[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.
A.
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.
B.
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.
A.
Election of officers shall be held at the regular
April meeting of the organization in the even-numbered years, commencing
in April 1994.
B.
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.
(1)
The President shall appoint three tellers to
distribute ballots for election of President, to collect such ballots,
and to tabulate such ballots.
(2)
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.
(3)
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.
C.
The President shall follow the same procedure for
each of the other officers: Vice President, Secretary and Treasurer.
D.
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.
E.
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.
F.
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.
G.
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.
A.
The Advisory Committee shall be composed of the officers
and the following committee heads: Trips, Members, Entertainment/Program,
Dues, Sick Call and Phone Committees.
B.
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.
C.
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.
A.
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.
B.
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.
C.
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.
D.
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.
E.
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.
F.
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.
A.
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.
B.
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.
C.
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.
A.
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.
B.
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.
C.
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.
A.
Agenda. The agenda for any meeting shall be:
(1)
The President shall call the meeting to order.
(2)
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.
(3)
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.
(4)
The Membership Committee head shall report on
the number of members in the organization, any new members, and the
number present at the meeting.
(5)
The Trips Committee head shall report on any
upcoming trips being planned, solicit ideas for proposed trips, and
report on trips recently completed.
(6)
The President and membership shall recognize
any person having a birthday during the month.
(7)
The President shall ask for reports from any
of the other committees: Entertainment/Program, Dues, Sick Call and
Phone Committee.
(8)
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.
(9)
When appropriate, either before or after the
business portion of the meeting, the program shall be presented.
(10)
The President shall, upon a request of the membership,
declare the meeting adjourned.
B.
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.
