YORK COUNTY BAR FOUNDATION
Article I Name
Section 1.01 Name ‑ The name of the Corporation shall be the York County Bar Foundation (hereafter referred to as "Corporation").
Article II Form of Corporation
Section 2:01 Nonprofit Corporation ‑ The Corporation is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988.
Article III Purpose
Section 3:01 Purpose ‑ The purposes of the Corporation shall be those purposes stated in the Corporation's Articles of Incorporation and such other purposes as may be permitted to non‑profit corporations under the Pennsylvania Nonprofit Corporation Law of 1988, including, but not limited to the following: to provide legal and related services to disadvantaged residents of York County regardless of their ability to pay, within the limits of the Corporation's resources, to promote the fair and efficient administration of the judicial and legal systems, to provide educational and informative seminars, programs and projects to legal professionals, members of the judiciary and to the public, to provide grants and financial support to projects consistent with the foregoing purposes, to own and maintain real estate to advance the foregoing purposes and to solicit funds and support for advancement of all of the foregoing purposes. No part of the Corporation's net earnings shall inure to the benefit of any contributor, director, officer, or other individual; no substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, except to the extent permitted by Section 501(h) of the Internal Revenue Code of 1986 (and any subsequent amendment thereto); the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office; and upon any dissolution or winding‑up of the Corporation, its assets remaining after all debts and expenses have been paid or provided for shall be distributed by the Board of Directors to the agency or agencies designated successor if it then is an organization qualifying for the exemption afforded organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (and any subsequent amendment thereto). Notwithstanding any other provisions hereof, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization which is tax exempt as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (and any subsequent amendment thereto). The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise.
Article V Board of Directors
Section 5:01 General Powers ‑ The Corporation having no members, all rights of members as set forth under the Nonprofit Corporation Law of 1988 are assumed by the Board of Directors pursuant to Section 5751 of said law. The business and affairs of and the responsibility and authority for governing the Corporation shall be vested in the Board of Directors.
Section 5:02 Number and Qualifications of Directors ‑ The Board of Directors shall be composed of the President of the Corporation, the immediate past President of the Corporation and eleven (11) other persons. Not less than seven (7) members of the Board of Directors shall be members of the York County Bar Association. The Board of Directors, by resolution adopted by a majority of its members, may change the number of persons composing the Board of Directors at any regular meeting or at any special meeting called for such purpose.
Section 5:03 Election ‑ All Directors shall be elected by majority of the members of the Board of Directors. Directors shall serve until their terms expire or until their replacements are elected, whichever shall last occur.
Directors shall take office upon their election. The members of the Board of Directors shall be elected for terms of three (3) years. One‑third of the Board shall be elected each year at the annual meeting of the Corporation.
Section 5:04 Re‑Election ‑ No Director shall serve more than three (3) consecutive terms. After at least one year has intervened, a former Board member may be elected to Board membership.
Section 5:05 Resignation or Disqualification ‑ Any Board member of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation. The resignation shall take effect at the time specified in such notice and the acceptance of the resignation shall not be necessary to make it effective. Any Board member who fails to attend at least 50 percent of meetings during a one year period or three (3) consecutive meetings without adequate cause shall be deemed to have resigned from the Board and shall be notified of such by the President.
Any Board member who is not acting in a manner that promotes the purposes of the Corporation shall be removed by majority vote of the Board of Directors.
Section 5:06 Vacancies on the Board of Directors ‑ During the periods between annual meetings of the Corporation, the Board of Directors shall have the power to fill any vacancy on the Board for the balance of any unexpired term. Any person elected to fill an unexpired term, shall be considered to have filled a full term if the unexpired term is for half or more than half of the full term. If, however, the unexpired term is for less than half of the full term, the director shall be eligible for three (3) full terms.
Section 5:07 Honorary Members; Ex-offico Member ‑ Honorary members of the Board of Directors may be elected at the discretion of the Board. They may attend all meetings but shall have no vote on the Board. The President of the York County Bar Association (or his or her designee) shall be an ex-officio member of the Board of Directors without vote.
Section 5:08 Duties ‑ It shall be the duty of each Board member to attend all regular meetings and special meetings of the Board and to serve on committees as appointed according to special interests or abilities.
Section 5:09 Annual Meeting ‑ The annual meeting of the Corporation shall be in January of each year. It shall be for the purpose of the election of Board members and officers, for review the past year's operations, and for the disposition of such other business as shall come before the Board of Directors.
Section 5:10 Regular Meetings ‑ A minimum of four (4) regular meetings of the Corporation shall be held annually. Notice shall be given each Board member at least ten (10) days before the meeting.
Section 5:11 Special Meetings ‑ Special Meetings of the Board of Directors may be called by the President at any time or they may be called by the Secretary at the written request of a majority of Directors. Notice shall be given each Director by mail or personally at least five (5) days beforehand. This notice shall specifically set forth the place, day, and hour of the meeting as well as the purpose of the meeting. No business except that specified in the notice of the meeting shall be transacted.
Section 5:12 Quorum, Voting, and Manner of Acting ‑ A quorum of the Board of Directors at any regular or special meeting shall be one‑half of the members of the Board. The vote of the majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. A Director who is present at the meeting in which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he/she votes against such action or abstains from voting. The Board of Directors shall act only as a Board and the individual Board members shall have no power as such.
Section 5:13 Conflict of Interest ‑ Members of the Board of Directors shall be deemed fiduciaries in their relationship with the Corporation and as such shall not use their position to derive any profit or gain, directly or indirectly, by reason of membership on the Board of Directors of the Corporation, and shall not become involved in any business interest or transaction for services or goods with the Corporation without disclosing such business interest, and shall refrain from participation in decisions which may reflect a conflict of interest. All members of the Board of Directors shall have an obligation to disclose any conflict of interest that such person may have during a tenure of office so the business interest of the Corporation will be preserved. Further, it shall be the obligation of each member of the Board of Directors to disclose from time to time any conflict of interest which may arise in the course of the regular conduct of the business affairs for the Corporation.
Article VI Officers
Section 6:01 Number ‑ The officers of the Corporation shall be President, Vice President, Secretary and Treasurer. The officers may be but are not required to be chosen from the membership of the Board of Directors and, except for the President shall not become voting members of the Board of Directors by reason of their election as officers unless elected to the Board under Article V of these Bylaws.
Section 6:02 Election of Officers ‑ The officers of the Corporation shall be elected by the Board of Directors at its annual meeting. Election shall be by ballot if there are nominations from the floor; otherwise, the secretary may be directed to cast the ballot for the single slate presented. Officers elected shall take office at the close of the meeting at which they were elected.
Section 6:03 Term ‑ The term of office shall be one (1) year for all officers. The President and Vice President may succeed themselves in office, for not more than three consecutive terms in office. Other officers may succeed themselves in office without limitation.
Section 6:04 Removal or Vacancy ‑ Any officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the entire Board of Directors whenever in its judgment, the best interests of the Corporation will be served thereby. If the office of any officer or agent becomes vacant for any reason, the Board of Directors shall fill the vacancy by election by majority vote at a special meeting or at the next regular meeting. The successor shall hold office for the unexpired term in respect of which such vacancy occurred.
Section 6:05 The President ‑ The President shall preside at all meetings of the Board of Directors and see that all business is brought before the Board of Directors that may require its consideration.
The President shall appoint all committee chairpersons and committee members with the approval of the Board of Directors. The President shall see that all decisions and resolutions of the Board are carried into effect, subject to the right of the Board to delegate any specific powers except as may be exclusively conferred by statute to the President, to any other officer or officers of the Corporation.
Section 6:06 Vice President ‑ The Vice President shall perform the President's duties whenever the President is unable to perform his or her duties.
Section 6:07 The Secretary ‑ The Secretary shall take all minutes at meetings of the Board of Directors and shall keep such records at the office of the Corporation. The Secretary shall send or cause to be sent notice of all meetings of the Board.
The Secretary shall have charge of all correspondence for the Board and keep a record of the attendance of the Board members at the meetings and cause for absence. The Secretary shall present resolutions as deemed essential to the functioning of the Corporation.
Section 6:08 The Treasurer ‑ The Treasurer shall (i) advise the Board regarding the overall finances of the Corporation, its funds and securities, (ii) present reports to the Board regarding the Corporation's financial condition, and (iii) submit an annual financial report.
Section 6:09 Assistant Officers ‑ The President may appoint an Assistant Secretary or Assistant Treasurer, for such periods, not to exceed two years, as the President may deem appropriate for the purposes of the Corporation.
Section 6:10 Vacancy ‑ The Board of Directors shall have power to fill any vacancy occurring between meetings in the position of officer under the same conditions as set forth in Article V, Section 5:06.
Article VII Committees
Section 7:01 Standing Committees ‑ The Corporation shall have the following standing committees:
a. Grants Committee;
b. Bar Center Committee;
c. Bylaws Committee;
d. Nominating Committee;
e. Committee on Pro Bono Legal Services;
f. Finance and Budget Committee;
g. Public Service Committee;
h. Fundraising Committee;
i. Richard Noll Scholarship Committee;
j. Law Day Committee;
k. Endowment Committee; and
l. Diversity Pipeline Scholarship Fund Committee.
Section 7:02 Appointment and Term ‑ The members and chairpersons of each committee shall be appointed by the President, in consultation with the president and Executive Director of the York County Bar Association, for one year terms.
Section 7:03 Meeting, Voting, and Manner of Acting ‑ Each committee shall carry out the responsibilities designated in this Article VII and such other duties as the Board may assign.
The committee shall report recommendations to the Board of Directors for approval.
The chairperson of the committee shall be responsible to see that minutes of all meetings are taken and filed in the office of the Corporation. Each committee shall meet as necessary, as called by the Board, any officer of the Corporation or the Committee chairperson.
Section 7:04 Grants Committee ‑ The Grants Committee shall (a) establish and implement a procedure, subject to the approval of the Board of Directors, for the submission and awarding of grants of financial support consistent with the purpose of the Corporation; (b) evaluate grant submissions and applications and make recommendations with respect to same to the Board of Directors; and (c) perform such related actions as may be necessary from time to time.
Section 7:05 Bar Center Committee ‑ The Bar Center Committee shall oversee the maintenance, repair, decoration, equipping, management and operation of the Corporation's real estate and physical facilities.
Section 7:06 Bylaws Committee – The Bylaws Committee will periodically review the Bylaws of the Corporation and the Corporation’s compliance with the Bylaws, make recommendations to the Board with respect to such revisions as may be appropriate with respect to the Bylaws and take such other actions as the President or the Board of Directors may direct with respect to the Bylaws.
Section 7:07 Nominating Committee – The Nominating Committee shall submit nominations to the Board of Directors for any vacancies on the Board or in any office of the Corporation not less than forty-five (45) days prior to the annual meeting of the Board .
Section 7:08 Committee on Pro Bono Legal Services ‑ The Committee on Pro Bono Legal Services shall oversee a program or programs for the provision of pro bono or reduced fee legal services to disadvantaged persons resident in York County.
Section 7:09 Finance and Budget Committee – The Finance and Budget Committee shall be chaired by the Treasurer of the Corporation and shall be responsible for:
a. Formulating and recommending financial policies to the Board of Directors;
b. Preparing, reviewing and recommending to the Board of Directors an annual operating and capital budget for the Corporation; and
c. Advising the Board of Directors on all business and financial matters including:
i. Periodic review of the financial position of the Corporation;
ii. Compilation of the annual financial statements of the Corporation; and
iii. Investments and other assets of the Corporation.
Section 7:10 Public Service Committee ‑ The Public Service Committee shall engage in programs and projects for the benefit and edification of the public which are consistent with the purposes of the Corporation.
Section 7:11 Fundraising Committee ‑ The Fundraising Committee shall oversee all efforts and initiatives of the Corporation to raise funds to carry out the purposes of the Corporation and enhance its endowment, and shall make recommendations to the Board of Directors with respect to fundraising activities.
Section 7:12 Richard Noll Scholarship Committee ‑ The Richard Noll Scholarship Committee shall make recommendations to the Board of Directors consistent with the purposes for which the Richard Noll Scholarship Fund was established, shall evaluate applications for scholarship grants and shall make recommendations with respect to the management and investing of such funds as may be deposited in the Richard Noll Scholarship Fund.
Section 7:13 Law Day Committee ‑ The Law Day Committee shall be responsible for presentation of a program or programs commemorating National Law Day in York County.
Section 7:14 Endowment Committee – The Endowment Committee shall oversee, manage and provide stewardship with respect to the funds of the corporation which are designated by the Board of Directors as part of the corporation’s endowment fund or are otherwise not intended to be disbursed within one year of receipt.
Section 7:15 Diversity Pipeline Scholarship Fund Committee. The Diversity Pipeline Scholarship Fund Committee shall be responsible for administration of the Diversity Pipeline Scholarship Fund shall make recommendations to the Board of Directors consistent with the purposes for which the Diversity Pipeline Fund was established, shall evaluate applications for scholarship grants and shall make recommendations with respect to management and investing of such funds as may be deposited in the Diversity Pipeline Scholarship Fund.
Section 7:16 Special Committees ‑ The Board of Directors may authorize the appointment of special committees from time to time as shall be necessary. The chairperson of any such special committee shall be a Board member. Directors may be appointed as members of a special committee as appropriate to the nature of such special committee. The members of such special committees shall serve until they complete the project or assignment for which they were appointed and have submitted a final report to the Board.
Article VIII Books and Records
Section 8:01 Type of Books ‑ The Corporation shall keep:
a. An original record of the proceedings of all meetings of the Board of Directors and its committees.
b. The original or a copy of its By‑Laws, including all amendments thereto by date, certified by the Secretary of the Corporation.
c. An original register of the members of the Board of Directors and committee members, giving their addresses, the date on which their respective terms expire and other details as required.
d. Appropriate, complete and accurate books of account.
Section 8:02 Place ‑ The records provided for herein shall be kept at the Corporation's principal place of business.
Section 8:03 Financial Statement Review ‑ The books and financial statements of the Corporation shall be reviewed annually by a certified public accountant and a report shall be filed with the records of the Corporation.
Article IX Fiscal Year
Section 9:01 Fiscal Year – The fiscal year of the Corporation shall end on December 31st of each year.
Article X Transaction of Business
Section 10:01 Property ‑ The Corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of real property unless authorized by a majority vote of the Board of Directors.
Section 10:02 Contracts. ‑ Unless authorized to do so by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract, or to pledge its credit, or to render it liable for any purpose or to any amount. Upon approval of the Board of Directors, the President or any two of the following officers are authorized to enter into contracts in the name of and on behalf of the Corporation: Vice President, Treasurer and Secretary. The Board of Directors may by proper resolution authorize other officers to execute and deliver contracts or other instruments.
Section 10:03 Checks or Drafts ‑ All checks or demands for money and notes of the Corporation shall be signed by such officer or officers, employee, or employees as the Board of Directors from time to time may designate.
Article XI Annual Report
Section 11:01 An annual report shall be published which is verified by the President and Treasurer or by a majority of the Board of Directors showing appropriate details related to the fiscal and program operations of the Corporation so as to inform the public. The financial statements included therein shall be reviewed by a certified public accountant. This report shall be filed with the minutes of the Annual Meeting.
Article XII Amendments
Section 12:01 These By‑Laws may be amended, modified or revised by a majority vote of the members of the Board of Directors, provided copies of proposed amendments, modifications or revisions have been sent to each Director ten (10) days before such meeting. The By‑Laws shall be reviewed from time to time and revised as needed.
Article XIII Parliamentary Authority
Section 13:01 Robert's Rules of Order Revised shall be the parliamentary authority for all matters of procedure not specifically covered by the By‑Laws or specified in rules of procedure adopted by the Corporation.
Article XIV Indemnification
Section 14:01 The Corporation shall indemnify each of its directors, officers, and employees whether or not then in service as such, as well as their executors, administrators, personal representatives and heirs, against all reasonable expenses actually and necessarily incurred by them in connection with the defense of any litigation to which the individual may have been a party because they are or were a director, officer or employee of the Corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Corporation for gross negligence or willful misconduct in the performance of his or her duties, or were derelict in the performance of his or her duties as director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of their office or employment. The right to indemnity for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.
The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such director, officer or employee may be entitled.
Article XV Effective Date
Section 15:01 These By‑Laws are effective as of the latest date of revision as noted below and shall replace any previous By‑Laws. Any amendment, modification or revision of the By‑Laws shall be effective upon adoption thereof as set forth in Article XII.
Adopted 11/4/94 by Board of Directors of The York County Bar Foundation
Amended 1/11/96, 1/16/97, 10/9/98, 1/12/01, 07/12/02, 9/12/03 and 9/14/07 by Board of Directors of The York County Bar Foundation