ARTICLE I - NAME
The name of this organization shall be “Rydal-Meadowbrook Civic Association.”
ARTICLE II - OBJECTIVES
The objective of the Association is to promote the best interests and general welfare of the Rydal-Meadowbrook community and of the Township of Abington and to seek and work at all times for all measures which will serve to protect the public health, public safety and property rights of the citizens of the community and the Township of Abington.
ARTICLE III – MEMBERSHIP
All persons resident or owning property in or adjacent to the area known as Rydal-Meadowbrook of Abington Township, Montgomery County, Pennsylvania, and who subscribe to the objectives of this Association, shall be eligible for membership in the Association. Financial support shall be derived from the payment of such annual dues as may from time to time be fixed and determined by the Board of Governors.
Should a RMCA member wish to attend a board meeting, he or she must contact the President describing the issue to be presented. Such member shall not participate in the voting and shall only have such privileges of the floor as the presiding officer extends to him or her. In addition, in the best interest of time and the agenda, the length of time the member may attend shall be limited.
ARTICLE IV – BOARD OF GOVERNORS
The management of the affairs and property of the Association and the determination of its policies shall vest in a Board of Governors of up to twenty-five (25) members of the Association. Officers of the Association shall be voting members of the Board. The President shall determine the times and locations of meetings, or in absentia, the Vice President. The senior officer present presides at the meeting. Ten members of the Board shall constitute a quorum. Parliamentary procedure shall comply with “Robert’s Rules of Order”.
ARTICLE V – OFFICERS
The officers of the Association shall consist of a President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer.
The President shall be the Chief Executive Officer of the Association, shall preside at all meetings of the Association including the Board of Governors and may elect to be a member of any committee.
The Vice President, in the absence or disability of the President, shall perform all of the duties and exercise all of the powers of the President.
The Recording Secretary shall keep regular minutes of the Board of Governors meetings and shall also act as Secretary of the Association meetings.
The Corresponding Secretary shall handle all of the correspondence of the Association, send all such notices as are required to be given to members, and perform such other duties as the Officers or the Board of Governors may request.
The Treasurer shall have custody of the monies of the Association and shall deposit the same in the name of the Association in one or more financial institutions approved by the Board of Governors. The Treasurer shall have check signing authority for expenditures under one-thousand dollars ($1000.00), above which will require the signatures of two elected
Officers.
The Treasurer shall keep the accounts of the Association in accordance with good business practices and make a report at the annual meeting and at each meeting of the Board of Governors. Unless the Board provides otherwise, the Treasurer will furnish appropriate security for the faithful discharge of the duties of the office.
ARTICLE VI – COMMITTEES
The President shall establish such standing and special committees as he or she may deem appropriate, or as may from time to time be authorized by the Board of Governors, and shall appoint the chair and fill all committee vacancies caused by resignation or otherwise. Committee members must be members of the Association but not necessarily of the Board of Governors and are chosen from volunteers.
ARTICLE VII – ELECTIONS AND ANNUAL MEETING ELECTION OF OFFICERS
Prior to the annual meeting, the President shall appoint a nominating Committee of not less than three members of the Board of Governors who shall submit to the Board of Governors a report of persons nominated for office. Additional nominations for officers may be made by any member of the Board. Written ballots shall then be distributed to the Board members, results tallied and election results disclosed.
ELECTION TO THE BOARD OF GOVERNORS
The nominating committee shall also submit to the Board a slate of candidates for membership on the Board of Governors. Additional nominations for members of the Board may be made by members of the Association, in writing, addressed to the President and sent by certified mail (return receipt requested). To be approved, the writing must be signed by the member making the request and at least three other Association members who are not relatives of the nominator by blood or law, and must be postmarked at least sixty days prior to the date of the annual meeting. The election for the members of the Board of Governors shall take place at the annual meeting by voice count.
ANNUAL MEETING
The annual meeting of the Association shall be held on the date and at the time determined by the Board of Governors. Notice of the annual meeting will be mailed to Association members at least fifteen days prior to the date of the meeting and will include the report of the nominating committee. Elected board members and officers shall hold office for the term of one year or until their successors are duly elected and qualified. In the case of a vacancy of an officer or Board member occurring during the year, the Board of Governors shall have the power to fill such vacancy for the remainder of the current term.
ARTICLE VIII – SPECIAL MEETINGS
A special meeting of the Board of Governors may be called by any Officer. A special meeting of the Association may be called with the approval of the Board or upon a written request signed by twenty-five members of the Association, not relatives by blood or law, and mailed to the President by Certified mail, return receipt requested, stating the reason for the meeting. The date of the meeting shall be set by the Board and notices specifying the items of business to be considered at the meeting shall be mailed to the membership at least fifteen days prior to the meeting.
ARTICLE IX – GENERAL
No member of the Association holding elective or compensated appointive office for the Township of Abington or on the School Board shall concurrently be eligible to be a member of the Board of Governors of the Association.
Prior Presidents of the Association who are not currently officers or Members of the Board of Governors but members of the Association shall be ex-officio members of the Board of Governors, without vote, and welcome to all meetings of the Board unless holding elective or compensated appointive office with the Township of Abington or on the Abington Township School Board.
ARTICLE X – AMENDMENTS
In order to change the Bylaws, a bylaws committee shall be appointed by the Board. The recommended changes shall be presented at a Special Meeting of the Board where a majority vote of all the then Board of Governors is required to approve the amendments.
ARTICLE XI – INDEMNIFICATION
SCOPE OF INDEMNIFICATION
General Rule. The Association 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 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 7.06 or otherwise:
(i) to constitute willful misconduct or recklessness within the meaning of 15 Pa C.S. § 513(b) and 1746(b) 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 Association of a personal benefit to which the indemnified representative is not legally entitled; or
(3) To the extent such indemnification has been finally
determined in a final adjudication pursuant to Section 7.06 to be otherwise unlawful.
(b) Partial Payment. 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 Association shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities.
(c) Presumption. The termination of a proceeding by judgment, order, settlement or 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.
(d) Definitions. For purposes of this Article:
"indemnified capacity" means any and all past, present and future service by an indemnified representative in one or more capacities as a governor, director, officer, employee or agent of the Association, or, at the request of the Association, as a governor, director, officer, employee, agent, fiduciary or trustee of another Association, trust, or other entity or enterprise;
"indemnified representative" means any and all Governors and officers of the Association and any other person designated as an indemnified representative by the Board of Governors of the Association (which may, but need not, include any person serving at the request of the Association, as a governor, director, officer, employee, agent, fiduciary or trustee of another Association, trust, or other entity or enterprise):
"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
"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 Association, a class of its membership or otherwise.
Section 7.02. PROCEEDINGS INITIATED BY INDEMNIFIEDREPRESENTATIVES. Notwithstanding any other provision of this Article, the Association shall not indemnify under this Article an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims or affirmative defenses) or participated in as an intervener 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 Governors in office. This section does not apply to a reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 7.06 or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Article.
Section 7.03. ADVANCING EXPENSES. The Association 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 7.01 or the initiation of or participation in which is authorized pursuant to Section 7.02 upon receipt of an undertaking by or on behalf of the indemnified representative to repay the amount if it is ultimately determined pursuant to Section 7.06 that such person is not entitled to be indemnified by the Association 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.
Section 7.04. SECURING OF INDEMNIFICATION OBLIGATIONS. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Association 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 Association, 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 Governors shall deem appropriate. Absent fraud, the determination of the Board of Governors with respect to such amounts, costs, terms and conditions shall be conclusive against all security holders, officers and Governors and shall not be subject to voidability.
Section 7.05. 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 Association.
Section 7.06. ARBITRATION.
General Rule. 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 Montgomery County Pennsylvania, in accordance with the arbitration rules then in effect of the ADR Options, Inc., before a panel of three arbitrators, one of whom shall be selected by the Association, the second of whom shall be selected by the indemnified representative and third of whom shall be selected by the other two arbitrators. In the absence of the ADR Options, Inc., or if for any reason arbitration under the arbitration rules of ADR Options, Inc., cannot be initiated, or if one of the parties fails or refuses to select an acceptable alternate forum or arbitrator or if the arbitrators selected by the Association and the indemnified representative cannot agree on the selection of the third arbitrator within 30 days after such time as the Association and the indemnified representative have each been notified of the selection of the other's arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the court of general jurisdiction in such metropolitan area.
Burden of Proof. The party or parties challenging the right of an indemnified representative to the benefits of this Article shall have the burden of proof.
Expenses. The Association shall reimburse an indemnified representative for the expenses (including attorneys' fees and disbursements) incurred in successfully prosecuting or defending such arbitration.
Effect. Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Association 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 7.01(a)(2) in a proceeding not directly involving indemnification under this Article. This arbitration provision shall be specifically enforceable.
Section 7.07. 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 Association 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.
Section 7.08. MANDATORY INDEMNIFICATION OF GOVERNORS, OFFICERS, ETC. To the extent that an authorized representative of the Association has been successful on the merits or otherwise in defense of any action or proceeding referred to in 15 Pa. C.S. § 1741 or 1742 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees and disbursements) actually and reasonably incurred by such person in connection therewith.
Section 7.09. CONTRACT RIGHTS; AMENDMENT OR REPEAL. All rights under this Article shall be deemed a contract between the Association and the indemnified representative pursuant to which the Association 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.
Section 7.10. 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 shareholders or disinterested Governors or otherwise both as to action in an indemnified 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 heirs, executors, administrators and personal representatives of such a person.
Section 7.11. RELIANCE ON PROVISIONS. Each person who shall act as an indemnified representative of the Association shall be deemed to be doing so in reliance upon the rights provided in this Article.
Section 7.12. INTERPRETATION. The provisions of this Article are intended to constitute bylaws authorized by 15 Pa.C.S. § 513 and 1746