[HISTORY: Adopted by the Board of Commissioners of the Township of South Fayette 10-17-2005 by Ord. No. 12-2005. Amendments noted where applicable.]
The name of this corporation shall be the "South Fayette Area Senior Citizens Association, Inc.," as shall be referred to hereinafter as the "Association."
The purpose of the Association shall be to attend to some of the social and recreational needs of its members and contribute to their happiness and usefulness in longer living.
The Association is organized in the Commonwealth of Pennsylvania as a nonprofit corporation under the provisions of the Nonprofit Corporation Law of 1988, on a non-stock basis.
The address for the Association shall be c/o South Fayette Township, 515 Millers Run Road, Morgan, PA 15064.
The organization shall hold regular meetings on the third Monday of every month at 1:00 p.m. in the South Fayette Township Municipal Building, or in such other locations as may be designated by the Advisory Committee. In the event the group does not have a meeting, the regular meeting will be moved to the next scheduled regular meeting of the following month.
Twenty-five members shall constitute a quorum at any meeting of the Association.
Members shall vote only in person and must be present at the meeting to vote. Each member shall have one vote and must be a member in good standing and have his/her dues paid in the Association for the current year.
All meetings of the organization shall be conducted in accordance with Robert's Rules of Order.
To be eligible for membership, a person must be 55 years of age and reside in or in the area surrounding South Fayette Township. Membership cannot be restricted on the basis of race, sex, religion, nationality, handicap or creed.
In those instances where one spouse is eligible due to age and the other is not, both shall be permitted to enter into membership.
[Amended 2-16-2009 by Ord. No. 2-2009]
Any person meeting the above requirements shall be eligible for membership at any time during the calendar year. Payment of dues is required at the time of joining. Dues shall be $5 (or an amount to be set by the Board) annually and shall be payable prior to the March meeting of each year.
Any member may be disciplined for conduct detrimental to the Association which includes, but is not limited to: failure to pay dues timely; willful violation of a Board directive; and misconduct and/or disruption at Association meetings. Any issue related to the conduct of a member which could possibly result in disciplinary action must be presented to the Membership Committee for review and recommendation prior to any action by the Association. Once the Membership Committee has had an opportunity to review the member's and/or members' conduct, it shall provide a written report along with recommendations to the Association for action to be taken at the next regularly scheduled Association meeting. The Association may impose disciplinary action upon a member only after a vote of the majority of the Association's membership.
The management and control of the Association to conduct routine business shall be and it is hereby vested in the Officers with the advice of the Advisory Committee. The Officers shall be: a President, Vice President, Secretary and Treasurer.
To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on the date of the adoption of these bylaws, or as such laws are thereafter amended, permit elimination or limitation of the liability of officers and members of the Advisory Committee (otherwise known as Directors), no officer or member of the Advisory Committee of the Association shall be personally liable as such for monetary damages for any action taken, or any failure to take any action, as an officer or member of the Advisory Committee. Any amendment or repeal of this Section or adoption of any other provision of these bylaws or the Association's Articles of Incorporation which has the effect of increasing officer or Advisory Committee member liability shall operate prospectively only and shall not have any effect with respect to any action taken, or failure to act, prior to the adoption of such amendment, repeal or other provision.
The President shall be the executive officer of the Association and the head of the Advisory Committee and shall perform the duties ordinarily pertaining to such office and shall have such other powers and perform other duties as may be prescribed by the membership. The President shall preside at all meetings of the Association, shall have the right to vote on all elections of officers and, when the members are equally divided on other questions, shall have the deciding vote. The President shall appoint all committee heads not otherwise provided for herein, subject to the approval of the membership, and shall be a member of all committees with voting privileges, except for the Audit Committee.
The Vice President shall assist the President and shall have the power to perform the duties of the President in the absence or disability of the President. He/she may perform other duties as assigned this office by the President.
The Secretary shall keep a record and preserve the minutes of the meetings and shall have the custody of the official records and shall perform such duties as may be designated by the President.
The Treasurer shall have the custody of the funds of the Association, shall disburse the same as directed by the members, shall at each meeting file a report showing receipts and disbursements for the past fiscal year, and shall deposit all monies in the designated bank account. The Treasurer shall recommend to the membership investment accounts for their funds and shall take such actions as the membership directs regarding investment (bank) accounts. All checks of the organization shall be signed by the Treasurer and the President. The Treasurer shall not issue any checks payable to "cash," and shall only disburse funds upon receipt of a bill for goods or services, or other evidence of payment made or to be made.
[Amended 2-16-2009 by Ord. No. 2-2009]
Any member who has been a member of the Association for at least three months prior to the election and is in good standing with the Association may serve as an officer of the Association.
Election of officers shall be held at the regular April meeting of the organization in the even-numbered years, commencing in April 1994.
At the meeting at which the election of officers shall be held, the president shall first accept nominations for the office of President, and, after the close of nominations, shall list the names of persons nominated for President and, if possible, provide a visual list of all persons nominated for each office.
The President shall appoint three tellers to distribute ballots for election of President, to collect such ballots, and to tabulate such ballots.
All members in good standing shall be entitled to vote for President. The person receiving the most votes shall be the new President of the Association.
After the tabulation of ballots, the tellers shall certify the results to the President, who shall announce the new President and introduce him or her to the membership.
The President shall follow the same procedure for each of the other officers: Vice President, Secretary and Treasurer.
No officer (person) may serve as more than one officer at any given time, but nothing shall prevent a person nominated for one office and not being elected to that office from being nominated and elected to another office.
Officers shall be installed at the meeting of the Association in May after the election of officers and shall serve for a period of two years, or until their earlier death, resignation or removal from office.
Any officer may be removed from office upon the vote of a majority of the membership for inattention to duty or conduct unbecoming an officer, or upon his or her failure to attend three consecutive meetings of the Association without good excuse, as determined by the Advisory Committee. An officer may resign from such position by writing a letter of resignation and delivering the same to the President in person or by first class mail.
Prior to any election, the Membership Chairperson shall certify to the election tellers those members in good standing entitled to vote at the election.
If a vacancy shall occur in the office of President, the Vice President shall serve as President for the remainder of the term. If a vacancy shall occur in any other office, or in the position of auditor, an election shall be held at the next regular meeting of the Association in the manner above prescribed. The person so elected shall serve the remainder of the term for that office.
No person who is an officer or member of the Advisory Committee may also serve on the Audit Committee at the same time. No officer may serve in more than one office at the same time.
The Advisory Committee shall be composed of the officers and the following committee heads: Trips, Members, Entertainment/Program, Dues, Sick Call and Phone Committees.
The Advisory Committee shall serve as an advisor to the President on all matters to come before the membership. The Advisory Committee shall meet 1/2 hour before any regular meeting of the organization, and at other times on the request of the President.
The Advisory Committee shall periodically review the need for the Association to obtain insurances, including but not limited to a general liability policy and/or an errors and omissions policy for the Association's officers and the members of the Advisory Committee.
No officer or member of the Advisory Committee shall receive any salary for his or her services as such Director or officer.
The President shall name the chairpersons of the standing committees, subject to the approval of the membership. The committee heads shall solicit members from the general membership. All members shall be given equal opportunity to serve on committees. The committees shall carry out work as designated by the President and provided in these bylaws. Each committee may at any time be enlarged by the President.
Trips. The Chairperson of the Trips Committee shall report to the membership on various day and longer trips in which the membership may wish to participate and shall make arrangements for such trips as appropriate.
Membership. It shall be the duty of the Chairperson of the Membership Committee to maintain a membership ledger of all active members of the organization, to seek additional members for the organization, and to assist the Secretary and Treasurer in matters related to membership. Prior to any election, the Membership Chairperson shall certify to the election tellers those members in good standing entitled to vote at the election.
Entertainment/programs. The Chairperson of the Entertainment/Programs Committee shall be responsible for planning and assisting in planning entertainment and programs for the regular meetings of the membership.
Dues. The Chairperson of the Dues Committee shall be responsible for collecting the dues from all active members and remitting the same to the Treasurer and keeping accurate records of all dues received and transmitted.
Sick call. The Chairperson of the Sick Call Committee shall be responsible for being aware of any illnesses or injuries of members and mailing cards to members acknowledging the concern of the organization.
Phones. The Chairperson of the Phones Committee shall be responsible for maintaining a network of contact persons to provide phone reminders to all members of meetings of the organization. No call captain on the Phone Committee shall be assigned more than 15 names of members to contact before a meeting.
In addition to the standing committees, the organization shall have an Audit Committee, a Bylaws Committee, a Publicity Committee and such other committees as shall be determined by the Advisory Committee.
Audit committee. The Audit Committee shall consist of three members who shall be elected by the membership for a term of two years. The election for the members of the Audit Committee shall occur in April of the odd-numbered years. The Audit Committee shall audit the books of the organization annually within 90 days of the close of the fiscal year and shall be provided with access to all financial books and records of the organization, including all bank statements, which reflect the investment or use of organization funds. The Audit Committee shall submit a written report to the membership upon completion of the audit of the books and records of the organization. The Audit Committee shall also have the right, but not the obligation, to recommend an independent audit to the organization. If the organization decides to retain an independent auditor, his/her work shall be overseen by the Audit Committee.
Bylaws. The Bylaws Committee shall perform an annual review of the bylaws and shall recommend changes to the membership for consideration. The Bylaws Committee shall also serve as advisor to the President on "point of order" questions relative to the actions of the organization.
Publicity. The Publicity Committee shall inform the media of all regular and special meetings of the organization and provide publicity of organizational trips and other special events in a manner which will bring positive attention to the organization and encourage a growth of membership.
All actions of the organization shall be approved by majority vote of those members of the organization present in person at the meeting at which the vote will be taken. Unless requested by a majority of the membership present at said meeting, for all actions other than the election of officers, voting shall be by "aye" or "nay."
In the event that an action of the organization shall be required between regular meetings of the organization, the Advisory Committee shall meet to determine the course of action to be taken by the organization, and the decision of the Advisory Committee shall be reported to the organization at its next regular meeting.
Each 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, including actions by or in the right of the Association, by reason of the fact that he or she is or was an officer and/or member of the Advisory Committee of the Association shall be indemnified by the Association against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by or imposed upon him or her in connection with such action, suit, or proceeding; provided, however, that the Association shall not indemnify any such person 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 and, with respect to any criminal action or proceeding, unless such person 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 is not entitled to indemnification under this section, or with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
To the extent that an officer and/or member of the Advisory Committee of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in § A251-28, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by or imposed upon him or her in connection therewith. The determination of what expenses are actually and reasonably incurred shall be made by the members, but in the event of disagreement, the person making the request may apply to the Court of Common Pleas of the county in which the registered office of the Association is located or the court in which such action or suit was brought for such determination.
In situations where a court has not made a determination that the act or failure to act giving rise to a claim for indemnification constituted willful misconduct or recklessness, any indemnification under § A251-28 (unless ordered by a court) shall be made by the Association only as authorized in the specific case, upon a determination that the act or failure to act of the officer and/or member of the Advisory Committee did not constitute willfiil misconduct or recklessness. Such determination shall be made by the members.
Expenses incurred by or imposed upon an officer and/or member of the Advisory Committee in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of any undertaking by or on behalf of such officer and/or member of the Advisory Committee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Association as authorized in § A251-28.
No amendment or repeal of this chapter shall adversely affect any right or protection extended to an officer and/or member of the Advisory Committee hereunder for an act or failure to act occurring prior to the time of such amendment or repeal. Each officer and/or member of the Advisory Committee shall be deemed to act in such capacity in reliance upon the rights of indemnification and advancement of expenses hereunder. The rights to indemnification and advancement of expenses hereunder shall continue as to a person who has ceased to be an officer and/or member of the Advisory Committee and shall inure to the benefit of the heirs, executors and administrators of such person.
The Association 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 manner its indemnification obligations, whether arising hereunder or otherwise. The Association may purchase and maintain insurance on behalf of any person who is or was an officer and/or member of the Advisory Committee of the Association against any liability asserted against him or her and incurred by or imposed upon him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions of this chapter or otherwise, upon such terms and conditions as the Association may deem requisite, including a requirement that any such person must contribute a portion or all of the cost of maintaining such insurance.
The provisions of this chapter (see § A251-28) shall be effective for any act or omission of an officer and/or member of the Advisory Committee.
Except for responsibility or liability of an officer and/or member of the Advisory Committee pursuant to any criminal statute or for payment of taxes pursuant to local, state or federal law, a member of the Advisory Committee and/or an officer of the Association shall not be personally liable for monetary damages for any action taken or any failure to take any action unless: a) such person has breached or failed to perform his or her fiduciary duties; and b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Officers and members of the Advisory Committee of the Association shall stand in a fiduciary relation to the Association. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as an officer and/or member of the Advisory Committee or any failure to take any action shall be presumed to be in the best interest of the Association.
No contract or transaction between the Association and one or more of its officers and/or members of the Advisory Committee or between the Association and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are officers and/or members of the Advisory Committee or has or have a financial interest, shall be void or voidable solely for such reason, or solely because the officer and/or member of the Advisory Committee is present at or participates in the meeting of the members which authorized the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: a) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the members and the members in good faith authorize the contract or transaction by the affirmative vote of a majority of the members; or b) the contract or transaction is fair as to the Association as of the time it is authorized, approved or ratified by the members. Common or interested officers and members of the Advisory Committee may be counted in determining the presence of a quorum at a meeting of the members which authorizes a contract or transaction specified above.
The term of the Association shall be perpetual until dissolved in accordance with these bylaws.
In the event it shall be deemed advisable and for the benefit of the members that the Association should be dissolved, the procedures concerning dissolution set forth in the Pennsylvania Nonprofit Corporation Law of 1988, or its successor, shall be followed.
In the event of dissolution, the assets, including any surplus of the Association after payment of all debts, including mortgages and other encumbrances, shall be distributed equally among the members.
These bylaws may be amended by a majority vote of the membership of the Association present in person at a meeting when the vote shall be taken; provided, however, that any proposed change to the bylaws shall have either been proposed by the Bylaws Committee or submitted to the Bylaws Committee for its recommendation, and further provided that no vote on an amendment to the bylaws may be taken until the proposed change shall have been announced at two consecutive meetings of the Association.
Agenda. The agenda for any meeting shall be:
The President shall call the meeting to order.
The Secretary shall read the minutes of the last meeting. Upon completion of the reading of the minutes, the President shall call for corrections. If there are corrections, they shall be noted unless there is a dispute as to the correction. If there are no corrections, or if all corrections are noted without dispute, the President shall declare the minutes approved.
The Treasurer shall report to the membership on the income and liabilities of the organization. Upon the conclusion of the Treasurer's report, the President shall ask for questions. Upon completion of all questions, the President shall declare the Treasurer's report received until audit.
The Membership Committee head shall report on the number of members in the organization, any new members, and the number present at the meeting.
The Trips Committee head shall report on any upcoming trips being planned, solicit ideas for proposed trips, and report on trips recently completed.
The President and membership shall recognize any person having a birthday during the month.
The President shall ask for reports from any of the other committees: Entertainment/Program, Dues, Sick Call and Phone Committee.
The President shall ask for any information for the good and welfare of the group and all new business to be considered by the group. Any business requiring action of the membership shall be discussed and put to a vote.
When appropriate, either before or after the business portion of the meeting, the program shall be presented.
The President shall, upon a request of the membership, declare the meeting adjourned.
Word usage. Singular, plural; masculine, feminine. Whenever used herein, the singular shall include the plural, the plural the singular and the use of any gender shall be applicable to all genders.