BYLAWS 2007

ARTICLE I

INTERPRETATIONS

SECTION 1.1 Definitions. In these Bylaws, unless the context otherwise requires:

“Associate Members” - means those individuals who meet the membership criteria for Associate Members found in Section 3.1 herein who have made application to become Associate Members of the Association and have paid such dues as the Board may determine.

“Association” - means the non-profit membership corporation incorporated in the Commonwealth of Pennsylvania and named The Philadelphia Association of Paralegals.

“Board" - means the Board of Directors of the Association.

“Chair” - means an individual, acting individually or jointly with another, who leads one of the Association’s Committees.

"Committee” – means a member or group of members that is perpetual and continues unless otherwise dissolved. A committee may be chaired by one or more individual(s) who are members of the Association in good standing at the time of their election/appointment. Committee Chairpersons and members must be in good standing during their service on a committee. A committee may be divided into subcommittees when necessary.

“Director” - means a duly elected member of the Board in good standing.

“Good Standing” - means having made application to become a member, having met membership criteria found in Section 3.1 herein and having paid such dues as the Board may determine.

“Notice” - means informing the member or members of an event in writing either via first class mail, email, publication in newsletter or telephone call.

“Sustaining Members” - means those individuals who meet the membership criteria for Sustaining Members found in Section 3.1 herein who have made application to become Sustaining Members of the Association and have paid such dues as the Board may determine.

“Officers” – means the officers of the Association as specified in Section 6.1 herein.

“Paralegal” – means a person qualified through education, training and/or work experience to perform substantive legal work that requires knowledge of legal concepts
and is customarily, but not exclusively, performed by a lawyer. This person may be retained or employed by a lawyer, law office, governmental agency or other entity or may be authorized by administrative, statutory or court authority to perform this work. Substantive shall mean work requiring recognition, evaluation, organization, analysis, and communication of relevant facts and legal concepts.

“Student Members” – means those individuals who meet the membership criteria for Student Members found in Section 3.1 herein who have made application to become Student Members of the Association and have paid such dues as the Board may determine.

“Voting Members” – means those individuals who meet the membership criteria for Voting members found in Section 3.1 herein who have made application to become
Voting members of the Association and have paid such dues as the Board may determine.

SECTION 1.2 Law to Apply. In the event of any dispute as to the meaning of any term or phrase contained herein, Pennsylvania state law shall be held to apply.

SECTION 1.3 Severability. If any paragraph hereof shall be held to be invalid, all other paragraphs hereof shall continue in force and effect.

ARTICLE II

BUSINESS OF THE ASSOCIATON

SECTION 2.1 Purposes. The purpose of the Association is:

1. Promotion and maintenance of high standards in the paralegal profession;

2. Fostering creative expansion of paralegal roles;

3. Offering and encouraging the continuing education of paralegals;

4. Informing members of all developments in the paralegal profession;

5. Promoting the education of employers and consumers in the use of paralegals and their role in the delivery of legal services;

6. Establishment and maintenance of the mutually beneficial relationships with local, state and national bar associations;

7. Communicating with other paralegal associations;

8. Providing service to the legal consumer and the legal community under the supervision of an attorney.

SECTION 2.2 Registered Office. The registered office of the Association in the Commonwealth of Pennsylvania shall be as designated in the Articles of Incorporation as amended.

SECTION 2.3 Other Offices. The Association may also have offices at such other places as the Board of Directors may from time to time determine.

SECTION 2.4 Fiscal Year. The fiscal year of the Association shall begin on the 1 st day of January and end on the 31 st day of December in each year.

SECTION 2.5 Execution of Instruments. All contracts, agreements and other instruments authorized by the Board and all checks, drafts, or other orders for the payment of money issued in the name of the Association shall be signed by such person or persons and in such manner as may be designated by the Board; and unless so designated by the Board or in these Bylaws, no person shall have authority to bind the Association by any contract or engagement or to render it liable in a pecuniary manner for any purpose or for any amount.

SECTION 2.6 Banking Arrangements. The banking business of the Association shall be transacted with such banks, trust companies, firms or corporations as may be designated by or under authority of the Board. Such banking business or any part thereof shall be transacted under such agreement, instructions and delegations of powers as the Board may prescribe or authorize.

SECTION 2.7 Administrative Assistant. The Board, on behalf of the Association, may select and contract for the services of an Administrative Assistant. The Administrative Assistant shall perform services for all Board members, but shall report directly to the First Vice President. In the absence of the First Vice-President, the Administrative Assistant shall report to the Second Vice President of the Association. The duties of the Administrative Assistant shall include, but are not limited to, the following:

1. Maintain the Association’s administrative offices;

2. Maintain the Association’s administrative records;

3. Upon approval of the Vice-President(s), provide support to the Board, or Committees upon request;

4. Coordinate with Board members to produce and process Association mailings;

5. Coordinate with the Secretary to maintain binders of all meetings of the Board and any Committees, and issue notices of meetings of the Association’s members and of the Board and of any Committee as specified in Articles VI and VII of these Bylaws.

ARTICLE III

MEMBERSHIP

SECTION 3.1 Classes of Membership. There shall be five (5) classes of membership of the Association, consisting of “Voting,” “Associate,” “Sustaining Individual,” “Sustaining Institutional”, and “Student,” as follows:

• Voting Members. Any person who is employed as a paralegal may apply to become a Voting Member and, upon approval of their application, will be entitled to one vote on all matters which require the vote of members of the Association. A paralegal shall be defined as a person qualified through education, training or work experience to perform substantive legal work that requires knowledge of legal concepts and is customarily, but not exclusively, performed by a lawyer, that are not primarily secretarial in nature;

• Associate Members. Any person who has completed a course of paralegal study, but who is not so employed at the time of application for membership or annual renewal, or any person who has been employed as a paralegal, but who is not employed as a paralegal at the time of application for membership, or at the time of annual renewal of such membership may apply to become an Associate Member; and, upon satisfaction of the requirements for a Voting Member, may become a Voting Member. Associate Members shall not be entitled to vote on matters requiring the vote of the members of the Association;

• Individual Sustaining Members. Any person not accommodated by the Voting Member or Associate Member classes of membership, but who is interested in supporting the purposes of the Association, may become an Individual Sustaining Member. An Individual Sustaining Member shall not be entitled to vote on matters requiring the vote of members of the Association.

• Institutional Sustaining Members. Any partnership, association, corporation or other entity interested in supporting the purposes of the Corporation may become an Institutional Sustaining Member. An Institutional Sustaining Member shall not be entitled to vote on matters requiring the vote of members of the Association.

• Student Members. Any person who is enrolled in a formal course of study intended to lead to employment as a paralegal. A Student Member shall not be entitled to vote on matters requiring the vote of the membership.

SECTION 3.2 Membership Application. Any natural person of full age, or any entity, shall be admitted to the membership upon written application, if the applicant is found by the Association to have met the requirements prescribed by the Membership Committee and approved by the Board of Directors. The Association’s membership requirements shall not exclude or discriminate on the basis of race, color, religion, sex, national origin, age or physical handicap. Membership approval shall be contingent upon payment of applicable dues.

SECTION 3.3. Transferability. Membership is the personal property of the individual or institution who pays membership dues to the Association. No individual member may transfer the membership granted by the Association, or any right arising there from. Sustaining membership issued to an organization is transferable in the event the Association member retires or leaves a position prior to the expiration of such annual membership, and provided the transferee meets the qualifications for membership.

SECTION 3.4 Membership Prohibitions. All members are prohibited from selling, using or otherwise distributing the Association membership lists for advertisement, endorsement, or business development purposes, unless otherwise permitted by the Board.

SECTION 3.5 Dues and Assessments. The Membership Committee may recommend, and the Board of Directors shall determine from time to time the amount of annual dues payable to the Association by members of each class. The membership year and the fiscal year of the Association shall be the calendar year. The Board of Directors may impose assessments upon all members of the same class, or upon different classes of members, provided such assessments are alike in the class upon which such assessments are imposed.

SECTION 3.6 Resignation/Removal. Members shall cease to be members, as the case may be, upon their resignation from the Association, or their failure to meet membership requirements, or sixty (60) days after nonpayment of dues or other assessments; or may be expelled from the Association for failure to act in furtherance of the purposes of the Association as set forth in the Articles of Incorporation, or for such other reasons as the Board of Directors shall adopt such procedures as necessary to accomplish the foregoing, including procedures enforcing the collection of dues or other assessments, providing for the termination of membership upon reasonable notice and specifying the procedure for reinstatement of membership. Such procedures shall be uniformly applied to all members similarly situated. In the event of a resignation from or removal by the Board, dues previously paid by a member shall be non-refundable.

SECTION 3.7 Membership Committee. The Membership Committee shall review each application to determine that the appropriate category of membership has been elected. Subject to the approval of the Board, the determination of the Membership Committee is final.

ARTICLE IV

MEETING OF MEMBERS

SECTION 4.1 Place of Meetings. All meetings of the members shall be held at the registered office of the Association or such other place, either within or without the Commonwealth of Pennsylvania, as the Board may from time to time determine. Members of all classes may attend meetings of members, but only Voting members may vote thereat.

SECTION 4.2 Meeting to Elect the Board of Directors. A regular meeting of the members of the Association shall be held on the third Tuesday in November of each year commencing at 12:30 p.m., or at such other date and time in each calendar year as may be fixed by the Board, for the purpose of electing Directors, and for the transaction of such other business as may properly come before the meeting. If the regular meeting to elect Directors shall not be called and held within six (6) months after the designated time, any Voting Member may call such meetings at any time thereafter. Election of Directors shall be by written ballot and the powers of the newly elected Directors (the Board-Elect) shall be as set forth in Section 5.1 hereof. Written notice of the regular meeting to elect Directors, specifically the place, and the date and the hour of such meeting, shall be given at least ten (10) days prior to the date of the meeting, unless a greater period of notice is required by Statute in a particular case.

SECTION 4.3 Annual Meeting. An annual meeting of the members shall be held on the third Tuesday in the month of January in each calendar year, or at such other date and time in each calendar year as may be fixed by resolution of the Board. The purposes of such meeting shall be the presentation of the Board-Elect, Officers-Elect and Committee Chairpersons-Elect to the members of the Association, the oral presentation of annual committee reports and officers’ reports, reports to the membership, and the transaction of such other business as may properly come before the meeting. If the annual meeting shall not be called and held within six (6) months after the designated time, any Voting Member may call such meeting at anytime thereafter. Written notice of the annual meeting, specifying the place, the date and the hour of such meeting, shall be given at least ten (10) days prior to the date of the meeting, unless a greater period of notice is required by Statute in a particular case.

SECTION 4.4 Special Meetings. Special meetings of members, for any purpose or purposes, other than those regulated by Statute or by the Articles of Incorporation, may be called at any time by the President, or the Board of Directors; or not less than ten percent (10%) of the members, upon written request, delivered to the Secretary of the Association. Upon receipt of any such request, it shall be the duty of the Secretary to determine the time of the meeting, which shall be held not less than ten (10) days thereafter, as the Secretary may determine. If the Secretary shall neglect or refuse to determine the date of the meeting, the person or persons calling the meeting may do so. Written notice of any special meeting of the members, stating the place, the date and hour and the general nature of the business to be transacted thereat, shall be given to each Voting Member at such address appearing on the membership records of the Association, at least ten (10) days before such meeting, unless a greater period of notice is required by Statute in a particular case. Business transacted at all special meetings shall be confined to the business stated in the notice.

SECTION 4.5 Quorum. One hundred (100) Voting members present in person or represented by proxy shall be necessary to constitute a quorum at all meetings of the members for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation or by these Bylaws. If, however, any meeting of the members cannot be organized because a quorum has not attended, the Presiding Officer shall have the power, except as otherwise provided by Statute, to adjourn the meeting to such a time and place as he/she may determine, but in the case of any meetings called for the election of Directors, such meeting may be adjourned only from day to day, or for such longer periods, not exceeding fifteen (15) days each, as the Presiding Officer shall direct, until such Directors shall have been elected. Voting members who attend a second of adjourned meetings called for the election of Directors, in person or by proxy, although less than a quorum as set forth in this section shall, nevertheless, constitute a quorum for the election of Directors. At any adjourned meeting at which quorum shall be present or represented, business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is present or represented at any meeting, the vote of a majority of the Voting members shall decide any question brought before such meeting, unless a different vote is required by Statute or the Articles of Incorporation, or these Bylaws in a particular case.

SECTION 4.6 Proxies. Every Voting Member may authorize another Voting Member to act for him or her by proxy to vote at a meeting. Every proxy shall be executed in writing by the Voting Member, or by his or her duly authorized attorney-in-fact, and received by the Secretary of the Association at least forty-eight (48) hours prior to the scheduled time of the meeting. In the event that a quorum is not present at the originally scheduled meeting, those persons in attendance at that meeting may submit proxies for the first adjourned and/or second adjourned meetings. Each and every proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice thereof to the Secretary of the Association. No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy be voted upon after three (3) years the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice if such death or incapacity is given to the Secretary of the Association.

SECTION 4.7 Telephone Participation. One (1) or more members may participate in a meeting of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Any members so participating shall act in accordance with the guidelines for telephone participation as set forth in the Procedures Manual of the Association.

SECTION 4.8 Informal Action By Members. Except as otherwise provided in the Articles of Incorporation or the Bylaws, any action required to be taken at a meeting of the members may be taken without a meeting, if a consent or consents in writing setting forth the action so taken, shall be signed by all of the Voting members and shall be filed with the Secretary of the Association.

SECTION 4.9 Determination of Members of Record. The Board of Directors may fix a time, not more than sixty (60) days prior to the date of any meeting of members or any adjournment thereof as a record date for the determination of the members entitled to notice of such meeting. In such a case, only Voting members in good standing of record on the date so fixed shall be entitled to vote at such meeting, in person or by proxy, notwithstanding any increase or other change in membership in the books of the Association after any record date fixed as aforesaid. If no such record date is fixed, the record date for determining members entitled to vote at a meeting of members shall be at the close of business in the day next preceding the day on which notice is given, or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining members entitled to express consent or dissent to corporate action in writing without a meeting, where no prior action by the Board of Directors is necessary, shall be the day on which the first written consent or dissent is expressed. The record date for determining members for any other purpose shall be at the close of business in the day on which the Board of Directors adopts the resolutions relating thereto.

SECTION 4.10 Voting Lists. The Secretary of the Association shall make, at least five (5) days before each meeting of the Voting members, a complete list of the Voting members, arranged in alphabetical order, with the address of each, which list shall be kept on file with the Secretary of the Association, and shall be subject to inspection by any Voting member during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any Voting member during the whole time of the meeting.

ARTICLE V

DIRECTORS

SECTION 5.1 Powers. The business and affairs of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things that are provided by Statute, or by the Articles of Incorporation, or by these Bylaws directed or required to be exercised and done by members, including the retention of legal counsel, accounting professionals, and other professional advisors as it so deems necessary.

SECTION 5.2(a) Election of Directors. The number of Directors which shall constitute the entire Board of Directors shall be such number, not less than five (5) nor more than fifteen (15), as the Board of Directors may determine. Directors shall be natural persons of full age and need not be residents of the Commonwealth of Pennsylvania. All Directors shall be Voting Members in good standing of the Association, as defined in the Procedures Manual of the Association, at the time of their election and throughout their tenure as a member of the Board of Directors. Except as hereinafter provided, in the case of vacancies, Directors, other than those constituting the first Board of Directors, shall be elected by the Voting members at the regular meeting of the members in November as heretofore provided, and shall have the singular power to name Officers-Elect and Committee Chairpersons-Elect immediately upon the adjournment of said meeting. The Board-Elect shall have full power to act as the Board of Directors as set forth in Section 5.1 hereof, immediately upon adjournment of the annual meeting and prior to the organizational meeting of the Association.

SECTION 5.2(b) Qualifications. No person shall be qualified as a member of the Board unless such person is a Voting Member in good standing, has been a member of the Association for at least two (2) consecutive years, and has served at least one year on a Committee, except as otherwise approved by the Board.

SECTION 5.2(c) Term. Beginning with the year 1992, the term of office of Directors shall be two years. The Board of Directors shall be divided as nearly equally as possible into two groups, so that one-half (or as near to one-half as possible) of the Director positions expire annually on third Tuesday of the month of January in each calendar year, or at the time of induction of the new Board.

SECTION 5.3 Vacancies. Should Board membership drop below five (5), except as herein provided, any vacancy occurring on the Board for whatever reason shall be filled for the balance of the unexpired term by electing, by a majority vote, a candidate qualified by the Nominating Committee.

SECTION 5.4 Resignations. Any Director or officer of the Association may resign at any time by giving written notice to the President or the Secretary of the Association. Such resignation shall take effect as of the date of receipt of such notice, or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5.5 Minimum Attendance Requirements for Directors. Directors shall be required to attend a minimum of 75% of the Board Meetings a year, in addition to attending the organizational meeting, unless excused by the President. Failure to attend the required minimum number of Board Meetings may result in immediate dismissal from the Board.

SECTION 5.6 Place of Meetings. All meetings of the Board of Directors shall be held at such a place within the Commonwealth of Pennsylvania as may be designated in the notice calling for the meeting.

SECTION 5.7 Organizational Meeting. The first meeting of each newly elected Board of Directors shall be held on or before January 31 st in each calendar year at a time and place, determined by the Board of Directors. Notice of the organizational meeting shall be sent to current Directors, Directors-Elect, and Committee Chairs at a reasonable time prior to the meeting. The organizational meeting may convene at such time and place as may be fixed by the consent or consents in writing of all of the Directors.

SECTION 5.8 Regular Meeting. Regular meetings of the Board of Directors may be held at such time and at such place as shall be determined from time to time by the Board of Directors. Notice of regular meetings shall be given within five (5) days of such meeting.

SECTION 5.9 Special Meeting. Special meetings of the Board of Directors may be called by the President or Secretary upon twenty-four (24) hours notice to each Director in the manner set forth in Section 7.3 of these Bylaws. Special meetings shall be called by the Secretary of the Association in like manner, and in like notice on the written request of two Directors. Notice of each special meeting of the Board of Directors shall specify the date, the place, the hour and the purpose of the meeting.

SECTION 5.10 Quorum. At all meetings of the Board of Directors, a majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present, shall be the acts of the Board of Directors, except as may be otherwise specifically provided by Statute or by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Directors, the Directors present thereat shall adjourn the meeting. It shall not be necessary to give any notice at the adjourned meeting of the business to be transacted thereat other than by announcement at the time of the meeting at which such adjournment is taken.

SECTION 5.11(a) Nominating Committee. The Nominating Committee shall be composed of three (3) members of the Board. Any vacancy occurring on the Nominating Committee for whatever reason, shall be filled for the balance of the unexpired term by a majority vote of the remaining members of the Board subject to the provisions as set forth herein. At the first meeting of the Board after the annual meeting in each year, the Board of Directors shall meet and elect the three (3) representatives of the Board to serve on the Nominating Committee.

SECTION 5.11(b) Nominating Committee Duties. The Nominating Committee shall be obligated to actively seek qualified candidates for the offices for which nominations shall be made; require each candidate for the office to submit the following documents for review: resume, written statement concerning his or her interest in serving in such office as he or she desires to be a candidate for; attestation of employer verifying such candidate’s employment and employers acknowledgment of support of such candidacy. The Nominating Committee will also make recommendations regarding nominations only after full evaluation and discussion of the qualifications of each candidate for each office for which nominations have been made and the merits of each candidate for such office, including verification of good standing status. The Nominating Committee shall set deadlines for the candidate review process. Such deadlines will be set prior to accepting any nominations for the Board of Directors or Committee Chairpersons. The Nominating Committee shall undertake any related responsibilities as are deemed appropriate to the functioning of the Committee and the welfare of the membership.

SECTION 5.11(c) Committees on the Board. The Board of Directors may, by resolution adopted by the majority of the whole Board, establish an Executive Committee and/or one (1) or more other committees, each committee to consist of one (1) or more of the Directors of the Association, and such other persons as the Board of Directors may determine. The Board may designate one (1) or more Directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. The Executive Committee and one or more other committees shall have such powers as are delegated to each of them by the Board of Directors; provided, however, the powers enumerated below may not be delegated by the Board to any committee including the Executive Committee:

1. The submission to the members of any such action requiring approval of the Voting members;

2. The filling of vacancies on the Board of Directors;

3. The adoption, amendment or repeal of the Bylaws;

4. The amendment or repeal of any resolution of the Board; or

5. Action on matters permitted by the Bylaws or resolution of the Board of Directors unless otherwise provided in the resolution of the Board of Directors designating such committees, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee.

SECTION 5.12 Requirements for Committee Chairpersons. Requirements for Committee Chairpersons of the Association at meetings of the Board of Directors shall be set forth in the Procedures Manual of the Association. Committee chairs and co-chairs must be voting members of the Association and in good standing at the time of their election/appointment and for the duration of their service on committees.

SECTION 5.13 Telephone Participation. One (1) or more Directors may participate in a meeting of the Board of Directors, or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

SECTION 5.14 Informal Action By Directors or Committees. Any action which may be taken at a meeting of the Directors, or of the members of a Committee of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors or the members of a committee, as the case may be, and shall be filed with the Secretary of the Association.

SECTION 5.15 Remuneration. Board members shall serve without payment of salary.

SECTION 5.16 Liability Limitation (as adopted 11/19/91). A Director of the Association shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless he/she has breached the standards set forth in Title 42, Chapter 83, Section 8363 of the Pennsylvania Consolidated Statutes, as amended, relating to performance of a Director’s duties and such breach or failure to perform constitutes self dealing, willful misconduct or recklessness. The foregoing limitation or liability shall be retroactive to the fullest extent permitted by law. The exemption from liability shall not apply to the responsibility or liability of a Director pursuant to any criminal Statute or the liability of a Director for the payment of taxes pursuant to local, state or federal law. If the Pennsylvania Consolidated Statutes hereafter are amended to authorize the further elimination or limitation of the liability of Directors, then the liability of a Director of the Association to the limitation on personal liability provided herein, shall be limited to the fullest extent of the permitted by the amended Pennsylvania Consolidated Statutes. Any repeal or modification of this section shall be prospective only, and shall not adversely affect any limitation in the personal liability of a Director of the Association existing at the time of such repeal or modification unless directed by law.

SECTION 5.17 Conflict of Interest. A Board member or officer who is a party to, or who is a director or officer of, or who has a material or financial interest in, any corporation, partnership, association or other organization which is a party to a material contract or proposed material contract with the Association, shall disclose the nature and extent of that interest at the time and in the manner provided by Pennsylvania state law. Such a director shall not vote on any resolution to approve the same except as provided by Pennsylvania state law.

ARTICLE VI

OFFICERS

SECTION 6.1 Qualification and Designation. The officers of the Association shall be elected by the Board of Directors, and shall be a President, two (2) Vice Presidents, a Secretary and a Treasurer. Candidates for President and Vice President(s) must have served one year of office on the Board. Candidates must also meet any additional qualifications required for Board membership as set forth in Section 5.2 of these Bylaws. The Officers shall be natural persons of full age. The same person may hold no two offices except for those of Secretary and Treasurer.

SECTION 6.2 Election/Term of Office/Removal of Officers. The Board-Elect immediately following each regular meeting of members in November at which it is elected, shall elect a President, two Vice Presidents, a Secretary, and a Treasurer. Each officer of the Association shall take office immediately upon adjournment of the Annual Meeting, and shall hold office until his or her successor is duly elected and qualified. The Board may remove any officer or agent elected or appointed by the Board of Directors whenever, in its sole judgment, the best interest of the Association will be served thereby. Removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the Board of Directors shall fill the vacancy. The First-Vice President shall fill presidential vacancies for the balance of the unexpired presidential term. If the First-Vice President is unable to so fill a presidential vacancy, the vacancy shall be filled in accordance with the procedure for the filling of other vacancies on the Board. The Second-Vice President shall fill vacancies arising in the position of First-Vice President. The presentation of all new officers shall take place at the Association’s Annual Meeting of members, or at such other time determined by the Board.

SECTION 6.3 Additional Officers. The Board of Directors may also elect such other officers and assistant officers and agents from among the members of the Board of Directors as the needs of the Association may from time to time require, who shall hold their offices for such terms, and shall have such authority, and shall perform such duties as shall be determined by resolution of the Board of Directors.

SECTION 6.4 President. The Presidential term of office shall be one (1) year. The President shall have served at least one (1) year on the Board prior to election, and shall be the Chief Executive Officer of the Association. The President shall preside at all meetings of the members and Directors, shall manage the business of the Association and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute bonds, mortgages and other contracts requiring the Corporate seal, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Association. Additional responsibilities of the President include:

• Serve as chief representative of the Association at other meetings;

• Serve as chief spokesperson for the Association;

• Serve as liaison to Bar Associations.

SECTION 6.5 Vice Presidents. The Vice Presidential terms of office shall be one (1) year. The First- and Second-Vice President, in the order delegated by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors may prescribe, or the President may delegate.

SECTION 6.6 Secretary. The Secretary’s term of office shall be one (1) year. The Secretary shall attend all sessions of the Board of Directors and all meetings of the members and record all the votes of the Association and minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the committees of the Board when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary shall keep in safe custody the Corporate seal of the Association, and, when authorized by the Board, to affix the same to any instrument requiring it, and, when so affixed, it shall be attested by the signature of the Secretary or an Assistant Secretary.

SECTION 6.7 Treasurer. The Treasurer’s term of office shall be one (1) year. Responsibilities of the treasurer include:

• Oversee the receipt and deposit of all funds belonging to the Association;

• Approve check requests and issue checks in payment of bills authorized for payment on behalf of the Association, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board, at the annual meeting and at such other times as the Board of Directors may require, an account of all transactions of the Treasurer and of the financial condition of the Association;

• Keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all moneys and other valuable effects in the name of, and to the credit of the Association in such depositories as shall be designated by the Board of Directors;

• Coordinate the issuance of monthly reports and other financial reports to the Board as requested;

• Prepare and monitor the annual budget for the Association;

• Participate in or monitor, and be apprised of all meetings and communications with relevant third parties, such as accountants and tax authorities;

• If required to do so by the Board of Directors, the Treasurer shall give the Association a bond in such sum, and with such surety or sureties as may be satisfactory to the Board of Directors, for the faithful discharge of the duties of the Association, in case of death, resignation, retirement, or removal from office, of all books, paper, vouchers, money and other property of whatever kind in the possession, or under the control of the Treasurer belonging to the Association.

The officers of the Association shall have such other duties and responsibilities as may be designated by the Board.

SECTION 6.8 Remuneration. Officers of the Association shall serve without payment of salary.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.1 Financial Reports. The Directors of the Association shall present annually to the members a report, the contents of which are prescribed in Section 7555 of the Pennsylvania Nonprofit Corporation Law of 1972, as amended, or its successor provisions, a copy of which report shall be filed with the minutes of the Annual Meeting of members.

SECTION 7.2 Corporate Seal. The Corporate seal shall have inscribed thereon the name of the Association, the year of its organization and the words “Corporate Seal, Pennsylvania.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

SECTION 7.3 Notice of Meetings. Whenever, under the provisions of the Statutes or of the Articles of Incorporation or of the Bylaws, notice is required to be given to any person, it may be given to such person either personally, by telephone or by sending a copy thereof first class mail, postage prepaid, or by electronic mail or facsimile, to the address appearing on the membership records of the Association. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. A notice of meeting shall specify the place, the day and the hour of the meeting any other information required by these Bylaws or by the Pennsylvania Nonprofit Corporation Law, as amended.

SECTION 7.4 Notice of Publication. Persons authorized or required to give notice of a meeting of members, may, in lieu of any written notice of a meeting of members required to be given by Statute, give notice of such meetings by causing notice of such meeting to be officially published. If eighty percent (80%) of the members entitled to vote at the meeting do not have addresses of record within the territory of general circulation of the newspapers required for “official publications” the notice shall also be published in newspapers which have an aggregate territory of general circulation which includes the addresses of record of at least eighty percent (80%) of such members of record. “Officially publish” means to publish in two (2) newspapers in the English language in the county in which the registered office of the Association is, one (1) of which shall be a newspaper of general circulation and the other the legal newspaper, if any, designated by the rules of court for the publication of legal notices; or, if there is no such legal newspaper, in two (2) newspapers of general circulation published in the county. When there is but one (1) newspaper of general circulation in any county, advertisement in such newspaper shall be sufficient. Where no other frequency is specified, the notice shall be published one (1) time in the appropriate newspaper or newspapers. Notice given under this Section shall be deemed to be written notice to every member of record entitled to vote at the meeting.

SECTION 7.5 Waiver of Notice. Whenever any written notice is required to be given by Statute or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent of the giving of such notice. Except in the case of a special meeting of members, neither the business to be transacted, nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened, shall constitute waiver of notice.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

SECTION 8.1 Right to Indemnification. Each person who was or is made a party to or is threatened to be made a party to or is involved in any action, suit or proceeding (hereinafter a “Proceeding”), whether civil, criminal, administrative or investigative, including, without limitation, an action or suit by or in the right of the corporation, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director or officer of the corporation or is or was serving at the request of the corporation as a Director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as Director or officer or in any other capacity, shall be indemnified and held harmless by the corporation to the fullest extent and manner authorized or permitted by the laws of the Commonwealth of Pennsylvania, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of his or hers heirs, executors and administrators; provided however, that except as provided in Section 8.4 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Article shall be a contract right and each person to whom this right to indemnification applies shall be a third party beneficiary of such right and shall be entitled to enforce against the corporation all indemnification and other rights granted to such person by this Article. Such right shall include the right to be paid by the corporation the expenses incurred in any such proceeding in advance of its final disposition; provided however, that if the laws of the Commonwealth of Pennsylvania require, the payment of such expenses incurred by a Director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified under this Article or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees, agents, fiduciaries and other representatives of the corporation or to any person who is or was serving at the request of the corporation as an employee, agent, fiduciary or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plan, with the same or lesser scope and effect as set forth herein and in the other sections of this Article. If and to the extent that the laws of the Commonwealth of Pennsylvania require that indemnification be provided in a given instance only if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, then termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, that he or she had reasonable cause to believe that his or her conduct was unlawful. Termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself be a determination by a court that the act or failure to act giving rise to a claim for indemnification constituted willful misconduct or recklessness.

SECTION 8.2 Denial of Right to Indemnification. Indemnification under Section 8.1 above shall be made by the corporation unless a determination is reasonably and promptly made that indemnification of a Director or officer is not proper in the circumstances because of grounds for denying indemnification under this Article or under applicable law. Such determination may be made only (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such proceeding (“disinterested Directors”), or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

SECTION 8.3 Expenses in Successful Defense. Notwithstanding any other provisions of this Article, to the extent that a Director or officer of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 8.1 above or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 8.4 Right of Claimant to Bring Suit. If a claim under Section 8.1 of this Article is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the laws of the Commonwealth of Pennsylvania for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the laws of the Commonwealth of Pennsylvania, nor an actual determination by the corporation (including its Board of Directors or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.5 Non-Exclusivity of Rights. The rights to indemnification and the payment of expenses incurred in a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, the Procedures Manual, agreement, vote of disinterested Directors or otherwise.

SECTION 8.6 Insurance. The corporation shall, as the Board may determine, maintain insurance, at its expense, to protect itself and any Director, officer, employee, agent, fiduciary or representative of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against expense, liability or loss under the laws of the Commonwealth of Pennsylvania.

SECTION 8.7 Interpretation. For purposes of this Article:

References to “the corporation” shall upon written resolution of the Board of Directors of the corporation include, in addition to the corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors or officers, so that any person who is or was a Director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director of officer of another corporation, shall for purposes of the Article be deemed to hold the same position in the corporation as he or she held in such constituent corporation.
A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article.

SECTION 8.8 Amendment or Repeal. This Article may hereafter be amended or repealed; provided, however, that no amendment or repeal shall reduce, terminate or otherwise adversely affect the right of a person who is or was a Director or officer to obtain indemnification or advancement of expenses with respect to a proceeding that pertains to or arises out of actions or omissions that occur prior to the effective date of such amendment or repeal, which date cannot be retroactive.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended or repealed by a majority vote of the Voting members at any regular or special meeting duly convened after notice to the Voting members of that purpose, or by a majority vote of the members in office of the Board of Directors at any regular or special meeting convened, subject always to the power of the members to change such action by the Directors, and except on certain Objects committed exclusively to the members as described in Section 7504 (b) of the Pennsylvania Nonprofit Corporation Law of 1972, as amended, or its successor provisions.

ARTICLE X

DISSOLUTION

The Board may adopt a resolution recommending that the Association be dissolved and direct the question of such dissolution to a vote by the Voting members at a meeting called for such purpose. The Association may be dissolved upon receiving at least three quarters of the votes which Voting members present at such meeting in person or by proxy are entitled to cast. In case of dissolution of the Association, the Board shall authorize the payment of all indebtedness (not including any dues) of the Association. Assets shall be distributed as provided by the Articles of Incorporation or Pennsylvania state law.