PENNSYLVANIA COUNCIL OF MEDIATORS, INC.
Modified as of April 19, 2013
1.1 The name of the corporation is Pennsylvania Council of Mediators, Inc., hereinafter referred to as PCM.
2.1 PCM shall have unlimited powers to engage in and do any lawful act (a) for which non-profit corporations may be incorporated under the Act of November 15, 1972, P.L. 1063 (the “Nonprofit Corporation Law of 1972”), as amended, under the provisions of which PCM is incorporated, and (b) which complies with Section 501(c)6 of the Internal Revenue Code of 1954 (as amended from time to time).
2.2 Without limiting the foregoing, PCM is organized for the following purposes:
3.1 PCM’s principal office shall be located in Bucks County, Pennsylvania.
3.2 PCM may also have other offices at such places as the Board of Directors may, from time to time, appoint or the activities of the corporation may require.
4.1 Classes of Membership: PCM shall have the following classes of membership:
4.2 Member in Good Standing: A member in good standing is any individual, organizational, student or volunteer mediator member of PCM who is current in their membership dues.
4.3 Membership Dues: The fee structure for membership dues shall be established from time to time by the Board.
4.4 Membership Year: The membership year shall commence on the day the member’s annual dues check is received by the PCM Treasurer and shall last for a period of twelve months.
4.5 Benefits of Membership and services to which members are entitled shall be established from time to time by the Board.
MEETINGS OF MEMBERS
5.1 Annual Meetings: There shall be a minimum of one annual meeting of the members of PCM for the election of Board members and officers and for the transaction of such other business as may properly come before PCM members. The annual meeting shall be held each year during the month of April or May. If an annual meeting has not been called and held for any reason, such a meeting may be held at any time during the following twelve (12) months at a special meeting called for that purpose.
5.2 Special Meetings: Special meetings may be called by any one of the following officers: the President, Vice President, Secretary or Treasurer.
5.3 Place and Notice of Meetings: Annual or special meetings of the members of PCM shall be at such time and place as is provided in the notice of the meeting. Written notice stating the place, day, hour and purpose of any meeting of members shall be given by the Secretary (or by officers or persons calling the meeting) to each member of record in good standing. Such notice shall be mailed or transmitted electronically at least ten (10) days before the date of such meeting.
5.4 Quorum: Ten percent (10%) of the members in good standing shall constitute a quorum for the conduct of business at any meeting of the members of PCM.
BOARD OF DIRECTORS
6.1 Board of Directors: The Board of Directors, shall consist of the following:
6.2 Qualifications and Responsibilities: Each officer and director shall be a natural person of 18 years or older and a PCM member in good standing. Additionally, officers shall currently be directors and both officers and directors shall:
6.3 Term of Office:
6.4 Removal: Any director may be removed from office by two-thirds vote of the Board of Directors for failure to attend three or more consecutive meetings of the Board of Directors, or for any other good cause.
6.5 Resignation: Any director may resign at any time by giving written notice to the President and the Secretary. Such resignation shall take effect on the date of receipt of notice or at any later time specified therein.
6.6 Vacancy: Any Board vacancy (including vacancies in officer positions) may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors. This term of office shall be for the unexpired term of his/her predecessor in office.
6.7 Quorum: A simple majority of the whole Board shall constitute a quorum for the transaction of business. Actions of the Board must comply with the provisions of Article X. If there shall be less than a quorum present at any Regular or Special Meeting of the Board of Directors, a majority of those present may adjourn the meeting from time to time and place to place, and shall cause notice of each such adjourned meeting to be given to all absent directors pursuant to Section 6.10. Such adjourned meetings shall continue to be the same type of meeting as they were initially.
6.8 Regular Board of Directors Meetings: In addition to the annual meeting, regular meetings of the Board of Directors shall be held at least four times each year, at such times and places as the Board of Directors shall, by resolution, establish. In the absence of other action by the Board of Directors, such meetings shall be held as called by either the President or the Vice President.
6.9 Special Board of Directors Meetings: Special meetings of the Board of Directors shall be held whenever called by the President or any other Officer.
6.10 Notices of Board of Directors Meetings: Notice of regular and special meetings of the Board of Directors shall be given to each director at least seven (7) days prior to the scheduled date thereof and shall be transmitted personally, electronically or by mail. Additionally, PCM Members shall be notified of the time and place of regular meetings of the Board of Directors by posting that information on PCM’s website or by other written or electronic means.
6.11 Participation in Board Meetings:
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
7.1 The powers and duties of the Board of Directors, which governs the operation of PCM, include:
POWERS AND DUTIES OF OFFICERS
8.1 President: It shall be the duty of the President to:
8.2 Vice President: It shall be the duty of the Vice President to:
8.3 Secretary: It shall be the duty of the Secretary to:
8.4 Treasurer: It shall be the duty of the Treasurer to:
9.1 Committees are responsible for reporting on and making decisions about specific topics of interest, as directed by the Board of Directors.
9.2 The Standing Committees are:
9.3 Ad hoc Committees: From time to time, the Board of Directors may establish, and subsequently disband, ad hoc committees for specific purposes and periods of time.
9.4 Committee Chairs, other than the chair of the Executive Committee, are appointed by the Executive Committee members and shall be PCM members in good standing.
10.1 Decision-making and Consensus: It is the intention of PCM to make business decisions (whether at meetings of the Board or of the members) through free and open dialogue leading to consensus. Consensus is achieved when all voting members present agree to support a course of action, with no one voting member or members expressly taking a stand against or blocking the group’s decision. When consensus cannot be reached, the matter may be decided by a vote of at least sixty percent (60%) of voting members present at a meeting at which a quorum is present (as established pursuant to whichever of Section 5.4.1 or Section 6.7 is applicable).
10.3 Voting Rights: Each member in good standing of PCM shall have one vote. Only members in good standing, including the representative of an Organizational Member designated to vote on its behalf, shall be eligible to vote.
10.4 Meeting Procedures: Unless another set of meeting procedures is adopted for meetings of the members, the Board, or any committee, Robert’s Rules of Order, as revised, shall serve all such meetings.
NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS-AT-LARGE
11.1 Nomination of Directors-at-large: Not later than forty-five (45) days prior to the scheduled date of the winter meeting of the Board of Directors, the Secretary shall notify members in good standing, by electronic transmission or mail, that nominations are open for Directors-at-large, which must be received by the Chair of the Nominating Committee not later than five (5) days prior to that meeting date. The Nominating Committee shall confirm each nominee’s eligibility pursuant to Section 6.2. Nominations by the Nominating Committee shall be published in writing and distributed to members in good standing, by electronic transmission or mail, at least thirty (30) days prior to the annual meeting.
11.2 Nomination of Officers: Nominations for each officer position, complying with Section 9.2B, shall be published by the Nominating Committee in writing and shall be distributed to members in good standing, by electronic transmission or mail, at least thirty (30) days prior to the annual meeting.
11.3 Election of Directors-at-large: In any election in which there is more than one open seat, members in good standing shall be entitled to cast as many ballots as there are open seats, and cumulative voting shall not be permitted. If there are more nominees than open seats, the candidates receiving the largest number of votes shall be elected, and if there is a tie vote , the tie shall be broken by a subsequent vote among only the candidates receiving the same number of votes in the first election.
11.4 Election of Officers: The candidates for office receiving a simple majority vote of the members in good standing present and voting shall be elected. If no candidate for an office obtains a simple majority, a run-off election shall be conducted between the two candidates receiving the highest number of votes.
11.5 Procedures for all Elections: At all elections, proxy votes will be accepted in writing from members entitled to vote but unable to be present. Proxies must be submitted in writing to the Nominating Committee and will be accepted up to three business days before the annual meeting to be counted with other votes cast at the annual meeting. The procedure for casting the votes (e.g., voice, show of hands, secret ballots) shall be established by the Executive Committee at the annual meeting.
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
12.1 Limitation of Directors' Liability: No Director of PCM shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless: (A) the Director has breached or failed to perform the duties of his or her office under Subchapter B of the Pennsylvania Nonprofit Corporation Law of 1988 (relating to standard of care and justifiable reliance), and (B) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to local, State or Federal law.
12.2 Indemnification and Insurance.
12.3. Amendment. The provisions of this Article relating to the limitation of Directors' liability, to indemnification and to the advancement of expenses shall constitute a contract between PCM and each of its Directors and officers which may be modified as to any Director or officer only with that person's consent or as specifically provided in this Section. Notwithstanding any other provision of these bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or officer shall apply to such Director or officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director of PCM, or limit the rights of an Indemnitee to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these bylaws, no repeal or amendment of these bylaws shall affect any or all of this Article so as either to reduce the limitation of Directors' liability or limit indemnification or the advancement of expenses in any manner unless adopted by the unanimous vote of Directors of PCM then serving, provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.
12.4. Changes in Pennsylvania Law. References in this Article to Pennsylvania law or to any provision thereof shall be to such law as it existed on the date this Article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or limits the indemnification rights or the rights to advancement of expenses which PCM may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits PCM, without the requirement of any further action by Directors, to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than PCM was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.
MODIFICATION OF BYLAWS
13.1 Any member in good standing may, at any Board of Directors or annual meeting, propose a bylaw change.
13.2 The proposed bylaw change must be seconded by another member in good standing.
13.3 The question of change is then referred to the Board of Directors and subsequently to an ad hoc organizational committee for review.
13.4 The ad hoc organizational committee will review the proposed changes and advise the Board of Directors.
13.5 The Board of Directors will review the proposed change(s) and approve a final version which shall be published in writing and distributed to the members in good standing at least 30 days prior to the next annual meeting.
13.6 Quorum: Ten percent of the members in good standing shall constitute a quorum for the modification of bylaws.
13.7 At the annual or special meeting, at which a quorum is present, a simple majority is required to modify the bylaws. For all bylaw modifications, proxy votes will be accepted in writing from members entitled to vote but unable to be present at the annual meeting. Proxies must be submitted in writing to the ad hoc organizational committee and will be accepted up to three business days before the annual meeting, to be counted with other votes cast at the annual meeting.
14.1 Upon dissolution of PCM pursuant to the provisions of the Nonprofit Corporation Law of 1972, as amended, the payment of all its debts and the winding up of its affairs, any remaining assets shall be distributed, in equal shares, to all of its nonprofit organizational members that are organized for charitable, religious, scientific, testing for public safety, literary or educational purposes and that qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code, as they now exist or as they may be hereafter amended.