Reading Pride Celebration Bylaws
BYLAWS
of
READING PRIDE CELEBRATION
a Pennsylvania Nonprofit Corporation
ARTICLE I
Name
1.1 The name of this corporation is Reading Pride Celebration.
ARTICLE II
Purposes
The purposes of the corporation are exclusively for charitable and educational purposes as set forth in the Articles of Incorporation, as may be amended from time to time. The purposes of the corporation include to eliminate prejudice and discrimination of the LGBTQ+ Community in the Greater Reading Area; to celebrate and foster a sense of pride, unity and diversity in the LGBTQ+ Community in the Greater Reading Area; and to advance the education of the LBGTQ+ Community and the larger community in the Greater Reading Area about the LGBTQ+ Community and the purposes of this organization and what it has to offer.
In pursuing such purposes, the corporation shall not act so as to impair its eligibility for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE III
Offices
Principal Office. The principal office of the corporation shall be 201 Washington Street, Suite 556, Reading, PA 19601 or such other location as the Directors may from time to time determine.
Other Offices. The corporation may also have offices at such other places as the Directors may select.
ARTICLE IV
Seal; Term
Seal. The corporate seal of the corporation shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Pennsylvania".
Term. The term of the corporation shall be perpetual.
ARTICLE V
Members
Membership Corporation. The corporation shall have no members. The Directors shall have all powers and duties for the conduct of the activities of the corporation.
Honorary Titles. The corporation may create such classes of “membership,” such as contributing members or honorary members, as the Directors see fit, but such persons shall not have the rights of members under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “Act”).
ARTICLE VI
Directors
Number, Election, Term.
The Board of Directors shall consist of five (5) to fifteen (15) persons.
The initial Directors are set forth in the Unanimous Written Consent of Incorporator and shall serve for a term of two (2) years and until their successors are elected and qualified.
All successor Directors shall serve for terms of two (2) years each and until their successors are elected and qualified. All successor Directors shall be chosen bi-annually by the Directors at the fourth quarter meeting of the Directors.
Each term shall run from January 1 through December 31. Elections shall be complete no later than November 30 of the prior year.
In the event of a vacancy resulting in the number of Directors falling below seven (7) persons, the Directors shall elect a new Director within six (6) months at a quarterly meeting. Each person selected to fill a vacancy shall remain a Director for the remainder of the predecessor’s term or until his or her successor has been elected and qualified.
Qualifications and Composition of the Board of Directors. The Board of Directors shall meet the following qualification and composition requirements:
No less than three (3) Directors shall be residents of the Commonwealth of Pennsylvania;
No less than one (1) Director shall reside or operate a business in Berks County, Pennsylvania;
All Directors shall be committed to the purposes of the corporation.
The Directors may prepare an application for potential Directors that considers the applicants’ history of nonprofit service, community service and/or involvement in the communities in which the corporation’s purpose aims to serve.
Powers. The Directors shall have all powers and authority necessary for the management of the business of the corporation, including the power to borrow money, or to purchase, sell, lease or otherwise dispose of any real estate.
Quorum. Two-fifths of the current Directors present in person at any duly convened, annual, regular or special meeting after proper notice shall constitute a quorum of the Board.
Vote. Each Director shall be entitled to one (1) vote in person. An affirmative vote of a majority of the Directors present at any regular, or special meeting duly convened after proper notice, at which a quorum is present, shall constitute Board action, unless a greater number is required by the Act or these Bylaws.
Regular Meetings. Regular meetings of the Directors shall be held monthly and no less frequently than, quarterly on a date and time to be determined by the Board of Directors at the final meeting of each calendar year. All regular meetings shall be held 201 Washington Street, Reading, PA 19601 or such reasonable place as the Directors determine. Notice of all dates determined for the following calendar year shall be distributed and delivered to each Director in accordance with Article XI within one (1) week after the final quarterly meeting of each calendar year. Other regular meetings of the Directors may be held as determined by the Directors.
Order of Business at Regular Meeting. The order of business at the annual meeting of the members shall be as follows:
Roll call,
Reading of notice and proof of mailing,
Reading of minutes of last preceding meeting,
Report of President,
Report of Secretary,
Report of Treasurer,
Election of directors,
Transaction of other business mentioned in the notice,
Adjournment, provided that, in the absence of any objection, the presiding officer may vary the order of business at his or her discretion.
Special Meetings. Special meetings of the Directors may be called by the President or by any two (2) Directors at any time. It shall be the duty of the Secretary, upon receipt of a request for such a special meeting, to send at least two (2) days’ written notice stating the time, place and purpose of any special meeting to the members of the Board. If the Secretary fails or refuses to send such notice, the person(s) calling for the special meeting may call the meeting at such time or place within the Standard Metropolitan Statistical Area of the principal office of the corporation selected by such person(s).
Removal. Any Director may be removed from office, for reasonable cause such as neglect of duties including but not limited to a Director who has been absent in his or her contract with the corporation for a period of six (6) months or greater, by an affirmative vote of a majority of the Directors in office at any regular or special meeting, provided that written notice of the intention to consider removal of a Director has been included in the notice of the meeting. No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
Teleconference and Videoconference Meetings. One or more Directors may participate in a meeting of the Board or any committee thereof by reason of a conference telephone, videoconference or similar communications equipment by which all persons participating in a meeting can hear each other.
6.10 Consent in Lieu of Meeting.
Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the Directors who would be entitled to vote at a meeting for such purpose shall be filed with the Secretary of the Corporation.
Partial Written Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting upon the written consent of the Directors who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting in which all Directors entitled to vote thereon were present and voting. The consents shall be filed with the Secretary of the Corporation. The action shall not become effective until after at least ten (10) days' written notice of the action has been given to each Director entitled to vote thereon who has not consented thereto.
ARTICLE VII
Officers
Positions, Election, Term. The officers of the corporation shall include a President, President-Elect, Vice President, Secretary and Treasurer. The Board of Directors shall have
power to appoint such other officers and agents as the board may deem necessary for transaction of the business of the corporation. A person may hold more than one office except that the same person may not be President and Secretary. The officers shall be elected by the Directors at the meeting of the Directors in October of every two years and shall serve for a term of two (2) year starting the next January and until their successors are elected and qualified.
Consecutive Terms. Officers may be elected for consecutive terms.
Duties. The duties of the officers shall include the following:
The President shall preside at all meetings of the Directors; shall be the Chief Executive Officer of the Corporation and will, subject to the control of the Board of Directors and any committees established by the Board of Directors, have general and active management of the business of the corporation and shall supervise and control the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect; and shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, and when authorized by the Board, affix the seal to any instrument requiring the same, and the seal when so affixed shall be attested by the signature of the Secretary or the Treasurer. The President will perform all duties incident to the office and any other duties as required by these Bylaws or prescribed by the Board of Directors. In the event that the President is not in attendance at a meeting of the Directors, the Vice President, then the President-Elect, then the Secretary, then the Treasurer shall preside over the meeting.
The Secretary shall keep or cause to be kept full minutes of all meetings of the Directors, shall attend all sessions of the Board, shall be the custodian of all corporate records, give all notices as are required by law or by these Bylaws, shall act as clerk thereof, and shall record all votes and the minutes of all proceedings. The Secretary shall perform all duties incident to the office of Secretary and any other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or that may be assigned by the Board of Directors or delegated by the President.
The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements; shall collect all funds due the corporation and disburse funds as required to meet the obligations of the corporation; shall render to the President and Directors as requested by them but not less than once a year, regular accountings of all transactions and of the financial condition of the corporation. The Treasurer will perform in general all duties incident to the office of Treasurer and any other duties as may be required by law by the Articles of Incorporation, or by these Bylaws, or that may be assigned by the Board of Directors.
Removal. Any officer may be removed from office, without the assignment of any cause, by an affirmative vote of a majority of the Directors in office at any regular or
special meeting, provided that written notice of the intention to consider removal of a Director has been included in the notice of the meeting. No officer shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed. Any removal of an officer shall not prejudice any contract rights of the officer with the corporation.
Compensation. The compensation of the officers, if any, shall be set by the Board of Directors.
Executive Director. The Directors may employ a salaried staff executive who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Directors. The Executive Director shall be the chief executive and operating officer of the corporation. He or she shall be responsible for all the day-to-day management functions. He or she or them shall manage and direct all activities of the corporation in accordance with policies established by the Directors and shall be responsible to the Directors. Within their authority, and in the course of their duties he or she or them shall (a) employ and discharge all members of the staff necessary to carry on the work of the corporation, and fix their compensation within the approved budget; and (b) define the duties of the staff, supervise their performance, and establish titles, and delegate those responsibilities of management as shall, in their best judgment, be in the best interest of the corporation. He or she or them shall attend all meetings of the Directors, the Officers and all other committees, serving as an ex-officio member, without a vote. He or she or them may be excused at meetings called to review their performance and/or compensation.
ARTICLE VIII
Vacancies
If the office of any Director becomes vacant, by an increase in the number of Directors, or by reason of death, resignation, disqualification or otherwise, the remaining Directors may choose a person or persons who shall hold office for the remaining term.
If the office of any officer becomes vacant, by an increase in the number of officers, or by reason of death, resignation, disqualification or otherwise, the Directors may choose a person or persons who shall hold office for the remaining term.
ARTICLE IX
Resignation
Any Director or officer may resign from office at any time with thirty (30) days prior notice, unless some later time may be fixed in the resignation, and then from that date. Such resignation shall be made in writing and delivered to the Board of Directors of the corporation by mail or electronic mail. The acceptance of the resignation shall not be required to make it effective.
ARTICLE X
Fiscal Year
The fiscal year of the corporation shall begin on October 1st and end on September 30th.
ARTICLE XI
Notices
Notice Required. Notice may be given either personally, by sending a copy thereof by first class mail, postage prepaid, or by electronic mail to the address appearing on the books of the corporation or supplied to the corporation for the purpose of notice. If
the notice is sent by mail or electronic mail, it shall be deemed to have been given when deposited in the mail or the timestamp on the electronic mail. Such notice shall specify the place, day and hour of the meeting and in the case of a special meeting or where otherwise required, the general nature of the business to be transacted. Any required notice may be waived by the written consent of the person entitled to such notice, and attendance of a person at any meeting in person or by proxy shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Waiver of Notice
Whenever any written notice is required to be given under the provisions of the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise required by this subsection, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. In the case of a special meeting of shareholders, the waiver of notice shall specify the general nature of the business to be transacted.
Attendance of a person at any meeting shall constitute a waiver of notice of the 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.
ARTICLE XII
Amendment
The Bylaws of the corporation may be amended by an affirmative vote of a majority of the Directors in office at any regular or special meeting duly convened after notice of such purpose.
ARTICLE XIII
Liability and Indemnification of Officers and Directors
General Rule. A Director shall not be personally liable for monetary damages as Director for any action taken, or any failure to take any action, unless
the Director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in Section 8363 of Subchapter F of Chapter 83 of Title 42 of the Pennsylvania Consolidated Statutes and any amendments and successor acts thereto; and
the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;
Provided however, the foregoing provision shall not apply to (1) the responsibility or liability of a Director pursuant to any criminal statute or (2) the liability of a Director for the payment of taxes pursuant to local, state or federal law.
Indemnification. The corporation shall indemnify any officer or Director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the corporation) by reason of the fact that such person is or was a representative of the corporation, against all expenses (including attorney fees), judgments, fines and amounts paid in settlement as to actions taken, or omitted to be taken, in such person’s official capacity as officer or Director and as to actions taken, or omitted to be taken, in another capacity while holding such official capacity, or in such person’s capacity as employee or representative provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Advancement of Expenses. Expenses incurred by a person entitled to indemnification pursuant to this Article in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.
Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Director of the corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
Other Rights. This Article shall not be exclusive of any other right which the corporation
may have to indemnify any person as a matter of law.
ARTICLE XIV
Committees
Establishment. The Directors may establish such committees with such powers as they deem desirable for the operation of the corporation.
Appointment of Members. Unless otherwise determined by the Board, the President shall appoint members of all committees which are created by the Board of Directors or these ByLaws.
ARTICLE XV
Subventions
15.1 The corporation shall be authorized, by resolution of the Directors, to accept subventions on terms and conditions not inconsistent with the Act and to issue certificates therefor.
Original Date: December 2006
Revision Date: July 2008
Revision Date: July 2010
Revision Date: January 2016
Revision Date: April 2020