2024-2025 19 Section 5. The Board of Directors shall have sole jurisdiction as to the qualifications and admission of all members, and shall pass upon by vote, all applications for membership, active and associate. ARTICLE X MEMBERSHIP CERTIFICATES Section 1. Membership in the corporation may be evidenced by certificates of membership and upon the face of which there shall be printed in clear type as a statement that the corporation is a non-profit corporation. ARTICLE XI CORPORATE CAPACITY, AUTHORITY AND GENERAL POWERS Section 1. The corporate capacity and authority and general powers of the corporation shall be those set forth in Article III, Section 301 and 302 of the Pennsylvania Non-Profit Corporation Law. ARTICLE XII POWER TO BORROW MONEY Section 1. The corporation shall not borrow money unless and untila resolution authorizing the same shall have been approved by a majority of all the members of the Board of Directors at a regular or special meeting, duly convened upon proper notice of this purpose. This shall not apply, however, to the purchase, sale and mortgaging of real estate, which shall be done in accordance with the provisions of Section 308 of the Pennsylvania Non-Profit Corporation Law. ARTICLE XIII COLLECTION AND EXPENDITURE OF MONIES Section 1. Since the lawful activities of the corporation require the receipt and payment of money, it shall have the right and power to receive and collect such money to the extent necessary for the accomplishment of the purposes for which it is organized, and, in so doing, may make an incidental profit. All monies so received or collected shall be applied to the maintenance and operation of the furtherance of the lawful activities of the corporation, and in no case shall such monies be divided or distributed in any manner whatsoever among the members of the corporation, except salaries and/or fees of its agents, employees and Executive Vice President. ARTICLE XIV CONTRACTS, NOTES, CHECKS, ETC. Section 1. All notes, evidence of indebtedness, contracts or other instruments of writing, executed or entered into between the corporation and any other person, etc., shall be signed by the President, the Vice President or the Secretary and the seal of the corporation affixed thereto. All checks or vouchers shall be co-signed by the Treasurer, the Executive Vice President, the President or Vice President or any other person or persons designated by the Board of Directors as alternate co-signers, when necessary. ARTICLE XV MEETINGS OF MEMBERS Section 1. There shall be an annual meeting of active members of the corporation to be held at such time and place as shall be designated by the Board of Directors, for the election of Directors and the transaction of such other business as may be brought before the meeting. Section 2. Special meetings of the active members may be called at any time by the President or the Board of Directors. Section 3. Written notice of every meeting of the active members shall be given by the Secretary to each active member at least five days prior to the day named for the meeting; the notice of special meetings to contain the purpose or purposes of the call thereof. Section 4. The presence in person of twenty-five active members shall constitute a quorum for the transaction of business. Section 5. Every active member shall be entitled to one vote. Section 6. Meetings by electronic communication are permitted by any means of which all persons participating in the meeting can hear each other. Section 7. Annual and special meetings of the active members may be held within or outside the Commonwealth of Pennsylvania. Section 8. All meetings shall be conducted in accordance with parliamentary procedures as specified by Roberts Rules of Order. ARTICLE XVI COMMITTEE CHAIRMAN & COMMITTEE MEETINGS Section 1. Committee Chairman should be an Active member of the association. Section 2. Committees should be made up of no more than one- third of associate members any given time. Section 3. Voting rights within a committee are permitted to both active and associate members. Section 4. Motion rights within a committee are permitted to only active members. Section 5. All meetings shall be conducted in accordance with parliamentary procedures as specified by Roberts Rules of Order. ARTICLE XVII FISCAL YEAR Section 1. The fiscal year of the corporation shall be from January 1st to December 31st. ARTICLE XVIII GENERAL PROVISIONS Section 1. The books of this corporation shall be audited annually or at such other time by a recognized public accountant, to be selected by the Board of Directors. ARTICLE XVIIII AMENDMENTS Section 1. These Bylaws may be enlarged, amended or replaced, in all or in part, by either of the following methods: a. By a two-thirds vote of the entire Board of Directors at any regular or special meeting thereof, provided five days’ prior written notice, setting forth therein the nature of purpose of each proposed amendment, be given to each Board member to be acted upon at such meeting. b. By a majority of the active members present at any regular or special meeting thereof, provided: (1) That the proposed amendment or amendments shall either have been recommended by the Board of Directors for adoption or shall have been signed by at least twenty- five (25) of the active members of the corporation; and (2) That written notice of the proposed amendment or amendments together with the time and place of the meeting, shall be given to each active member at least ten (10) days prior to said meeting.
