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© 2025 Gasket Fabricators, All Rights Reserved
© 2025 Gasket Fabricators, All Rights Reserved
Download the GFA BYLAWS as a PDF file here.
ARTICLE I – Name, Purposes, Offices and Fiscal Year of the Corporation
A. The name of the corporation shall be the Gasket Fabricators Association (hereinafter “Association”). The Association is a 501(c)(6) nonprofit trade organization incorporated and operating under the laws of the Commonwealth of Pennsylvania.
B. The purposes of this Association are to engage exclusively in not-for-profit activities designed to promote the common business interests and improve the business conditions of gasket fabricators and the gasket industry in general, including:
1. initiating and implementing lawful and beneficial programs for the benefit of the Association’s members and their customers, and the promotion and growth of the gasket fabricating industry;
2. acting as a clearinghouse for the members in the collection and dissemination of lawful information pertinent to the gasket fabricating industry;
3. fostering such policies within the gasket fabricating industry as will:
(a) tend to maintain free competition between the members and all classes of trade; and
(b) discourage unfair and unlawful methods of competition; and
4. promoting the development of standards through research and practical tests and other means.
C. Registered Office. The registered office of the Association in the Commonwealth of Pennsylvania shall be at 994 Old Eagle School Road, Suite 1019, Wayne, Pennsylvania 19087-1802 until otherwise established by a vote of a majority of the Board of Directors in office, and a statement of such change is filed in the Department of State; or until changed by an appropriate amendment of the Association’s Articles of Incorporation.
D. Other Offices. The Association may also have offices at such other places within or without the Commonwealth of Pennsylvania as the Board of Directors may from time to time appoint or the business of the Association requires.
E. Fiscal Year. The fiscal year of the Association shall be January 1 to December 31.
ARTICLE II – Membership Rights and Duties
A. Dues and Assessments. The President, the Vice President and the Secretary-Treasurer of the Association shall prepare an itemized budget for expenses for the calendar year, and the Secretary-Treasurer of the Association will submit a forecast of the revenues for the same calendar year. Both schedules shall be submitted to the Board of Directors. Based upon said budget and forecast, the Board of Directors may levy dues upon the members in such amounts and for such periods as may be determined by resolution of the Board.
The Board of Directors, by a three-fourths (3/4ths) vote of the Directors then in office, may levy assessments on the members should the financial position of the Association so warrant. Such dues or assessments, or both, may be imposed upon all members of the same class either alike or in different amounts or proportions, and upon a different basis upon different classes of members. Members of one or more classes may be made exempt from either dues or assessments, or both.
1. Suspension for Failure to Pay Dues. If any member fails to pay the prescribed dues by March 1, that member will be suspended from all rights and privileges of membership. Such suspension shall continue until the payment in full of dues payable. The membership of any member may be terminated by the Board of Directors for non-payment of dues at any time after the member is placed on suspension, regardless of the action taken. Such member shall remain liable for all invoiced and unpaid dues.
2. Suspension for Failure to Pay Assessments. If any member fails to pay any prescribed assessment within thirty (30) days of the due date, that member will be suspended from all rights and privileges of membership. Such suspension shall continue until the payment in full of the assessment due. The membership of any member may be terminated by the Board of Directors at any time after the member is placed on suspension for failure to pay a Board levied and invoiced assessment. Such member shall remain liable for all invoiced and unpaid assessements.
3. Termination of Membership for Cause. The Board of Directors, by two-thirds (2/3rds) majority vote of the Directors then in office, may suspend or terminate the membership of any member of the Association for cause, “cause” to be defined to include, but not be limited to: 1) conduct deemed contrary to the best interests of the Association; and/or 2) conduct in violation of the Association’s Articles of Incorporation, Bylaws or Policies and Procedures, after providing the member reasonable written notice of the charges, and the opportunity to respond to the charges either in writing or at a hearing before the Board of Directors. Specific procedures for consideration of suspensions or terminations shall be established by the Board of Directors. The decision of the Board of Directors shall be deemed final and binding.
B. Classes of Members. There shall be three (3) classes of members whose qualifications, voting and other rights and interests shall be as follows:
1. Regular Members:
(a) Any business entity (whether a person, firm, corporation, or operating division of a corporation) engaged in the gasket fabricating industry and meeting the qualifications of this corporation set forth in Paragraph (b) below, is eligible to be elected to Regular membership in the Association.
(b) To qualify for Regular membership, an applicant must:
(1) have been engaged in the gasket fabricating industry a minimum of one year; and
(2) manufacture and sell an annual volume of at least one million dollars ($1,000,000 U.S.) of fabricated gaskets and converted materials, including metallic gaskets and gaskets which are perforated, encased, or enveloped. Verification of the above criteria will be aided by the inclusion of three raw material suppliers for references by the GFA office.
(c) A gasket fabricator meeting the above requirements may be admitted to Regular membership only upon the approval of two-thirds (2/3rds) of the members of the Board of Directors then in office.
(d) Regular members shall, upon election to membership, agree to abide by the Association’s Bylaws, Articles of Incorporation, and Policies and Procedures, and as a condition of continued membershop, to pay such membership dues and assessments as may be prescribed by the Board of Directors from time to time.
(e) The Secretary-Treasurer will assess and bill each Regular member on or before January 1 for one (1) full year, dues payable by February 1 for the calendar year.
(f) Any Regular member may resign from the Association at any time on payment of its dues for the current year as determined on the basis of the dues requirement in effect at the time of resignation.
(g) A Regular member shall have the right to vote on matters appropriately placed before the Association’s membership for a vote; to hold office, and to serve as a director on the Board of Directors.
2. Associate Members:
(a) Any partnership, company or corporation which is engaged in the business of manufacturing or supplying to the gasket fabricators, raw materials, equipment, services or supplies of any form or description, may be elected to Associate membership, upon such terms and conditions and upon payment of such dues and charges, as the Board of Directors may prescribe. A manufacturers representative shall not qualify as an Associate member, nor shall a qualifying Associate member, as described above, authorize any of their manufacturers representatives to attend GFA meetings in their place.
(b) To qualify for Associate membership, an applicant must:
(1) have been engaged in supplying gasket fabricators for a minimum of one (1) year.
(2) have an annual volume of at least one million dollars ($1,000,000 U.S.) in sales of raw materials, equipment, services or supplies of any form or description to gasket fabricators. Verification of the above criteria by the GFA office will be aided by the inclusion of three (3) current GFA member references.
(c) Associate members shall have all of the privileges of Regular membership except that they shall have no vote on matters placed before the Association membership for a vote, nor shall their representatives to the Association be eligible for election as an officer or director, except for three (3) Associate member non-voting positions on the Board of Directors.
(d) Associate members shall, upon their election, agree to abide by the Bylaws, Articles of Incorporation and the Association’s Policies and Procedures as promulgated by the Board of Directors from time to time, and as a condition of continued membership, to pay such Associate membership dues and assessments as may be prescribed by the Board of Directors from time to time.
3. Social Members:
Social membership may be granted to any individual, who, through past display of dedication to the affairs and purposes of the Association, is, in the opinion of the Board of Directors, worthy of special recognition. Social members must be retired and in the five (5) years prior to retirement, have attended sixty percent of the Association’s meetings.
Social members shall have no right to vote, hold office or serve on the Board of Directors, and must abide by the Association’s current Bylaws, Articles of Incorporation, and Policies and Procedures, and will be assessed annual dues of $50.00. They shall be responsible for all regular registration fees when attending meetings. This membership shall be granted only by unanimous vote of the Board of Directors.
4. Life Members:
Life membership may be granted by the Board of Directors to those persons who have rendered valuable service and contributions to the Association and the industry as a whole.
At any Annual Meeting of the Association, a nominating committee appointed by the President, may submit a list of up to three (3) names to the Board of Directors for consideration for election as Life Members. The nominating commitee may consider those names submitted by the committee as well as those names received from the general membership. From such list, the Board of Directors may elect any of the nominees to Life Membership.
The nominating committee will be guided by the following criteria in developing the list of nominees for Life Membership: 1) number of years of active involvement in the Association; 2) committee chairmanships served; 3) years of service on the Board of Directors; 4) officer positions held; 5) industry related papers or articles published; 6) such other activities as promote the Association and the industry.
Past Presidents of the Association will automatically qualify for Life Membership once they become inactive in the gasket industry.
C. Transfer of Membership: No member of the Association may assign or transfer its membership or any rights arising therefrom to any other party.
ARTICLE III – Meetings of Members
A. Place of Meeting. All meetings of the members of the Association shall be held at a site approved by the Board of Directors.
B. Annual Meeting. The Board of Directors shall fix the date, time and place of the annual meeting of the Association’s membership, and at said meeting the Regular members then entitled to vote shall elect directors and shall transact such other business as may properly be brought before the membership for action at the meeting.
C. Special Meetings. Special Meetings of the membership of the Association may be called for any lawful purpose or purposes at any time by the President, or upon the written request of not fewer than five (5) members of the Board of Directors then in office, or by a majority of all Regular members.
At any time, upon written request of any person or persons who have duly called a Special Meeting, which written request shall state the object of the meeting, it shall be the duty of the Secretary-Treasurer to fix the date and time of the meeting, which shall be held not less than ten (10) days and not more than forty-five (45) days after the receipt of the request. It shall be the duty of the President to fix the place of such meeting and it shall be the duty of the Executive Director to give written notice thereof to the membership.
D. Notice of Meetings. Written notice of every meeting of the membership shall be given to each member of record at least ten (10) days prior to the scheduled date of the meeting. Every notice of a special meeting shall state briefly the purpose or purposes thereof, and no business, other than that specified in such notice and matters germane thereto, shall be transacted at any special meeting without further notice to members not present.
E. Quorum, Manner of Acting and Adjournment. The presence of Regular members entitled to cast one-third (1/3) of the votes which all Regular members are entitled to cast on the matters to be acted on at the meeting shall constitute a quorum for the purpose of conducting business before the membership. The Regular members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough Regular members to leave less than a quorum.
If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided in this section, adjourn the meeting to such time and place as they may determine. At any such adjourned meeting at which a quorum may be present such business may be transacted as might have been transacted at the meeting as originally called. Any meeting at which Directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each, as the Regular members present entitled to cast at least a majority of the votes which all Regular members present and voting are entitled to cast shall direct, until such Directors are elected.
Notwithstanding any contrary provision in these Bylaws:
1. In the case of any meeting called for the election of Directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of election of directors.
2. In the case of any meeting called for any other purpose, those who attend the second of such adjourned meetings, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any resolution or other matter set forth in the notice of the meeting, so long as written notice of such second adjourned meeting, stating that those Regular members who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter, is given to each Regular member of record entitled to vote at such second adjourned meeting at least ten (10) days prior to the date named for the second adjourned meeting.
Except as otherwise specified in the Association’s Articles of Incorporation or these Bylaws or provided by statute, the acts of Regular members present at a duly organized meeting (at which a quorum is present) and entitled to cast at least a majority of the votes which all Regular members present and voting are entitled to cast shall be the acts of the Regular members.
F. Organization. At every meeting of the members, one of the following officers present in the order stated shall act as presiding officer: the President, the Vice President or a Chairman chosen by the Regular members entitled to cast a majority of the votes which all Regular members present and voting are entitled to cast. The Secretary-Treasurer, or, in his or her absence, a person appointed by the presiding officer, shall act as Secretary.
G. Voting. Every Regular member of the Association shall be entitled to one (1) vote. Each Regular member shall designate in writing to the Association the individual who is to exercise such Regular member’s right to vote, and such designated individual shall have full power to vote on behalf of such Regular member. The vote upon any matter, including the election of Directors, may be by voice vote and need not be by ballot unless directed by the presiding officer.
H. Voting Lists. The Association shall keep at its registered office in the Commonwealth of Pennsylvania an original or a duplicate membership register, giving the names of the members, and showing their respective addresses, designated voting representatives and the class and other details of the membership of each. Upon request of a member, the books or records of membership shall be produced at any regular or special meeting of the Association. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be members entitled to vote may vote.
I. Member Voting. Members of the Association authorized to vote on matters properly placed before the membership for a vote shall vote by voice vote at a meeting of the membership to elect directors, and on bylaw amendments pursuant to the provisions of Article VIII (g) of these Bylaws.
J. Consent of Regular members in Lieu of Meeting. Any action which may be taken at a meeting of the Regular members may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all the Regular members who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary-Treasurer of the Association.
ARTICLE IV – Board of Directors
A. Powers. The Board of Directors shall have full power to conduct, manage, and direct the business and affairs of the Association, including without limitation the power to make appropriations from the funds of the Association for carrying on the work of the Association; and all powers of the Association, except those specifically reserved or granted to the members by statute or by the Articles of Incorporation or these Bylaws, are hereby granted to and vested in the Board of Directors.
Candidates for the office of Director shall be nominated at each annual meeting of the members by a committee consisting of three (3) persons appointed by the President. In addition, not less than ten (10) days before the date of the annual meeting of the members, any ten (10) Regular members may nominate in writing to the Secretary-Treasurer, as many candidates for the office of Director as there are positions to be filled. If nominations for the office of Director have been called for as herein provided, only candidates who have been nominated in accordance therewith shall be eligible for election. The candidates receiving the highest number of votes from the Regular members entitled to elect Directors shall be elected.
C. Classification, Number and Term of Office. The Board of Directors shall consist ofnot less than seven (7) nor more than nine (9) Regular Members. Up to three (3) Associate Members (hereinafter referred to as “Associate Directors”) may also be elected to the Board, but shall not have a vote on matters placed before the Board for a vote. All of the Directors shall be divided into three (3) classes so that approximately one-third of the terms expire each year. Except as may be otherwise provided in the Articles of Incorporation with respect to the initial Board of Directors named therein, or except with respect to any Director elected to fill a vacancy for the unexpired portion of a term, each Director shall hold office for a term of three (3) years and until a successor shall have been elected and qualified, or until death, resignation or removal.
The Board shall also consist of the Immediate Past President of the Association who shall serve as a voting member until his/her term as Immediate Past President is completed, normally two (2) years. Thereafter, he/she shall serve as an ex-officio (non-voting) member of the Board for as long as he/she remains as the Voting Representative from his/her company.
D. Organization. At every meeting of the Board of Directors, one of the following officers present in the order stated shall preside: President, Vice President, or a Chairman chosen by a majority of the Directors present. The Secretary-Treasurer, or, in the Secretary-Treasurer’s absence, any person appointed by the President or Chairman of the meeting, shall act as Secretary.
E. Resignations. Any Director of the Association may resign at any time by giving written notice to the President or the Secretary-Treasurer of the Association. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
F. Vacancies. The Board of Directors may declare vacant the office of a Director if that Director is declared of unsound mind by an order of court, or convicted of felony, or for any other proper cause, or if within sixty (60) days after notice of selection, the Director does not accept such office either in writing or by attending a meeting of the Board of Directors. Any vacancy or vacancies in the Board of Directors because of death, resignation, removal in any manner other than under the provisions of Section IV-G of this Article, disqualification, an increase in the number of Directors, or any other cause, may be filled by a majority of the remaining members of the Board of Directors though less than a quorum, at any regular or special meeting; and each person so elected shall be a Director to serve for the balance of the unexpired term.
G. Removal. At any special meeting called for the purpose of removing or electing Directors, any individual Director may be removed from office for cause by the vote of Regular members entitled to cast at least a majority of the votes which all Regular members present would be entitled to cast at any annual or other regular election of the Directors or of such class of Directors. In case any one or more Directors are so removed, new Directors may be elected at the same meeting. “Cause” shall be defined to include, but not be limited to, conduct deemed contrary to the best interests of the Association, a violation of the Association’s Bylaws, Articles of Incorporation, or Policies and Procedures, conviction of a felony, acts of fraud or moral turpitude, or any other proper cause. Any Director who is the subject of a vote to remove him or her from the Director position shall be provided with reasonable written notice of the charges and the opportunity to respond to the charges in writing or in person at a meeting of the Regular members.
H. Place of Meeting. Meetings of the Board of Directors may be held at such place within or without Pennsylvania as the Board of Directors may from time to time appoint, or, in the case of special meetings, as may be designated by the President in the notice of the meeting.
I. Organization Meeting. Immediately after each annual election of a class of Directors or after any other meeting at which the entire Board of Directors is selected, the Board of Directors shall meet for the purpose of organization, election of officers, and the transaction of other business, at the place where said selection of Directors was held. Notice of such meeting need not be given.
J. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as shall be designated from time to time by resolution of the Board of Directors. At such meetings, the Directors shall transact such business as may properly be brought before the meeting. Notice of regular meetings of the Board shall be provided in writing to each member of the Board not less than ten (10) days prior to the scheduled meeting.
K. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, the Executive Committee or by five (5) or more of the Directors. Notice of each such meeting shall be given to each Director in writing at least five (5) days before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting as determined by the President.
L. Quorum, Manner of Acting, and Adjournment. Except as otherwise provided in Section K of this Article, a majority of the Directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every Director shall be entitled to one (1) vote and there shall be no proxy voting permitted. Except as otherwise specified in the Association’s Articles of Incorporation or these Bylaws or provided by statute, the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. In the absence of a quorum, a majority of the Directors present and voting may adjourn the meeting from time to time until a quorum is present. The Directors shall act only as a Board and the individual Directors shall have no power as such, except that any action which may be taken at a meeting of the 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-Treasurer of the Association.
M. Executive Committee. The Board of Directors shall, by resolution adopted by a majority of the Directors in office, establish an Executive Committee consisting of the President, Vice President, Secretary-Treasurer and the Immediate Past President. The Board may designate one or more Directors as alternate members of the Executive Committee, who may replace any absent or disqualified member at any meeting of the Executive Committee. In the absence or disqualification of a member, and the alternate or alternates, if any, designated for such member, of the Executive Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. The Executive Committee of the Board shall serve at the pleasure of the Board. The Executive Committee shall have and exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Association, and shall represent the Association in all contacts with the United States government, except that the Executive Committee shall not have the power or authority as to the following:
1. The submission to members of any action requiring approval of members under the Nonprofit Corporation Law of 1972.
2. The filling of vacancies in the Board of Directors.
3. The adoption, amendment or repeal of the Bylaws.
4. The amendment or repeal of any resolutions of the Board.
The establishment of the Executive Committee of the Board of Directors and the delegation thereto of power and authority shall not alone relieve any Director of a fiduciary duty to the Association.
A majority of the Directors in the office designated to the Executive Committee, or Directors designated to replace them as provided in this section, shall be present at each meeting to constitute a quorum for the transaction of business and the acts of a majority of the Directors in office designated to the Executive Committee or their replacements shall be the acts of the Executive Committee.
The Executive Committee should keep regular minutes of its proceedings and report such proceedings periodically to the Board of Directors. Sections J, K, and L shall be applicable to the Executive Committee of the Board of Directors. Any action taken by the Executive Committee between meetings of the Board of Directors shall be presented to the Board of Directors for review and ratification at the next scheduled meeting of the Board.
N. Other Committees and Task Forces. The Board of Directors may create and appoint members to such other committees and task forces as the Board shall deem necessary and appropriate to effectively and efficiently carry out the business of the Association. Such committees or task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board of Directors. Each member of a committee shall serve for one (1) year until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner dissolved. Vacancies in the membership of committees may be filled by the President. Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.
0. Interested Directors or Officers; Quorum. No contract or transaction between the Association and one or more of its members, Directors or officers, or between the Association and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers serve as directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the member, Director or an officer is present at or participates in the meeting of the Board of Directors which authorizes the contract or transaction, or solely because their votes are counted for such purpose if:
1. The material facts as to the relationship or 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 the affirmative votes of a majority of the disinterested Directors, even though the disinterested are less than a quorum, or
2. The contract or transaction is fair as to the Association as of the time it is authorized, approved or ratified, by the Board of Directors.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes a contract or transaction specified in this section, however, such interested Director(s) shall, after making his or her presentation to the Board, leave the meeting during the discussion by and vote of the Board of Directors on the disclosed transaction. The interested Director shall not be permitted to participate in the discussion or vote on the disclosed transaction. The minutes of the Board meeting shall reflect the disclosure made, the vote theron, the abstention from voting and participation by name, the content of the discussion, and whether the required quorum was present.
P. Fees. The Board shall be authorized and empowered to establish and pay reasonable compensation, consultant fees, per diem and expenses of all officers and Directors of the Association for services rendered on its behalf.
ARTICLE V – Notice – Waivers – Meetings
A. Notice. 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 or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission or electronic mail, to that person’s address (or telex, TWX, facsimile number or e-mail address) appearing on the books of the Association, or in the case of Directors or members of another body, as supplied by that person to the Association for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the U.S. Mail, or deposited with a telegraph office or courier service for delivery to such person or, in the case of telex, TWX, facsimile or electronic mail, when dispatched. Such notice shall specify the place, day and hour of the meeting and any other information which may be required by the Pennsylvania Nonprofit Corporation Law of 1988 (as amended) or these Bylaws.
When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
B. Waivers of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice,and attendance of a person at a meeting shall constitute a waiver of such notice, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
C. Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.
D. Exception to Requirement of Notice. Wherever any notice or communication is required to be given to any person under the provisions of the Association’s Articles of Incorporation, or these Bylaws or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required and there shall be no duty to apply for a license or other permission to do so.
E. Conference Telephone Meetings. One or more persons may participate in a meeting of the Board, of the Executive Committee 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.
F. Electronic Mail. Any written communication or signature required or permitted by these Bylaws or by the Pennsylvania Nonprofit Corporation Law of 1988 (as amended), including a unanimous written consent, shall be valid if sent and received by electronic mail.
G. Deemed Present in Person. Voting members who vote by mail (i.e. mail sent via US Postal Service), electronic mail, fax machine, or any other means of electronic or telephone transmission now existing or herafter coming into existence, or such additional means as may be authorized from time to time by the Pennsylvania Nonprofit Corporation Law, as amended shall be deemed present in person at any meeting of the membership to which the particular vote pertains.
ARTICLE VI – Officers
A. Number, Qualifications and Designation. The officers of the Association shall be the President, Vice President, the Secretary-Treasurer and other such officers as may be elected in accordance with the provisions of Section C of this Article. The offices of Secretary and Treasurer may be held by the same person. The President and Vice-President shall be Directors of the Association. The Secretary- Treasurer may, but need not be a Director of the corporation. All officers shall be natural persons of the age of 18 years or older.
B. Election and Terms of Office. The officers of the Association, except those elected by delegated authority pursuant to Section C of this Article, shall be elected annually by the Board of Directors by a majority vote of the Directors entitled to vote, and each such officer shall hold his/her office until the next annual organization meeting of Directors and until a successor shall have been elected and qualified, or until an earlier death, resignation or removal.
C. Subordinate Officers, Committees and Agents.
1 . The Board of Directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Association may require. The Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
2. The Board of Directors shall annually appoint an Executive Director who shall retain such appointment until the next annual organization meeting of Directors and until a successor shall have been appointed and qualified, or until an earlier death, resignation or removal. The Executive Director may, but not need be, a Director of officer of the Association and may, but not need be, a representative of a member of the Association. It shall be the duty of the Executive Director to give notice of and attend all meetings of the Association and its committees and keep a record of their doings, to conduct all correspondence and to carry into execution all orders, votes and resolutions not otherwise committed for execution to other officers, agents or employees; to keep a list of all the members of the Association; to collect any fees, annual dues and subscriptions; to notify members, Directors and officers of the Association of their election, to notify members of their appointment on committees; to furnish the Chairman of each committee with a copy of the vote under which the committee is appointed, and at the request of the Chairman, give notice of the meetings of the committee, to prepare, under the direction of the Board of Directors an annual report of the transactions and condition of the Association, and generally to forward the business and advance the interests of the Association. The Executive Director shall further keep an account of all moneys received and expended for the use of the Association, and shall make disbursements for regular operating expenses. The Executive Director shall deposit all sums received in a bank, or banks, or trust company approved by the Board of Directors, and make a report at the annual meeting when called upon by the President, and shall also have an audit made of the Association’s books by a Certified Public Accountant at least every other year. The funds, books, and vouchers kept by the Executive Director shall at all times be under the supervision of the Board of Directors, and subject to its inspection and control, and at the expiration of office shall deliver to any successor as Executive Director, or, in the absence of such a successor Executive Director, to the Secretary-Treasurer, all books, moneys and other property in the possession of the Executive Director.
D. Resignations. Any officer or agent may resign at any time by giving written notice to the Board of Directors, or to the President or the Secretary-Treasurer of the Association. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
E. Removal. Any officer of the Association may be removed, either for or without cause, by the Board of Directors or other authority which elected, retained or appointed such office, whenever in the judgment of such authority the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights of any person removed. Any officer who is the subject of a vote to remove him or her from such office shall be provided with reasonable written notice of the charges and the opportunity to respond to the charges in writing or in person at a hearing of the Board of Directors. The decision of the Board shall be final and binding.
F. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board of Directors or the officer or committee for which the power to fill such office has been delegated pursuant to Section C of this Article, as the case may be, and if the office is one for which these Bylaws prescribe a term, shall be filled for the unexpired portion of the term.
G. General Powers. All officers of the Association, as between themselves and the Association, shall respectively have such authority to perform such duties in the management of the property and affairs of the Association as may be determined by resolutions or orders of the Board of Directors, or, in the absence of controlling provisions in resolutions or orders of the Board of Directors, as may be provided in these Bylaws.
H. The President. The President shall be the chief executive officer of the Association and shall plan, direct and have a general supervision over the activities and operations of the Association appropriate to its purposes, subject, however, to the control of the Board of Directors. The President shall preside at all meetings of the members of the Association and of the Board of Directors and shall appoint all committees and the respective chairmen thereof, other than the Executive Committee, as may be required to conduct the business of the Association. The President shall be an ex-officio voting member of all such committees. The President shall have power to make leases for Association’s offices, employ managers thereof, employ or authorize the employment of such personnel as may be needed to carry on the work of the Association and purchase or authorize the purchasing of supplies and equipment, provided the expenditures for such purposes shall not exceed the appropriations fixed by the Board of Directors. The President shall sign, execute, and acknowledge, in the name of the Association, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these Bylaws, to the Executive Director or some other officer or agent of the Association, and, in general, shall perform all duties as from time to time may be assigned by the Board of Directors.
I. The Vice President. In the absence of the President, the Vice President shall perform the duties of the President and such other duties as may from time to time be assigned by the Board of Directors or by the President.
J. The Secretary-Treasurer. Except where the following duties are expressly delegated by the Board of Directors to others, or by these Bylaws to the Executive Director, the Secretary-Treasurer or an assistant secretary-treasurer shall attend all meetings of the members and of the Board of Directors and shall record all the votes of the Regular members and of the Directors and the minutes of the meetings of the members and of the Board of Directors and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Association as required by law, shall be the custodian of the seal of the Association and see that it is affixed to all documents to be executed on behalf of the Association under its seal, and, in general, shall perform all duties incident to the office of the Secretary-Treasurer, and such other duties as may from time to time be assigned by the Board of Directors or the President. The Secretary-Treasurer shall have or provide for the custody of the funds or other property of the Association and shall keep a separate book account of the same; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Association, shall deposit all funds in such banks or other places of deposit as the Board of Directors may from time to time designate; shall, whenever so required by the Board of Directors, render an account showing all transactions as Secretary-Treasurer, and the financial condition of the Association; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the President.
K. Officers’ and Executive Director’s Bonds.
1. The Board of Directors may, in its reasonable discretion, require that an officer give a bond for the faithful discharge of his or her duties, in such sum, if any, and with such surety or sureties as the Board may require. The premium for any such bond shall be paid by the Association.
2. If so directed by the Board of Directors, in its reasonable discretion, the Executive Director shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors shall designate. The premium for any such bond shall be paid by the Association.
L. Salaries. The salary of the Executive Director shall be fixed by and subject to the approval of the Board of Directors.
ARTICLE VII – Indemnification of Directors, Officers, Etc.
A. Directors and Officers; Third Party Actions. The Association shall indemnify any Director or officer of the Association who was or is a party (which, for the purposes of this Article, shall include the giving of testimony or similar involvement) or is threatened to be made a party to any third party proceeding (which, for the purposes of this Article, shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Association) by reason of the fact that such Director or officer was or is an authorized representative (which, for the purposes of this Article, shall mean a Director, officer, employee or agent of the Association, or a person serving at the request of the Association as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) of the Association, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Director or officer in connection with such third party proceeding if such Director or officer acted in good faith and in a manner reasonably believed by such Director or officer to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal third party proceeding (which, for the purposes of this Article, shall include any administrative or investigative proceeding leading to a criminal third party proceeding), had no reasonable cause to believe the conduct was unlawful, provided however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, and provided, further, however, in instances of a claim by or in the right of the Association, indemnification shall not be made under this Article in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Association unless and only to the extent that a court of competent jurisdiction determined upon application that despite the adjudication of liability The termination of any third party proceeding by judgment, order, settlement, filing of a criminal complaint or information, indictment, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal third party proceedings, had reasonable cause to believe that the conduct was unlawful.
B. Directors and Officer; Derivative Actions. The Association shall indemnify any Director or officer of the Association who was or is a party or is threatened to be made a party to any derivative action (which, for the purposes of this Article, shall mean any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such Director or officer was or is an authorized representative of the Association, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such Director or officer in connection with the defense or settlement of such derivative action if such Director or officer acted in good faith and in a manner reasonably believed by such Director or officer to be in, or not opposed to, the best interests of the Association and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of duty to the Association unless and only to the extent that the court of common pleas of the county in which the registered office of the Association is located or the court in which such derivative action was pending shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the court of common pleas or such other court shall deem proper.
C. Employees and Agents. An authorized representative of the Association other than a Director or officer of the Association may be indemnified by the Association or have expenses advanced in accordance with the procedures set forth in Sections A, B, D, E, and F of this Article. To the extent that an authorized representative of the Association other than a Director or officer of the Association has been successful on the merits or otherwise in defense of any third party or derivative action or in defense of any claim, issue or matter therein, such representatives shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such representative in connection therewith.
D. Procedure for Effecting Indemnification. Indemnification under Section A, B, or C of this Article (unless ordered by the court, in which case the expenses, including reasonable attorneys’ fees, of the authorized representative in enforcing such right of indemnification shall be added to and be included in the final judgment against the Association) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the authorized representative is required or proper in the circumstances because such representative has met the applicable standard of conduct set forth in Section A or B of this Article or has been successful on the merits or otherwise as set forth in Section C of this Article and that the amount repeated has been actually and reasonably incurred. Such determination shall be made:
1. By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such third party or derivative action, or
2. If such a quorum is not obtainable, or, even if obtainable a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion.
E. Independent Legal Counsel. For the purposes of this Article VII, independent legal counsel may be appointed by the Board of Directors, even if a quorum of disinterested Directors is not available, or by a person designated by the Board of Directors. Independent legal counsel shall not include any employee of the Association or any person who has or who is a member or employee of any firm which has rendered services to the Association during the preceding three (3) years. If independent legal counsel shall determine in a written opinion that indemnification is proper under this Article, indemnification shall be made without further action of the Board of Directors.
F. Advancing Expenses. Expenses incurred in defending a third party or derivative action shall be paid on behalf of a Director or officer, and may be paid on behalf of any other authorized representative, by the Association in advance of the final disposition of such third party or derivative action as authorized in the manner provided by Section VII-D of this Article upon receipt of an undertaking by or on behalf of the authorized representative to repay such amount unless it shall ultimately be determined that such representative is entitled to be indemnified by the Association as required in this Article or authorized by law. The financial ability of any authorized representative to make such repayment shall not be a prerequisite to the making of an advance.
G. Scope of Article. Each person who shall act as an representative of the Association shall be deemed to be doing so in reliance upon the rights of indemnification provided in this Article.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, agreement, vote of disinterested directors or otherwise, both as to action in the official capacity of such person and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Association and shall inure to the benefit of the heirs and personal representatives of such a person.
ARTICLE VIII – Miscellaneous
A. Legal Counsel. The President shall appoint, with the approval of the Board of Directors, a qualified legal counsel, who shall serve at the pleasure of the Board.
B. Corporate Seal. The Association shall have a corporate seal in the form of a circle containing the name of the corporation, the year of incorporation and such other details as may be approved by the Board of Directors.
C. Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such persons or persons as the Board of Directors may from time to time designate.
D. Contracts. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the Association, and such authority may be general or confined to specific instances.
E. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board of Directors shall from time to time determine.
F. Annual Report of Directors. The Board of Directors shall present annually to the members a report, verified by the President and Secretary-Treasurer or by a majority of the Directors, showing in appropriate detail the following:
1. The assets and liabilities, including the trust funds, of the Association as of the end of the fiscal year immediately preceding the date of the report.
2. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
3. The revenue or receipts of the Association, both unrestricted and restricted to particular purpose, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Association.
4. The expenses or disbursements of the Association, 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 Association.
5. The number of members of the Association 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 statement of the place where the names and addresses of the current members may be found.
The annual report of the Board of Directors shall be filed with the minutes of the meetings of membership.
G. Amendment of By-Laws.
1. These Bylaws may be amended at any meeting of the Association at which a quorum of the Regular membership is present, by an affirmative vote of two-thirds (2/3) of the votes cast by the Regular members present, acting upon written notice setting forth the substance of proposed amendment(s) served on each Regular member not less than (14) days before the meeting of the Association at which the vote shall be taken.
2. These Bylaws may also be amended by written ballot sent by US Mail, facsimile or electronic mail to each Regular member setting forth the substance of the proposed amendment(s). Adoption of the proposed Bylaw amendment(s) shall require an affirmative vote of two-thirds (2/3) of the Regular members acting upon the written ballot within thirty (30) days of the date the ballot is sent by US Mail, facsimile or electronic mail.
Adopted: October 1980
Amended: June 1997
Amended: April 2000
Amended: September 2001
Amended: February 2002
Amended: December 2004
Amended: October 2013
Amended: October 2014