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BYLAWS

OF 

PHILADELPHIA AREA CONSORTIUM OF

SPECIAL COLLECTIONS LIBRARIES, INC

 

ARTICLE I 

Name and Location

 

1.01 Name. The name of the corporation is Philadelphia Area Consortium of Special Collections Libraries, Inc. (the "Corporation").

1.02 Location. The registered office of the Corporation shall be at 3200 The Mellon Bank Center, 1735 Market Street, Philadelphia, Pennsylvania, 19103. Attn: Ross J. Reese, jr. Esquire. The Corporation may also have offices at such other places as the Board of Directors may from time to time designate or the activities of the Corporation may require.

ARTICLE II 

Purposes

2.01 Purposes. The Corporation is incorporated under the nonprofit Corporation Law of the Commonwealth of Pennsylvania for the purposes of conducting exclusively charitable, literary, scientific and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any successor United States Internal Revenue law) (the "Internal Revenue Code"), including, among other things, to provide support to special collections libraries for educational and historic purposes.

The Corporation shall engage in all activities properly related to the foregoing.

The Corporation shall have all the powers provided to non-profit corporations under the Pennsylvania Non-Profit Corporation Law of 1988, as amended; provided, however, that the Corporation shall not, except to an insubstantial degree, exercise any powers that are not in furtherance of the purpose of this Corporation.

No part of the net earnings of the Corporation shall enure to the benefit of, or be distributable to, its Directors, Executive Committee members, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions is furtherance of the purposes of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Code of (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

Upon the dissolution of the Corporation, the Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Directors shall determine. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations which are organized and operated exclusively for such purposes, as the Court shall determine. 

ARTICLE III

Seal

3.01 Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Pennsylvania". The corporate seal may be affixed and attested but the affixation or attestation of the corporate seal shall not be necessary for the due execution any filing, any document or any other purpose by the Corporation.

ARTICLE IV

Membership

4.01 Members.

(a) The initial members of the Corporation shall be the Academy of Natural Sciences of Philadelphia: American Philosophical Society; The Athenaeum of Philadelphia; Balch Institute For Ethnic Studies; Bryn Mawr College; Center for Judaic Studies (formerly Annenberg Research Center); College of Physicians of Philadelphia; The Free Library of Philadelphia; Hagley Museum & Library; Haverford College; The Historical Society of Pennsylvania; The Library Company of Philadelphia; Philadelphia Maritime Museum; Presbyterian Historical Society; The Rosenbach Museum and Library; St. Charles Borromeo Seminary; Swarthmore College; Temple University; University of Pennsylvania; and Winterthur Museum, provided that the President of each member institution shall certify in writing the institution's acceptance of membership. Membership rights and responsibilities shall commence within seven (7) days of delivery of such certification to the offices of the Corporation.

(b) Additional members may be designated by vote of at least two-thirds of the members present at any meeting of the Board of Directors or by unanimous written consent of the Directors Within ten (10) days of the meeting at which a new membership is approved or of the receipt of the written approval which makes the agreement unanimous, the Secretary of the Board of Directors shall deliver in writing to the President of each institution approved for new membership notice of invitation to membership, enclosing a copy of the Bylaws, with a request for certification of the institution's acceptance of membership. Membership rights and responsibilities shall commence within seven (7) days of delivery of such certification to the offices of the Corporation. An invitation to membership shall lapse if not accepted within one year of notice.

 (c) All members must be public charities in accordance with the requirements of the Internal Revenue Service.

(d) Any member may resign by delivery of written notice from the President of the member institution. Resignation shall take effect immediately upon delivery to the Secretary of the Corporation of such notification.

(e) Any member may be removed by vote of at least two-thirds of the members of the Board of Directors.

(f) Each member shall designate a representative, who must be a natural person, to the Board of Directors (the "Representative") who shall serve as a Director and be authorized to act on behalf of such member at any meeting of the Board of Directors and in furnishing any written consent or notification. The Representative shall be either the President of the member, the head of special collections library of the member or such senior library employee as the President of the member may appoint. Any Representative who will be unable to attend a meeting of the Board of Directors or otherwise represent that member may name a substitute (the "Alternate") by written notice to the Secretary of the Corporation at least three (3) days prior to the date upon which such substitution is to commence. If the notice of substitution does not include a closing date for the substitution, the Alternate shall continue to exercise all powers on behalf of the member, including attendance at meetings of the Board of Directors, until rescinded by notification by the Representative of the member. The President of the member may at any time appoint a new Representative or Alternate (in the case of temporary incapacity of the of the Representative) by providing written notice to the Secretary of the Corporation. Such appointment shall take effect seven (7) days from delivery of such notification.

4.02 Classes of Membership and Dues. The Board of Directors of the Corporation may establish classes of membership and dues. Dues shall normally be payable by members not later than July of each calendar year. The dues for the first year of membership shall be payable within three months of the adoption of these Bylaws.

4.03 Notice. Any notice of meeting or invitation to membership shall be delivered personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, addressed to the President at the President's most recent address listed in the records of the Corporation. Any certification of acceptance or resignation or appointment of Representative or Alternate shall be delivered personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, addressed to Secretary of the Corporation at the most recent address listed in the Records of the Corporation.

ARTICLE V

Board of Directors

5.01 Membership. The Representatives of the members shall constitute the Board of Directors.

5.02 General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors. In addition to the powers and authority expressly granted by these Bylaws, the Board of Directors may exercise all powers of the Corporation and do all lawful acts and things that are not prohibited by applicable law, the Articles of Incorporation or these Bylaws. The Board of Directors may delegate to the Executive Committee or any other standing or ad hoc committee of the Board any power or authority not expressly reserved to it by applicable law, the Articles of Incorporation or these Bylaws.

5.03 Meetings. Regular meetings of the Board of Directors shall be held on the third Wednesday of March, June, September, and December of each year, except as varied according to these Bylaws. The election of the Executive Committee shall take place at the annual meeting. Members may agree to adjust the date of a meeting of the Board of Directors by a vote of two-thirds of the Representatives present at the meeting previous to that to be changed or by unanimous written consent of members at least twenty-one (21) days prior to both the previously-scheduled and the revised date of the meeting. Special meetings of the Board of Directors may be called at any time by the Chairperson or Vice-Chairperson of the Executive Committee. Meetings of the Board of Directors may be held at any location within or without the Commonwealth of Pennsylvania, except that meetings held more than seventy-five (75) miles distant from the Corporation's registered office in the City of Philadelphia will require the consent in writing of at least two-thirds of the Representatives.

5.04 Annual Meeting. The regular March meeting of the Board of Directors shall constitute the annual meeting of the Corporation.

5.05 Notice. Written notice of the time and place of all meetings of the Board of Directors shall be delivered to each Representative at least fifteen (15) days prior to the date of such meeting (unless a longer period of notice is required by applicable law, the Articles of Incorporation or these Bylaws). Notice shall be delivered personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, addressed to the Representative at the Representative's most recent address listed in the records of the Corporation.

5.06 Quorum. Half of the membership of the Board of Directors shall constitute a quorum.

 5.07 Voting. Each Representative shall be entitled to one vote on any matter submitted to the Board of Directors. The acts approved by an affirmative vote of a majority of the Representatives present at the meeting at which there is a quorum shall be the acts of the Board of Directors unless a greater proportion is required by applicable law, the Articles of Incorporation or these bylaws. Except as required by applicable law, the Articles of Incorporation or these Bylaws, voting can be by voice vote, show of hands, or written ballot, as agreed from time to time by the membership of the Board of Directors.

(Special provisions omitted)

5.08 Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if two-thirds members of the Board of Directors consent thereto in writing.

ARTICLE VI 

Executive Committee

6.01 General Powers. The Executive Committee shall be responsible for the general management of the business affairs of the Corporation within the policies and procedures approved by the Board of Directors, subject to applicable law, the Articles of Incorporation and these Bylaws.

6.02 Qualification. Members of the Executive Committee must be natural persons who are selected from those who have been designated as Representatives of members pursuant to Section 4.01(a) of these Bylaws.

6.03 Number and Term. The Executive Committee shall consist of six in number who shall be natural persons. All terms of membership on the Executive Committee will commence immediately at the end of the meeting of the Board of Directors at which they were elected. At the first annual election of the Executive Committee to be held in 1994, the number shall be divided into two classes of three members each, the term of office of those of the first class to expire at the first annual meeting of the Corporation after their election and the term of office of those of the second class to expire at the second annual meeting of the Corporation after their election. At each annual election held after such classification and election to be held in 1994, members of the Executive Committee chosen to succeed those whose terms expire shall be elected for a term of office to expire at the second annual meeting of the Corporation after their election. No member of the Executive Committee shall serve for more than two consecutive two-year terms.

6.04 Interim Executive Committee. At the meeting of the members at which these Bylaws are adopted, an Interim Executive Committee shall be elected by a majority of those members represented at such meeting, to exercise all the powers and responsibilities assigned to the Executive Committee by these Bylaws until the first annual meeting of the Corporation following the adoption of these Bylaws.

6.05 Method of Election. The Nominating Committee shall submit to the members of the Corporation a written slate of candidates for all vacancies on the Executive Committee at least fifteen (15) days in advance of the meeting at which the election is to be held. Notice shall be delivered personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, addressed to the Representative at the Representative's most recent address listed in the records of the Corporation. At the meeting in which the election is to be held, any Representative or Alternate may submit nominations from the floor prior to the voting. Voting shall be by written ballot, with the votes to be counted by the Chairperson of the Executive Committee and the Chairperson of the Nominating Committee. Vacancies will be filled by those receiving the highest number of votes from members present and voting at the meeting at which the election is held at which a quorum is present, in descending order of votes received until all vacancies in the class are filled.

6.06 Meetings. Regular meetings of the Executive Committee shall be held at such times and places as the Executive Committee may from time to time determine. Special meetings of the Executive Committee may be called at any time by the Chairperson or Vice-Chairperson of the Executive Committee. Meetings of the Executive Committee may be held at any location within or without the Commonwealth of Pennsylvania, except that meetings held more than seventy-five (75) miles distant from the registered office of the Corporation in the City of Philadelphia will require the consent in writing of at least two-thirds of the members of the Executive Committee.

6.07 Notice. Written notice of the time and place of all meetings of the Executive Committee shall be delivered to each member of said Committee at least ten (10) days prior to the date of such meeting (unless a longer period of notice is required by applicable law, the Articles of Incorporation or these Bylaws). Notice shall be delivered personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, addressed to the Representative at the member's most recent address listed in the records of the Corporation.

6.08 Quorum. Three members of the Executive Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.

6.09 Voting. Each member of the Executive Committee shall be entitled to one vote on any matter submitted to the Executive Committee. If only three members of the Executive Committee are present at any meeting, the acts approved unanimously by all members of the Executive Committee present at the meeting shall be the acts of the Executive Committee unless a greater proportion is required in a specific instance by applicable law, the Articles of Incorporation or these Bylaws. If more than three members of the Executive Committee are present at any meeting, the acts approved by an affirmative vote of a majority of the members of the Executive Committee present at the meeting shall be the acts of the Executive Committee unless a greater proportion is required in a specific instance by applicable law, the Articles of Incorporation or these Bylaws.

6.10 Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if all members of the Executive Committee consent thereto in writing.

Note: Conference telephone section omitted. Covered by section 10.04

6.12 Resignation of Members of the Executive Committee. Any member of the Executive Committee may resign at any time. Such resignation shall be in writing delivered to the Secretary of the Corporation, except that the Secretary shall deliver notification to the Chairperson of the Board, In such event, the vacancy created by the resigning member of the Executive Committee shall be filled by vote of the remaining members of the Executive Committee, subject to approval by the Board of Directors at their next meeting by written ballot of a majority of those present and voting at the meeting at which a quorum is present.

6.13 Removal of Members of the Executive Committee. Unless otherwise provided, any member of the Executive Committee may be removed by a vote by written ballot of at least two-thirds of the Representatives present and voting at a meeting of the Board of Directors at which a quorum is present.

ARTICLE VII

Officers

7.01 Officers. The Executive Committee shall appoint all officers of the Corporation annually at a meeting which shall immediately follow the annual meeting of the Board of Directors at which elections are held. All officers shall serve at the discretion of the Executive Committee. Officers must be members of the Executive Committee. All officers shall hold office for a term of one year (or such other term as the Board of Directors shall determine for any office from time to time) or until their successors are elected and have qualified, unless sooner removed by the Executive Committee in accordance with its powers set forth herein.

 7.02 Chairperson of the Board. The Chairperson of the Board shall preside at all meetings of the Board of Directors and of the Executive Committee if present The Chairperson of the Board shall be a voting member ex officio of every Committee of the Board.. The Chairperson shall be responsible for the management of the Corporation including the general supervision of all operations and personnel of the Corporation subject in all cases to the policies and directions of the Board of Directors and of the Executive Committee.

 7.03 Vice-Chairperson of the Board. In the absence of the Chairperson of the Board from any meeting of the Board of Directors or of the Executive Committee, the Vice-Chairperson of the Board, who shall be chosen from among the members of the Executive Committee, shall preside at such meeting and shall possess all the powers of the Chairperson of the Board as set forth in section 7.02 of these Bylaws. The Vice-Chairperson shall also act on behalf of the Chairperson in the absence or incapacity of the Chairperson. The Chairperson shall provide written notification to the Secretary of any expected absence. Incapacity of the Chairperson shall be certified by two-thirds of those present at a meeting of the Executive Committee according to the procedures described in Section 6.09 of these Bylaws, provided that such certification shall in any case require an affirmative vote of at least two-thirds of those present.

7.04 Secretary of the Corporation. The Secretary shall cause the minutes of all meetings of the Board of Directors and Executive Committee to be kept and shall cause the custody of the records and the seal of the Corporation to be maintained. The Secretary shall have such other duties and responsibilities as are customarily associated with such office or are assigned by the Executive Committee. The Secretary may delegate any duties created under this Section 7.04 to the Assistant Secretary if such office has been created by the Board of Directors.

7.05 Treasurer. The Treasurer shall have custody of all funds of the Corporation to be maintained and shall cause an accurate accounting system of such funds to be maintained. The Treasurer shall receive and disburse the funds of Corporation according to the annual budget as approved by the Board of Directors and any supplemental budget approved by the Board of Directors, provided that no purchase, contract or other encumbrance in excess of such amount as shall be established from time to time by the Executive Committee shall be made without the prior approval of the Board of Directors or the Financial Committee. The Treasurer shall further cause the presentation of financial reports in such manner and form as the Board of Directors may from time to time determine, provided that the audited annual financial report will be presented to the first meeting of the Board of Directors following the close of the financial year. The Treasurer shall have such other duties and responsibilities as are customarily associated with such office or are assigned by the Board of Directors.

7.06 Removal. Unless otherwise provided, any officer may be removed by a vote by written ballot of at least two-thirds of the Directors present and voting at a meeting of the Board of Directors at which a quorum is present.

7.07 Vacancy. Any vacancy in any office shall be filled by the Executive Committee.

 

ARTICLE VIII

Committees of the Board of Directors

8.01 Standing Committees. The Nominating Committee, the Finance Committee and the Development Committee shall be standing committees. The Board of Directors may establish such other Committees of the Board of Directors as it deems necessary or desirable ("Ad Hoc Committees")

8.02 Nominating Committee. The Nominating Committee shall prepare a slate of candidates for all vacancies on the Executive Committee, to be submitted to the members in accordance with Section 6.05 of these Bylaws.

8.03 Finance Committee. The Finance Committee shall, with the assistance of the Treasurer and any employees of or contractors for the Corporation, prepare the annual budget of the Corporation for submission to the Executive Committee for its review in time for submission to the full Board of Directors for approval at the annual meeting.

8.04 Development Committee. The Development Committee shall oversee efforts by members and employees of the Corporation to identify specific activities that would further the purposes of the Corporation and to secure funding for both such specific activities and the general expenses of the Corporation

8.05 Miscellaneous Duties. The Board of Directors and the Executive Committee may delegate such authority to any Committee, whether Standing or Ad Hoc, appropriate to the terms of reference of the committee, provided that such delegation is not prohibited by applicable law, the Articles of Incorporation, or these Bylaws.

8.06 Membership. The Chairperson of the Board shall nominate the members and Chairperson of each Committee (whether or not a Standing Committee), for approval by the Board of Directors. The Chairperson shall have the power to make an emergency appointment of a member or members of any Committee or of the Chairperson of any Committee, subject to confirmation by the Board of Directors at its next meeting. All Committees, whether or not Standing Committees, shall be comprised of such persons as are designated by the Board of Directors and need not be members of the Executive Committee or Representatives, provided that Chairperson and at least one-third of the members of each Committee shall be Representatives.

 8.07 Term. Each member of a Committee shall continue as such until the subsequent annual meeting of the Board of Directors or until his or her successor is elected and has qualified, unless either such member is earlier removed or such Committee is earlier dissolved by the Board of Directors. Vacancies in the membership of any Committee shall be filled by appointments made in the same manner as the initial appointments to such Committee in accordance with these Bylaws.

8.08 Notice. Written notice of the time and place of all meetings of Committees shall be delivered to each member of such Committee, as the case may be, at least five (5) days prior to the date of such meeting unless a longer period of notice is required by applicable law, the Articles of Incorporation or these Bylaws. Notice shall be delivered personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, addressed to the Representative at the Committee members' most recent addresses listed in the records of the Corporation.

8.09 Quorum. One-half of the members of a Committee shall constitute a quorum for the transaction of any business, and the acts of a majority of the Committee members at a meeting at which a quorum is present shall be the acts of such Committee, in each case, unless a greater proportion is required by applicable law, the Articles of Incorporation or these Bylaws.

8.10 Removal. Any member of a Committee may be removed at any time by the Board of Directors. Any member of a Committee appointed by the Chairperson of the Board may be removed by the Chairperson of the Board.

8.11 Minutes, Procedures and Reports of Committees. The Chairperson of each Committee shall designate a Secretary, who need not be a member of such Committee. Each Committee shall establish procedural rules consistent with applicable law, the Articles of Incorporation and these Bylaws and the policies and directions of the Board of Directors; shall keep minutes of each of its meetings; and shall issue such reports as the Board of Directors or the Chairperson of the Board may request.

 

ARTICLE IX

Liability of Directors and Executive Committee Members 

9.01 Liability of Directors and Executive Committee members. A Director of the Corporation or member of the Executive Committee shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: (i) the Director or Executive Committee member has breached or failed to perform the duties of such Director's or Executive Committee member's office under Section 5713 (15 Pa.C.S. 5713) of the Pennsylvania Nonprofit Corporation Law (or any successor act or provision relating to standard of care and justifiable reliance); or (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. This Section 9.01 shall not apply to: (i) the responsibility or liability of a Director or Executive Committee member pursuant to any criminal statute; or (ii) the liability of a Director or Executive Committee member for the payment of taxes pursuant to local, state or federal law.

9.02 Standard of care: justifiable reliance. A Director or Executive Committee member shall stand in a fiduciary relation to the Corporation and shall perform his or her duties as a Director or Executive Committee member, including duties as a member of any committee of the Board upon which the Director or Executive Committee member may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of the Corporation and with such care, ordinary prudence would use under similar circumstances. In performing his or her duties, a Director or Executive Committee member shall be entitled to rely in good faith on information, opinions, reports or statements, including, without limitation, financial statements and other financial data, in each case prepared or presented by any of the following:

a. One or more officers or employees of the Corporation whom the Director or Executive "Committee member reasonably believes to be reliable and competent in the matters presented.

b. Counsel, public accountants or other persons as to matters which the Director or Executive committee member reasonably believes to be within the professional or expert competence of such person.

c. A Committee of the Board upon which the Director or Executive Committee member does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director or Executive committee member reasonably believes to merit confidence. A Director or Executive Committee member shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

9.03 Consideration of Factors. In discharging the duties of their respective positions, the Board of Directors, the Executive Committee, other committees of the Board and individual Directors and Executive Committee members may, in considering the best interests of the Corporation, consider the effects of any action upon employees, 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.

 9.04 Presumption. 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.

9.05 Notation of Dissent. A Director or member of the Executive Committee who is present at a meeting of the Board of Directors, of the Executive Committee, or a any other committee of the Board of Directors, at which action any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the Director or Executive Committee member files a written dissent to the action with the Secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director or Executive Committee member who voted in favor of the action. Nothing in this Section shall bar a Director or Executive Committee member from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly upon receipt of a copy of such minutes, the Director or Executive Committee member notifies the secretary in writing of the asserted omission or inaccuracy.

ARTICLE X

Indemnification

10.01 Third Party Actions. Any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director, Executive Committee member, officer, employee or agent of the Corporation, or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation against expenses (including attorneys' fees and out-of-pocket costs) judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceedings by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

10.02 Derivative Actions. 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 by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, Executive Committee member, officer, employee or agent of the Corporation, or is or was serving at the request of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation against expenses (including attorneys' fees and out-of-pocket costs) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or willful misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the Court of Common Pleas of the county in which the registered office of the Corporation is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper.

10.03 Mandatory Indemnification. To the extent that a Director, Executive Committee member, officer, employee or agent as above described has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 8.01 or 8.02 of this Article or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

10.04 Procedure for Effecting Indemnification. Any indemnification under Sections 10.01 or 10.02 (unless ordered by a court) shall be made only as authorized in the specific case upon a determination that the indemnification of the Director, Executive Committee member, officer, employee or agent is proper in the circumstance because he or she has met the applicable standard of conduct set forth in such Section. Such determination shall be made:

(I) By the vote of the Board of Directors who were not parties to such action, suit or proceedings consisting of Directors who were not parties to such action, suit or proceedings; or

(II) If such action is not obtainable, or even if obtainable the vote of the disinterested Directors so directs, by independent legal counsel in a written opinion.

10.05 Advancing Expenses. Expenses incurred by a Director, Executive Committee member, officer, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, Executive Committee member, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article.

10.06 Supplementary Coverage. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaws, agreement, vote of members or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Executive Committee member, officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators and other personal representatives of such a person.

 10.07 When Indemnification Not Made. Indemnification pursuant to this Article shall not 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.

10.08 Grounds. Indemnification pursuant to this Article, under any Bylaw, agreement, vote of members, Directors, Executive Committee members or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any provision of law except as provided in this Article and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Corporation. Such indemnification is declared to be consistent with the public policy of the Commonwealth of Pennsylvania.

10.09 Power to Purchase Insurance. The Corporation may, by action of the Executive Committee, purchase and maintain insurance on behalf of any person who is or was a Director, Executive Committee member, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such whether or not this Corporation would have the power to indemnify him or her against such liability under the provisions of the Article.

10.10 Creation of a Fund to Secure or Insure Indemnification. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any matter its indemnification obligations whether arising under or pursuant to this Article or otherwise.

ARTICLE XI

Miscellaneous Provisions

11.01 Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December each year.

 11.02 Auditors. The Chairperson of the Board of Directors shall submit for approval by the Board of Directors no later than the December meeting of the Board of Directors the names of a firm or two qualified individuals who have agreed to audit the Treasurer's annual financial report and the records on which it is based. An auditor shall not be the Treasurer, an employee of the Corporation or other firm or individual who has been directly involved in disbursing funds of the Corporation or maintaining the Corporation's financial records. The auditors shall submit their report together with the Treasurer's report at the annual meeting of the Corporation. The Corporation may pay the auditors compensation in accordance with standard professional rates prevailing at the time of their services.

11.03 Telephonic Board and Committee Meetings. Any Director or member of a Committee, including the Executive Committee, may participate in any meeting of the Board of Directors or such Committee, as the case may be, by means of a conference telephone or similar communications equipment through which all persons participating in such meeting can hear all other persons so participating. Participation in a meeting pursuant to this Section 10.04 shall constitute presence in person at such meeting.

ARTICLE XII

Adoption and Amendments

 

12.01 Adoption. These Bylaws shall become effective when adopted by a vote of two-thirds of all the members at a regular or special meeting of the Board of Directors.

12.02 Amendments. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by vote of two-thirds of all the members at a regular or special meeting of the Board of Directors.

 

 

 

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