By-Laws The Northeastern Pennsylvania Education Consortium
Revised Fall 2003
ARTICLE I – OFFICES
- The registered office of the Corporation shall be at 67 Public Square Wilkes-Barre, Pennsylvania until otherwise established by an amendment of the Articles or by the Board of Directors and a record of such change is filed with the Department of State in the manner provided by law.
ARTICLE II – SEALS
- The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania”.
ARTICLE III – MEMBERS
- Any school district, college or university in Northeastern Pennsylvania which expresses an interest in furthering the purposes of the Corporation and agrees to remit an annual membership fee, as determined from time to time, is eligible for membership if approved by a simple majority of the Members of the Board of Directors. In addition, any community or business organization upon approval of a simple majority of the Board of Directors may become a member. There shall also be no more than four community advisory members. They shall be non-voting and provide regional representation.
- The Board of Directors may determine from time to time the amount of the annual membership fees payable by the Members, which shall be payable on or before July 1 each year.
- The Board of Directors, by affirmative vote of a simple majority of the Members of the Board, may expel any Member who shall be in default on the payment of its membership fee or who in the opinion of the members is acting contrary to the goals and objectives of the consortium.
ARTICLE IV – DIRECTORS
- The business and affairs of this Corporation shall be managed by its Board of Directors who shall be natural persons of full age and who need not be residents of this Commonwealth. Each member institution shall appoint one person to serve as Director. Members may be reappointed for successive terms.
ARTICLE V – MEETINGS
- The annual meeting of the Members shall be determined each year based on Board availability.
- The annual meeting of the Board shall be immediately following and on the same day as the annual meeting of the Members. At the annual meeting of the Board, they shall elect officers and transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held within six (6) months after the designated time, any Board Member may call such meeting.
- The regular meetings of the Board of Directors may be held at such times and at such place or places within or without this Commonwealth or elsewhere, as a majority of the Directors may from time to time appoint, or as may be designed in the notice calling the meeting.
- Written or personal notice of every meeting of the Board of Directors shall be given to each Director at least ten (10) days prior to the day named for the meeting.
- Special meetings of the Board may be called at any time by the President, or Board Members entitled to cast at least ten percent (10%) of the votes which all Members are entitled to cast at the particular meeting. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than sixty (60) days after the receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confirmed to the objects stated in the call and matters germane thereto.
- A simple majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a simple majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the Directors may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors in office and shall be filed with the Secretary of the Corporation.
ARTICLE VI- OFFICERS
- The executive officers of the Corporation shall be chosen by the Board of Directors, and shall be a President, Secretary, Treasurer, one or more Vice Presidents, and such other officers and assistant officers as the needs of the Corporation may require. The President, Vice President and Secretary shall be natural persons of full age; the Treasurer, however, may be a Corporation, but if a natural person, shall be of full age. They shall hold office as follows: President (3 years); Vice-President (2 years); Treasurer (3 years); Secretary (2 years); Member at Large (3 years) and shall have such authority and shall perform such duties as are provided by the ByLaws and shall from time to time be prescribed by the Board of Directors. It shall be necessary for the officers to be Directors. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise. Officers may be reappointed for successive terms.
- Any officer or agent may be removed by the Board of Directors whenever in its judgement the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
- The President shall be the chief executive officer of the Corporation; shall preside at all meetings of the Directors; shall have general and active management of the affairs of the Corporation; and, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Corporation. He/she shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Corporation. He/she shall be EX-OFFICIO a Member of all committees and shall have the general powers and duties of supervision and management usually vested int he office of the President.
- The Vice president (or one of them selected by the Board if there are more than one) shall perform the duties of the President in the absence of the President or in the event of his/her inability, removal or refusal to act, and when so acting, shall have all the power of, and be subject to all the duties of the President. A Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
- The Secretary shall attend all sessions of the Board and act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He/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 of Directors or President, under whose supervision he/she shall be. He/she shall keep in safe custody the corporate seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it.
- The Treasurer shall monitor the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account to the credit of the Corporation. He/she shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.
ARTICLE VII – DIRECTOR
- The Director of the Corporation shall be the Chief Operating Officer who will be responsible for the general management of the affairs of the Corporation and shall report directly to the President of the Corporation.
- The Director shall supervise and control the activities of the staff and the consultants employed to support the activities of the Corporation.
- The Director shall when requested, present a written annual report to the Board of Directors.
ARTICLES VIII – VACANCIES
- If an Officer or Member at Large of the Executive Committee vacates the position, the executive committee is authorized to fill the position for the remainder of the term, pending Board approval.
- Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of Directors, shall be filled by the Members, and each person so elected shall be a Director until his/her successor is elected at the next annual meeting, or at any special meeting duly called for that purpose and held prior thereto.
ARTICLE IX – BOOKS AND RECORDS
- The Corporation shall keep an original or duplicate record of the proceedings of the Members and the Directors, the original or a copy of its ByLaws, including all amendments thereto to date, certified by the Secretary of the Corporation, and an original or a duplicate register of the Board, giving the names of the Directors, and showing their respective addresses and the date(s) of their election and of the expected expiration of the term. The Corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the Corporation in this Commonwealth, or at its principal place of business wherever situation.
- Every Director shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings of the Members and Directors, and to make copies of extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a Director or Member of the Corporation. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the Director. The demand under oath shall be directed to the Corporation as its registered office in this Commonwealth or at its principal place of business wherever situated.
ARTICLE X – ANNUAL REPORT
- Treasurer shall prepare and the President shall verify annually the presentation to the Board, a report, showing in appropriate detail the following:
- The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report.
- The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
- The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
- The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
- The number of Directors of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current Directors may be found. This report shall be filed with the minutes of the meeting of the Board of Directors.
- The fiscal year of the consortium is July 1 to June 30. Membership dues are payable by July 1 of each year. An institution will be in default if payment is not received 30 days past the due date.
ARTICLE XI – NOTICES
- Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class mail or express mail, postage prepaid, or by telegram, telex or courier service, charges prepaid, by facsimile transmission, or by e-mail to his address appearing on the books of the Corporation, or, in the case of the Directors, supplied by him/her to the Corporation for the purpose of notice. If the notice is sent by mail or by telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex, when dispatched for transmission to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these ByLaws. When a special meeting is adjourned it shall not be necessary to given any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting which such adjournment is taken.
- Whenever any written notice is required to be given under the provisions of the statute or the Articles or ByLaws of this Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. In the case of a special meeting of Directors such waiver of notice shall specify the general nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
ARTICLE XII – MISCELLANEOUS PROVISIONS
- One or more persons may participate in a meeting of the Board or of the Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
ARTICLE XIII – INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES
- Third Party Actions. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he/she is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another 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/her in connection with the action or proceedings if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had not reasonable cause to believe his/her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a pleas 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/she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his/her conduct was unlawful.
- Derivative and Corporate Actions. The Corporation shall have power to indemnify any person 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 Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a representative of the Corporation or is or was serving at the request of the Corporation as a representative of another 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/her in connection with the defense or settlement of the action if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation. 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 Corporation unless and only to the extent that the court of common please of the judicial district embracing the county in which the registered office of the Corporation 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.
- Mandatory Indemnification. To the extent that a representative of the Corporation has been successful on the merits or otherwise in defense of any action or proceeding referred or relating to third-party actions or relating to derivative and corporation actions or in defense of any claim, issue or matter therein, such representative shall be indemnified against expenses (including attorney fees) actually and reasonably incurred in connection therewith.
- Procedure for Effecting Indemnification. Any indemnification under actions (relating to third party actions, derivative and corporation actions) shall be made by the nonprofit Corporation only as authorized in the specific case upon a determination that indemnification of the representative is proper under the circumstances in meeting the applicable standard of conduct set forth in Article XIII Sections 1 and 2. The determination shall be made:
- By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding;
- 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;
- by such other body as may be provided in the bylaws; or
- by the Directors.
- Advancing Expenses. Expenses (including attorneys’ fees) incurred in defending any action or proceeding referred to in Article XIII may be paid by the Corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay the amount if it is ultimately determined not to be indemnifiable by the Corporation as authorized in this Article or otherwise.
- Supplementary Coverage.
- General rule – The indemnification and advancement of expenses provided by or granted pursuant to the other sections of 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 any ByLaw, agreement, vote of Members or disinterested Directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding that office. Actions relating to interested Members, Directors or Officers; quorum shall be applicable to any ByLaw, contract or transaction authorized by the Directors under this section. A Corporation 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 under or pursuant to this section or otherwise.
- When indemnification is not to be made – Indemnification pursuant to subsection (a) shall not be made in any case 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.
- Grounds – Indemnification pursuant to subsection (a) under any ByLaw, agreement, vote of Directors or otherwise may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any other provision of law except as provided in this section and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Corporation. Such indemnification is declared to be consistent with the public policy of this Commonwealth.
- Trust property – This Article shall not affect the liability of a representative with respect to the administration of assets held by the Corporation relating to authority to take and hold trust property.
- Power to Purchase Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the Corporation or is or was serving at the request of the Corporation as a representative 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/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against that liability under the provisions of this subchapter. Such insurance is declared to be consistent with the public policy of this Commonwealth.
ARTICLE XIII – AMENDMENTS
- ByLaws may be adopted, amended or repealed by the vote of two-thirds majority of the Board Members entitled to cast at least a simple majority of the votes which all Board Members present are entitled to cast thereon at any regular or special meeting duly convened after notice to the Board Members of that purpose.