CENTRAL PENNSYLVANIA I DAY, INC.
ARTICLE 1 OFFICES AND FISCAL YEAR
Section 1.01. Registered Office. The registered office of the corporation in the Commonwealth of Pennsylvania shall be at 920 Lewisberry Road, Lewisberry, PA 17339 until otherwise established by a vote of a majority of the Board of Directors in office (the "Board"), and a statement of such change is filed in the Department of State; or until changed by an appropriate amendment of the articles of the corporation.
Section 1.02. Other Offices. The corporation may also have offices at such other places within or without the United States of America as the Board may from time to time appoint or the business of the corporation requires.
Section 1.03. Fiscal Year. The fiscal year of the corporation shall begin on the first day of July in each year.
ARTICLE II BOARD OF DIRECTORS
Section 2.01. Powers. The Board shall have full power to conduct, manage, and direct the business and affairs of the corporation; and all powers of the corporation are hereby granted to and vested in the Board.
Section 2.02. Qualification and Selection. Each director of the corporation shall be a natural person of full age, but need not be a resident of Pennsylvania. Each person who agrees to be selected by the Board to become a director shall agree to commit the necessary time to participate in the various committees of the Board. In the case of vacancies, new directors shall be selected by the Board.
Section 2.03. Number and Term of Office. The Board shall consist of no less than nine but no more than thirty-five directors as may be determined from time to time by resolution of the Board. Each director shall hold office for one year and until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation, or removal. A person may serve as a director for more than one term of office.
Section 2.04. Organization. At every meeting of the Board, the Chair of the Board or, in the case of a vacancy in the office or absence of the Chair of the Board, one of the following officers present in the order stated: a Vice Chair of the Board, in order of rank and seniority or a member of the Executive Committee.
Section 2.05. Resignations. Any director of the corporation may resign at any time by giving written notice to the Chair or the Secretary of the corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 2.06. Vacancies. The Board may declare vacant the office of a director if he or she is declared of unsound mind by an order of court, or convicted of a felony, or for any other proper cause, or if within 60 days after notice of his or her selection, he or she does not accept such office either in writing or by attending a meeting of the Board.
Any vacancy or vacancies in the Board because of death, resignation, removal in any manner, disqualification, an increase in the number of directors, or any other cause, may be filled by a majority of the remaining members of the Board though less than a quorum, at any regular or special meeting; and each person so elected shall be a director to serve for the balance of the unexpired term.
Section 2.07. Place of Meeting. Meetings of the Board may be held at such place within or without Pennsylvania as the Board may from time to time appoint, or as may be designated in the notice of the meeting.
Section 2.08. Regular and Annual Meetings. Regular meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board. If the date fixed for any such regular meeting be a legal holiday under the laws of the Commonwealth of Pennsylvania, then the same shall be held on the next succeeding business day, not a Saturday, or at such other time as may be determined by resolution of the Board. At such meetings, the Board 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 by-laws. The Annual meeting shall be held in June of each year at which meeting persons shall be elected as directors and officers for the ensuing one year or until their successors shall have been elected and qualified or until their earlier death, resignation or removal.
Section 2.09. Special Meetings. Special meetings of the Board shall be held whenever called by the Chair or by one-third of the directors then in office. Notice of each such meeting shall be given to each director in writing at least fourteen days by postage pre-paid mail, facsimile transmission, e-mail or other electronic communication to his or her postal address, facsimile number or address for e-mail or other electronic communications. Notice pursuant to this Section 2.09 shall be deemed to have been given to the person entitled thereto when sent. Notice of any meeting of the Board during any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster shall be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio. To the extent required to constitute a quorum at any meeting of the Board during such an emergency, the officers of the corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, director for such meeting.
Section 2.10. Quorum, Manner of Acting, and Adjournment. Except as otherwise provided in Section 2.09 of this Article, five directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote. Except as otherwise specified in the articles or these by-laws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. 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 Board 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.
Section 2.11. Executive and Other Committees. The Board created an Executive Committee by a resolution adopted by a majority of the directors in office. The Executive Committee consists of two or more directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member, and the alternate or alternates, if any, designated for such member, or any committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.
Each committee of the Board shall serve at the pleasure of the Board.
The Executive Committee shall consist of the Chair, Vice Chair(s) if any, the Secretary and the Treasurer. The Executive Committee shall have and exercise all of the powers and authority of the Board in the management of the business and affairs of the corporation, except that the Executive Committee shall not have any power or authority as to the following:
No committee of the Board other than the Executive Committee, shall, pursuant to resolution of the Board or otherwise, exercise any of the powers or authority vested by these bylaws or the Nonprofit Corporation Law of 1988 in the Board as such, but any other committee of the Board may make recommendations to the Board or Executive Committee concerning the exercise of such powers and authority.
The establishment of any committee of the Board and the delegation thereto of power and authority shall not alone relieve any director of his fiduciary duty to the corporation.
A majority of the directors in office designated to a committee, or directors designated to replace them as provided in this section, shall be present at each meeting to constitute a quorum for the transaction of business and the acts of a majority of the directors in office designated to a committee or their replacements shall be the acts of the committee.
Each committee shall keep regular minutes of its proceedings and report such proceedings periodically to the Board.
The notice provisions in Sections 2.08 and 2.09, and the manner of acting and adjournment provisions in Section 2.10 shall be applicable to committees of the Board.
Section 2.12. Interested Directors or Officers; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void solely for such reason, or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if:
Section 2.13. No Fees and Expense Reimbursement. No director shall be paid any fee for any meeting of the Board or committee of directors which he or she shall attend, but shall be reimbursed for documented expenses incurred in activities on behalf of the corporation. Such expenses shall be approved by the Executive Committee prior to payment.
ARTICLE III NOTICE—WAIVERS—MEETINGS
Section 3.01. Notice. What Constitutes. Whenever written notice is required to be given to any person under the provisions of the articles, these by-laws, or the Nonprofit Corporation Law of 1988, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by facsimile transmission, e-mail or other electronic communication to his or her address for mail, e-mail or other electronic communications supplied by him or her to the corporation for the purpose of notice. If the notice is sent by mail or by facsimile, e-mail or other electronic communication, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or sent for transmission to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by law or these by-laws.
When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
Section 3.02. Waivers of Notice. Whenever any written notice is required to be given under the provisions of the articles, these by-laws, or the Nonprofit Corporation Law of 1988, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by Section
Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 3.03. Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in n written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as does not enlarge its original purpose.
Section 3.04. Exception to Requirement of Notice. Wherever any notice or
communication is required to be given to any person under the provisions of the articles or these By-laws, or the Nonprofit Corporation Law of 1988, or by the terns 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.
Section 3.05. Conference Telephone Meetings. One or more persons may participate in a meeting of the Board or of 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 in person at such meeting.
ARTICLE IV OFFICERS
Section 4.01. Number, Qualifications and Designation. The officers of the corporation shall be a Chair, one or more Vice-Chairs (if any), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 4.03 of this Article. Any number of offices may he held by the same person. Officers shall be directors of the corporation. The Chair, Vice-Chairs, Treasurer and secretary shall be natural persons of full age. The Board may elect from among the members of the Board a Chair of the Board, one or more Vice Chairs of the Board, a Secretary and a Treasurer who shall be officers of the corporation.
Section 4.02. Election and Term of Office. The officers of the corporation, except those elected by delegated authority pursuant to Section 4.03 of this Article, shall be elected annually by the Board, and each such officer shall hold his or her office until the next annual organization meeting of the Board and until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation, or removal.
Section 4.03. Subordinate Officers, Committees and Agents. The Board may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these by-laws, or as the Board may from time to time determine. The Board may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
Section 4.04. Resignations. Any officer or agent may resign at any time by giving written notice to the Chair of the Board, the Treasurer or the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.05. Removal. Any officer, committee, employee or other agent of the corporation may be removed, either for or without cause, by the Board or other authority which elected, retained or appointed such offices, committee or other agent whenever in the judgment of such authority the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
Section 4.06. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board by the officer or committee to which the power to fill such office has been delegated pursuant to Section 4.03 of this Article, as the case may be, and if the office is one for which these by-laws prescribe a term, shall be filled for the unexpired portion of the term.
Section 4.07. General Powers. All officers of the corporation, as between themselves and the corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation as may be determined by resolutions or orders of the Board, or, in the absence of controlling provisions in resolutions or orders of the Board, as may be provided in these by-laws.
Section 4.08. The Chair of the Board. The Chair of the Board shall preside at all meetings of the members of the Board; shall execute all contracts on behalf of the corporation; shall have general supervisory authority over the operations of the corporation; and, shall be deemed and function as the chief executive officer; and shall perform such other duties as may I from time to time be requested of him or her by the Board.
Section 4.09. The Vice Chairs. The Vice Chairs (if any) shall chair committees on special subjects. The Senior Vice Chair shall perform all duties of the Chair in his or her absence. If the Senior Vice Chair is unable to perform his or her duties, them one of the other Vice Chairs so designated, shall do so. The Vice Chairs shall perform such other duties as may from time to time be assigned to them by the Board or the Chair.
Section 4.10. The Secretary. The secretary or an assistant secretary shall attend all meetings of the Board and shall record all the votes of the directors and the minutes of the meetings of the Board and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned to him or her by the Board or the Chair.
Section 4.11. The Treasurer. The Treasurer or an Assistant Treasurer shall have or provide for the custody of the funds or other property of the corporation and shall keep a separate bank account of the same to his or her credit as Treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his custody as Treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, whenever so required by the Board, render an account showing his or her transactions as Treasurer, and the financia1 condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned to him or her by the Board or the Chair.
Section 4.12. Officer Bonds. The Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall require. Section 4.13.
Salaries. Any salaries of the officers elected by the Board shall he fixed from time to time by the Board by resolution of the Board. No officer shall be prevented from receiving any salary or other compensation by reason of the fact that he or she is also a director of the corporation.
LIMITATION OF PERSONAL LIABILITY OF DIRECTORS; INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES
Section 5.01 . Limitation of Personal Liability of Directors. A director of the corporation shall not he personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
The provisions of this Section shall not apply to (a) the responsibility or liability of a director pursuant to any criminal statute; or (b) the liability of a director for the payment of taxes, pursuant to local, state or federal law.
Section 5.02. Standard of Care and Justifiable Reliance.
A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
Section 5.03. Indemnification in Third Party Proceedings. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he or she acted in good faith and in a manner 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 no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or 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 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.
Section 5.04. Indemnification in Derivative Actions. 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 by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney's fees) actually and reasonably incurred 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 and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the Court of Common Pleas of Cumberland County or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper.
Section 5.05. Mandatory Indemnification. Notwithstanding any contrary provision of the articles of incorporation or these by-laws, to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 5.03 or Section 5.04 above, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
Section 5.06. Determination of Entitlement to indemnification. Unless ordered by a court, my indemnification under this Article shall be made by the corporation only as authorized in the specific case upon determination that indemnification of the representative is groper in the circumstances because he or she has met the applicable standard of conduct set forth in this Article. Such determination shall be made:
Section 5.07. Advancing Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he or she is entitled to he indemnified by the corporation as authorized under this Article.
Section 5.08. Indemnification of Former Representatives. Each such indemnity may continue as to a person who has ceased to be a representative of the corporation and may inure td the benefit of the heirs, executors and administrators of such person.
Section 5.09. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of 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 such person and incurred by such person in my capacity or arising out of such person's status as such, whether or not the corporation would otherwise have the power to indemnify such person against such liability.
Section 5.10. Reliance on Provisions. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
ARTICLE VI MISCELLANEOUS
Section 6.01. Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board may from time to time designate.
Section 6.02. Contracts. Except as otherwise provided in these by-laws, the Board may authorize any offices or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 6.03. 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 depositaries as the Board may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board shall from time to time determine.
Section 6.04. Annual Report of the Board. The Board shall direct the Chair of the Board and Treasurer to present at the annual meeting of the Board to be held in June of each year a report, verified by the Chair of the Board and Treasurer, showing in appropriate detail the following:
The annual report of the Board shall be filed with the minutes of the annual meeting of the Board.
Section 6.05. Amendment of by-laws. These by-laws may be amended or repealed, or new by-laws may be adopted, by the affirmative votes of two-thirds of the directors of the Board of the
corporation in office at two consecutive regular or special meetings. Such proposed amendment, repeal or new by-laws, or a summary thereof, shall be set forth in any notice of such meeting, whether regular or special.