Bylaws
BYLAWS
OF
LANCASTER COUNTY WORKFORCE
INVESTMENT BOARD, INC.
(a Pennsylvania Nonprofit Corporation)
Article I.
Name, Offices, Fiscal Year and Purpose
1.1 Name. The name of the Corporation is Lancaster County Workforce Investment Board, Inc. (the "Corporation").
1.2 Registered Office. The registered office of the Corporation in the Commonwealth of Pennsylvania shall be at 313 West Liberty Street, Suite 114, Lancaster, Pennsylvania 17603, until otherwise established by a vote of the Board of Directors in office, and a statement of such change is filed in the Department of State, or until changed by an appropriate amendment of the Articles of Incorporation ("Articles") of the Corporation.
1.3 Other Offices. The Corporation may also have offices at such other places within or without the Commonwealth of Pennsylvania as the Board of Directors may from time to time appoint or the business of the Corporation requires.
1.4 Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by the Board of Directors, end on June 30.
1.5 Purpose. The corporation is incorporated under the Nonprofit Corporation Law of 1988 for the following purpose or purposes:
(a) To develop and submit a comprehensive 5 year local plan, consistent with the State plan, to the Governor.
(b) To develop a one-stop delivery system for workforce development services in conjunction with Pennsylvania's state-wide workforce investment activities under the Act (as defined in §2.1, infra) and to perform every other function of a local workforce investment board as required or permitted by the Act.
(c) The corporation is organized exclusively for charitable, scientific, and educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code, including, but not limited to any such activity which may be permitted by corporations formed under and pursuant to the Pennsylvania Nonprofit Corporation Law of 1988.
(d) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 in furtherance of Section 501(c)(3) purposes. The corporation shall be authorized and empowered to make payments and distributions to other Section (501(c)(3) organizations. 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 or in opposition to any candidate for public office.
(e) Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (I) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law) or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law).
(f) It is intended that the corporation shall have, and continue to have, the status of an organization which is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. All terms and provisions of the Articles of Incorporation and the Bylaws of the corporation and all authority and operations of the corporation, shall be construed, applied and carried out in accordance with such intent.
(g) Upon the dissolution of the corporation, the Board of 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 a manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as (an) exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such 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 organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.
(h) Neither the net earnings of the corporation nor donations which it receives shall inure to the benefit of any individual, as the private inurement standard is interpreted under Section 501(c)(3) of the Internal Revenue Code of 1986 (or any corresponding provision of any later federal tax law). In the event of a sale or dissolution of the corporation, surplus funds shall not be used for private inurement to any person, and such use of surplus funds is expressly prohibited.
ARTICLE II
Board of Directors
2.1 Qualifications. Each director of the Corporation shall be a natural person of majority age. At a minimum, each Director shall represent one of the following groups, and all groups shall be represented on the Board of Directors: Private Business (who shall constitute at least a majority of the members), two (2) local educational agencies, two (2) labor organizations, two (2) community based organizations, two (2) economic development agencies, and two (2) mandatory PA CareerLink partners as defined in the Workforce Investment Act of 1998, 28 USC §2801 et seq. (the "Act") and any amendments thereto, or as required by the Department of Labor and Industry. Such representation shall be in accordance with the Act, including requirements as to the nomination, appointment and certification of Directors and numbers of directors representing each group. Private Business shall mean representatives of business in the local workforce area who: (1) are owners of businesses, chief executives, or operating officers of business and other business executives or employers with optimum policymaking or hiring authority; and (2) represent businesses with employment opportunities that reflect the employment opportunities of the local area; and (3) are appointed from among individuals nominated by local business organizations and business trade associations.
2.2 Number and Term of Office. The Board of Directors shall consist of no less than twenty one (21) and not more than forty (40) directors, who need not be residents of the Commonwealth.
The initial members of the Board of Directors shall serve such terms as set forth in the initial appointment or election documents. After the initial election or appointment of the Board of Directors, each director elected or appointed to the Board of Directors shall hold office beginning on July 1st and remain on the Board of Directors until a successor shall have been appointed and qualified, except in the event of death, resignation or removal. The term of office of each director shall be three (3) years, and the expiration dates of terms shall be staggered so that, as nearly as possible, the terms of one third of the Board of Directors expire each year.
2.3 Organization. At every meeting of the Board of Directors, the Chairman (or, in the case of a vacancy in the office or absence of the Chairman, one of the following officers present in the order stated: the vice chairman, if there be one, or a chairman chosen by a majority of the directors present), shall preside, and the secretary (or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretary, any person appointed by the chairman of the meeting) shall act as secretary.
2.4 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Chairman or the secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any director shall be deemed to have offered his or her resignation if: (I) the organization he or she represents no longer represents one of the groups specified in Section 2.1; or (ii) he or she ceases to represent the group for whom that director was elected as a representative. The Board of Directors may accept, at its sole option, the resignation or reassign the director.
2.5 Vacancies. Vacancies shall be filled by appointment of the Lancaster County Board of Commissioners from recommendations submitted in compliance with the Act and any rules and regulations promulgated thereunder. Business representatives must be selected from among individuals nominated by The Lancaster Chamber & Industry or the Steering Committee of the various industry partnerships operated by the Workforce Investment Board. A director appointed to fill a vacancy shall serve the remaining unexpired term of the director whose position was vacated.
2.6 Removal. Any director may be removed by the majority of directors then in office with or without cause. A director who is so removed shall not be granted any rights to a hearing or the right to appeal the removal.
2.7 Place of Meeting. Meetings of the Board of Directors may be held at such place within or without Pennsylvania as the Board of Directors may from time to time appoint, or as may be designated in the notice of the meeting.
2.8 Annual Meeting; Election of Officers. Prior to July 1 of each year, the Board of Directors shall elect officers (to take office effective July 1). Such election if not conducted during a regularly scheduled meeting may be held at any time or place which shall be specified in a notice given as provided in Section 2.10 of this Article for special meetings of the Board of Directors.
2.9 Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as shall be designated from time to time by resolution of the Board of Directors. If the date fixed for any such regular meeting be a legal holiday under the laws of the state where such meeting is to be held, then the same shall be held on the next succeeding business day, not a Saturday or Sunday, or at such other time as may be determined by resolution of the Board of Directors. At such meetings, the directors shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these bylaws.
2.10 Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone or in writing at least twenty-four (24) hours (in the case of notice by telephone or electronic mail) or five (5) days (in the case of notice by mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.
2.11 Quorum, Manner of Acting and Adjournment. Except as otherwise provided in these bylaws, a majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one (1) vote.
Except as otherwise specified in the Articles or these bylaws, or provided by statute, the acts of a majority of all directors then in office shall be the acts of the Board of Directors.
Except as otherwise provided by law, in the absence of a quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is present. The directors shall act only as a board and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of the Corporation.
2.12 Compensation. The Board of Directors shall not be compensated for their services as such. Luncheons and reimbursement for travel expenses shall not constitute compensation.
2.13 Attendance. All directors shall be required to attend a minimum of two thirds (66%) of all Board of Directors and committee meetings to which the director is assigned during the course of a full fiscal year to maintain directorship in good standing. Failure to comply with this attendance provision can result in removal from Board of Directors.
2.14 Powers; Personal Liability.
(a) The Board of Directors shall have full power to establish and direct the policies governing the business and affairs of the Corporation; and all powers of the Corporation, except those specifically reserved or granted by statute or by the Articles or these bylaws, are hereby granted to and vested in the Board of Directors.
(b) A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under Section 5712 of Title 15 of the Pennsylvania Statutes (relating to standard of care and justifiable reliance), and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or Federal laws.
2.15 Federal Conflict of Interest Procurement Standards. No employee, officer, or agent shall participate in the selection, award, or administration of a contract supported by federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award.
A Board of Director or subcommittee member must advise the Board of Directors of any potential conflict of interest and must recuse himself/herself from any board duties when the matter is brought before the board. A Board of Directors member who has doubts about a specific situation that involves a conflict of interest must ask the Local Board of Directors for an opinion.
2.16 Financial Interest Statements. According to the Commonwealth of Pennsylvania, members appointed to the Board of Directors meet the definition of public official or public employee as outlined in the PA Management Directive 205.10 and Financial Disclosures Required by the Public Official and Employee Ethics Act of 1998. To the extent that Board of Directors members continue to be considered a public official or public employee, Board of Directors members must complete and file financial interest statements each year the position is held and the year following termination of service. The forms are due on or before May 1 for the prior calendar year.
ARTICLE III
Notice, Waivers and Meetings
3.1 What Constitutes Notice. Whenever written notice is required to be given to any person under the provisions of the articles, these bylaws, or the Pennsylvania Nonprofit Corporation Law of 1988, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, electronic mail, or by facsimile transmission, to the address of the person (or to his facsimile number) appearing on the books of the Corporation, or in the case of directors, supplied by the director to the Corporation for the purpose of notice.
If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. If the notice is sent by electronic mail, it shall be deemed to have been given to the person entitled thereto when sent electronically. A notice of a meeting shall specify the place, day and hour of the meeting and any other information required by law or these bylaws.
When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
3.2 Waivers of Notice. Whenever any written notice is required to be given under the provisions of the articles, these bylaws, or the Pennsylvania Nonprofit Corporation Law of 1988, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by this Section 3.2, 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 the members, 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.
3.3 Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.
3.4 Exception to Requirement of Notice. Whenever any notice or communication is required to be given to any person under the provisions of the Articles or these bylaws, or the Pennsylvania Nonprofit Corporation Law of 1988, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required and there shall be no duty to apply for a license or other permission to do so.
3.5 Conference Telephone Meetings. One or more persons may participate in a meeting of the Board of Directors, of a committee of the Board of Directors 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 3.5 shall constitute presence in person at such meeting.
3.6 Proxy Votes. A Board of Directors member who is unable to attend a meeting may, by written notice to the secretary, vote on any matter of business other than an amendment to the Articles of Incorporation or Bylaws or any fundamental change to the Corporation. If the written direction to the Secretary is clear, the Secretary may act as proxy for the absent Board of Directors member pursuant to Section 5759 of the Pennsylvania Nonprofit Corporation Law and may cast a vote on behalf of the absent Board of Directors member, and such vote shall be treated as if the Board of Directors member was present at the meeting and voted on such matter. The written notice may be submitted electronically.
ARTICLE IV
Officers
4.1 Number and Qualifications. The officers of the Corporation shall be a Chairman, Vice Chairmen, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of Section 4.3. Any number of offices may be held by the same person. Officers may, but need not, be directors of the Corporation. The officers shall be natural persons of majority age.
4.2 Election and Term of Office. The officers of the Corporation, except those elected by delegated authority pursuant to Section 4.3, shall be elected every two years by the Board of Directors, and each such officer shall hold office until the next election of officers and until a successor shall have been elected and qualified, or until death, resignation, or removal.
4.3 Subordinate Officers, Committees and Agents. The Board of Directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Corporation may require, including one chairman, one or more vice chairmen, a president, one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and officers, committees, employees or other agents.
4.4 Resignation. Any officer, committee, employee or other agent of the corporation may be removed, either for or without cause, by the Board of Directors or other authority which elected, retained or appointed such officer, committee or other agent whenever in judgment of such authority the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
4.5 Removal. Any officer, committee, employee or other agent of the corporation may be removed, either for or without cause, by the Board of Directors or other authority which elected, retained or appointed such officer, committee or other agent whenever in judgment of such authority the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
4.6 Vacancies. If the office of any officer becomes vacant for any reason, the Board of Directors may appoint a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred. A Chair or Vice Chair appointed to fill a vacancy shall serve the remaining unexpired term of the officer whose position was vacated and shall thereafter be eligible to serve an additional two year term. Vacancies of office must be filled in compliance with the Act and any rules and regulations promulgated thereunder.
4.7 General Powers. All officers of the Corporation, as between themselves and the Corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by resolutions or orders of the Board of Directors, or, in the absence of controlling provisions in resolutions or orders of the Board of Directors, as may be provided in these bylaws.
4.8 Chief Executives. The executive officers of the corporation shall be chosen by the Board of Directors and shall be the Chair of the Board of Directors, Vice Chair, if deemed necessary, Secretary, Treasurer and such other officers and assistant officers as the needs of the corporation may require. The chair shall be a Private Business group member. The Board of Directors shall also elect a President if deemed necessary. The officers shall hold their offices for a term of two years, corresponding to the fiscal year of the corporation, and shall have such authority and shall perform such duties as are provided by the Bylaws and as shall from time to time be prescribed by the Board of Directors. The Chair or Vice-Chair may hold such office for one two-year term. A Chair or Vice Chair appointed to fill a vacancy shall serve the remaining unexpired term of the officer whose position was vacated and shall thereafter be eligible to serve an additional two-year term. An individual may be elected to future terms as Chair or Vice Chair as long as the terms are not consecutive. The Secretary and Treasurer may hold such offices for an unlimited number of terms. Any number of offices may be held by the same person. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise. The Corporation shall pay for the cost of the fidelity bond.
4.9 Chairman. The Chair shall be the chief executive officer of the corporation, and shall preside at all meetings of the Board of Directors and of the Executive Committee. The Chair shall lead the development of the Board of Director's policies, recommend candidates for Board of Directors appointment as Directors, represent the Board of Directors on ceremonial occasions, make committee appointments and perform any duties incident to the office that may occur during his or her term of office. The Chair shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Corporation. The Chair shall be an ex-officio member of all committees.
4.10 Vice Chairman. The Vice Chair shall act in all cases for and as the Chair in the latter's absence or incapacity, shall serve on the Executive Committee, and shall perform such other duties as may be required from time to time.
4.11 Secretary. The secretary or an assistant secretary shall attend all meetings of the members and of the Board of Directors and shall record all the votes of the members and of the directors and the minutes of the meetings of the members and of the Board of Directors and of committees of the Board of Directors in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Corporation as required by law; and, in general, shall perform all duties incident to the office of the secretary, and such other duties as may from time to time be assigned by the Board of Directors or the president.
4.12 Treasurer. The treasurer or an assistant treasurer shall have or provide for the custody of the funds or other property of the Corporation; shall collect and receive or provide for the collection and receipt of monies earned by or in any manner due to or received by the Corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the Board of Directors may from time to time designate; shall, whenever so required by the Board of Directors, render an account showing all transactions as treasurer, and the financial condition of the Corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the president.
ARTICLE V
Committees
5.1 Executive Committee. There shall be a standing Executive Committee composed of the Chairman, the Vice-Chairman, Secretary and Treasurer and not fewer than four (4) or more than six (6) other members of the Board of Directors. Members of the Executive Committee shall be appointed by the Chairman, conditioned on approval by a vote of the Board of Directors.
(a) Scope of Authority. The Executive Committee shall have the power to manage and conduct the business and property of the Corporation, except as limited by law, and except for the election of officers and Directors.
(b) Meetings. It shall meet as often as necessary in the judgment of the Chairman and at any time at the call of and under authority of the members of the Board of Directors. Minutes of each meeting of the Executive Committee shall be kept by a Secretary to be designated from time to time by the Chairman. At each regular meeting of the Board of Directors, the Executive Committee shall report all actions taken by it since the last regular meeting of the Board of Directors.
(c) Quorum. The lesser of five (5) or a majority of members of the Executive Committee shall constitute a quorum of the Executive Committee. The affirmative vote of a majority of the members of the Executive Committee present at any meeting of the Executive Committee at which a quorum is present shall constitute an action of the Executive Committee.
(d) Proxy Votes are permitted as outlined in Section 3.6.
5.2 Youth Council. The Board of Directors shall appoint persons, who do not have to be members of the Board of Directors, to serve on a committee of the Board of Directors to be known as the "Youth Council".
(a) Membership. Membership on the Youth Council shall include members of the Board of Directors with a special interest or expertise in youth policy; representatives of youth service agencies, including juvenile justice and local law enforcement agencies; representatives of local public housing authorities; parents of eligible youth seeking assistance under the Act; individuals or former participants, including representatives of youth-servicing organizations that have experience relating to these activities; and representatives of the job corps, as appropriate. The Board of Directors may appoint other individuals to serve as members of the Youth Council.
(b) Standing Committee. The Youth Council shall operate as a standing committee of the Board of Directors.
(c) Voting. Members of the Youth Council who are not members of the Board of Directors do not have voting rights on the Board of Directors, but shall be entitled to vote as members of the Youth Council as to matters delegated to the Youth Council.
(d) Quorum. A minimum of 25% of the Youth Council members in office shall be present at each meeting in order to constitute a quorum for the transaction of business.
(e) Functions of the Youth Council. The Youth Council shall perform the following functions:
(1) develop portions of the local plan relating to eligible youth;
(2) recommend eligible providers of youth activities to be considered for grants or contracts on a competitive basis;
(3) conduct oversight with respect to eligible providers of youth activities;
(4) coordinate youth activities that are authorized by the Act; and
(5) other duties determined to be appropriate by the Chairman.
5.3 Finance Committee. The Chairman of the Board of Directors shall appoint persons, who do not have to be members of the Board of Directors, to serve on a committee of the Board of Directors to be known as the "Finance Committee".
(a) Membership. Membership on the Finance Committee shall include members of the Board of Directors with a special interest or expertise in fiscal policy and practice. The Chairman of the Board of Directors may appoint other individuals to serve as members of the Finance Committee.
(b) Standing Committee. The Finance Committee shall operate as a standing committee of the Board of Directors.
(c) Voting. Members of the Finance Committee who are not members of the Board of Directors do not have voting rights on the Board of Directors, but shall be entitled to vote as members of the Finance Committee as to matters delegated to the Finance Committee.
(d) Quorum. A minimum of 50% of the Finance Committee members in office shall be present at each meeting in order to constitute a quorum for the transaction of business.
(e) Functions of the Finance Committee. The Finance Committee shall perform the following functions:
(1) assist with the fiduciary responsibility of the Board of Directors by reviewing financial reports, budgets, expenditures and internal controls;
(2) review annual audit;
(3) provide fiscal guidance to WIB staff; and
(4) other duties determined to be appropriate by the Chairman.
5.4 Local Management Committee. The Chairman of the Board of Directors shall appoint persons, who do not have to be members of the Board of Directors, to serve on a committee of the Board of Directors to be known as the Local Management Committee as defined by the Department of Public Welfare. The individuals appointed by the Board of Directors will serve as voting members of the Local Management Committee and will be comprised of the Lancaster County Assistance Office Executive Director or his/her designee who will represent the County Assistance Office, the local fiscal agent for Welfare funds, the Bureau of Workforce Development Partnership, a local education agency and a local economic development agency. Appointees may represent one or more of the required organizations. The Local Management Committee shall be represented on the Board of Directors by the Executive Director of the Lancaster County Assistance Office. In the event the position is vacant, the Department of Public Welfare may nominate an interim director to fill the Board of Directors vacancy.
(a) Membership. Additional non-voting members will be invited to participate on the Local Management Committee in an advisory capacity. Additional members will be selected by the Local Management Committee from community action organizations, refugee contractors, literacy service providers and others.
(b) Standing Committee. The Local Management Committee shall operate as a standing committee of the Board of Directors.
(c) Voting. Members of the Local Management Committee who are not members of the Board of Directors do not have voting rights on the Board of Directors, but shall be entitled to vote as members of the Local Management Committee as to matters delegated to the Local Management Committee.
(d) Functions of the Local Management Committee. The Local Management Committee shall perform the following functions:
(1) develop a written agreement among its members per the guidelines established by the Department of Public Welfare;
(2) recommend eligible providers of welfare activities to be considered for grants or contracts on a competitive basis;
(3) manage and direct the local operation of welfare-funded programs on the local level;
(4) coordinate welfare activities that are authorized by the Department of Public Welfare; and other duties determined to be appropriate by the Chair.
5.5 Other Committees. There shall be such other standing or temporary committees as the Board of Directors or the Chairman shall deem proper and expedient. The Chairman and membership of such committees shall be named by the Chairman of the Board of Directors. Such committees shall serve at the discretion of the Board of Directors and have such authority as is determined by the Board of Directors. Qualification for membership on any such committee shall be determined by the Board of Directors.
ARTICLE VI
Indemnification of Directors, Officers and Other
Authorized Representatives
6.1 Scope of Indemnification.
(a) The Corporation shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party or otherwise, by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except where such indemnification is expressly prohibited by applicable law; or, where the conduct of the indemnified representative has been finally determined:
(1) To constitute willful misconduct or recklessness within the meaning of Section 5746(b) of Title 15 of the Pennsylvania Statutes or any superseding provision of law sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or
(2) To be based upon or attributable to the receipt by the indemnified representative from the Corporation of a personal benefit to which the indemnified representative is not legally entitled; or
(3) To constitute liability pursuant to any criminal statute; or
(4) To constitute liability for the payment of taxes pursuant to Federal, State or local law; or
(5) To the extent such indemnification has been finally determined in a final adjudication pursuant to Section 6.6 to be otherwise unlawful.
(b) If an indemnified representative is entitled to indemnification in respect of a portion, but not all, of any liabilities to which such person may be subject, the Corporation shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.
(c) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the indemnified representative is not entitled to indemnification.
(d) For purpose of this Article:
(1) "indemnified capacity" means any and all past, present and future service by an indemnified representative in one or more capacities as a director, officer, or agent of the Corporation, or, at the request of the Corporation, as a director, officer, employee, agent or fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise;
(2) "indemnified representative" means any and all directors, officers and committee persons and any other person expressly designated as an indemnified representative by the Board of Directors of the Corporation (which may, but need not, include any person serving at the request of the Corporation, a director, officer, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);
(3) "liability" means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense of any nature (including, without limitation, attorneys' fees and disbursement); and
(4) "proceeding" means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Corporation or otherwise.
6.2 Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Article, the Corporation shall not indemnify under this Article an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims or affirmative defenses) or participated in as an intervener or amicus curiae by the person seeking indemnification unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors in office who were not parties to the action or proceeding. This Section 6.2 does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 6.6 or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Article.
6.3 Advancing Expenses. The Corporation shall pay the expenses (including attorneys fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 6.1 or 6.2 upon the receipt of an undertaking by or on behalf of the indemnified representative to repay such amount if it shall ultimately be determined pursuant to Section 6.6 that such person is not entitled to be indemnified by the Corporation pursuant to this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.
6.4 Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant as security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate.
Absent fraud, the determination of the Board of Directors with respect to such amounts, costs, terms and conditions shall be conclusive and shall not be subject to voidability.
6.5 Payment of Indemnification. An indemnified representative shall be entitled to indemnification within forty-five (45) days after a written request for indemnification has been delivered to the secretary of the Corporation.
6.6 Arbitration. Any dispute related to the right to indemnification or advancement of expenses as provided under this Article shall be decided only by arbitration in the metropolitan area in which the principal executive offices of the Corporation are located, in accordance with the commercial arbitration rules of the American Arbitration Association then in effect, before a panel of three (3) arbitrators, one of whom shall be selected by the Corporation, the second of whom shall be selected by the indemnified representative and the third of whom shall be selected by the other two (2) arbitrators. In the absence of the American Arbitration Association, or if for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, and one of the parties fails or refuses to select an arbitrator, or the arbitrators selected by the Corporation and the indemnified representative cannot agree on the selection of the third arbitrator within thirty (30) days after such time as the Corporation and the indemnified representative have each been notified of the selection of the other's arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the court of general jurisdiction in such metropolitan area. The party or parties challenging the right of an indemnified representative to the benefits of this Article shall have the burden of proof. The Corporation shall reimburse an indemnified representative for expenses (including attorneys' fees and disbursements) incurred in successfully prosecuting or defending such arbitration. Any award entered by the arbitrator shall be final, binding and non-appealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Corporation shall be entitled to interpose as a defense in any such judicial enforcement proceeding any prior final judicial determination adverse to the indemnified representative under Section 6.1(b) in a proceeding not directly involving indemnification under this Article. This arbitration provision shall be specifically enforceable.
6.7 Contribution. If the indemnification provided for in this Article or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Corporation shall contribute to the liabilities to which the indemnified representative may be subject in such proportion as is appropriate to reflect the intent of this Article or otherwise.
6.8 Discharge of Duty. An indemnified representative shall be deemed to have discharged such person's duty to the Corporation if he or she has relied in good faith on information, advice or an opinion, report or statement prepared by:
(a) One or more officers or employees of the Corporation whom the indemnified representative reasonably believes to be reliable and competent with respect to the matter presented;
(b) Legal counsel, public accountants or other persons as to matters that the indemnified representative reasonably believes are within the person's professional or expert competence; or
(c) A committee of the Board of Directors on which he or she does not serve as to matters within its area of designated authority, which committee he or she reasonably believes to merit confidence.
6.9 Mandatory Indemnification of Directors, Officers, Employees and Agents. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5741 or Section 5742 of Title 15 of the Pennsylvania Statutes or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by such person in connection therewith.
6.10 Contract Rights; Amendment or Repeal. All rights under this Article shall be deemed a contract between the Corporation and the indemnified representative pursuant to which the Corporation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.
6.11 Scope of Article. The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement, vote of members or disinterested directors or otherwise, both as to action in an official capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.
6.12 Reliance on Provisions. Each person who shall act as an indemnified representative of the Corporation shall be deemed to be doing so in reliance upon the rights provided by this Article.
6.13 Interpretation. The provisions of this Article are intended to constitute bylaws authorized by Sections 5741 through 5750 of Title 15 of the Pennsylvania Statutes.
ARTICLE VII
Miscellaneous
7.1 Corporate Seal. The Corporation shall have a corporate seal in the form of a circle containing the name of the Corporation, the year of the incorporation and such other details as may be approved by the Board of Directors.
7.2 Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board of Directors may from time to time designate.
7.3 Contracts. Except as otherwise provided in these bylaws, the Board of Directors may authorize any officer or officers, agent or agents, to negotiate and/or enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
7.4 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by two officers or employees as the Board of Directors shall from time to time determine.
7.5 Annual Report of Directors. The Board of Directors shall direct the Chairman and treasurer to present at the annual meeting of the Board of Directors a report, verified by the Chairman and treasurer or by a majority of the directors, that discusses the activities of the Corporation during the fiscal year then ended. The contents of the annual report shall be as required by Pennsylvania law or otherwise specified by the Board of Directors. The annual report shall be filed with the minutes of the annual meeting of the Board of Directors.
7.6 Amendment of Bylaws. These bylaws may be amended or repealed, or new bylaws may be adopted by the vote of the majority of the Board of Directors of the Corporation as provided in Section 2.11. Such proposed amendment, repeal or new bylaws, or a summary thereof, shall be set forth in any notice of such meeting, whether annual, regular or special. Members of the Corporation shall be given at least 10 days prior written notice of any meeting at which proposed changes to the Bylaws of the Corporation are to be considered or acted upon. Such written notice shall identify the specific sections of the Bylaws which are under consideration and the proposed changes thereto.
