2024-2025 17 Section 5. Vacancies in the Board of Directors shall be filled by a majority of the remaining members of the Board, for the unexpired terms. Section 6. Meetings of the Board of Directors shall be held at such times and places as the majority of the Directors may from time to time appoint, or as may be designated by the President in the notice calling the meeting. However, the Board must meet at least once a year, especially as soon after the annual meeting of the active members as possible for the purpose of electing Officers and for such other purposes as may be necessary. Notice of every meeting of the Board of Directors shall be given to each Director at least five days prior to the day named for the meeting. Section 7. The acts of a majority of the Directors present at a meeting shall be the acts of the Board of Directors. Section 8. Meetings by electronic communication are permitted by any means of which all persons participating in the meeting can hear each other. Whenever a vote of the Board of Directors is required or permitted in connection with any corporate action, this vote may be taken orally during this communication. The agreement thus reached shall have like effect and validity as though the action were duly taken by the action of the Directors at a meeting of the Board Directors if the agreement is reduced to writing and approved by the Directors at the next regular meeting of the Board of Directors after a communication. Whenever the vote of the Board of Directors at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of the Directors may be dispensed with if all of the Directors agree in writing to the corporate action being taken. The agreement shall have like effect and validity as though the actions were duly taken by the unanimous action of all Directors at a meeting of the Board of Directors duly called and legally held. Section 9. The Board of Directors shall have authority, as expanding activities of the corporation shall require, to establish divisions or departments each relating to specific products, or activities together with necessary personnel to operate said divisions, under the general supervision of the Chief Executive Officer of the corporation. Section 10. The Board shall have the authority to employ and Executive Vice President. The Board shall establish the terms of said employment, including compensation. Section 11. The Board of Directors shall have authority to declare vacant the office of any Director who shall be absent from three consecutive meetings; sickness, disability or any other justifiable reason accepted. Section 12. All Meetings of the Board shall be conducted in accordance with parliamentary procedures as specified by Roberts Rules of Order. ARTICLE VII-A LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. To the maximum extent permitted by applicable law (including the Commonwealth of Pennsylvania) as currently in effect or as may hereafter be amended, no Director or Officer of the Pennsylvania Petroleum Association (PPA), shall be liable to the Pennsylvania Petroleum Association, or its members for monetary damages. Section 2. Subject to the conditions and qualifications set forth in the Commonwealth of Pennsylvania Statutes, amending Title 42 (Judiciary and Judicial Codes) of the Pennsylvania Consoli-dated Statutes, the Association shall indemnify any and all persons who may serve or who have served at any time as Directors or Officers of the Association against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement (before or after suit is commenced) actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding in which they, or any of them, are made parties, or a party, or which may be asserted against them or any of them, by reason of being, or having been a Director or Officer of the Association, except in relation to matters as to which any such Director or Officer or former Director or Officer or person shall be adjudged in any action, suit, or proceeding to be liable for his own negligence or misconduct in the performance of his duty subject to the power of any court to award indemnification notwithstanding such adverse determination. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaws, agreement, vote of members, or otherwise. Section 3. The Association is authorized, to the extent permitted by law, to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Association against any liability asserted against him and/or incurred by him in such capacity or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of the Commonwealth of Pennsylvania Statutes applicable thereto. (Note that if the Association indemnifies for expenses, an understanding for reimbursement must be furnished by Officer or Director sued.) Section 4. No amendment, alteration or repeal of this Article or the adoption, alteration or amendment of any other provision of the Constitution and Bylaws inconsistent with this Article, shall adversely affect any limitation of liability of any Officer or Director under this Article with respect to any act or failure to act which occurred prior to such amendment, alteration, repeal or adoption. ARTICLE VIII NON-STOCK BASIS Section 1. This corporation is organized upon a non-stock basis and does not contemplate pecuniary gain or profit, incidental or otherwise, to its members. ARTICLE IX NUMBER AND QUALIFICATIONS AND DUES OF MEMBERS Section 1. There shall be two classes of membership, active and associate. Such active and associate members may from time to time designate one of their employees as their representative with due written notice to the Secretary, to act and serve on their behalf with the Association. Section 2. Active members shall be convenience store operators, marketers, re-sellers or commission agents of gasoline, distillate and residual heating oil or other petroleum products and fuels, engaged in business in the Commonwealth of Pennsylvania. Section 3. Associate members shall be declared eligible for such membership from time to time by the Board of Directors. Such members are permitted to participate in business meetings of the corporation. Voting rights for associate members are exclusively limited to committee meetings. Section 4. Annual dues of active and associate members shall be fixed from time to time by the majority of the Board of Directors. However, the dues of the active members may be based, in the case of gasoline, distillates and residual oils, upon gallonage of the company, or upon such other formula as may be established by the Board of Directors from time to time.
