-Laws, for the vacant position. The successor or successors, so elected will hold office for the unexpired term in respect of which such vacancy occurred.
      2. If an office, and/or officer or agent, one or more, normally appointed by the Board Of Directors, becomes vacant for any reason, the Board of Directors may choose a successors or successors based on his or her qualifications, who shall hold office for the unexpired term in respect of which such vacancy occurred.

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ARTICLE 11 – STANDARD OF CARE

(A).  General

1.  A member of the Board Of Directors shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of the Corporation/Organization and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances. In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

a) One or more officers or employees of the Corporation/Organization whom the director deems to be reliable and competent in the matters presented;

b) Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person’s professional or expert competence; or

c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence, so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted. Except as herein provided in Article 11 – Standard of Care, any person who performs the duties of a Director of the Board in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which the Corporation/Organization, or assets held by it, are dedicated.

(B) Loans

1. The Corporation/Organization shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Pennsylvania Attorney General; provided, however, that the Corporation/Organization may advance money to a director or officer of the Corporation/Organization or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

(C) Conflict of Interest

1. Purpose: The purpose of the Conflict of Interest policy is to protect the Corporation/Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise 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 non-profit and charitable corporations/organizations and is not intended as an exclusive statement of responsibilities.

2. 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 who are considering the proposed transaction or arrangement.

3. Establishing a Conflict of Interest:  After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

4. Addressing a Conflict of Interest: In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

a) Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.

b) The Chair of the Board of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c) After exercising due diligence, the Board shall determine whether the Corporation/Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Corporation/Organization, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.

5. Violations of Conflict of Interest Policy:  Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.  If, after hearing the interested person’s explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person  intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

6. Procedures and Records in Conflict of InterestAll minutes of the Board Meetings, when applicable, shall contain the following information:

a) The names of all 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 Board’s decision as to whether a conflict of interest in fact existed.

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

7. Acknowledgement of Conflict of Interest Policy:  Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement which affirms that such person:

a) Has received a copy of the conflict of interest policy;

b) Has read and understands the policy;

c) Has agreed to comply with the policy; and

d) Understands that the Corporation/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.

(D).  Violation of Loyalty – Self-Dealing Contracts

1.  A self-dealing contract is any contract or transaction…

(i)  between this Corporation/Organization and one or more of its Directors, or between this Corporation/Organization and any corporation, firm, or association in which one or more of the Directors has a material financial interest (“Interested Director”), or…

(ii) between this Corporation/Organization and a corporation, firm, or association of which one or more of its directors are Directors of this Corporation/Organization. Said self-dealing shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self-dealing contract, if:

a) All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the Interested Director in good faith (without including the vote of any membership owned by said interested Director(s));

b) All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of Directors or committee authorizes, approves, or ratifies the self dealing contract in good faith—without counting the vote of the interest Director(s)—and the contract is just and reasonable as to the Corporation/Organization at the time it is authorized, approved, or ratified; or

c) As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to the Corporation/Organization at the time it was authorized, approved, or ratified.  Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.

(E).  Indemnification

1. To the fullest extent permitted by law, the Corporation/Organization shall indemnify its “agents,” as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” and including any action by or in the right of the Corporation/Organization, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article. The Corporation/Organization shall have the power to purchase and maintain insurance on behalf of any agent of the Corporation/Organization, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.

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ARTICLE 12 – EXECUTION OF CORPORATE INSTRUMENTS

1All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation/Organization, or in special accounts of the Corporation/Organization, shall be signed by such person or persons as the Board of Directors shall authorize to do so.

2.  No loans or advances shall be contracted on behalf of the Corporation/Organization and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Corporation/Organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation/Organization.

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ARTICLE 13 – BOOKS AND RECORDS

1. The corporation shall keep an original or duplicate record of the proceedings of the members and the directors, the original or a copy of its Articles of Incorporation and By-Laws, including all amendments thereto to date, certified by the Secretary of the corporation, and an original or a duplicate membership register, giving the names of the members, and showing their respective addresses and the class and other details of the membership of each.  The corporation shall also keep appropriate, complete and accurate books and records of account.  The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated, and said records or duplicates shall be available to members at each meeting.

2. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney for any proper purpose, the books and records of account, and records of the proceedings of the members and directors, and to make copies or extracts there from at their own expense.  A proper purpose shall mean a purpose reasonably related to the interest of such person as a member.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member.  The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.

3. Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns:  The Corporation/Organization shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

4. Maintenance and Inspection of Other Corporate Records:  The Corporation/Organization shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Corporation/Organization. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Corporation/Organization shall turn over to his or her successor or the Chair of the Board or President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of the Corporation/Organization as have been in the custody of such officer, employee, or agent during his or her term of office.  Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation/Organization and each of its subsidiary corporations/organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

5. Preparation of Annual Financial StatementsThe Corporation/Organization shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting standards. The Corporation/Organization shall make these financial statements available to the Pennsylvania Attorney General and members of the public for inspection no later than 30 days after the close of the fiscal year to which the statements relate.

6. Reports: The Board shall ensure an annual report is sent to all directors within 30 days after the end of the fiscal year of the Corporation/Organization, which shall contain the following information:

a) The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year.

b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

c) The expenses or disbursements of the Corporation/Organization for both general and restricted purposes during the fiscal year.

d) The information required by Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year. The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized officer of the Corporation/Organization that such statements were prepared without audit from the books and records of the Corporation/Organization.

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ARTICLE 14  –  MEMBERSHIP CERTIFICATES

  1. Membership in the corporation may be evidenced by Certificates of Membership – Membership Cards, in which case they shall be in such form and style as the Board of Directors may determine.

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ARTICLE 15  –  TRANSACTION OF BUSINESS

  1. The corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of two-thirds of the Board of Directors.  Unless otherwise restricted in these By-Laws, no vote or consent of the members shall be required to make effective such action by the Board.  If the real property is subject to a trust the conveyance away shall be free of trust and the trust shall be imposed upon the proceeds of such conveyance.
  2. Whenever the lawful activities of the corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit.  All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the corporation.
  3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

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ARTICLE 16 – ANNUAL REPORT

  1. The Board of Directors shall present annually to the members a report, verified by the President and Treasurer or by a majority of the directors, showing in appropriate detail the following:

(a)  The assets and liabilities, including any 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 any 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 any trust fund held by or for the corporation.

(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 any trust fund held by or for the corporation.

(e)  This report shall be filed with the minutes of the meeting of members.

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ARTICLE 17  –  NOTICE

1. Whenever written notice is required to be given to any member, it may be given to such member in any or all of three ways.

A. Personally handed to him or her.

B. Electronic mail accompanied by a read receipt.  If electronic mail is used a read receipt is received by the sender, the notice will be considered as delivered.

C. The Written Notice may be sent in the US Mail to his/her address appears on the books of the corporation, or in the case of directors, to the address supplied by him/her to the corporation for the purpose of notice.  When US Mail is used, the Notice shall be sent by Registered Mail, Return Receipt Requested, Postage Prepaid, and simultaneously by Regular Mail with a further presumption that if the Registered Mail is returned unclaimed, but the regular mail is not , the notice will  be considered as delivered.

2. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these By-Laws.

3. Whenever any written notice is required to be given under the provisions of the statute or the Articles or By-Laws of this corporation, 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 statute, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting.  In the case of a special meeting of members or of the Board of Directors such waiver of notice shall specify the general nature of the business to be transacted.  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.

 

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ARTICLE 18 –  MISCELLANEOUS PROVISIONS

1. The fiscal year of the corporation shall begin on the first day of January.

2. One or more persons may participate in a meeting of the Board or of the members 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 pursuant to this section shall constitute presence in person at such meeting.

3. So long as the corporation shall continue to be organized on a non-stock basis, the Board of Directors shall have authority to provide for the members to make capital contributions in such amounts and upon such terms as are fixed by the directors in accordance with the provisions of section 5541 of the Nonprofit Corporation Law of 1988.

4. The Board of Directors, by resolution, may authorize the corporation to accept subventions from members or nonmembers on terms and conditions not inconsistent with the provisions of section 5542 of the Nonprofit Corporation Law of 1988, and to issue certificates there for.

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ARTICLE  19  –  AMENDMENTS AND REVISIONS

1. These by-laws may be amended or repealed only by the affirmative vote of two-thirds of the membership of the Corporation/Organization present, and eligible to vote, at a duly called and held meeting of the membership for which written notice of the proposed amendment or repeal was duly given. Such written notice shall include the proposed changes.

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ARTICLE  20  –  CONSTRUCTION AND DEFINITIONS

1. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these By-Laws.  Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a Corporation/Organization as well as a natural person. If any competent court of law shall deem any portion of these By-Laws invalid or inoperative, then so far as is reasonable and possible :

(i) the remainder of these By-Laws shall be considered valid and operative, and

(ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

 

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