CORPORATE BYLAWS
OF
THE WATER AND SEWER DISTRIBUTORS OF AMERICA
(a Pennsylvania Non-Profit Corporation as of 3/14/07)
ARTICLE I
NAME AND PURPOSES
Section 1.01. Name. The name of the Corporation shall be WATER AND SEWER DISTRIBUTORS OF AMERICA.
Section 1.02. Purposes. The purposes of the Corporation are as stated in its Articles of Incorporation.
ARTICLE II
OFFICES
Section 2.01. Registered Office.The registered office of the Corporation in Pennsylvania shall be at the place designated in the Articles of Incorporation, subject to transfer as may be permitted by law
Section 2.02. Other Office.
The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint of the business of the Corporation may require.
ARTICLE III
SEAL
Section 3.01. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal – 1987 Pennsylvania.” Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE IV
MEMBERS
Section 4.01. Distributor Members. The Distributor Members of this Corporation are those entities admitted as Distributor Members by the Board of Directors and having rights of Distributor Members in accordance with the provisions of these Bylaws. Firms, corporations, partnerships, individual proprietorships and other types of business enterprises whose principal offices are located in the United States or Canada that are engaged as a significant part of their business in warehousing, distribution and selling of waterworks or sewer and storm drainage pipes, valves, meters, accessories and fittings to installers or end users of these products are eligible to be Distributor Members. The Distributor Members of the Corporation shall be referred to in these Bylaws as the “Membership.” References in the Bylaws to “Members” shall refer to Distributor Members as defined by this section of the Bylaws.
Section 4.01.1. Associate Members.
The Associate Members of this Corporation are those entities admitted as Associate Members by the Board of Directors and having rights of Associate Members in accordance with the provisions of these Bylaws. Firms, corporations, partnerships, individual proprietorships and other types of manufacturing businesses who have offices located in the United States or Canada that are engaged as a significant part of their business in the manufacturing of waterworks, sewer or storm drain pipes, valves, meters, fittings and accessories for sale through distribution are eligible to be Associate Members. These members of the Corporation shall be referred to in the Bylaws as Associate Members. Associate Members shall not be eligible to vote in the affairs of the Corporation, except to elect an Associate Director (as hereinafter defined) at a time, place, and manner as the Board of Directors may determine.”
Section 4.02. Emeritus Members. Individuals who were formerly employed by firms, corporations, partnerships, individual proprietorship and other types of business that are or were Distributor Members of the Corporation are eligible for membership in the Corporation as Emeritus Members. To be eligible, the former employee can no longer be an individual proprietor or involved with a firm or entity that is eligible to be a Distributor Member in the Corporation and must, in the opinion of the Board of Directors, have made a contribution to the Corporation. Emeritus Members shall not be eligible to vote in the affairs of the Corporation.
Section 4.03. Application for Membership.
Application for Distributor and Associate Memberships shall be in writing in the form approved by the Board of Directors and shall contain such information as the Board of Directors shall require, including the name, location and nature of the business of the applicant, and shall include an agreement that if admitted to membership, the applicant will observe the provisions of the Corporation’s Articles of Incorporation and Bylaws and pay the initiation fees, dues and assessments established by the Board of Directors.” Admission to membership requires the affirmative vote of eighty (80) percent of the Board of Directors then in office. No qualified applicant shall be denied membership in the Corporation. Upon admission, Distributor Members shall have full voting rights and privileges. Applications for Emeritus Membership shall be made on a form approved by the Board of Directors. Emeritus Members shall have no voting rights.
Section 4.04. Voting Representative for Distributor Members.
Upon admission as a Distributor member, each Member shall designate, in a writing filed with the Secretary of the Corporation, an individual actively engaged in the Distributor member’s business, to be the voting representative of such Member. Each Distributor Member may also designate one or more alternate voting representatives. The voting representative and alternates, if any, of a Distributor Member that is a corporation shall be officers of that Member unless some other person, by resolution of the Member’s Board of Directors, is appointed that Member’s voting representative or alternate. If at any time the voting representative and alternate or alternates of any Distributor Member are not available to vote on a matter submitted for a vote of the Members, that Member may designate, in a writing filed with the Secretary, a substitute voting representative.
Section 4.05. Members' Dues.The annual dues payable to the Corporation by all classes of Members will be in such amounts as may be determined from time to time by resolution adopted by the affirmative vote of two-thirds of the Board of Directors.
Section 4.06. Assessments.The Board of Directors may, by the affirmative vote of at least two-thirds of its Members, levy special assessments on the Distributor Members. Members shall be liable to the Corporation only to the extent of any unpaid portion of capital contributions, membership dues or assessments which the Corporation may have lawfully imposed on them, or for any indebtedness owed by them to the Corporation. In no event will the Members of any class be held liable for the debts or obligations of this Corporation.
Section 4.07. Transfer of Membership. Memberships are not transferable or assignable.
Section 4.08. Voluntary Termination of Membership.A Distributor, Associate or Emeritus Member may resign at any time by giving written notice of its resignation to the Corporation accompanied by (a) full payment of all unpaid dues and assessments for the entire fiscal year in which such resignation is effective, and (b) the Distributor, Associate or Emeritus Member’s pro rata share of all other obligations incurred by the Corporation prior to its receipt of such Member’s resignation.” Any such resignation shall take effect at such time after receipt thereof by the Corporation and may be specified therein, but if no such time is specified in the resignation, it shall take effect immediately upon receipt by the Corporation. All rights, privileges, and interests of a Member in or to the Corporation shall cease on termination of Membership. Upon termination of such Member in the Corporation, no dues or assessments shall be reimbursable.
Section 4.09. Involuntary Termination of Membership.
The Membership of any Member or Associate Member of the Corporation may be terminated by a majority vote of the Directors after a hearing, with due notice and upon proof being submitted to the Board of Directors that such Member or Associate Member has failed to observe any provision of the Corporation’s Articles of Incorporation or Bylaws or any rule or regulation made thereunder; provided, however, that the Membership will terminate without further notice upon failure to pay all dues and assessments within ninety (90) days of the due date.
Section 4.10. Meetings.
The Annual Meeting of the Distributor Membership shall be held during the first calendar quarter of each year at the time and place set by the Membership at its previous Annual Meeting, or at such other time and place set by the Board of Directors. Special meetings of the Distributor Members may be called by the Board of Directors or upon the written request of at least fifty (50) percent of the Distributor Members directed to the Secretary.
Section 4.11. Notice of Meetings.
Written notice of each Annual Meeting shall be given not less than thirty (30) days prior to the meeting. Written notices of Special Membership Meetings shall be given not less than thirty (30) nor more than sixty (60) days prior to the meeting.
Section 4.12. Quorum.
At all Membership Meetings, thirty (30) percent of the Distributor Members shall constitute a quorum, and the acts of a majority thereof shall be the acts of the Membership, except as may otherwise specifically be provided by statute, by the Articles of Incorporation, or by these Bylaws.
Section 4.13. Voting. Each Distributor Member shall be entitled to one (1) vote on each matter submitted to a vote of the Membership (Members). Only the designated voting representative of a Distributor Member, or his or her designated alternate or substitute, may vote on behalf of the Member.
Section 4.13.1. Voting of Associate Members.The Associate Members shall elect one director (the "Associate Director") to represent them on the Board of Directors for a term of three years; such Associate Director shall be eligible for re-election for an additional term of three years.
Section 4.14. Members May Vote in Person or by Proxy at Annual or Special Membership Meetings.Every Distributor Member entitled to vote may vote either in person or by proxy. Every proxy shall be executed in writing by the Distributor Member, by its designated voting representative, alternate or substitute, or by a duly authorized attorney-in-fact and filed with the Secretary of the Corporation. A proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the Corporation. No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy be voted after three (3) years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation. Any Associate Member who votes in the Annual Meeting for an Associate Director may vote either in person or by proxy, subject to the procedures above.
Section 4.15. Mail Ballots. In elections for directors and president, Distributor Members may vote by mail ballot, unless a Member has voted by proxy, in which case it may not vote by mail ballot, unless it revokes its proxy
Section 4.16. Judges of Election.
In advance of any meeting of Distributor Members, the Board of Directors may appoint Judges of Election, who may but need not be voting representatives of Members, to act at such meeting or any adjournment thereof. If Judges of Election be not so appointed, the Chairman of any such meeting may, and on the request of any Member or its proxy shall, make such appointment at the meeting. The number of Judges shall be one (1) or three (3). No person who is a candidate for office shall act as a Judge. In case any person appointed as Judge fails to appear or rails or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting, or at the meeting by the person acting as Chairman. The Judges of Election shall do all such acts as may be proper to ascertain the existence of a quorum and the number of votes cast, and to conduct the election or vote with fairness to all Members. They shall, if requested by the Chairman of the meeting or any Member or its proxy, make a written report of any matter determined by them and execute a certificate of any fact found by them. If there be three (3) Judges of Election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act, or certificate of all.
Section 4.17. Notice of Adjournment.
Upon adjournment of an annual or special meeting or Distributor Members, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which the adjournment is taken. At any adjournment meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting originally called.
Section 4.18. Informal Action by Members. Notwithstanding anything to the contrary contained in these Bylaws, any action that may be taken at a meeting of Distributor Members may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all of the Distributor Members and shall be filed with the Secretary of the Corporation.
ARTICLE V
BOARD OF DIRECTORS
Section 5.01. Eligibility.
To be eligible to be nominated and elected a Director of the Corporation, a person shall be actively engaged as a principal or employee of a Member and shall be the designated voting representative of the Member. To be eligible to be nominated and elected an Associate Director of the Corporation, a person shall be actively engaged as a principal or employee of an Associate Member and shall be the designated voting representative of the Associate Member. If any Director or Associate Director shall cease to be a principal or employee of a Member or Associate Member, or the designated voting representative of a Member or Associate Member, he or she shall cease to be a Director or Associate Director. .
Section 5.02. Number, Term of Office and Election.
(a) The business and affairs of the Corporation shall be managed by a Board consisting of eleven (11) persons of full age, who shall be the President and ten (10) other persons. Not more than one (1) of the Corporation’s Directors shall be employed by any one (1) Member. Directors, including the Associate Director, need not be residents of the Commonwealth of Pennsylvania. (b) With the exception of the President, the Directors shall be classified with respect to the time for which they shall severally hold office by dividing them into three classes. The Associate Director shall be a separate class. At each Annual meeting of the Members of the Corporation, three (3) Directors shall be elected to three (3) year terms to replace the three (3) Directors whose terms will expire. An Associate Director shall be elected by the Associate Members of the Corporation for a three-year term, which election shall take place at the Annual meeting at which the term of the existing Associate Director shall expire. All Directors and the Associate Director shall take office immediately upon election and shall serve until their successors are elected and shall qualify. If at any time the President-Elect would otherwise have had one or more years remaining on his or her term as a Director, the vacancy on the Board of Directors shall be filled as set forth in this paragraph of the Bylaws. (c) No Director or Associate Director shall serve more than two (2) consecutive terms on the Board of Directors, with the exception of the Associate Directors serving at the time of this amendment to the Bylaws (October 2006), who may serve three (3) consecutive terms. After serving two (2) consecutive terms, a Director shall be eligible for re-election as a Director after one (1) year has elapsed after the expiration of his or her term.
Section 5.03. Voting.Each Director shall be entitled to one (1) vote on each matter submitted to a vote of the Directors. The President shall not be entitled to vote except in the case of a tie vote
Section 5.04. Leadership Committee.The Leadership Committee shall consist of two immediate past-Presidents of the Association and the designated voting representatives of three (3) Members who are not Directors of the Corporation. The Leadership Committee Members-at-Large shall be nominated by the Board of Directors and elected by the Members at each Annual Meeting to serve until the Annual Meeting held in the following year. In the event that the Leadership Committee Members-at-Large are not elected by a majority of the members present, additional nominees will be taken from the floor, and another election held immediately. A Member of the Leadership Committee may serve up to three (3) consecutive one-year terms. The Leadership Committee by vote of a majority thereof, will nominate three (3) candidates, who may be members of the Leadership committee for election as Director. In addition, if it is necessary for any reason to elect a Director to fill a vacancy for an unexpired term on the Board of Directors, the Leadership Committee shall nominate one (1) candidate to fill the unexpired term. No less than sixty (60) days before the Annual Meeting, the Leadership Committee shall present to the Membership a slate of nominees for Directors. Additional candidates for election as Directors may be nominated by a petition with the signatures of ten (10) voting representative of Distributor Members of the Association in good standing submitted to the Leadership Committee not less than thirty (30) days before the Annual Meeting.
Section 5.04.1. Other Committees.
The Board of Directors may, from time to time, appoint, or authorize the appointment of, standing, special or advisory committees from among its own number or otherwise, and may define the powers and duties of such committees.
Section 5.05. Vacancies.
Vacancies on the Board resulting from retirement, death, removal or resignation of a Director may be filled by majority vote of the remaining Directors present at a regular or special meeting, even if the number remaining on the Board is less than a quorum. Any Director so elected shall serve until the next Annual Meeting of Members, at which meeting the Members shall elect a Director to serve for the balance of the unexpired term of the former Director. A vacancy in the Presidency resulting from retirement, death, removal or resignation of the President shall be filled by the President-Elect.
Section 5.06. Meetings. An annual meeting of the Board of Directors shall be held each year, immediately following the Annual Meeting of Members, to review operations during the immediately preceding year. Elected officers, other than the President, shall transact such other business as may properly be brought before the meeting. Additional meetings of the Board of Directors may be held at such times as the Board may by resolution determine. The Board of Directors may, from time to time, determine which classification of member, which shall include Distributor Members and Associate Members, shall participate in particular meetings including any Special Meetings of the Corporation.
Section 5.07. Special Meetings. A special meeting of the Board of Directors may be called at any time by the President and shall be called upon the written request of at least three (3) Directors delivered to the Secretary. Any such request by Directors shall state the time, place and purpose of the proposed meeting, and upon receipt of the request it shall be the duty of the Secretary to notify in writing all of the Directors in a timely manner. Should the Secretary neglect to issue the call, the Directors making the request may issue the call.
Section 5.08. Place of Meetings.The meetings of the Board of Directors may be held at such place within or without the Commonwealth of Pennsylvania as a majority of the Directors may from time to time by resolution appoint, or as may be designated in the notice or waiver of notice of a particular meeting; in the absence of specification, the meeting shall be held at the registered office of the Corporation.
Section 5.09. Notice of Meetings.The meetings of the Board of Directors may be held at such place within or without the Commonwealth of Pennsylvania as a majority of the Directors may from time to time by resolution appoint, or as may be designated in the notice or waiver of notice of a particular meeting; in the absence of specification, the meeting shall be held at the registered office of the Corporation.
Section 5.10. Quorum.. At all meetings of the Board a majority 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, but not less than three (3), shall be the acts of the Board of Directors except as may otherwise be specifically provided by statute, by the Articles of Incorporation, or by these Bylaws
Section 5.11. Adjournment. Any meeting of the Board may be adjourned, and it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which the adjournment is taken. At any adjournment meeting at which a quorum shall be present any business may be transacted that might have been transacted at the meeting originally called.
Section 5.12. Substitute Directors.The Member organization of which any Director is the voting representative may designate, by resolution of its Board of Directors if it is a corporation, another person actively engaged in the business of the same Member, to substitute for the Director at any meeting or meetings of the Corporation’s Board of Directors by delivering a notice signed by an authorized officer of the Member to the President of the Corporation. Any such substitute shall be entitled to vote as a Director at the meeting or meetings for which he or she is designated. Vacancies on the Board resulting from retirement, death, removal or resignation of a Director shall be filled in accordance with Section 5.05 of these Bylaws and not by the appointment of substitute Directors.
Section 5.13. Committees. In addition to the Leadership Committee, the Board of Directors may, by resolution adopted by a majority of the Board, from time to time create and appoint such committees, and designate their functions and responsibilities, as it may deem appropriate or desirable.
Section 5.14. Informal Action by Directors. Notwithstanding anything to the contrary contained in these Bylaws, any action that may be taken at a meeting of the Directors or by the members of a committee of the Board may be taken without a meeting, if consent in writing setting forth the action so taken shall be signed by all of the Directors or the members of the committee, as the case may be, and shall be filed with the Secretary of the Corporation.
Section 5.15. Removal of Director. (a) Any Director or the entire Board of Directors may be removed from office without assigning any cause at a meeting of Members by the vote of Members entitled to cast at least a majority of the votes which all Members present would be entitled to cast at any annual election of Directors. In case the Board or any one or more Directors are so removed, new Directors may be elected at the same meeting to fill the vacancies thus created. (b)The Board of Directors may declare vacant the office of a Director if he or she shall fail to attend three consecutive meetings of the Board, be declared of unsound mind by an order of court, or convicted of felony, or for any other proper cause.
Section 5.16. Liability of Directors.To the fullest extent permitted by Pennsylvania law, as now in effect and as amended from time to time, a Director of the Corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action.
ARTICLE VI
OFFICERS, AGENTS AND EMPLOYEES
Section 6.01. Officers.The officers of the Corporation shall be natural persons of full age, and shall be a President, a President-Elect, a Secretary and a Treasurer, and such other officers as the Board of Directors may from time to time elect. The Secretary and Treasurer shall be elected by the Board of Directors at its meeting which takes place immediately following the Annual Meeting of the Corporation and shall hold office until his or her successors are elected. The position of President shall be filled from the position of President-Elect. The President shall serve a one (1) year term, and may serve a second term for one additional year through re-election by the Board of Directors, which election shall take place at the meeting immediately following the Annual Meeting of the Corporation. The position of President-Elect shall be filled from the position of Treasurer. Both the President-Elect and the Treasurer shall serve a one (1) year term, unless the Board of Directors votes to allow the President to serve a second term for one additional year, at which time the President-Elect and the Treasurer will also serve a second term for one additional year.
Section 6.02. President.The President shall be the chairperson of the Board and shall have general charge and supervision of the business of the Corporation and shall exercise and perform all the powers and duties usually incident to the office of the President. The President shall from time to time make or cause to be made such reports of the affairs of the Corporation as the Board may require. The President shall serve a one (1) one-year term, and shall be allowed to serve a second term for one additional year through re-election by the Board of Directors.
Section 6.03. President-Elect.The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The President-Elect also shall have such powers and perform such duties as may be assigned to him or her by the Board. The President-Elect shall serve one (1) one-year term unless the Board of Directors votes to allow the President to serve a second term of one additional year, at which time the President-Elect will also serve a second term for one additional year. If the President-Elect is not a Director at the time of service as President-Elect (his or her term having expired) then the President-Elect will attend all meetings of the Board of Directors in a non-voting, advisory capacity.
Section 6.04. Secretary.The Secretary shall attend all sessions of the Members and of the Board and act as clerk thereof, and record all the votes and minutes thereof in books to be kept for that purpose; and shall perform like duties for any committee of the Board of Directors, and shall perform such other duties as may be prescribed by the Board or by the President. The Secretary shall keep in safe custody the corporate seal of the Corporation, and may affix the same to any instrument requiring it and attest the same. The Board of Directors may delegate the duties of the Secretary to the Executive Director of the Corporation.
Section 6.05. Treasurer.The Treasurer shall be the chief financial officer and shall cause full and accurate accounts of receipts and disbursements to be kept in books belonging to the Corporation. The Treasurer shall see to the deposit of all monies and other valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors, subject to disbursement or disposition upon orders signed in such manner as the Board of Directors shall prescribe. The Treasurer shall render to the President and to the Directors, at the regular meetings of the Board or whenever the President or the Board may require it, an account of all of his or her transactions as Treasurer and of the results of operations and financial condition of the Corporation. If required by the Board, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as may be satisfactory to the Board for the faithful discharge of the duties of his or her office, and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, records, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The Treasurer shall serve a one-year term, after which he or she will succeed to the position of President-Elect. If the Board of Directors votes to allow the President to serve a second term of one additional year, however, the Treasurer will not succeed to the position of President-Elect at that time, but instead will also serve a second term on one additional year. When elected, the Treasurer shall be a Director, or shall have been a Director whose term ended effective as of the most recently conducted Annual Meeting. If when elected the Treasurer is not currently a Director (his or her term having ended at the most recently conducted Annual Meeting) then her or she will attend all meetings of the Board of Directors in a non-voting, advisory capacity.
Section 6.06. Executive Director.The Board of Directors may appoint an Executive Director to whom it may delegate responsibility for the day-to-day affairs of the Corporation under the direction and supervision of the Board.
Section 6.07. Agents or Employees. The Board of Directors may by resolution designate the officer or officers who shall have authority to appoint such agents or employees as the needs of the corporation may require. In the absence of a designation this function may be performed by the President and may be delegated by the President to others in whole or in part.
Section 6.08. Removal of Officers, Agents or Employees. Any officer, agent or employee of the Corporation may be removed or his or her authority revoked by resolution of the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby. Any agent or employee of the Corporation likewise may be removed by the President or, subject to the President’s supervision, by the person having authority with respect to the appointment of the agent or employee.
Section 6.09. Resignation of Officers.In the event that the President shall resign before his or her term ends or become unable or ineligible to continue to serve as President, the office of President shall be filled by the President-Elect, who shall complete whatever remains of the term of the outgoing President and then serve his or her full one-year term as President. In the event that the President-Elect shall resign his or her position before assuming the office of President, or become unable or ineligible to serve as President, the President shall remain in office and serve a second year as President. The Treasurer shall perform the duties and responsibilities of the President-Elect for the time, if any, that the office of President-Elect shall be vacant. In the event that the Treasurer shall resign or become unable or ineligible to serve as President-Elect, the Board of Directors shall elect a Treasurer to complete whatever shall remain of the term of the Treasurer and then to serve as President-Elect and President. The provisions of this section of the By-Laws shall apply notwithstanding anything to the contrary in Sections 6.01 through 6.05 of these By-Laws.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Notice of Meetings of Members and Directors: Waiver of Notice. (a) Notice shall be deemed to have been properly given to a Member or Associate Member, if applicable, or a Director of the Corporation when delivered to him or her personally, or when deposited in the United States mail with first class postage prepaid, directed to his or her address appearing on the books of the Corporation supplied by him or her to the Corporation for the purpose of notice; and a certificate of affidavit by the Secretary shall be prima facie evidence of the giving of any notice required by the Bylaws. If the notice is sent by mail, it shall have deemed to be given when deposited in the United States mail. The notice shall specify the place, day and hour of the meeting. (b) Whenever any written notice is required to be given to a Member or an Associate Member or a Director of the Corporation under the provision of applicable law or the Bylaws, a waiver of notice in writing, signed by him or her either before or after the time stated in the notice, and whether before or after the time stated in the notice, and whether before or after the meeting, shall be deemed equivalent to the giving of due notice. Neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of the meeting. Attendance of any Director in person or any Member or Associate Member either in person or by proxy at any meeting shall constitute a waiver of notice of the meeting, except where a person entitled to notice attends the meeting for the express purpose of objection to the transaction of any business because the meeting was not lawfully called or convened.
Section 7.02. Telecommunications.
One or more persons may participate in a meeting of Members, the Board, or a committee of the Board, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence of persons at such meeting.
ection 7.03. Legal Counsel.
The Corporation shall retain legal counsel who shall be kept fully advised of and consulted with respect to all activities of the Corporation, the Board of Directors and all committees of the Board. Legal Counsel shall attend all meetings of the Membership, the Board and committees of the Board.
Section 7.04. Corporate Records.Corporate Records. The Corporation shall keep at its principal place of business records of the proceedings of the Members and the Board of Directors and the original or a copy of its Bylaws, including all amendments thereto to date. The Corporation shall keep at its principal place of business complete and accurate books and records of account.
Section 7.05. Right of Inspection. Every Member, by its designated voting representative, and every Director, upon written demand stating the purpose of the demand, shall have the right to examine, in person or by agent or attorney during the usual hours for business, for any proper purpose, the books and records of account, and records of the proceedings of the Members and the Directors and to make copies or extracts from them.
Section 7.06. Execution of Written Instruments. After authorization in the manner provided by law or in these Bylaws, all contracts, deeds, mortgages, obligations, documents and instruments, whether or not requiring a seal, may be executed by the President or a Vice President, and attested by the Secretary or the Treasurer, or may be executed or attested, or both, by the person or persons as may be specifically designated by resolution or the Board of Directors. All checks, notes, drafts and orders for the payment of money shall be signed by one (1) or more officers, the Executive Director or other agents whom the Board of Directors may from time to time designate
Section 7.07. Transactions with Directors and Officers. It is the policy of the Corporation to comply with all applicable laws and to avoid even the appearance of impropriety on the part of the Corporation and its Members. 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 are Directors, trustees or officers, or have a financial interest, or as to which any Directors or officer has any other conflict of interest, shall be authorized or entered into unless the material facts as to this or her interest and as to the contract or transaction are disclosed to the Board of Directors, and the Board in good faith authorizes the contract or transaction by a vote of two-thirds of the Directors in office other than the interested Director or Directors. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors that authorizes the contract or transaction.
Section 7.08. Dissolution.
The Corporation may be dissolved by the affirmative vote of a majority of its Members present at a meeting duly convened after notice to the Members of that purpose; or by the unanimous written consent of the Members. In the event of dissolution or winding up of Corporation, the Corporation’s assets after all debts and expenses have been paid or provided for shall be distributed in the manner provided in the Pennsylvania Non-Profit Corporation Act.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 8.01 Third Party Actions.The Corporation shall indemnify any person who was or is a party to 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 the person is or was a Director, officer or other representative of the Corporation, or is or was serving at the request of the Corporation as a Director, officer or representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding. Indemnification under this Section 8.01 shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 8.02. Derivative Action.
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 or suit, other than the right of the Corporation to procure a judgment in its favor, by reason of the fact that the person is or was serving at the request of the Corporation as a Director, officer or 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 the person in connection with such threatened, pending or completed action, suit or proceeding. Indemnification under Section 8.02 shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 8.03. Advancing Expenses. Advancing Expenses. Expenses incurred by a person who may be indemnified under Sections 8.01 or 8.02 shall be paid by the Corporation in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the person is not entitled to be indemnified by the Corporation.
Section 8.04. Rights to Indemnification. Any amendment or modification of these Bylaws that has the effect of limiting a person’s rights to indemnification with respect to any act or failure to act occurring prior to the date of adoption of such amendment or modification shall not be effective as to that person unless he or she consents in writing to be bound by the amendment or modification. The indemnification and advancement of expenses provided by or granted pursuant to these Bylaws shall continue as to a person who has ceased to be a Director, officer or representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE IX
AMENDMENT OF BYLAWS
Section 9.0l. Amendments. These Bylaws may be altered, amended, supplemented or repealed by the affirmative vote of a majority of the Members of the Corporation present at a meeting duly convened after notice to the Members of that purpose; or by the unanimous written consent of the Members.
Revised by Membership Vote 10/16/06
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