ARTICLE I - Name
The name of this corporation shall be Philadelphia Estate Planning Council ("Council").
ARTICLE II - Objectives
The objectives of the Council shall be:
The Council shall be advisory in character and shall have no power to bind its members to any action or commitment that is not provided for in this instrument.
ARTICLE III - Membership
I. The membership of this Council shall, subject to Section (ii) below, consist of individuals who are interested or specialize in estate planning and/or fiduciary administration and are included in one of the following three (3) categories (the “Categories”):
II. The professional disciplines which are assigned to each of the three (3) Categories may be adjusted from time to time to reflect changes in membership of the Council. It is the goal of the Council to give each professional discipline a meaningful opportunity to have one of its members considered on a regular basis for election as an Officer of the Council. Accordingly, prior to the fiscal year of the Council beginning on September 1, 2019 and continuing at least once every five (5) years thereafter, the Board of Directors, upon the recommendation of a committee consisting of the Officers of the Council and such other Council members designated by the President, shall reevaluate the number and composition of Council members and may (but shall not be required to) adjust the number and composition of the Categories by professional discipline accordingly, by an appropriate amendment to these Bylaws.
III. Each new member shall be elected by a majority vote of those present at the regular or special meeting of the Board of Directors. Each decision of the Board of Directors shall be made independently of all prior decisions such that the Board of Directors need not take into consideration any decisions made by any prior Board of Directors.
ARTICLE IV - Board of Directors
I. All powers necessary for the government of the Council shall be vested in a board of directors (the “Board of Directors”), which shall be composed of the Officers of the Council, the immediate Past President of the Council, and sixteen (16) additional members of the Council (“Additional Board Members”).
II. At each Annual Meeting of the Council, four members of the Council shall be elected to the Board of Directors, consisting of one (1) member from each of Categories A, B and C and one (1) member from any of Categories A, B or C; provided that at no time shall more than six (6) of the Additional Board Members be from any one Category.
III. Each of the Additional Board Members shall serve for a term of four (4) years and until the election of a successor. The Board of Directors may fill any vacancies occurring between Annual Meetings, as provided in Article VII, and any members so appointed shall serve until the ensuing annual election.
ARTICLE V - Officers and Administrative Secretary
I. The officers of the Council (“Officers”) shall consist of a President, a Vice-President, a Treasurer and a Secretary. A. At each Annual Meeting, all of the Officers shall be elected by a vote of a majority of the members of the Council present at the Annual Meeting, and shall hold office for one (1) year and until the election of a successor. A quorum for such election shall consist of 25 members who may be present in person or by proxy. B. In the year commencing on September 1, 2014, the office of Secretary shall be filled by a member of the Council from Category A. In each succeeding year, the office of Secretary shall rotate in order among the Categories, so that a member from Category B shall be the Secretary commencing on September 1, 2015 and a member from Category C shall be the Secretary commencing on September 1, 2016. This rotation shall continue in each succeeding year in the order of A, B, and C. C. The offices of President and Vice-President shall be filled by members of the Council from any of Categories A, B or C; provided that neither office shall be held by a member from the same Category more than once in any two (2) year period.
II. The President of the Council shall be the Chief Executive Officer of the Council and shall preside at all meetings of the Council and the Board of Directors. In addition to the Treasurer, the President shall have the power to endorse and sign checks.
III. The Vice-President of the Council shall, in the absence of the President, serve as Chief Executive Officer of the Council and shall preside at the meetings of the Council and Board of Directors.
IV. The Treasurer of the Council shall direct the Administrative Secretary in investing all funds of the Council prudently. He or she shall submit a statement of the financial condition of the Council prepared by the Administrative Secretary at each meeting of the Board of Directors and at the Annual Meeting, and at such time and in such manner as the Board of Directors may require, and shall furnish, at the Council’s expense, a surety bond in such amount as the Board of Directors may from time to time determine is necessary. His or her books may be reviewed or audited under the direction of the Board of Directors at any time. In addition to the President, the Treasurer shall have the power to endorse and sign checks.
V. The Secretary of the Council shall act as Secretary at meetings of the Council, meetings of the Board of Directors, and see to it that proper minutes of the proceedings are made and recorded by the Administrative Secretary.
VI. The Executive Committee of the Council shall consist of the President, Vice-President, Treasurer, Secretary and the immediate Past President.
VII. The Board of Directors shall be empowered to employ an administrative secretary (“Administrative Secretary”) at such compensation, for such period, and with such duties as the Board of Directors may deem appropriate. The duties of the Administrative Secretary shall include but not be limited to, having custody of all funds and property of the Council, subject to the direction of the Treasurer; having charge of the Council’s records and files; preparing statements of financial condition to be submitted by the Treasurer; and keeping minutes of the meetings of the Council and meetings of the Board of Directors.
ARTICLE VI - Quorums
Any eleven (11) members of the Board of Directors (provided that there be present at least one member from each of Categories A, B and C) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Twenty-five (25) members shall constitute a quorum of any regular, special or Annual Meeting of the Council.
ARTICLE VII - Nominations, Elections and Vacancies
I. The President, at least thirty days prior to the date of any Annual Meeting, shall appoint a Nominating Committee of ten (10) members, two members of which shall be from each of Categories A, B and C. The function of the Nominating Committee shall be to submit a list of nominees for the Officers of the Council, for the members of the Board of Directors, and for any unexpired vacancies to be acted upon at the Annual Meeting. Such Committee shall file the names of their nominees with the Secretary at least twenty (20) days before the date of the Annual Meeting.
II. In addition to the Nominating Committee, any twelve (12) members of the Council, by notice in a writing filed with the Secretary at least ten (10) days before the date of the Annual Meeting, may nominate candidates within the qualifying provisions of Articles IV and V for Officers of the Council, for members of the Board of Directors, and for any unexpired vacancy to be filled by election, and the members of the Council present at the Annual Meeting shall be entitled to vote for any candidate named by either one of the above methods at such meeting, and the candidate receiving the majority of votes from the members present shall be declared elected.
III. In the event of a vacancy in the office of President, the Vice-President shall begin serving as President. Any other vacancy in office, or in the Board of Directors, shall be filled for the balance of the year in which such vacancy occurs by a person appointed by at least eleven (11) members of the Board of Directors. Each such appointee shall serve until the next Annual Meeting and until the election of his or her successor.
Article VIII - Annual Meeting
The Annual Meeting of the Council shall be held each year at such time and place as may be selected by the Board of Directors. A notice of the Annual Meeting, together with the report of the Nominating Committee, shall be sent by first class mail or by electronic mail to each member of the Council at least fifteen (15) days prior to the date of same; and said list of nominations shall set forth the manner in which other nominees, for said vacancies to be acted upon, may be added. If there be any nominations, other than those submitted by the Nominating Committee (as provided for in Article VII), notification accordingly shall be sent by first class mail or by electronic mail to each member of the Council at least five (5) days prior to the Annual Meeting.
Article IX - Board of Directors Meetings
Meetings of the Board of Directors shall be called by the President at his or her discretion, or when requested by at least seven (7) members of the Board of Directors. It shall be the duty of the Board of Directors to establish rules of procedure and practice for any meeting provided that such rules of procedure and practice may be amended by the members of the Council.
Article X - Committees
I. The Board of Directors shall annually select from the members of the Board of Directors a chairperson of the Membership Committee who shall appoint a Membership Committee consisting of members of the Council with at least one member from each of Categories A, B and C, to which all applications for membership may be referred for investigation, and shall be reported to the Board of Directors, for its action in the matter.
II. The President of the Council, and in his or her absence, the Vice-President, shall, with the advice and consent of the Board of Directors, annually determine whether to continue existing Committees and/or establish new Committees to further the interests of the Council and its members, and shall select a chairperson for each such additional Committee who shall appoint the members of each such Committee.
III. The President of the Council, and in his or her absence, the Vice-President, shall, with the advice and consent of the Board of Directors, have the power to delegate to such Committees such power and authority as may be appropriate. The Board of Directors shall have general supervision of the work, and control of any expenditures, of all Committees.
Article XI - Meetings
Meetings for the furtherance of the objectives of the Council may be called by the Board of Directors at stated times, or from time to time, as it may deem wise and proper. Any member of the Council may, in writing to the President, Vice-President, or Secretary of the Council, request discussion at any meeting, except the Annual Meeting, of any matter concerning the Council in which he or she may be interested.
Article XII - Advertisement and Solicitation
I. No member of this Council shall use his or her membership in the Council in any form of advertising or in any other manner which represents or implies that membership connotes certification of special skills or qualifications not held by non-members.
II. No member of this Council shall use his or her membership in the Council to solicit business from the other members of the Council (as opposed to developing individualized business relationships through traditional networking activities). The Officers and Board of Directors of the Council shall not allow the membership list of the Council, the website of the Council, or any social media managed by the Council to be used in soliciting any business, whether for profit or not for profit.
III. The membership of any member determined by the Board of Directors to have used his or her membership in the Council for advertising or solicitation may be terminated.
Article XIII - Termination or Suspension of Membership
Any member may terminate his or her membership by written resignation. Any member who permits his or her dues to become in arrears by a period of four (4) months automatically terminates his or her membership in the Council. Any member of the Council may be suspended or expelled from membership by action of at least eleven (11) members of the Board of Directors.
Article XIV - Amendments
These By-Laws may be amended as to administrative matters (including without limitation, amendments to Article III pursuant to Section (ii) thereof), by a two-thirds vote of the entire Board of Directors and notice of amendments so made by the Board of Directors shall be sent by first class mail or electronic mail to the members of the Council. Other amendments to the By-Laws shall be made by proposal by the Board of Directors, notice of which shall be sent by first class mail or electronic mail to the members of Council at least one (1) month before an Annual Meeting or a special meeting called for the purpose of considering such amendments. No amendments requiring the vote of members of the Council shall be adopted unless it receives the vote of at least two-thirds of those present at such meeting in person or by proxy.
Article XV - Effective Date
These By-Laws shall become effective upon adoption.
Article XVI - Liability of Directors: Indemnification
I. Any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not the liability arises or arose from any threatened, pending or completed action by or in the right of the Council) by reason of the fact that the person at any time is or shall have been a member of the Board of Directors or an Officer of the Council, or is or shall have been serving at the written request of the Council then such person and such person’s heirs and legal representatives (including, without limitation, attorneys-in-fact, guardians, executors and administrators) shall be indemnified by the Council against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding in accordance with and to the full extent then permitted by Pennsylvania law. Any person seeking indemnification from the Council shall notify the Council of the potential liability immediately. Where possible, such person shall not pay any sum or incur any expenses relating to the potential liability prior to notifying the Council and allowing the Council to participate in any decision making regarding the defense strategy and/or settlement offer concerning such potential liability. The foregoing right of indemnification shall not be deemed exclusive of other rights to which any member of the Board of Directors, Officer, agent or other person may be entitled in any capacity as a matter of law or under any bylaw, agreement, vote of members or directors, or otherwise. The Council may purchase and maintain insurance on behalf of any person to the full extent permitted by Pennsylvania law as in effect at the adoption of this bylaw or as amended from time to time. The Council may create a fund of any nature which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations.
II. Each person who at any time is or shall have been a member of the Board of Directors of the Council shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: (A) such person as director has breached or failed to perform the duties of his or her office (as determined under applicable Pennsylvania law) and (B) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
III. The provisions of this Article XVI shall not apply to: (A) responsibility or liability of such person as a member of the Board of Directors pursuant to any criminal statute; or (B) the liability of a member of the Board of Directors for payment of taxes pursuant to local, state or federal law. The provisions of this Article XVI shall be construed to limit the liability of such person as a member of the Board of Directors in accordance with and to the full extent permitted by Pennsylvania law as in effect at the time of the adoption of this bylaw or as amended from time to time.