ARTICLE I


1.1 Name: The name of the Corporation is CFA Society of Philadelphia, Inc.
1.2 Office: The principal office of the Corporation (also called the "Society") shall be located at the place designated from time to time by the Board of Directors.
1.3 Corporate Seal: The Board of Directors shall have power to adopt and alter the seal of the Society.
1.4 Fiscal Year: The fiscal year of the Society ends on June 30.
1.5 CFA Institute: The CFA Society of Philadelphia is a non-profit corporation and a Member Society of The CFA Institute.

ARTICLE II

Mission Statement


2.1 The CFA Society of Philadelphia will actively promote professionalism and ethical standards among its members, and strive to facilitate members' career development. These goals will be achieved by providing: 1) Education in core skills and principles, 2) Exposure to a wide range of views on current topics and controversies, 3) Networking and job information, 4) Forums which encourage in-depth exchange of ideas and concepts crucial to expert performance within the financial industry, 5) Regular and in-depth participation by Board and Officers in CFA Institute governance, and 6) Education about/support of CFA Institute and industry standards and, if necessary, public stances taken on major issues. Without limiting the generality of the foregoing, the activities of the Society will include:

  1. Promotion of member professionalism and ethical standards:
    1. Ongoing education through regular meetings and education workshops;
    2. Contribute to and support CFA Institute's public stances and standards, both within CFA Institute governance and in member programs;
    3. Promotion of CFA Institute's Continuing Education Program for the enhancement of investment knowledge and skills.
    1. Career development:
      1. Education in core financial analysis skills through company meetings and in-depth technical sessions and on-site company visits;
      2. Exposure to a wide range of views on current topics and controversies through panels and forums;
      3. Networking and job information through newsletter and general meetings;
      4. Forums which encourage in-depth exchange of ideas and concepts through annual and winter dinners, Philadelphia Prize contest.
      1. Industry/Society/Community Exposure and Networking:
        1. Increased membership by welcoming new members of the financial community;
        2. Encourage communication with professionals in other related professions;
        3. Explore opportunities for community outreach;
        4. Build communication with other regional Financial Analyst organizations regarding programming ideas, society issues/trends.
        1. Regional, National and International CFA Institute Governance:
          1. Increase communication with CFA Institute regarding financial issues, governance;
          2. Active participation by Board, Officers in Leadership and other conferences;
          3. Communication with other regional societies regarding governance/lobbying.

ARTICLE III

Membership


3.1 Classes of Members and requirements of each class:


3.1.1 Regular Members: To become a Regular Member of the Society, an individual must be a Regular Member of CFA Institute and must satisfy such other requirements as the Board of Directors may impose from time to time consistent with the requirements established by CFA Institute.


3.1.2 Affiliate Members: To become an Affiliate Member of the Society, an individual must be an Affiliate Member of CFA Institute and must satisfy such other requirements as the Board of Directors may impose from time to time consistent with the requirements established by CFA Institute. Affiliate Members of the Society shall have all the privileges of Regular Members except the right to (a) vote, (b) hold any office of the Society and (c) act as sponsor for membership. (Anyone who was an Affiliate Member of the Society as of September 30, 2000 need not pass the ethics examination in order to maintain their status as an Affiliate Member or to become an Adjunct Member.)


3.1.3 Adjunct Members: To become an Adjunct Member an individual must be engaged in an acceptable field of work or study as determined by the Board or the Membership Committee and satisfy such other requirements as the Board may impose from time to time. Adjunct Members shall have the same privileges as Affiliate Members.

 
3.1.4 Retired Members: To become a Retired Member, an individual shall be a Regular or Affiliate Member of the Society at the time of application, have been a Regular or Affiliate Member for at least five years, no longer be substantially engaged in Financial Analysis for compensation, and agree to the following:

  1. notify CFA Institute if retirement status changes;
  2. be listed as "Retired" in the CFA Institute Membership Directory; and
  3. waive the right to be guaranteed a transfer of membership to another society.


3.2 Additional requirement for membership: All Members, regardless of class, must sign a Member's agreement and Member's Professional Conduct Statement as provided in the CFA Institute By-Laws Article 11, Section 2, unless excused as a recognized "Retired" Member.


3.3 Admission of Members: The Board of Directors shall possess the sole power to admit members to the Society. Members shall be admitted by the affirmative vote of the majority of the Directors in office. In the event of disagreement concerning administration or interpretation of CFA Institute’s requirements of Regular Members and Affiliate Members, the Society shall have the right to appeal to the CFA Institute Board of Governors. The CFA Institute Board of Governors, or a designated committee thereof, shall have the authority to make final determinations on the administration or interpretation of CFA Institute's requirements for Regular Members and Affiliate Members.


3.4 Membership in CFA Institute: All Regular and Affiliate Members of the Society shall cooperate fully with CFA Institute in its objectives and activities and (a) shall adhere to its rules and regulations, including its Articles of Incorporation, By-Laws, Code of Ethics and Standards of Professional Conduct and other rules relating to professional conduct, as in effect from time to time (b) shall be subjected to the disciplinary jurisdiction of CFA Institute (c) shall submit information requested by CFA Institute relating to professional conduct and activities, (d) shall produce documents, testify, and otherwise cooperate in disciplinary proceedings of CFA Institute, and (e) shall maintain membership in good standing with CFA Institute. As provided in Section 9.1, in the event of any conflict between the rules of the Society and the Bylaws of CFA Institute relating to professional conduct, the Bylaws of CFA Institute shall control.


3.5 Resignation: Any Member of the Society may at any time cease to be a Member by submitting a resignation in writing to the Board of the Society. Such resignation shall be effective upon receipt or on the date specified.


3.6 Dues: The annual dues for each fiscal year beginning July I for Society Members shall be determined by the Board of Directors. The Board of Directors may set different amounts for different classes of membership. Any Member who has failed to pay dues by September 30 shall be automatically suspended from Membership, without the necessity of any action by the Society. If payment is later made, the Member shall thereupon be reinstated.

 

ARTICLE IV

Meetings of Members


4.1 Annual Meeting: There shall be an annual meeting of the Members, which shall be held at such time during the last two months of the Society's fiscal year, on such date as is determined by the Board Directors. If an annual meeting is not held during the period herein provided, upon petition of not less than 5% of the Regular Members, the President shall call a special meeting in lieu of the annual meeting.


4.2 Special Meetings: Special meetings of the members may be called by the President or by a majority of the Board of Directors. The call and written application shall state the purpose for which the proposed meeting is to be held.


4.3 Notice of Meetings: A written notice of each meeting of Members containing the place, date and hour, and the purpose of the meeting shall be given to each Regular Member of the Society. Notice shall be given at least 15 days prior to the date of the meeting.


4.4 Quorum: At any meeting of the Members 10% of Regular Members, present in person or represented by proxy, shall constitute a quorum. Though less than a quorum is present, any meeting of the Members of the Society, without further notice to any Member, may be adjourned to a different time and place. When a quorum is present at any meeting, a majority of the Regular Members present in person or represented by proxy shall decide any question brought before such meeting unless otherwise provided by law, by the Charter or by the By-Laws.


4.5 Voting and Proxies: Each Regular Member shall have one vote, which may be exercised in person or by proxy. Proxies must be in writing and filed with the Secretary of the meeting before being voted. The person named in a proxy may vote at any adjournment of the meeting for which the proxy was given, but the proxy shall terminate after final adjournment of the meeting. No proxy dated more than six (6) months before the meeting named in it shall be valid.


4.6 Presiding and Recording Officers: The President shall preside at meetings of Members or, in the President's absence, the Vice President. The Secretary of the Society shall act as Secretary of the meetings, and in the Secretary's absence, a Temporary Secretary shall be chosen at the meeting.

 

ARTICLE V

Board of Directors


5.1 Composition: The Board of Directors shall consist of the President, the Vice Presidents, the Treasurer, the Secretary, the three immediate Past Presidents, and such additional number of persons, up to 11, as the Board shall determine from time to time. Not more than two directors may be persons who are not Regular Members of the Society. One member of the Board of Directors shall be designated by the Board to act as a liaison between the Society and CFA Institute.


5.2 Election and Term: The President, the Vice Presidents, the Treasurer and the Secretary shall serve as Directors for terms concurrent with their respective terms as officers. The Past Presidents shall serve as Directors for terms ending three years after expiration of their terms in office. The other Directors shall be divided into three classes (as nearly equal in number as possible). The Directors of one class shall be elected annually by the Regular Members and shall serve for three years commencing July 1 next following the date of the annual meeting of Members at which such class was elected and until their successors are chosen and qualified.


5.3 Powers: The affairs of the Society shall be managed by the Board of Directors which shall have and may exercise all the power of the Society to effectuate the purposes of the Society except those reserved to the Members by law, the Charter, or these By-Laws.


5.4 Meetings and Notice: 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. Special meetings of the Board shall be held whenever called by the President or a majority of the Board. Special meetings of the Board shall require notice at least 24 hours prior to the meeting if notice is by telephone or at least five days if the notice is by other means.


5.5 Quorum and Voting: Each Director shall have one vote, which may only be exercised in person. The number of Directors required to constitute a quorum shall be a majority of the Directors then in office. Except as otherwise specified in the Charter, these By-Laws, 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.


5.6 Conference Telephone Meetings: One or more persons may participate in a meeting of the Board or a committee thereof by means of a 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 the meeting.


5.7 Vacancy: A vacancy in the Board of Directors may be filled by the remaining Directors by the election of a successor to hold office for the unexpired term of the Director whose place is vacant.


5.8 Resignation: Any Director may at any time resign by delivering a resignation in writing to the Secretary of the Society. Such resignation shall be effective upon receipt, or the date specified, and acceptance thereof shall not be necessary to make it effective unless it so states.


5.9 Removal: Any Director may be removed at any time with or without cause at any meeting of the members by a vote of a majority of the Regular Members at a meeting at which a quorum is present. In addition, any Director who fails to attend at least four Board meetings in any one fiscal year may be removed by resolution of the Board.


5.10 Action by Consent: Any action to be taken by the Directors may be taken without a meeting if all Directors entitled to vote on the matter consent in writing to the action.


5.11 Executive Committee: The Executive Committee of the Board shall consist of the President, the Vice President, the Treasurer, the immediate Past President, and such additional Directors (not more than three) as the Board may select. The Executive Committee of the Board shall have all power and authority of the Board except:

  1. the filling of vacancies on the board of directors;
  2. the adoption, amendment or repeal of the By-Laws;
  3. the amendment or repeal of any resolution of the Board.


5.12 Other Committees: The Board of Directors may elect from their number or otherwise, any other committees or advisory boards. Any committee to which powers of the Board of Directors are delegated shall be comprised solely of Directors, and the conduct of any such committee shall be subject to section 5.5 of these By-Laws. The President shall be an ex-officio member of all committees.


5.13 CFA Institute Board Members: Any Regular Member of the Society who is serving on the Board of CFA Institute shall be entitled to receive notice of and to attend all meetings of the Board of Directors of the Society.


5.14 Personal Liability: A Director of the Society shall not be personally liable, as such, for monetary damages for any action, or any failure to take action, unless the Director has breached or failed to perform the duties of his or her office under 15 Pa. C.S. Subchapter 57B and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or federal law.

 

ARTICLE VI

Officers


6.1 Designation: The officers of the Society shall consist of a President, one or two Vice Presidents (such number to be determined by the Board), a Treasurer, a Secretary, and such other officers as the Board may from time to time appoint. A person may hold more than one office at the same time provided that the President shall not also serve as a Vice President or Secretary.


6.2 Election: The President, Vice Presidents, Treasurer, and Secretary shall be elected by the Regular Members at the annual meeting of Members and shall hold office for one year commencing on July 1 following the date of the annual meeting of Members and until their respective successors are chosen and qualified. All other officers may be appointed by the Board of Directors and shall hold office for such term as the Board may determine. All officers must be Regular Members of the Society.


6.3 President and Vice Presidents: The President shall be the chief executive officer of the Society and shall, subject to the direction of the Board, exercise general supervision and control of the affairs of the Society. The President shall have such further powers and duties as the Board may determine. The President, when present, shall preside over at all the meetings of the Members and of the Board of Directors of the Society. In the President's absence, the Vice President (or if there is more than one, the Vice President having seniority in length of membership) shall preside.
The Vice Presidents shall have such powers and perform such duties as may be determined by the Board. The Vice Presidents shall have and may exercise all the powers and duties of the President during the absence of the President or in the event the President's inability to act, and the Vice President (or if there is more than one, the Vice President having seniority in length of membership) shall become President in the event of the President's death, resignation or removal.


6.4 Treasurer: The Treasurer shall have general charge of the financial affairs of the Society and shall keep full and accurate records thereof. The Treasurer's records shall be open to inspection by any Director. The Treasurer shall submit a financial report to the Members at their annual meeting and to the Board as often as the President may require. The Board may change the Treasurer's responsibilities at any time.


6.5 Secretary: The Secretary shall record and maintain records of the proceedings of all the meetings of the Members and of the Board. If the Secretary is absent from any meeting, a temporary Secretary shall be chosen to exercise such duties. The Secretary shall keep all the records of the Society not kept by the Treasurer. The Board may change the Secretary's responsibilities at any time.


6.6 Delegation of Power: Except as otherwise provided in Section 6.3, in the case of the absence, disability or resignation of any officer of the Society, or for any other reason deemed sufficient by the Board, the Board may delegate an officer's powers or duties to any other officer, or declare the office vacant and elect a successor to serve until the next annual meeting of the Members and until a successor is elected and qualified.


6.7 Vacancies: A vacancy in any office may be filled by the Board for the unexpired term of the officer whose place is vacant and until a successor is elected or appointed.


6.8 Resignation: Any officer may at any time resign by delivering a resignation in writing to the President or the Secretary of the Society. Such resignation shall be effective upon receipt, or the date specified, and acceptance thereof shall not be necessary to make it effective unless it so states.


6.9 Removal: Officers elected or appointed by the Board may be removed from their respective offices with or without cause by vote of a majority of the Directors then in office.


ARTICLE VII

Office of the Executive Director



The Board may name an Executive Director, who shall serve at the pleasure of the Board and shall perform such administrative duties as the Board may designate from time to time.


ARTICLE VIII

Committees


8.1 Nominating Committee: At least sixty days prior to the annual meeting of Members, the Board shall appoint a Nominating Committee composed of at least three persons. The Nominating Committee shall nominate persons for the offices of President, Vice President, Treasurer, Secretary, and for Directors. Each Member of the Society shall be sent, at least fifteen (15) days prior to the annual meeting of Members, a list of the names of the proposed nominees. At the annual meeting, any Regular Member of the Society may offer additional nominations from the floor provided that such Member has submitted to the Secretary not later than ten(10)days before the annual meeting a written nomination signed by no less than seven(7)Regular Members of the Society stating the names of the additional nominees.


8.2 Education Committee: The Education Committee shall be responsible for the ongoing education of current members. The Board shall appoint a person to act as Chair of such Committee, and that person shall have authority to name Members of the Society to serve on the Committee from time to time.


8.3 Membership Committee: The Membership Committee shall be responsible for: overseeing the process of membership; bringing new members to the Board for approval; and ensuring that all membership requirements have been met. The Board shall appoint a person to act as Chair of such Committee, and that person shall have authority to name Members of the Society to serve on the Committee from time to time.


8.4 Program Committee: The Program Committee shall be responsible for the ongoing educational and informational programs of the Society. The Board shall appoint a person to act as Chair of such Committee, and that person shall have authority to name Members of the Society to serve on the Committee from time to time.

 

ARTICLE IX


Code of Ethics and Standards of Professional Conduct
9.1 Compliance: The Society adopts the CFA Institute Code of Ethics and Standards of Professional Conduct (the "Code and standards of the CFA Institute"). All Members of the Society shall be subject to and comply with the Code and Standards of the CFA Institute, as amended from time to time. In the event of any conflict between the rules or Bylaws of the Society and the rules or Bylaws of the CFA Institute relating to professional conduct, the rules and Bylaws of the CFA Institute shall control.


9.2 Enforcement: CFA Institute shall have all authority and responsibility for enforcement of the Code and Standards with respect to all Regular and Affiliate Members of the Society. If the Society becomes aware of a possible violation of the Code and Standards by a Regular or Affiliate Member, the Society shall report the matter to the CFA Institute. A person whose individual membership in the CFA Institute is revoked or suspended by the CFA Institute shall be automatically revoked or suspended as a Member of the Society.


9.3 Annual Statements: Each Regular and Affiliate Member of the Society shall submit annually to the CFA Institute a signed statement relating to the conduct of such Member, and shall furnish such additional information relating to his or her professional conduct as may be requested by The CFA Institute. Such statements shall be filed by a date designated by the CFA Institute. If requested by the CFA Institute, the Society shall collect such statements from its Regular and Affiliate Members and shall forward such statements to the CFA Institute by the designated date.


9.4 Charges: Any person may, in writing, notify the Society or an Officer or Director thereof concerning a charge or charges of breach of the Code and Standards by a Regular, Affiliate or Adjunct Member. The Board shall promptly forward all such complaints with respect to Regular or Affiliate Members to the CFA Institute Professional Conduct Program. The complainant may request that the complaint remain sealed until it is received by the CFA Institute.

ARTICLE X

Indemnification



10.1 Scope of Indemnification.

  1. The corporation shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party or otherwise, by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except:
    1. where such indemnification is expressly prohibited by applicable law;

    2. where the conduct of the indemnified representative has been finally determined pursuant to Section 10.6 or otherwise:

    i. to constitute willful misconduct or recklessness within the meaning of 15 Pa.C.S. § 5713 or any superseding provision of law sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or

    ii. to be based upon or attributable to the receipt by the indemnified representative from the corporation of a personal benefit to which the indemnified representative is not legally entitled; or

      1. to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 10.6 to be otherwise unlawful.
      2. If an indemnified representative is entitled to indemnification in respect of a portion, but not all, of any liabilities to which such person may be subject, the corporation shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.
      3. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the indemnified representative is not entitled to indemnification.
      4. For purposes of this Article:
        1. "indemnified capacity" means any and all past, present and future service by an indemnified representative in one or more capacities as a director, officer, employee or agent of the corporation, or, at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, employee benefit plan or other entity or enterprise;
        2. "indemnified representative" means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation, (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);
        3. "liability" means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense of any nature (including, without limitation, attorneys' fees and disbursements); and
        4. "proceeding" means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the corporation, a class of its security holders, if any, or otherwise.


        10.2 Proceedings Initiated by Indemnified Representatives: Notwithstanding any other provision of this Article, the corporation shall not indemnify under this Article an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors in office. This section does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 10.6 or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Article.
        10.3 Advancine Expenses: The corporation shall pay the expenses (including attorneys' fees and disbursements) incurred in good faith by an indemnified representative in advance of the final disposition of a proceeding described in Section 10.1 or 10.2 upon receipt of an undertaking by or on behalf of the indemnified representative to repay such amount if it shall ultimately be determined pursuant to Section 10.6 that such person is not entitled to be indemnified by the corporation pursuant to this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance.
        10.4 Securing of Indemnification Obligations: To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the board of directors shall deem appropriate. Absent fraud, the determination of the board of directors with respect to such amounts, costs, terms and conditions shall be conclusive and shall not be subject to voidability.
        10.5 Payment of Indemnification. An indemnified representative shall be entitled to indemnification within 30 days after a written request for indemnification has been delivered to the secretary of the corporation.
        10.6 Arbitration: Any dispute related to the right to indemnification, contribution or advancement of expenses as provided under this Article shall be decided only by arbitration in the metropolitan area in which the principal executive offices of the corporation are located, in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three arbitrators, one of whom shall be selected by the corporation, the second of whom shall be selected by the indemnified representative and the third of whom shall be selected by the other two arbitrators. The party or parties challenging the right of an indemnified representative to the benefits of this Article shall have the burden of proof. The corporation shall reimburse an indemnified representative for the expenses (including attorneys' fees and disbursements) incurred in successfully prosecuting or defending such arbitration. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the corporation shall be entitled to interpose as a defense in any such judicial enforcement proceeding any prior final judicial determination adverse to the indemnified representative under Section 10.1 (a)(2) in a proceeding not directly involving indemnification under this Article. This arbitration provision shall be specifically enforceable.
        10.7 Contribution: If the indemnification provided for in this Article or otherwise is unavailable for any reason in respect of any liability or portion thereof, the corporation shall contribute to the liabilities to which the indemnified representative may be subject in such proportion as is appropriate to reflect the intent of this Article or otherwise.
        10.8 Discharge of Duty. An indemnified representative shall be deemed to have discharged such person's duty to the corporation if he or she has relied in good faith on information, advice or an opinion, report or statement prepared by:

      1. one or more officers or employees of the corporation whom the indemnified representative reasonably believes to be reliable and competent with respect to the matter presented;      
      1. legal counsel, public accountants or other persons as to matters that the indemnified representative reasonably believes are within the person's professional or expert competence; or      
      1. committee of the board of directors on which he or she does not serve as to matters within its area of designated authority which committee he or she reasonably believes to merit confidence.    


10.9 Mandatory Indemnification of Directors, Officers, etc: To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in 15 Pa.C.S. $ 5741 or $ 5742 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.


10.10 Contract Rights; Amendment or Repeal: All rights under this Article shall be deemed a contract between the corporation and the indemnified representative pursuant to which the corporation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.


10.11 Scope of Article: The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement, vote of disinterested directors or otherwise, both as to action in an official capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heir, executors, administrators and personal representatives of such a person.


10.12 Reliance on Provisions: Each person who shall act as an indemnified representative of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Article.


10.13 Interpretation: The provisions of this Article are intended to constitute bylaws authorized by 15 Pa.C.S. $ 5746(a).

 

ARTICLE XI

Amendments


11.1 Power to Amend: The By-Laws of the Society may be amended by action of the Board of Directors, except that no provision of the By-Laws specifying the requirements to be, or the rights of, a Regular Member shall be amended without action by the Regular Members.

 

ARTICLE XII

Dissolution


12.1 Procedure: The Society may be dissolved upon the favorable vote of at least 75% of the Regular Members. In such event, the assets of the Society shall be distributed in the manner set forth in the plan of dissolution approved by the Regular Members. Notwithstanding the foregoing, if the Society is a tax exempt organization qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or similar provisions of any subsequent legislation), upon dissolution of the Society:

  1. No Member shall be entitled to any distribution or division of its property or its proceeds; and
  2. All funds and property of the Society shall be transferred to or applied for the benefit of one or more corporations or organizations qualifying under sections 501(c)(3) of the Internal Revenue Code of 1986, as amended (or similar provisions of any subsequent legislation), as selected by the Board and by any court that may exercise jurisdiction over such dissolution, if any.


Revised 4/11/2006