PENNSYLVANIA ASSOCIATION OF COUNTY HUMAN SERVICES
ADMINISTRATORS, INC.
Adopted December 2000
I. Name of Organization
The organization shall be known and referred to as the Pennsylvania
Association of County Human Services Administrators, Inc. (the
"Association").
II. Organizational Purposes
The Association is incorporated under the Nonprofit Corporation Law of 1988
of the Commonwealth of Pennsylvania, as amended (the "PaNPCL"), and
the Association does not contemplate pecuniary gain or profit, incidental or
otherwise. The Association is an instrumentality of political subdivisions
of the Commonwealth of Pennsylvania and the nature of the activities to be
conducted, and the purposes to be promoted exclusively shall be within the
purview of Sections 115(1) and 501(c)(4) of the Internal Revenue Code of 1986,
as amended, or the corresponding provisions of any subsequent tax laws of the
United States (the "Code"). The Association shall be operated
exclusively for the promotion of social welfare within the meaning of Section
501(c)(4) of the Code. Without limiting the generality of the foregoing,
the purposes of the Association shall be:
A. To serve as a vehicle for human services agencies of county governments in
the Commonwealth of Pennsylvania to improve human services systems by the
promotion of integrated and coordinated approaches to human services delivery.
B. To do all things which may be necessary, appropriate or convenient to the
achievement of the foregoing purposes and which may lawfully be done by a
nonprofit corporation under and pursuant to the laws of the Commonwealth of
Pennsylvania and which are not otherwise prohibited under its Articles of
Incorporation or these Bylaws.
III. Organizational Structure
A. County
A county is defined as a geographic area in which member agencies have been
designated by County Commissioners and/or County Executive.
B. Members:
1. Full Members
Full Members have voting privileges. The principle of "one
county-one vote" shall prevail. Full Members may chair committees and
hold positions on the Executive Committee of the Association. To be eligible for
full membership, the agency must be designated by the County Commissioners or
County Executive.
2. Trial Members
A Trial Member is a dues paying member as established by the organization and
may participate in general discussions, but does not have the right to make or
second motions or to vote on matters brought to the Association. Trial Members
may participate in all activities of the Association. Trial Members must be
designated by the County Commissioners or County Executive and are limited to
one year membership in the Association as Trial Members.
3. Associate Members
An Associate member is a dues paying member as established by the
organization and may participate in general discussions, but does not have the
right to make or second motions or to vote on matters brought to the
Association. Associate members may participate in all activities of the
Association. Associate Members must be approved by the Full Member from that
county.
4. Honorary membership may be extended to former members by the Board (as
hereinafter defined) for five (5) years for members whose service to the
Association was exemplary.
C. Dues Structure:
1. Full Members shall be assessed dues as governed by the affiliation
agreement with CCAP.
a. Payment of dues will be invoiced in January of
each year by the Association and may be payable in two installments to the
Association.
b. Only Full Members in good standing who have paid an installment (within 3
months of invoice) shall be considered voting members of the Association.
2. Associate Members shall be assessed a flat rate annually, as determined by
the. Board (as hereinafter defined). Total payment is due within 3 months
of invoice.
3. Trial member dues and payment procedures shall be as determined by the
Board (as hereinafter defined).
D. Board of Directors
The business and affairs of the Association shall be managed by the Board of
Directors, which shall consist of seven elected directors (the
"Board"). The Board may exercise all such powers of the
Association and do all such lawful acts and things as are not proscribed by
statute, by the articles of incorporation or by these Bylaws. The Board
may designate a spokesperson to represent the Association within any affiliation
or wherever appropriate.
1. Directors
a. The directors shall be divided into two classes as shall be determined by
the incorporator. The term of office of each member of the first class
shall be one year and until his or her successor is elected and qualifies.
The term of office of each member of the second class shall be two years and
until his or her successor is elected and qualifies. Thereafter, each
director shall be elected for a term of two years and until his or her successor
is elected and qualifies. Directors may not serve more than two
consecutive two-year terms, except for the most recent president;
b. All Full Members of the Association having been active participants
within the Association for a minimum period of one year, who are willing to
serve, and are Full Members in good standing, will be eligible for nomination to
the Board;
c. There shall be a ballot consisting of nominees from which the directors
shall be elected;
d. The President shall appoint a nominating committee of four voting Members
and shall ensure that the following nomination/election procedures are carried
out:
Nominees shall be selected by the voting Members as follows:
The Nominating Committee shall solicit from Members in good standing
nominations, in writing, for the Board by the close of the Association meeting
previously designated by the Board for receipt of nominations.
Nominations shall be submitted by voting Members and shall be put to vote by
mail to all voting Members within 15 days from the final nomination deadline.
e. All votes must then be received by the Executive Director within 30
days from the final nomination deadline;
f. The requisite number of nominees with the highest number of votes shall be
duly elected to the Board. When a tie occurs, a casting of lots will be
held by the Board and witnessed by the parties involved;
g. In the event of a vacancy in an unexpired term of a director, the vacancy
shall be filled in accordance with the above.
h. For the position of President, one year of experience on the Board is
necessary.
2. Responsibilities of the Board:
a. To ensure compliance with these Bylaws by the Members;
b. To attend meetings of the Board on a regular basis. More than two (2)
absences require review by the Board for ongoing membership on the Board;
c. To interpret meaning and intent of these By-Laws and determine compliance
with them;
d. Responsible for maintaining and making available to the Members current
information relevant to established Association concerns and pertaining to
positions and intended actions of State and Federal Governments, as well as
other funding sources;
e. General management of the organization and ensuring its functioning;
f. Only when deemed necessary and appropriate by the majority of the Board,
the Board has the authority to act on behalf of the organization and must report
its actions at the next meeting of Members. Otherwise, all business will
be brought to the Members with recommendations for majority vote; i.e., majority
of those present at the Association meeting and entitled to vote;
g. Develop and promulgate procedures for the review and approval of position
papers and documents; recommendations to State organizations; status and
evaluation reports; and any other printed documentation representing the
organization;
h. To establish such policies to ensure proper functioning of the
organization;
i. All reports and documents which are to be published as a statement by the
Association shall be submitted and approved by policies set and established by
the Board;
j. To ensure that the minutes are kept of all Board and Member meetings and
provided to all membership;
k. To ensure that the Association records are properly maintained.
3. Structure:
The Board shall be composed of:
a. Seven elected directors, one of which is the President, who is selected by
the Board; and
b. The most recent past President;
E. Committees
1. Standing Committee
Four committees shall be established and shall be responsible for the
discharge of duties as specified by the Board. These Standing Committees
are Training and Technical Assistance, Membership, Legislative, and Nominating.
Standing Committee members shall be appointed by the President from those
Members indicating an interest. Committee members will serve for a term of
two years and may succeed themselves.
2. Ad Hoc Committees
Other committees shall be established and structured at the discretion of the
Board and be responsible for the discharge of duties as specified by the
Board. Ad Hoc Committees may also be established and structured by the
consensus agreement of the membership of Standing Committees; in such case the
Ad Hoc Committee will serve as a sub-committee responsible for the discharge of
duties within the scope of the Standing Committee.
F. Officers
1. President
The President is selected by the Board and is the designated representative
and spokesperson of the organization in all matters pertaining to the
organization.
a. Responsibilities:
(1) Convene, conduct, and adjourn all meetings of the Members and the Board;
(2) Determine and ensure in concert with the Board compliance with these
By-Laws by all Members;
(3) Shall serve as an ex-officio member of all committees, sub-committees,
and task forces of the organization;
(4) Shall serve as liaison between the Association and State/Federal
Governments and other organizations as appropriate, and shall serve as signatory
of all agreements entered into by the Association and may delegate these
responsibilities as appropriate;
(5) Shall provide guidance and leadership to the Members in order to enhance
achievement of the organizational goals;
(6) Shall request the assistance of Members and recommend such committees as
necessary to achieve the specific goals of the organization;
(7) Shall abstain from voting except in the event his/her vote will break a
tie;
(8) Shall serve as an ex-officio member of the CCAP Board of Directors and
the CCAP Human Services Committee.
2. Vice President
The Vice President shall be selected by and from the Board and shall perform
such duties as the Board and President shall assign and shall be authorized to
carry out the duties of the President in his or her absence. In the
absence of the President, she or he shall preside at all meetings of the Board.
3. Treasurer
The Treasurer shall be selected by and from the Board. Shall oversee
expenditures and be responsible for the review of finances which includes review
of audit reports with the staff person.
4. Secretary
The Secretary shall be selected by and from the Board and shall attend all
meetings of the Board and Members and shall record all the votes and the minutes
thereof in a book to be kept for that purpose. She or he shall give, or
cause to be given, notice of all meetings of the Board and Members, and shall
perform such other duties as may be prescribed by the Board or by the President
under whose supervision she or he shall be. She or he shall keep in safe
custody the corporate seal of the Association (if any) and, when authorized by
the Board, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by her or his signature or by the signature of the
Treasurer or an Assistant Secretary.
5. Other Officers
The Board may provide for and designate such other officers and assistant
officers, including vice presidents, assistant secretaries and assistant
treasurers as the needs of the Association may require. These officers
shall hold their offices for such terms and shall have such authority and
perform such duties as, from time to time, shall be specified by the
Board.
6. Standing/Ad Hoc Committee Chairperson
Standing and Ad Hoc Committee Chairpersons can be designated from Full
Members by the President on behalf of the Board. The President can, on
behalf of the Board, delegate to the membership of the Standing/Ad Hoc Committee
the responsibility of selecting a Chairperson.
a. Responsibilities
(1) Standing committee meeting agenda development;
(2) Assure adherence to agenda;
(3) Report the business of the Standing Committee at the meeting of
Members;
(4) Responsible for ensuring that the Standing Committee fulfills its charge;
(5) Can appoint sub-committees to assist the Standing/Ad Hoc
Committee's charge.
7. Chairpersons of Ad Hoc Committees shall serve a term of office which runs
concurrently with the calendar year or until dissolution of that Committee,
whichever occurs first.
IV. Procedures
A. Member Termination
If it is determined by the Board that a particular Member is delinquent or
failed to pay dues in the course of the prior twelve months, the Member will be
notified in writing and, if necessary, shall have its membership terminated.
B. Amendments to By-Laws
1.Proposals of Amendments. Amendments to the Bylaws shall be proposed
by:
a. The adoption by the Board of a resolution setting forth the proposed
amendment; or
b. Petition of Members entitled to cast at least 10% of the votes which all
Members are entitled to cast thereon, setting forth the proposed amendment,
which petition shall be directed to the Board and filed with the Secretary of
the Association.
The Board or the petitioning Members shall direct that the proposed amendment
be submitted to a vote of the Members entitled to vote thereon at a regular or
special meeting of the Members.
2. Adoption of Amendment. The proposed amendment shall be adopted upon
receiving the affirmative vote of the Members present entitled to cast at least
a majority of the votes which all Members present are entitled to cast thereon,
and if any class of Members is entitled to vote thereon as a class, the
affirmative vote of the Members present of such class entitled to cast at least
a majority of the votes which all members present of such class are entitled to
cast thereon. Any number of amendments may be submitted to the Members and
voted upon by them at one meeting.
D. Other business
All other business will be conducted generally within the procedures under
Robert's Rules of Order in a regularly scheduled business agenda at the
Association meetings.
V. Additional Organizational Practices
A. Meetings:
At least four (4) meetings per year will be held as established by the Board.
B. Preparation of Business Agendas:
1. The tentative agenda for the meeting will be
completed and mailed out at least two weeks before the meeting by CCAP
staff. Minutes of the previous meeting will be provided prior to the
beginning of the business meeting.
2. Members are encouraged to submit suggested agenda items to the President
prior to the next scheduled meeting.
VI. Tax Matters
A. Restrictions. No part of the net earnings of the Association shall
inure to the benefit of, or be distributable to, its members, directors,
officers, or other private persons, except that the Association shall be
authorized and empowered to pay reasonable compensation for services rendered,
and to make payments and distributions in furtherance of the purposes set forth
in Article II hereof. The net earnings of the Association shall be
devoted exclusively to the promotion of social welfare within the meaning of
Section 501(c)(4) of the Code. The Association shall not, directly or
indirectly, participate or intervene (including the publication or distribution
of statements) in any political campaign on behalf of or in opposition to any
candidate for public office, nor shall it take a position on any issue raised in
a political campaign for the purpose of aiding or opposing any candidate.
The Association shall not operate a social club for the benefit, pleasure or
recreation of its members or carry on a business with the general public
in a manner similar to organizations which are operated for profit.
Any other provision of these By-Laws to the contrary notwithstanding, the
Association shall not carry on any activities not permitted to be carried on by
a corporation exempt from Federal Income Tax under Sections 115(1) and 501(c)(4)
of the Code. Consistent with Section 115(1) and 501(c)(4) of the Code, the
Association shall (a) be used for a governmental purpose and perform a
governmental function, (b) perform its functions on behalf of political
subdivisions, which political subdivisions shall have the powers and interests
of the members, (c) involve no private interests, (d) be controlled and
supervised by public authorities, and (e) derive its operating resources from
political subdivisions. These Bylaws shall not be altered or amended in
derogation of the provisions of this section.
B. Termination. Upon the dissolution of the Association, assets shall
be distributed to one or more organizations described in Sections 115(1) and
501(c)(4) of the Code. Any such assets not so disposed of shall be
disposed of by a court of competent jurisdiction of the county in which the
principal office of the Association is then located, exclusively for such
purposes.
VII. Indemnification
A. Terms. The Association shall indemnify, to the extent permitted
under the PaNPCL, any person who was or is a party (other than a party plaintiff
suing on her or his own behalf or in the right of the Association), or who is
threatened to be made such a party, to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative
(including, but not limited to, an action by or in the right of the Association)
by reason of the fact that she or he is or was a director, officer or employee
of the Association, or is or was serving at the request of the Association as a
director, officer or employee of another domestic or foreign corporation,
for-profit or not-for-profit, partnership, joint venture, trust or other
enterprise (such person being herein called an "Indemnified Person"),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by her or him in connection with
such action or proceeding (herein called collectively the "Indemnified
Liabilities"), unless the act or failure to act giving rise to the claim
for indemnification is determined by a court to have constituted self-dealing,
willful misconduct or recklessness of the Indemnified Person.
In addition, the Association shall indemnify any Indemnified Person against
the Indemnified Liabilities to the full extent otherwise authorized by
Pennsylvania law, including, without limitation, the indemnification permitted
by Section 5741 et seq. of the PaNPCL.
B. Powers. The Association shall have the power to indemnify any person
who is or was an agent of the Association, or is or was serving at the request
of the Association as an agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by her or him by reason of her or his services on behalf of the
Association, except as prohibited by law.
C. Ability to Advance Expenses. Expenses incurred by an officer,
director, employee or agent in defending a civil or criminal proceeding may be
paid by the Association in advance of the final disposition of such action or
proceeding, as authorized in the manner provided in Section D of this Article,
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that she or he is not entitled to be
indemnified by the Association as authorized in this Article.
D. Determination of Indemnification and Advancement of Expenses.
1. Any indemnification under Section A of this Article (unless ordered by a
court) shall be made by the Association unless a determination is reasonably and
promptly made that indemnification of the director, officer or employee is not
proper in the circumstances because she or he has not satisfied the terms set
forth in Section A.
2. Expenses shall be advanced by the Association to a director, officer or
employee upon a determination that such person is an Indemnified Person as
defined in Section A of this Article and has satisfied the terms set forth in
Section C of this Article.
3. Any indemnification under Section B of this Article or advancement of
expenses to an agent under Section C of this Article (unless ordered by a court)
may be made upon a determination that the agent has satisfied the terms of
Section B or C, as applicable, and in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity or advancement of
expenses.
4. All determinations under this Section D shall be made:
a. By the Board by a majority vote of a quorum consisting of directors who
were not parties to such action or proceeding; or
b. If such a quorum is not obtainable, or, even if obtainable, if a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in written opinion; or
c. By such other body as may be provided in these Bylaws.
E. Other Rights of Indemnified Person. The indemnification and
advancement of expenses provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of disinterested
directors or otherwise, both as to action in her or his official capacity and as
to action in another capacity while holding such office.
F. Insurance. The Association shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Association, or is or was serving at the request of the Association
as a director, officer, employee or agent of another domestic or foreign
corporation, for-profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against her or him and incurred
by her or him in any such capacity, or arising out of her or his status as such,
whether or not the Association would have the power to indemnify her or him
against such liability under the provisions of this Article.
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Pennsylvania
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