By-Laws
NON-PROFIT CORPORATION BY-LAWS
OF THE
PHILADELPHIA REGION ORGANIZATION DEVELOPMENT NETWORK
(PRODN)
ARTICLE 1
1.1 NAME
The name of this Corporation is PHILADELPHIA REGION ORGANIZATION DEVELOPMENT
NETWORK (PRODN), hereinafter referred to as the Corporation.
1.2 SEAL
The Board of Directors may designate and change the form of the seal or the inscription
thereon at its pleasure.
1.3 PRINCIPAL OFFICES
The principal office of the Corporation is located in Chester County, Pennsylvania,
at an address to be designated by the Board of Directors. The Corporation may
also maintain offices at such other places as the Board of Directors may from
time to time determine.
ARTICLE 2
NONPROFIT PURPOSES
2.1 INCORPORATION OF SECTION 501(c)(6) PURPOSES
This Corporation is organized exclusively for one or more of the purposes as specified
in Section 501(c)(6) of the Internal Revenue Code, including, for such purposes,
the making of distributions to organizations that qualify as exempt organizations
under Section 501(c)(6) of the Internal Revenue Code. The Corporation shall not
be organized for profit and no part of the net earnings of the Corporation shall
inure to the benefit of any member or individual.
2.2 SPECIFIC CORPORATE OBJECTIVES AND PURPOSES
The specific objectives and purposes of the Corporation shall be:
(a) to provide a collegial forum for professional development and dialogue for
Organization Development practitioners and enthusiasts from all sectors and levels
of experience.
(b) to provide opportunities for sharing information about professional activities,
exchanging ideas and experiences, and learning new methods and approaches from
experts and colleagues in the field of Organization Development.
(c) to support its members' quests to deliver high quality Organization Development
services and products to their clients.
ARTICLE 3
MEMBERSHIP
3.1 CLASSES OF MEMBERS
The Corporation shall have two (2) classes of members, Regular Members and Student
Members. An individual shall become a Regular Member by submitting a membership
application and paying the annual dues. An individual is eligible to be a Student
Member if he or she meets the criteria of Regular Membership and is currently
enrolled as a full-time student in a college or university.
3.2 DUES
Each member of the Corporation shall submit an new application and pay dues annually
in amounts as determined by the Board of Directors. Dues shall be non-refundable.
Failure to pay dues by a cut-off date determined by the Board of Directors shall
result in termination of membership.
3.3 RIGHTS OF MEMBERS
Each member of the Corporation shall have the right to cast one vote on all actions
for which members have the right to vote. The right of a member to vote and all
his or her rights, title and interest in and to the Corporation shall cease on
the termination of his or her membership. No member shall be entitled to share
in the distribution of the Corporation assets upon the dissolution of the Corporation.
3.4 TERMINATION OF MEMBERSHIP
The Board of Directors by affirmative vote of two-thirds of all of the members
of the Board, may expel a member for cause.
3.5 RESIGNATION OF MEMBERS
Any member may resign from the Corporation by delivering a written resignation
to the President or Secretary of the Corporation.
3.6 TRANSFER OF MEMBERSHIP
Membership in the Corporation is not transferable or assignable.
3.7 ANNUAL MEETINGS
The annual meeting of the members of the Corporation shall be held in the month
of May for the purpose of electing directors and transacting such other business
as may properly come before the meeting.
3.8 SPECIAL MEETINGS
Special meetings of the members may be called at any time by the President, and
shall be called by the President or Secretary at the written request of a majority
of the Board of Directors or by the written request of one-tenth of the members
of the Corporation.
3.9 PLACE OF MEETINGS
The Board of Directors may designate any place, either within or without the State
of Pennsylvania, as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. If no designation is made or if a special
meeting be otherwise called, the place of meeting shall be the registered office
of the Corporation in the State of Pennsylvania.
3.10 NOTICE OF MEETINGS
Notice of the annual or any special meeting of members, stating the purpose or
purposes of the meeting and the time and place where it is to be held, shall be
sent by mail, not less than ten days nor more than thirty days before the meeting,
to each member entitled to vote at such meeting.
3.11 QUORUM
At any meeting of the members of the Corporation, the presence in person of five
per cent (5%) of the members entitled to vote at such meeting shall be necessary
to constitute a quorum for all purposes except as otherwise provided by law, and
the act of a majority of the members present any meeting at which there is a quorum
shall be the act of the full membership except as may be otherwise specifically
provided by statute or by these by-laws. In the absence of a quorum, or when a
quorum is present, a meeting may be adjourned from time to time by a vote of a
majority of the members present in person without notice other than by announcement
at the meeting and without further notice to any absent member.
3.12 MANNER OF ACTING
A majority of the votes entitled to be cast on a matter to be voted upon by the
members present at a meeting at which a quorum is present shall be necessary for
the adoption of the matter thereof unless a greater proportion is required by
law or by these by-laws.
ARTICLE 4
BOARD OF DIRECTORS
4.1 ELECTION
The business and property of the Corporation shall be managed and controlled by
a Board of Directors which shall also be known as "The Steering Committee".
The Board of Directors shall be elected by the members to hold office until the
expiration of their term of office or until the election and qualification of
their respective successors, except as hereinafter otherwise provided for filling
vacancies. The Directors, other than the initial Board of Directors, shall be
elected every two (2) years as their term expires and shall be chosen by ballot
by a majority of the votes of the members voting in person at the Annual Meeting.
4.2 NUMBER
The number of directors of the Corporation shall consist of no less than five
(5) and no more than fifteen (15) individuals, each of whom shall be a member
in good standing of the Corporation.
4.3 INITIAL BOARD OF DIRECTORS
The initial Board of Directors shall consist of eleven (11) members. Five (5)
members of the initial Board of Directors shall serve a term of one (1) year and
the other six (6) members shall serve for a term of two (2) years.
4.4 DUTIES, POWERS AND COMMITTEES
(a) The Board of Directors shall be responsible for the control and management
of the affairs, property and interests of the Corporation, for keeping the organization
informed of all activities of the Corporation, and for planning and supporting
programs and activities consistent with the Corporation's purposes.
(b) The Board of Directors may create and appoint committees to assist the Directors
in the conduct of the Corporation's affairs.
4.5 ANNUAL MEETINGS
The annual meeting of the Board of Directors for each year shall be held following
the annual meeting of the members.
4.6 SPECIAL MEETINGS - NOTICE
Special meetings of the Board of Directors shall be held whenever called by the
President, or by the Executive Committee, at such time and place as may be specified
in the respective notices or waivers of notice thereof, provided that at least
four such special meetings of the Board of Directors shall be held each year.
Notice of such special meetings shall be provided to each Director at least five
(5) days before the day on which the meeting is to be held.
4.7 QUORUM
A majority of the directors shall constitute a quorum for the transaction of business,
and all actions of the Board of Directors shall be taken by consensus, or if a
consensus cannot be achieved, by a majority vote.
4.8 VACANCIES
Any vacancy in the Board of Directors may be filled for the unexpired portion
of the term by a majority vote of the remaining directors, at any special meeting
of the Board of Directors.
4.9 REMOVAL OF DIRECTORS
Any director may be removed from office by the affirmative vote of a majority
of the full membership, registered in person, at any regular or special meeting
called for that purpose, with or without cause. Any such director proposed to
be removed shall be entitled to at least five (5) days notice in writing by mail
of the proposed removal and of the meeting time and place at which such removal
is to be voted upon and shall be entitled to appear before and be heard at such
meeting.
4.10 CHAIR
At all meetings of the Board of Directors, the President or Vice-President, or
in their absence, a chair chosen by the directors present, shall preside.
4.11 CONFLICT OF INTEREST
It is recognized that occasions may arise when a member of the Board of Directors
or an Officer of the Corporation has a financial interest in a contract of transaction
upon which action is to be taken or withheld by such Board of Directors or a committee
thereof. It is the policy of the Corporation and of its Board of Directors that:
(a) Any material facts as to such financial interest shall be disclosed by such
member or officer to the members of such Board of Directors or committee. Such
disclosure shall be recorded in an annual conflict of interest statement signed
by such member and officer or, if not previously disclosed in such statement,
when the matter at interest comes up for action by such Board of Directors or
committee.
(b) The member or officer having such financial interest on any matter shall not
vote or use any personal influence in regard to that matter (except that the member
may state a position on the matter and respond to questions about it); however,
such member or officer may be counted in determining the quorum for the meeting
at which the matter is voted upon. The minutes of the meeting shall reflect that
the disclosure was made and the abstention from voting.
(c) The Board of Directors or committee may authorize any contract or transaction
between the Corporation and any such member or officer, or between the Corporation
and any Corporation, association, or other organization in which such member or
officer is a Director or officer or has a financial interest, unless such contract
or transaction would be in violation of applicable law, including Section 7728
of the Pennsylvania Corporation Not-For-Profit Code.
4.12 COMPENSATION
Directors shall not receive any stated salary for their services as such, but
by resolution of the Board of Directors a fixed reasonable sum or expenses of
attendance, if any, or both, may be allowed for attendance at each regular meeting
or special meeting of the Board of Directors.
ARTICLE 5
OFFICERS
5.1 NUMBERS, QUALIFICATIONS, ELECTION AND TERM OF OFFICE
(a) The officers of the Corporation shall consist of a President, a Vice-President,
a Secretary, a Treasurer and such other officers with such powers and duties not
inconsistent with these By-Laws as may be appointed and determined by the Board
of Directors. Any two officers, except those of President and Vice-President,
may be held by the same person.
(b) Officers of the Corporation shall be elected by the Board of Directors at
its annual meeting, and in such case, from among the members of the Board of Directors.
(c) Each officer shall hold office for one year, except as may previously be determined
in the notice of his or her election, which determination shall be made by the
Board of Directors or by a nominating committee at the time of nomination, and
shall serve until his or her successor shall have been elected and qualified.
5.2 VACANCIES
A vacancy in any office not otherwise provided for shall be filled for the unexpired
portion of the term by the Board of Directors at any regular or special meeting.
5.3 PRESIDENT
The President, who shall also be known as the "Regional Chair" shall
be the chief executive officer of the Board of Directors, shall have general charge
of the business, affairs and property of the Corporation in its general operation,
and shall do and perform such other duties as may be assigned to him or her by
the Board of Directors, and shall by an ex-officio member of all committees.
5.4 VICE-PRESIDENT
During the absence or disability of the President, the Vice-President, who shall
also be known as the "Regional Co-Chair", shall exercise all the functions
of the President and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. If the office of the President should
become vacant, the Vice-President shall assume such office for the unexpired term.
The Vice-President shall have such powers and discharge such duties as may be
assigned to him or her from time to time by the Board of Directors.
5.5 SECRETARY
The Secretary shall:
(a) Keep or cause to be kept a record all the proceedings of the meetings of members
and of the Board of Directors and of the Executive Committee;
(b) cause all notices to be duly given in accordance with the provisions of the
By-Laws and of the Executive committee;
(c) In general, perform all duties incident to the office of the Secretary.
5.6 TREASURER
The Treasurer shall:
(a) Have charge of and supervision over and be responsible for the funds, securities,
receipts and disbursements of the Corporation;
(b) Keep, or cause to be kept, all the books of account of all the business and
transactions of the Corporation;
(c) Render to the President, or the Board of Directors, and to the members, whenever
requested, a statement of the financial condition of the Corporation and of all
his or her transactions as Treasurer, and render a full financial report, based
on the books and accounts audited annually by a certified or other public Corporation
accountant, or an auditing committee, at the annual meeting of the Board of Directors;
and
(d) In general, perform all duties incident to the office of the Treasurer.
5.7 REMOVAL OF OFFICERS
Any officer may be removed from office by the affirmative vote of two-thirds of
the Board of Directors, at regular or special meeting called for that purpose,
with or without cause. Any such officer proposed to be removed shall be entitled
to at least five days notice in writing by mail of the proposed removal and of
the meeting time and place at which such removal is to be voted upon and shall
be entitled to appear before and be heard at such meeting.
5.8 CHECKS AND BONDS
The President, Vice-President, Treasurer, or any other officer designated by the
Board of Directors, shall be authorized to sign checks and drafts of the Corporation.
Any check in an amount over $500.00 shall require the signatures of at least two
of the above officers. At the discretion of the Board of Directors, the above
officers may also be required to give bond for the faithful discharge of their
duties in such sum and with such surety as the Board of Directors may determine,
the expense of such bonding to be paid by the Corporation, provided that a bond
may dispensed with the Board of Directors if the monthly average of funds on hand
does exceed $5000.00.
ARTICLE 6
COMMITTEES
6.1 APPOINTMENT
The Board of Directors shall appoint all committees except the nominating committee,
which shall be composed of the President, Vice-President and at least two others,
including a one member who is not a member of the Board of Directors as Committee
Chair.
6.2 EXECUTIVE COMMITTEE
The Board of Directors by resolution adopted by a majority of the full Board of
Directors, may designate two or more of its members to constitute an Executive
Committee. The Executive Committee shall elect a presiding officer from its members
and may fix its own rules of procedure which shall not be inconsistent with these
By-Laws. The designation of such committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed by law.
6.3 STANDING COMMITTEES
There shall be the following standing committees in addition to the Executive
Committee: (1) Nominating, (2) Member Support, (3) Programs, (4) Special Events
(5) Communications, and (6) Finance.
6.4 SPECIAL COMMITTEES
Special committees may be appointed from time to time by the Board of Directors.
6.5 NOMINATING COMMITTEE
The Nominating Committee shall prepare and submit, one month prior to the annual
meeting, a slate of directors for election at the annual meeting of the members.
6.6 SPECIAL INTEREST GROUPS
Groups of members formed to pursue common interests may be recognized from time
to time by the Board of Directors.
ARTICLE 7
AMENDMENTS
7.1 BY BOARD OF DIRECTORS
Except as provided in Section 7.2, the Board of Directors shall have the power
to amend or alter the By-Laws by an affirmative vote of two-thirds of the Board
of Directors, at any regular or special meeting called for the purpose. Any member
of the Corporation shall be entitled to at least five days notice in writing by
mail of the proposed amendment and of the meeting time and place at which such
amendment is to be voted upon, and shall be entitled to appear before and be heard
at such meeting.
7.2 BY MEMBERS
Individual members shall have the power to amend or alter the By-Laws, if the
proposed amendment or alteration is approved by the affirmative vote of two-thirds
of the individual members in good standing of the Corporation at a special meeting
called for the purpose upon not less than fourteen (14) days prior notice.
ARTICLE 8
INDEMNIFICATION AND INSURANCE
8.1 SCOPE OF INDEMNIFICATION
The Corporation shall indemnify such persons as it may indemnify under Subchapter
Corporation of Chapter 77 of the Corporation Not-For-Profit Code ("Code"),
subject to the provisions of such Subchapter. The Corporation shall also indemnify
any representative against expenses actually and reasonably incurred by such representative
in the successful defense in any suit, to the extent required by Section 7743
of the Code.
8.2 INSURANCE
The Board of Directors may authorize, by a vote of a majority of the whole Board
of Directors, the Corporation 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 Corporation,
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 Corporation would have the
power to indemnify him or her against such liability under the provision of Subchapter
Corporation of Chapter 77 of the Code.
ARTICLE 9
RULES OF PROCEDURE
The Board of Directors of the Corporation may establish rules of procedure for
its meetings which shall not be inconsistent with these By-Laws.
The rules of procedure may be suspended by majority vote of those present and
voting at any meeting.
ARTICLE 10
MISCELLANEOUS
10.1 BANK ACCOUNT
The funds of the Corporation shall be deposited or kept with a bank or trust company
selected by the Board of Directors. Such funds shall be disbursed upon the order
or orders of such officers as may be prescribed by the Board of Directors.
10.2 FISCAL YEAR
The fiscal year of the Corporation shall be July 1 through June 30.
Adopted: December 16, 1996
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