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ACADEMY OF COGNITIVE THERAPY
INCORPORATED UNDER THE LAWS
COMMONWEALTH OF PENNSYLVANIA
ACADEMY OF COGNITIVE THERAPY
ARTICLE I GENERAL
1.1 Name. The name of the Organization is “Academy of Cognitive Therapy” (the “Organization”).
1.2 State of Incorporation. The Organization is a Pennsylvania nonprofit corporation, organized under the Pennsylvania Nonprofit Corporation Law of 1988 (the “Act”).
1.3 Registered Office. The registered office of the Organization in Pennsylvania shall be at the place designated in the Articles of Incorporation, or at such place within the Commonwealth of Pennsylvania as the Board of Directors may determine. Before the change of location becomes effective, the Organization shall either amend its Articles of Incorporation to reflect the change in location, or shall file in the Pennsylvania Department of State a statement of change of registered office.
1.4 Other Offices. The Organization may also have offices at such other places within and without the Commonwealth of Pennsylvania as the Board of Directors may from time to time determine, or as the activities of the Organization may require.
1.5 Corporate Seal. The Organization shall not use a corporate seal and all documents, instruments, and agreements executed and delivered by the Organization shall have the same efficacy as if a corporate seal had been affixed thereto.
1.6 Purposes. The purposes of the Organization are as provided in the Articles of Incorporation. No substantial part of the activities of the organization shall be utilized for the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
1.7 Nondiscrimination. It is the Corporation’s fundamental policy that discrimination on the basis of race, color, religion, national origin, ancestry, mental or physical disability, gender, gender identity, sexual orientation, or age is strictly prohibited in the terms, conditions and privileges of employment and affiliation in the Corporation, and in the administration, and implementation and utilization of programs and services.
ARTICLE II MEMBERSHIP
2.1 Classes. The Organization may create classes of “membership,” such as contributing members or honorary members, as the Directors see fit, but such persons shall not have the rights of members under the Act and have no voting privileges. Membership shall be conferred upon application and on compliance with the standards and requirements established by the Organization.
2.2 Ethical Principles. Members of the Organization are bound by the ethical guidelines and standards of conduct of the primary professional practice organization of his or her discipline. These various standards of ethical conduct, together with a standard of complete veracity, cooperation, and transparency with the Academy’s Board of Directors and Ethics Committee, comprise the general ethical standards of the Academy of Cognitive Therapy. The Ethics Committee of the Academy is empowered to investigate allegations of ethical violations, review and interpret any applicable ethical standards, and recommend:
1) Instruction of specific corrective action or actions on the part of the alleged violator;
2) Suspension of Academy credentialing and membership;
3) Revocation of Academy credentialing and membership; and if the Committee deems it warranted,
4) Referral of suspected ethical violations to outside enforcement agencies.
Both Instruction for corrective action and Suspension of credentialing and membership require a majority recommendation of the Ethics Committee and a majority vote of the Executive Committee. Both Revocation and Referral to outside enforcement agencies require a majority opinion of the Ethics Committee and a majority vote of the entire Board of Directors.
Members who lose their professional status for any reason, including misconduct and a subsequent disciplinary action, are required to advise the Organization of this change of status. Any failure to notify the ACT office of any lapse in licensure or disciplinary action of any type (e.g. suspension, revocation, etc. from any professional organization) will be considered grounds for referral to the Board of Directors and the Ethics Committee for possible further action. Any lack of transparency or veracity in communicating with the Ethics Committee or the Board of Directors will be considered grounds for revocation of ACT credentials and membership.
ARTICLE III BOARD OF DIRECTORS
3.1 General Powers; Duties. The business and affairs of the Organization shall be managed by a Board of Directors and all powers to act for the Organization are hereby granted to and vested in the Board of Directors, except as otherwise provided in these Bylaws, the Articles of Incorporation, or by the Act. Unless provided otherwise in these Bylaws or by the Act, each Director shall have one only vote, regardless of any officer position that he or she may hold. The Directors shall exercise due diligence consistent with a duty of care that requires them to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they believe is in the best interests of the Organization. Directors shall also exercise their duty of loyalty with respect to the Organization in accordance with the Organization’s Conflict of Interest Policy.
3.2 Number. The Board of Directors shall consist of not less than three (3) nor more than fifteen (15) Directors who shall be natural persons of full age (collectively, the “Board,” “Board of Directors,” or “Directors,” and individually, a “Director”). The number of Directors may be increased or decreased from time to time by a vote of a majority of the Directors then in office. At least one Director of the Board shall be an individual who does not maintain membership status with the Organization and shall be designated as a “Lay Director” to represent the direct and indirect interests of consumers.[B1] In addition, the Honorary President of the Organization shall be an ex officio member of the Board.
3.3 Qualifications. Directors must have an ability to participate effectively in fulfilling the responsibilities of the Board of Directors. With the exception of any Lay Director, Directors must be certified through the Academy of Cognitive Therapy. To the extent possible, the Board shall be from a diverse background. Directors need not be residents of the Commonwealth of Pennsylvania.
3.4 Election. The Directors shall be elected by a vote of the majority of the Directors then in office at the annual meeting of the Directors, or as needed in the case of vacancies. The chair of the meeting shall announce at the meeting of the Board the number of Directors to be elected at the meeting, shall state that the nominations process is open, and shall call for nominations. Any Director who is present at the meeting and entitled to vote may make nominations. Nominations need not be seconded. After nominations have been made, the chair of the meeting shall, on motion, declare the nominations closed, and thereafter no further nominations may be made. After the nominations have been closed, the Directors shall cast their votes, which shall be recorded by the Secretary. Each Director may nominate and/or vote for himself or herself as a successor Director.
3.5 Term of Office. Each Director shall be elected for a term of two years and shall hold office until (a) the later of the expiration of the term for which he or she was elected or his or her successor has been elected and qualified, or (b) his or her earlier death, resignation, or removal. There is no limit on the number of terms that a Director may be eligible to serve, however a Director may serve no more than three successive terms.
3.6 Resignation of Directors. A Director may resign at any time by giving written notice to the President or to the Secretary of the Organization. The resignation shall be effective upon receipt by the President or Secretary or at such subsequent time as may be specified in the notice of resignation.
3.7 Removal of Directors. Any Director may be removed from the Board, without assigning any cause, by a majority vote of the remaining Directors, even if less than a quorum, at any meeting of the Board, provided that written notice of the intention to consider removal of such Director has been provided to the entire Board at least five (5) days in advance of such meeting. No formal hearing procedure need be followed in order to remove a Director. If any Director is removed, the resulting vacancy may be filled by the Board at the same meeting.
3.8 Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the authorized number of Directors, shall be filled by election by the remaining Directors, even if the number remaining on the Board is less than a quorum. Any Director so elected shall serve for the balance of the term to which he or she is elected.
3.9 Annual Meeting. An annual meeting of the Board of Directors shall be held each year in November, to review operations during the immediately preceding year, elect Directors if necessary, elect officers, and transact such other business as may properly be brought before the meeting. The Directors may resolve to convene this meeting on another date during the year, provided that proper notice is given.
3.10 Regular Meetings. Regular meetings of the Board of Directors may be held at such times as the Board may by resolution determine. If any day fixed for a regular meeting shall be a legal holiday, then the meeting shall be held at the same hour and place on the next succeeding business day, or at such other time as may be determined by resolution of the Directors.
3.11 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President, or upon the written request of at least one-third of the Directors delivered to the Secretary. Any such request by the Directors shall state the time and place of the proposed meeting, and upon receipt of such request it shall be the duty of the Secretary to issue the call for such meeting promptly. If the Secretary shall neglect to issue such call, the Directors making the request may issue the call.
3.12 Place of Meetings. The meetings of the Board of Directors may be held at such place within the Commonwealth of Pennsylvania or elsewhere as a majority of the Directors may from time to time by resolution determine, or as may be designated in the notice or waiver of notice of a particular meeting. In the absence of specification, such meetings shall be held at the registered office of the Organization. Directors may attend meetings via teleconferencing.
3.13 Quorum; Corporate Action. At all meetings of the Board, a majority of the total number of the Directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present (including participants by telephone or similar communication as provided in Section 12.2 of these Bylaws) at a meeting at which a quorum is present shall be the acts of the Board of Directors, unless a higher threshold is specifically required by the Act, by the Articles of Incorporation, or by these Bylaws.
3.14 Adjournment. If a quorum is not present at any meeting of the Board of Directors, or for any other reason, the Directors present at the meeting may adjourn the meeting; no other notice is required to adjourn the meeting. Once an adjourned meeting is resumed, any business may be transacted that could have been transacted at the meeting originally called.
3.15 Liability. To the fullest extent permitted by Pennsylvania law, now in effect and as may be amended from time to time, a Director shall not be personally liable for monetary damages for any action taken or any failure to take any action unless:
(a) the Director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 57 of the Act; and
(b) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
As expressed in Section 5713(b) of the Act, this Section 3.15 shall not provide liability protection to any Director with regard to his or her violations of any criminal statute, or his or her failure to make payment of taxes pursuant to federal, state, or local law. Any repeal or amendment of this Section 3.15 shall be prospective only and shall not increase, but may decrease, a Director’s liability with respect to actions or failures to act occurring prior to such change.
3.16 Compensation of Directors. No Director shall be compensated for services unless so authorized by a duly adopted resolution of the Board of Directors, requiring that: (a) such Director may only receive reasonable compensation for services rendered for the Organization in carrying out its exempt purposes as established by the Board of Directors; and (b) such compensation is (i) consistent with the Organization’s financial policies, (ii) does not adversely affect the Organization’s qualification as an organization exempt under Section 501(a) and described under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) or give rise to intermediate sanctions under the Code, and (iii) shall be set by a committee composed of persons who have no financial interest in such determination. As provided in Section 12.1 of these Bylaws, Directors may be reimbursed for reasonable expenses they incur to attend Board and Committee meetings, and to perform their other duties as Board members.
3.17 Reimbursement of Expenses. As provided in Section 12.1 of these Bylaws, Directors may be reimbursed for reasonable expenses they incur to attend Board and Committee meetings, and to perform their other duties as Board members.
3.18 Loans to Directors. No loans shall be made by the Organization to any of its Directors.
3.19 Executive Committee. The Executive Committee shall be comprised of the officers of the Organization. The Executive Committee shall have and exercise the powers and authority of the Board of Directors in the management and business of the Organization, except that neither the Executive Committee, nor any other committee established by the Board, shall have power or authority as to: (a) establish any new policy or procedure for the organization; (b)the filling of vacancies of the Board of Directors; (c) the adoption, amendment, or repeal of these Bylaws; (d) the amendment or repeal of any resolution of the Board of Directors; (e) action on matters committed by these Bylaws or resolution of the Board of Directors to another committee of the Board; or (f) action on matters pertaining to the acquisition, sale, mortgage, or pledge of real property. Action of the Executive Committee shall be ratified by the Board to the extent possible at its next meeting.
3.20 Other Committees and Advisory Boards. As it deems appropriate and desirable, the Board of Directors may establish one or more standing or special committees and designate their function and responsibility. Members appointed to committees need not be Directors, but any committee member who is not a Director may not be a voting member of the committee. Except as otherwise provided in these Bylaws, the Articles of Incorporation, or the Act, any committee may exercise such powers and functions as the Board of Directors may from time to time determine. See Section 3.18 above for limitations on the power and authority of committees. Except as the Board may otherwise determine, the President shall appoint all committee members and committee chairpersons.
3.21 Committee Reports. Each committee, including the Executive Committee, shall keep minutes of its proceedings and report the same to the Board at each regular meeting of the Board, or otherwise as requested by the President. The chairperson of each committee shall present the report. If the chairperson of a committee is unable to be present to present the committee report, the chairperson of that committee may designate another member of the committee to present its report. The Board of Directors shall adopt rules of procedure as it deems necessary for the conduct of the affairs of each committee.
3.22 Ethics Committee. The Ethics Committee shall be continually comprised of no fewer than three (3) and no greater than four (4) Diplomates or Fellows of the Organization, and shall be chaired by a current member of the Board of Directors, appointed by the Board. The Ethics Committee shall establish and maintain policies with respect to the conduct of members of ACT. The Ethics Committee shall also review allegations of violations of ethical and professional conduct and make recommendations to the Board of directors concerning actions to take against an affiliate’s certification within the organization. Meetings of the Ethics Committee shall be called by the Chair of the Committee, and at a minimum once annually to review policies and practices of the committee. Explanation and Clarification of ACT Ethics Policies and Procedures: The Academy retains its own authority to determine whether an ethical violation has occurred, and therefore does not rely solely on any other organizations to make such determinations. Rather, the Academy relies on its own Ethics Committee to advise the Board of Directors when the possibility of unethical conduct is brought to the Board’s attention.
3.23 Credentialing Committee. The Credentialing Committee shall be composed of a variable number of Credentialed Diplomates and Fellows, and shall be chaired by a current Officer of the Board of Directors of the organization. In addition, at least one public member who must not be credentialed through ACT shall be appointed to the Credentialing Committee at all times to represent the direct and indirect interests of consumers. The Credentialing Committee shall perform the following functions in addition to the functions granted it by the Board of Directors:
(i) Develop and maintain evaluation procedures for individuals who are eligible to apply for Certificates issued by ACT;
(ii) Submit such policies and procedures periodically or at the Board of Director's request for review and recommendation, but may proceed without formal approval;
(iii) Serve as an examining body and implement evaluations on behalf of the Corporation for the standards of the Certificates of the Corporation;
(iv) Establish criteria for, and design, administer, and evaluate portfolios and examinations according to the policies and guidelines established for initial certification and re-certification.
Meetings of the Credentialing Committee shall be called by the Chair of the Committee, and at a minimum once annually to review policies and practices of the committee.
3.24 Nominating Committee. The Nominating Committee shall be composed of the President, Past- President, Secretary and one Board member at Large, and chaired by the Past President. The Nominating Committee will nominate candidates for positions that they anticipate will become available (e.g. President-elect, Board Member at large) and bring them to the full Board for review and approval. The Nominating Committee will also monitor term limits in order to comply with the bylaws and determine what openings will occur each calendar year. There will be a two-year term limit for Nominating Committee members, except for the Secretary, who may serve as long as he/ she holds that position.
ARTICLE IV OFFICERS
4.1 Officers. The officers of the Organization shall be natural persons of at least eighteen (18) years of age, and there shall be a President, a President-Elect, a Secretary, and a Treasurer, all of whom shall be Directors and who shall be elected as officers by the Board of Directors. Officer positions may be filled by the same person, but the Organization’s preference is that different individuals shall hold these positions. In addition, as the Board of Directors may determine necessary, there may also be one or more assistant officers. Holding an officer position does not grant any Director greater voting authority or additional voting privileges.
4.2 Duties. The officers shall have and exercise such duties and functions as usually attach to their offices, with such additional duties and functions and subject to such limitations as may be provided in these Bylaws or established by the Board of Directors. Assistant officers shall perform such functions and have such responsibilities as the Board of Directors may determine. Officers shall ensure that the Board is fully informed about the Organization’s activities and financial status and that the Board has full and accurate information necessary to make informed decisions about the Organization’s operations. The Board of Directors may add to the corporate title of any officer (other than the President) a functional title in word or words descriptive of his or her powers or the general character of his or her duties.
4.3 Selection, Terms. The officers of the Organization shall be elected by the Board of Directors at its annual meeting and shall serve for a term of two (2) years. Each officer shall hold office until (a) the later of the expiration of the term for which he or she was elected or his or her successor has been elected and qualified, or (b) until his or her earlier death, resignation, or removal.
4.4 Resignation of Officers. Any officer of the Organization may resign at any time by giving written notice to the President or to the Secretary of the Organization. The resignation shall be effective upon receipt by the President or Secretary or at such subsequent time as may be specified in the notice of resignation.
4.5 Removal of Officers. Any officer of the Organization may be removed, or his or her authority may be revoked, by resolution of the Board of Directors, whenever in its judgment the best interests of the Organization will be served thereby, but such removal or revocation shall not affect any contract rights the person so removed may have with the Organization.
4.6 Vacancies. Any vacancy in any office shall be filled by the Board. The elected officer shall fill the balance of the term to which he/she is elected or appointed.
4.7 Compensation. The salaries or compensation, if any, of all officers of the Organization shall be fixed by, or in the manner prescribed by, the Board of Directors, provided that no officer shall be compensated for services unless so authorized by a duly adopted resolution of the Board of Directors, requiring that: (a) such officer may only receive reasonable compensation for services rendered for the Organization in carrying out its exempt purposes as established by the Board of Directors; and (b) such compensation is (i) consistent with the Organization’s financial policies, (ii) does not adversely affect the Organization’s qualification as an organization exempt under Section 501(a) and described under Section 501(c)(6) of the Code or give rise to intermediate sanctions under the Code, and (iii) shall be set by a committee composed of persons who have no financial interest in such determination.
4.8 Loans to Officers. No loans shall be made by the Organization to any of its officers.
4.9 Reimbursement of Expenses. As provided in Section 12.1 of these Bylaws, Directors may be reimbursed for reasonable expenses they incur to attend Board and Committee meetings, and to perform their other duties as Board members.
4.10 President; Powers and Duties. The President shall be the chief executive officer of the Organization and shall have general charge and supervision of the business of the Organization and shall exercise or perform all the powers and duties usually incident to the office of the President. The President shall preside at all meetings of the Board of Directors. The President shall from time to time make or cause to be made such reports of the affairs of the Organization as the Board may require. The President shall be responsible to the Board of Directors for the application and implementation of policies adopted by the Board of Directors. Unless otherwise provided by the Board in the resolution creating the committee, the President shall be a voting member of each committee.
4.11 President-Elect; Powers and Duties. The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. Each President-Elect also shall have such powers and perform such duties as may be assigned to him or her by the President and the Board of Directors. The President-Elect shall ensure that all legal responsibilities of the Organization are met on a timely basis. The President-Elect shall succeed the President at the end of the President’s two-year term.
4.12 Secretary; Powers and Duties. The Secretary shall attend all meetings of the Board and the Executive Committee and record all the votes and meeting minutes in books to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board or by the President.
4.13 Treasurer; Powers and Duties. The Treasurer shall cause full and accurate accounts of receipts and disbursements to be kept in books belonging to the Organization. He or she shall see to the deposit of all moneys and other valuable effects in the name and to the credit of the Organization in such depository or depositories as may be designated by the Board of Directors, subject to disbursement or disposition upon orders signed in such manner as the Board of Directors shall prescribe. The Treasurer shall render to the President and to the Directors, at the regular meetings of the Board or whenever the President or the Board may require it, an account of all his or her transactions as Treasurer and of the results of operations and the financial condition of the Organization. He or she shall see that an annual audit or independent review of the Organization’s books and records is performed by an auditor selected by the Board in compliance with the requirements of the Commonwealth of Pennsylvania and any other jurisdiction in which the Organization is doing business. The Treasurer shall oversee the investments for the growth of the Organization.
If required by the Board, the Treasurer shall give the Organization a bond in such sum and with such surety or sureties as may be satisfactory to the Board for the faithful discharge of the duties of his or her office, and for the restoration to the Organization, in case of his or her death, resignation, retirement or removal from office, of all books, records, money and other property of whatever kind in his or her possession or under his or her control belonging to the Organization.
4.14 Delegation of Officers’ Duties. Any officer may delegate duties to his or her duly elected or appointed assistant (if any); and in case of the absence of any officer or assistant officer of the Organization, or for any other reason that the Board of Directors may deem sufficient, the Board may delegate or authorize the delegation of his or her powers or duties, for the time being, to any person.
4.15 Executive Director. An Executive Director may be appointed by the Board of Directors according to the terms of a written contract between both parties. The Executive Director shall not be a voting Director or officer of the Organization. The Executive Director shall be accountable to the Board of Directors and subject to the direction of the President and shall perform the duties and functions as may be prescribed from time to time by the Board of Directors. The Executive Director shall be the administrative officer of the Corporation and the Director of its Central Office. Under the direction of the Board, the Executive Director shall be responsible to keep minutes of the meetings of the Board of Directors, conduct correspondence, keep the records of the organization, including data with respect to any examination held, Certificates issued, and other official transactions, and may initiate other activities as may be required from time to time. The Executive Director shall be the custodian of the seal of the Corporation and shall affix same whenever and wherever required.. The Executive Director shall prepare, from time to time, but at least once each calendar quarter, a report of the operations of the programs, committees, fundraising and other financial matters and of the general operations of the Organization for presentation to the Board of Directors. The Executive Director must maintain bonded status in such amounts as required by the Board of Directors and as funded by the organization. Under the supervision of the Executive Director, ACT may employ such persons as are deemed necessary by the Board of Directors for the efficient conduct of the Corporations activities.
ARTICLE V FINANCIAL AND CONTRACTUAL TRANSACTIONS
5.1 Contracts. The President may execute in the name of the Organization, deeds, mortgages, bonds, contracts, and other instruments as authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Organization. Any such signed documents shall be attested by the Secretary or the Treasurer or an Assistant Secretary or Assistant Treasurer.
5.2 Real Estate. Notwithstanding anything to the contrary in the Act or in these Bylaws, any decision to acquire, sell, mortgage, or pledge real property shall require at minimum the approval of two-thirds of the Board of Directors.
5.3 Loans. The Organization shall not lend or borrow funds unless authorized by resolution of the Board of Directors. Such authorization may be general or confined to specific instances. All loan documents and documents of indebtedness issued in the name of the Organization shall be signed by two or more officers of the Organization, or its officers’ agents, as the Board of Directors may designate, and in such manner as determined by the Board of Directors.
5.4 Checks, Charges, Etc. All checks, notes, drafts, or other orders for the payment of money and documents of indebtedness issued in the name of the Organization shall be signed by two or more officers of the Organization, or its officers’ agents, as the Board of Directors may from time to time designate, and in such manner as determined by the Board of Directors.
5.5 Deposits. All payments to the Organization shall be deposited in one or more banks or other depository accounts established and maintained in the Organization’s name and Employer Identification Number (“EIN”).
5.6 Gifts. The Board of Directors may accept on behalf of the Organization any gift, grant, devise, bequest, or contribution (hereinafter “Gift”) for the general purposes or for specific purposes of the Organization. The Board of Directors shall consider, prior to the acceptance of any Gift, whether such acceptance or any condition attached to the acceptance conflicts with the general or specific purposes of the Organization. The Board may decline or disclaim any Gift if it determines that the Gift or any conditions or restrictions attached to its acceptance is not within the general or specific purview or purpose of the Organization. The Board may also decline a Gift if it determines that a Gift designated for a specific purpose is less than the amount required to finance that specific purpose; however, the Board may determine to accept the Gift, although insufficient in amount, and add or secure other assets in furtherance of the specific purpose of the Gift, if the specific purpose of the Gift is within the Organization’s purposes. Should there be a question as to the purpose or timeliness of the Gift as being incompatible with the purpose, mission, or programs and activities of the Organization or when the conditions, limitations or purposes of a particular Gift are deemed to be unacceptable, the Board of Directors is authorized to negotiate, with the donor, changes in the Gift or to decline or disclaim such Gift.
ARTICLE VI NOTICES
6.1 Form of Notice. Whenever written notice is required or permitted, by these Bylaws or otherwise, to be given to any person or entity, it may be given either personally or by sending a copy to the address or other contact information of the appropriate person or entity as it appears in the Organization’s records. Such notice may be sent (a) electronically; (b) by first class mail (postage prepaid) or by overnight express delivery service (charges prepaid), or (c) by facsimile. If the notice is sent by mail or overnight express delivery, it shall be deemed to have been given when deposited in the United States Mail or delivered to the overnight express delivery service. If the notice is sent by any other form prescribed above, it shall be deemed to have been given when sent.
6.2 Notice of Meetings. Written notice of every meeting of the Board of Directors shall be given to each Director at least five (5) days prior to the day designated for the meeting. Such notice shall specify the place, day, and hour of the meeting, and in the case of a special meeting of the Board, the general nature of the business to be transacted. Whenever the language of a proposed resolution is included in the written notice of a meeting, the Directors at the meeting considering the resolution may adopt it with such clarifying or other amendments as long as they do not enlarge its original purpose so as to require further notice to persons not present in person.
6.3 Waiver of Notice. Whenever a written notice is required by these Bylaws or under the provisions of the Act, any person or persons (or entity or entities) entitled to receive the notice may waive in writing the right to receive notice. The written waiver may be signed before or after the time required for such notice. Except in the case of a special meeting of the Board of Directors or as otherwise required by the Act, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance by any person in person at any meeting shall constitute waiver of notice of such meeting, unless the person (or entity representative) attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not called or convened upon proper notice.
ARTICLE VII DISSOLUTION
7.1 Dissolution. In the event of dissolution or winding-up of the Organization, the Organization’s assets, after all debts and expenses have been paid or provided for, shall be distributed in accordance with the terms stated in the Organization’s Articles of Incorporation.
ARTICLE VIII INDEMNIFICATION AND INSURANCE
8.1 Representative defined. For purposes of this article, “representative” means any director or officer or employee of the organization.
8.2 Third-party actions. The organization shall indemnify any representative who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the organization), by reason of the fact that he or she is or was a representative of the organization, or is or was serving at the request of the organization as a director or officer of another domestic or foreign corporation for profit or not-for-profit, 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 or her in connection with the action or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the organization and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, or 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 that he or she reasonably believed to be in, or not opposed to, the best interests of the organization and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.
8.3 Derivative and Corporate Actions. The organization shall indemnify any representative who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the organization to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the organization, or is or was serving at the request of the organization as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action 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 organization. Indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the organization unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the organization is located or the court in which the action was brought determines 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 that the court of common pleas or other court shall deem proper.
8.4 Procedure for Effecting Indemnification. Unless ordered by a court, any indemnification under Section 8.2 or Section 8.3 shall be made by the Organization only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in those Sections. The determination shall be made:
(a) By the Board by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding; or
(b) If such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
8.5 Advancing Expenses. The Organization shall pay expenses (including attorneys’ fees) incurred in defending any action or proceeding referred to in Section 8.2 in advance of the final disposition of the action or proceeding upon receipt of any undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Organization as authorized in this Article or otherwise.
8.6 Supplementary Coverage. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Act, or any agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. Article 10 (relating to conflicts of interest) shall be applicable to any bylaw, contract, or transaction authorized by the Directors under this Section. However, no indemnification may be made by the Organization under this Article or otherwise to or on behalf of any person to the extent that:
(a) The act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct, or recklessness; or
(b) The Board determines that under the circumstances indemnification would constitute an excess benefit transaction under Section 4958 of the Code or an act of self-dealing under Section 4941 of the Code, if applicable.
8.7 Duration and Extent of Coverage. The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the Organization and shall inure to the benefit of the heirs and personal representatives of that person.
8.8 Reliance and Modification. Each person who shall act as a representative of the Organization shall be deemed to be doing so in reliance upon the rights provided by this Article. The duties of the Organization to indemnify and to advance expenses to a representative provided in this Article shall be in the nature of a contract between the Organization and the representative. No amendment or repeal of any provision of this Article shall alter, to the detriment of the representative, his or her right to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal.
8.9 Insurance. The Organization shall purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Organization or is or was serving at the request of the Organization as a director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Organization would have the power to indemnify him or her against that liability under the Act. The Organization’s payment of premiums with respect to such insurance coverage shall be provided primarily for the benefit of the Organization. To the extent that such insurance coverage provides a benefit to the insured person, the Organization’s payment of premiums with respect to such insurance shall be provided in exchange for the services rendered by the insured person and in a manner so as not to constitute an excess benefit transaction under Section 4958 of the Code or an act of self-dealing under Section 4941 of the Code, if applicable.
ARTICLE IX FUNDRAISING
9.1 Fundraising and Solicitation. The Organization shall ensure that its fundraising and solicitation activities and materials meet federal and state law requirements and that they are accurate, truthful, and candid.
CONFLICT OF INTEREST POLICY
10.1 Adoption of Policy. The Organization shall separately adopt a conflict of interest policy and distribute annual disclosure forms for the purpose of screening conflicts. It is the policy of the Organization that no contract or transaction between the Organization and one or more of its Directors or officers, or between the Organization and any “interested entity” shall be authorized or entered into unless the material facts as to the interest and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorizes the contract or transaction by an affirmative vote of a majority of the Directors other than the interested Director(s) of the Organization and the contract or transaction is in the interests of the Organization. An “interested entity” includes any entity (a) in which one or more of the Directors or officers of the Organization (i) are directors or officers, or (ii) have a financial interest; or (b) in which any Director or officer of the Organization has any other conflict of interest. Any interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes the contract or transaction.
ARTICLE XI BOOKS AND RECORDS
11.1 Bookkeeping; Recordkeeping. The Organization shall keep (i) complete and accurate financial books and records; (ii) minutes of all meetings of the Board and of any committees; (iii) the original or a copy of its Articles of Incorporation (and any amendments thereto) and Bylaws, including all amendments thereto, certified by the Secretary; (iv) a list of the names and contact information of its current Directors and officers; (v) a copy of the Organization’s IRS Form 1024; and (vi) all reports delivered to state and federal officials for the last seven years. Originals or duplicates of such books and records shall be kept at either the registered office of the Organization, the principal place of business of the Organization, and/or at such other reasonably accessible place as the Secretary may determine. The Organization may separately adopt a document retention policy.
11.2 Transparency. The Organization shall ensure that its audited financial statements, annual federal tax reports, and other annual reports are complete and accurate, and to the extent required by law and in accordance with the procedures established by law, are posted to the Organization’s website or otherwise made available to the public upon request.
12.1 Reimbursement of Expenses. Directors and other individuals serving the Organization may be reimbursed for reasonable expenses they incur to perform their duties, provided that such reimbursement does not adversely affect the Organization’s qualification as an organization exempt under Section 501(a) and described under Section 501(c)(6) of the Code or give rise to intermediate sanctions under Section 4958 of the Code. Expense reimbursements shall be made in accordance with procedures established by the Organization.
12.2 Use of Conference Telephone and Similar Equipment. To the fullest extent permitted by the Act, one (1) or more persons may participate in a meeting of the Board, or a committee or any other body of the Organization, by means of conference telephone or similar communications equipment if all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.
12.3 Action by Directors in Lieu of a Meeting. Unless otherwise restricted by the Articles of Incorporation, or by the Act, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the Secretary of the Organization.
ARTICLE XIII AMENDMENT OF BYLAWS
13.1 Amendments. Any changes to these Bylaws may be made by a two-thirds vote of the Board of Directors at any meeting of the Board duly convened after notice to the Directors for that purpose or by the unanimous written consent of all Directors without a meeting.
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Adopted on this 29th day of October, 2016.