Effective as of January 8, 2020 

AMENDED AND RESTATED BYLAWS  OF KEYSTONE DEAF AND HARD OF HEARING SERVICES

(a Pennsylvania nonprofit corporation)

ARTICLE I

OFFICES AND FISCAL YEAR

Section 1.01. REGISTERED OFFICE.

The registered office of the Corporation in Pennsylvania shall be at 2045 Centre Avenue, Reading, Berks County, PA 19605, until otherwise established by an amendment of the Corporation’s articles of incorporation (the “Articles’) or by the board of directors and a record of such change is filed with the Pennsylvania Department of State in the manner provided by law.

Section 1.02. OTHER OFFICES.

The Corporation may also have offices at such other places, within or without Pennsylvania, as the board of directors may from time to time appoint or the business of the Corporation may require.

Section 1.03. FISCAL YEAR.

The fiscal year of the Corporation shall begin the first day of January in each year.

ARTICLE II

MISSION STATEMENT

Section 2.01. MISSION STATEMENT.

The mission of the Corporation is to provide services, resources, social opportunities, education and advocacy for the deaf, hard of hearing and hearing individuals throughout the Commonwealth of Pennsylvania.

ARTICLE III

NOTICE – WAIVERS – MEETINGS GENERALLY

Section 3.01. MANNER OF GIVING NOTICE.

(a) General Rule. Whenever written notice is required to be given to any person under the provisions of Pennsylvania law, the Articles or these Bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, by courier service, charges prepaid, by facsimile transmission, or by e-mail or other electronic communication to the address (or facsimile number) of the person appearing on the books of the Corporation or, in the case of directors, supplied by the directors to the Corporation for the purpose of notice. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or courier service for delivery to that person or, in the case of facsimile, or by e-mail or other electronic communication, when received. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by any other provision of Pennsylvania law, the Articles or these Bylaws.

(b) Adjourned Meetings. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

Section 3.02. NOTICE OF MEETINGS OF BOARD OF DIRECTORS.

(a) Requireme Requirement.

(1) Notice of a regular meeting of the board of directors need not be given, except by adoption of a resolution by the board of directors establishing the places, dates, and times of regular meetings.

(2) Notice of a special meeting of the board of directors shall be given to each director by telephone or in writing (including electronically by e-mail) at least twenty-four (24) hours before the time at which the meeting is to be held.

)) Content. Every required notice of a meeting shall state the place, date and time of the meeting. Unless otherwise provided by Pennsylvania law, neither the business to be transacted at, nor the purpose of, any special meeting of the board need be specified in a notice of such meeting

Section 3.03. NOTICE OF MEETINGS OF MEMBERS.

(a) General Rule. Written notice of every meeting of the members shall be given by, or at the direction of, the secretary to each member of record entitled to vote at the meeting, at least:

(1) ten (10) days prior to the day named for a meeting called to consider a matter subject to 15 Pa.C.S.A. Chapter 59 (relating to fundamental changes); or

(2) five (5) days prior to the day named for the meeting, in any other case.

If the secretary neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so. In the case of a special meeting of members, the notice shall specify the general nature of the business to be transacted.

(b) Notice by Publication. In lieu of, or in addition to, notice pursuant to subsection (a) above, any person authorized or required to give notice of a meeting of members of the Corporation may give notice of such meeting by causing notice of such meeting to be “officially published”, as provided by Pennsylvania law. If eighty percent (80%) of the members of record entitled to vote at the meeting do not have addresses of record within the territory of general circulation of the newspapers required for official publication, 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 80% of such members of record.

Section 3.04. WAIVER OF NOTICE.

(a) Written Waiver. Whenever any written notice is required to be given under the provisions of Pennsylvania law, the Articles or 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 equivalent to the giving of such notice. Except as otherwise required by this subsection, e business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of such meeting. In the case of a special meeting of members, such waiver of notice shall specify the general nature of the business to be transacted.

(b) Waiver by Attendance. Attendance of a person at any meeting shall constitute a waiver of notice of 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.

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Section 3.05. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE.

Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may, without further notice, adopt it with such clarifying or other amendments as do not enlarge its original purpose.

Section 3.06. EXCEPTION TO REQUIREMENT OF NOTICE.

Whenever any notice or communication is required to be given to any person under the provisions of Pennsylvania law, the Articles or these Bylaws, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required.

Section 3.07. USE OF CONFERENCE TELEPHONE AND SIMILAR EQUIPMENT

One or more persons may participate in a meeting of the board of directors or the members of the Corporation by means of conference telephone, VRI or similar communications equipment by means of which all persons participating in the meeting can hear each other and/or one or more

interpreters can translate. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV

MEMBERSHIP

Section 4.01. MEMBERS.

The Corporation shall have members.

Section 4.02. ADMISSION TO MEMBERSHIP.

Any person, corporation or association who supports the mission statement of the Corporation and desires admission to membership in the Corporation shall send to the treasurer of the board of directors of the Corporation payment of the yearly membership dues for the current membership year of the Corporation. Thereafter, the applicant shall become a member of the Corporation. Upon admission to the Corporation, such person, corporation or association shall be entitled to receive all benefits in evidence of membership. Membership shall be valid for the current membership year beginning on the later of the date the annual dues are paid and July 1 of such fiscal year, and ending the following June 30.

Section 4.03. MEMBERSHIP DUES.

Membership dues of the Corporation, which may be administered by the board pursuant to these Bylaws, shall be established in an amount determined from time to time by resolution of the board. Membership dues shall be payable on or before July 1 of each fiscal year, in advance for the twelve months ending the following June 30.

Section 4.04. LOSS OF MEMBERSHIP.

(a) Loss of Membership. Any member of the Corporation who is delinquent in the payment of membership dues for a period of sixty (60) days shall automatically lose membership in the Corporation.

(6) Reinstatement. Any member of the Corporation who has lost membership may be reinstated by the board upon payment in full of the current year’s membership dues, plus any delinquent membership dues.

Section 4.05. TRANSFERABILITY.

Membership in this Corporation is nontransferable and nonassignable.

Section 4.06. PLACE OF MEETINGS.

All meetings of the members of the Corporation shall be held at the registered office of the Corporation, unless another place is designated by the board of directors in the notice of a meeting.

Section 4.07. ANNUAL MEETING.

The board of directors may fix the date and time of the annual meeting of the members, but if no such date and time is fixed by the board, the meeting for any calendar year shall be held on the second Wednesday in May in such year, if not a legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on the next succeeding business day, not a Saturday, at 6:30 p.m., and at said meeting, the members then entitled to vote shall elect

directors and shall transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held within six months after the designated time, any member may call such meeting at any time thereafter.

Section 4.08. SPECIAL MEETINGS

(a) Call of Special Meetings. Special meetings of the members may be called at any time:

(1) by the board of directors; or

(2) by members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the particular meeting.

(b) Fixing of Time for Meeting. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the secretary to fix the time of the meeting, which shall be held not more than sixty (60) days after the receipt of the request. If the secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so.

Section 4.09. QUORUM AND ADJOURNMENT.

(a) General Rule. A meeting of members of the Corporation duly called shall not be organized for the transaction of business unless a quorum is present. The presence of at least ten (10) voting members shall constitute a quorum.

(b) Withdrawal of a Quorum. The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

(C) Adjournment for Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by Pennsylvania law, adjourn the meeting to such time and place as they may determine.

(d) Adjournments Generally. Adjournments of any regular or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen (15) days each, as the members present entitled to cast at least a majority of the votes which all members present and voting are entitled to cast shall direct, until such directors have been elected.

(e) Electing Directors at Second Adjourned Meeting. In the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of election of directors.

(f) Other Action at Second Adjourned Meeting. In the case of any meeting called for any other purpose, those who attend the second of such adjourned meetings, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any resolution or other matter set forth in the notice of the meeting, if written notice of such second adjourned meeting, stating that those members who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter, is given to each member of record entitled to vote at such second adjourned meeting at least ten days prior to the day named for the second adjourned meeting.

Section 4.10. ACTION BY MEMBERS.

Except as otherwise provided by Pennsylvania law, the Articles or these Bylaws, the acts at a duly organized meeting of members present entitled to cast at least a majority of the votes which all members present and voting are entitled to cast shall be the acts of the members.

Section 4.11. ORGANIZATION OF MEETINGS.

At every meeting of the members, the chairman or, in the case of vacancy in office or absence of the chairman, one of the following officers present, in the order stated, shall act as chairman of the meeting the vice chairmen in their

of rank, or a person chosen by vote of the members present. The secretary or, in the absence of the secretary, an assistant secretary, or in the absence of both the secretary and assistant secretaries, a person appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 4.12. VOTING AND OTHER RIGHTS OF MEMBERS.

The voting and other rights and interests of members in the Corporation shall be equal. Subject to the provisions of Section 4.13 hereof, each member of the Corporation shall be entitled to one vote.

Section 4.13. NO PROXY VOTING.

Voting by members shall be only in person and shall not be by proxy.

Section 4.14. DETERMINATION OF MEMBERS OF RECORD.

(a) Fixing Record Date. The board of directors may fix a time, prior to the date of any meeting of members, as a record date for the determination of the members entitled to notice of, or to vote at, the meeting, which time shall be not more than seventy (70) days prior to the date of such meeting. In such case, only members of record on the date fixed shall be so entitled, notwithstanding any increase or other change in membership on the books of the Corporation after any record date fixed as provided in this subsection. The board of directors may similarly fix a record date for the determination of members of record for any other purpose.

(b) Determination When No Record Date is Fixed. If no record date is fixed: The record date for determining members entitled to notice of, or to vote at, a meeting of members shall be at the close of business on the date next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately 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, when 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 on the day on which the board of directors adopts the resolution relating thereto.

Section 4.15. VOTING LISTS.

(a) General Rule. Upon request of a member, the officer or agent having charge of the or records of membership shall produce such books or records at any regular or special meeting of members. In such case, such books or records shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof.

(b) Effect of List. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be members entitled to vote may vote.

Section 4.16. JUDGES OF ELECTION.

1. a) Appointment. In advance of any meeting of members, the board of directors may appoint judges of election, who need not be members, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any member shall, make such appointment at the meeting. The number of judges shall be one or three. No person who is a candidate for office shall act as a judge.

(b) Vacancies. In case any person appointed as judge fails or refuses to act, the vacancy may be filled by appointment made by the board of directors in advance of the convening of the meeting or at the meeting by the presiding officer thereof.

(c) Duties. The judges of election shall determine the number of members of record and the voting power of each, the members present at the meeting, the existence of a quorum, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all members. The judges of election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical. If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.

(d) Report. On request of the presiding officer of the meeting, or of any member, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein.

Section 4.17. CONSENT OF MEMBERS IN LIEU OF MEETING.

Any action which may 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 members who would be entitled to vote at a meeting for such purpose and shall be filed with the secretary of the Corporation.

ARTICLE V

BOARD OF DIRECTORS

Section 5.01. POWERS; STANDARD OF CARE.

(a) General Rule. Unless otherwise provided by Pennsylvania law, all powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the board of directors.

(b) Standard of Care; Justifiable Reliance. A director shall stand in fiduciary relation to the Corporation and shall perform his or her duties as a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

(1) One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented.

(2) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person.

(3) A committee of the board upon which the director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

(c) Consideration of Factors. In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors may, in considering the best

interests of the Corporation, consider the effects of any action upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (b) above.

(d) Presumption. Absent breach of fiduciary duty, lack of good faith or self-dealing, any action taken as a director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

(e) Notation of Dissent. A director who is present at a meeting of the board of directors, or of a committee of the board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Nothing in this section shall bar a director from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly upon receipt of a copy of

such minutes, the director notifies the secretary in writing of the asserted omission or inaccuracy.

Section 5.02. QUALIFICATION AND SELECTION OF DIRECTORS.

(a) Qualifications. Each director of the Corporation shall be a natural person of full age who is a member of the Corporation.

(b) Election of Directors. Except as otherwise provided in the Articles or these Bylaws, directors of the Corporation shall be elected annually by the members of the Corporation. Nominations for directors of the Corporation shall be made by the Nominating Committee or the board of directors, in accordance with the procedures set forth in Section 5.11(e)(5). In elections for directors, voting shall be by ballot. The candidates receiving the highest number of votes cast shall be elected.

(c) No Cumulative Voting. The members shall not have the right to cumulate their votes for the election of directors.

Section 5.03. NUMBER, CLASSIFICATION AND TERM OF OFFICE.

(a) Number. The board of directors shall consist of such number of directors, not less than nine (9) nor more than nineteen (19), as may be determined from time to time by resolution of the board of directors. Directors shall be classified as set forth in subparagraph (b), below.

(b) Classification. There shall be three (3) Class I directors who shall serve from the date of adoption of these Amended and Restated Bylaws until the annual meeting of the members of the Corporation in 2014, three (3) Class II directors to serve from the date of adoption of these Amended and Restated Bylaws until the 2015 annual meeting, and three (3) Class III directors to serve from the date of adoption of these Amended and Restated Bylaws until the 2016 annual meeting. At each annual meeting of members, successors to the class of directors whose term shall then expire shall be elected to hold office for a term of three (3) years, so that the term of office of one class of directors shall expire in each year.

(C) Term of Office. Each director shall hold office until the expiration of the term for which he or she was elected and until a successor has been selected and is qualified or until his or her earlier death, resignation or removal. A decrease in the number of directors shall not have the effect of shortening the term of any incumbent director.

(d) Resignation. Any director may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as shall be specified in the notice of resignation.

Section 5.04. VACANCIES.

(a) General Rule. Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote of the remaining members of the board though less than a quorum, or by a sole remaining director, and each person so selected shall be a director to serve for the balance of the unexpired term, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

(b) Action by Resigned Directors. When one or more directors resign from the board effective at a future date, the directors then in office, including those who have so resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations become effective.

Section 5.05. REMOVAL OF DIRECTORS.

(a) Removal by the Board. The board of directors may declare vacant the office of a director who has failed to maintain the qualifications set forth in Section 5.02(a) hereof, who has failed to attend two consecutive meetings of the board without cause, who has been convicted of an offense punishable by imprisonment for a term of thirty (30) days or more, or if, within sixty (60) days after notice of his or her selection, the director does not accept the office either in writing or by attending a meeting of the board of directors.

(6) Removal by the Members. The entire board of directors, or any individual director, may be removed from office without assigning any cause by the vote of members entitled to cast a majority of the votes which all members present would be entitled to cast at any annual or other regular election of the directors. In case the board or any one or more members are so removed, new directors may be elected at the same meeting.

Section 5.06. PLACE OF MEETINGS.

Meetings of the board of directors may be held at such places, within or without Pennsylvania, as the board of directors may from time to time designate, or as may be designated in the notice of the meeting.

Section 5.07. ORGANIZATION OF MEETINGS.

At every meeting of the board of directors, the chairman or, in the case of a vacancy in the office or absence of the chairman, one of the following officers present, in the order stated, shall preside over the meeting: the first vice chairman; the second vice chairman; or such other person chosen by a majority of the directors present. The recording secretary or, in the absence of the recording secretary, any person appointed by the person presiding over the meeting, shall act as secretary of the meeting.

Section 5.08. REGULAR MEETINGS.

Regular meetings of the board of directors shall be held at such places, dates and times as shall be designated from time to time by resolution of the board of directors.

Section 5.09. SPECIAL MEETINGS.

Special meetings of the board of directors shall be held whenever called by the chairman or by two (2) or more members of the board of directors.

Section 5.10. QUORUM OF AND ACTION BY DIRECTORS.

(a) General Rule. 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.

(b) Voting Rights. Each director, except for the president, shall be entitled to one vote. In the case of a tie vote, the president shall cast the deciding vote.

(c) Action by Written Consent. Any action which may be taken at a meeting of the directors 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 in office and shall be filed with the secretary of the Corporation,

Section 5.11. EXECUTIVE AND OTHER COMMITTEES.

(a) Establishment and Powers. The board of directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors of the Corporation and such other committee members as may be determined by the board of directors. Any committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all of the powers and authority of the board of directors, and shall report monthly to the board of directors concerning its activities and recommendations from such committee’s immediately preceding meeting, except that no such committee shall have any power or authority as to the following:

(1) The submission to members of any action requiring approval of members under Pennsylvania law.

(2) The filling of vacancies in the board of directors.

(3) The adoption, amendment or repeal of these Bylaws.

(4) The amendment or repeal of any resolution of the board.

Action on matters committed by a resolution of the board of directors to another committee of the board.

(b) Alternate Committee Members. The board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another director to act at the meeting in the place of the absent or disqualified member.

Term. Each committee of the board shall serve at the pleasure of the board.

) Quorum. A majority of the members of any committee shall constitute a quorum for the transaction of business, and the act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.

Standing Committees. The following standing committees are hereby established for the following purposes hereunder, and, where appropriate and necessary, certain members of such committees shall be appointed by the committee chair, subject to the approval of a majority of the board of directors:

(1) Executive Committee: shall be chaired by the chairman and shall consist of the chairman, the first vice chairman, second vice chairman and the treasurer. The Executive Committee shall meet on the call of the chairman. So far as may be permitted by law and except for matters specifically reserved to the board of directors in these Bylaws, the Executive Committee shall be responsible for exercising all the powers of the board of directors in the management of the business and affairs of the Corporation conferred by these Bylaws or otherwise, during intervals between meetings of the board of directors.

(2) Finance Committee: shall be chaired by the treasurer and shall consist of the treasurer, the chairman or the president, and up to one other director. The Finance Committee is responsible for the consideration of and making of recommendations relative to the expenditure of funds. Such recommendations from the Finance Committee shall be made to the board of directors for approval. The Finance Committee is also responsible for preparing and submitting to the board of directors a draft of the annual budget of the Corporation on or before the first day of the fourth quarter of each fiscal year.

3) Administration and Policy Committee: shall be chaired by the first vice chairman and shall consist of the first vice chairman, the treasurer, the president and up to two other members. The Administration and Policy Committee is responsible for matters concerning the administration and corporate governance of the Corporation and for such other matters as may be assigned by the board of directors.

(4) Programs and Services Committee: shall be chaired by the secretary and shall consist of the secretary, the third vice chairman, the president or other appropriate staff person of the Corporation appointed by the president, and up to two additional members. The Programs and Services Committee shall be responsible for matters concerning programs of, services provided by, the Corporation, including, but not limited to, qualification and awarding of grants and scholarships and the annual picnic, as applicable and appropriate.

(5) Nominating Committee: shall be chaired by the first vice chairman or such other board member as designated by the chairman and shall consist of the first vice chairman or such other board member as designated by the chairman and up to two additional members. The Nominating Committee is responsible for soliciting and submitting nominees for the board of directors. Except for nominations made by members of the board of directors at the annual meeting of members, nominations for the board of directors must be made by the Nominating Committee at least thirty (30) days prior to the annual meeting of members.

6) Membership and Marketing Committee: shall be chaired by the second vice chairman and shall consist of the second vice chairman, the secretary or the president or other appropriate staff person of the Corporation appointed by the president, and up to three additional members. The Membership and Marketing Committee is responsible for maintaining and increasing the membership of the Corporation. The Membership and Marketing Committee is also responsible for improving public awareness of the Corporation and the Corporation’s services and for developing and implementing the Corporation’s marketing strategies as further identified in the Corporation’s strategic plan, as the same may be amended and revised from time to time.

(7) Fundraising Committee: shall be chaired by the treasurer or such other board member as designated by the chairman and shall consist of the treasurer or such other board member as designated by the chairman, the president, the third vice chairman and up to at least one additional member. The Fundraising Committee is responsible for soliciting and raising funds to be used by the Corporation in furtherance of the Corporation’s purpose.

Long-Range Planning Committee: shall be chaired by the chairman and shall consist of the chairman, the president, at least two other board members and such other members of the Corporation’s staff and outside members as the board shall from time to time by resolution determine. The Long-Range Planning Committee is responsible for reviewing and assessing the long-range strategic objectives of the Corporation.

(9) Building and Maintenance Committee: shall be chaired by the first vice chairman and shall consist of the first vice chairman, the treasurer and up to one other board member. The Building and Maintenance Committee is responsible for reviewing the

Corporation’s property(ies) in order to make sure that the Corporation keeps up with repairs and maintenance so that the Corporation can better plan building maintenance spending and avoid emergency spending. Safety, preventing disrepair and maintaining a proper décor is a main concern of the Building and Maintenance Committee.

(10) Other Committees: The chairman, upon approval of the Executive Board, may appoint other standing committees as, from time to time, may be necessary or desirable to carry out the policies and programs of the Corporation, with such responsibilities as the chairman may define.

Section 5.12. COMPENSATION.

The board of directors shall have the authority to fix compensation of directors for their services as directors, and a director may be a salaried officer of the Corporation.

Section 5.13. SPECIAL MEMBERSHIP ON THE BOARD OF DIRECTORS.

Any past director of the Corporation may become an ex-officio, non-voting member of the board of directors at the discretion of the board of directors by a majority vote of all directors present and eligible to vote at the meeting in which a past director is elected as an ex-officio director. Ex-officio directors shall serve for such period of time as the board of directors may determine. Such directors are permitted to attend all meetings of the board of directors and to participate therein, but they shall not have the right to vote or have any of the other rights, duties or responsibilities of a director of the

Corporation. The terms “director” or “board of directors,” when used in these Bylaws, shall not be o apply to or include any ex-officio director, unless otherwise specifically provided herein.

ARTICLE VI

OFFICERS

Section 6.01. OFFICERS GENERALLY.

(a) Number, Qualifications and Designation. The officers of the Corporation shall be a chairman, a president, a first vice chairman, a second vice chairman, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this Section 6.01 and Sections 6.02 and 6.03. Officers may but need not be directors of the Corporation, but must be members of the Corporation. The chairman, president, first vice chairman, second vice chairman, secretary and treasurer shall be natural persons of full age. Any number of offices may be held by the same person.

(b) Resignations. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation.

(c) Bonding. The Corporation may secure the fidelity of any or all of its officers by bond or otherwise.

(d) Standard of Care. An officer shall perform his or her duties as an officer in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

Section 6.02. ELECTION AND TERM OF OFFICE.

The officers of the Corporation, except those officers elected by delegated authority pursuant to Section 6.03, those officers who are also employees of the Corporation, and those officers whose terms have not expired, shall be elected annually by the board of directors, and each such officer shall hold office for a term of three years, subject to a maximum of two consecutive renewals thereof, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

Section 6.03. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS.

The board of directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Corporation may require, including one or more assistant secretaries and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the board of directors may from time to time determine. The board of directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees, or other agents.

Section 6.04. NO CONTRACT RIGHTS.

Election or appointment of an officer or agent shall not of itself create any contract rights in the officer or agent.

Section 6.05. REMOVAL OF OFFICERS AND AGENTS.

Any officer or agent of the Corporation may be removed at any time by the board of directors, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of any person so removed.

Section 6.06. VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the board of directors or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 6.03, as the case may be, and if the office is one for which these Bylaws prescribe a term, shall be filled for the unexpired portion of the term.

Section 6.07. AUTHORITY.

All officers of the Corporation, as between themselves and the Corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as are provided in these Bylaws or may be provided by or pursuant to resolutions or orders of the board of directors.

Section 6.08. THE CHAIRMAN.

The chairman shall have general supervision over the business and operations of the Corporation, subject however, to the control of the board of directors.

The chairman shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, contracts or other instruments authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors, or by these Bylaws, to some other officer or agent of the Corporation, and, in general, shall perform all duties incident to the office of chairman and such other duties as from time to time may be assigned by the board of directors. In addition to these duties, the chairman shall chair the Executive Committee and the Long Range Planning Committee and may also serve on the Finance Committee.

Section 6.09. THE PRESIDENT.

The president shall be the chief executive officer of the Corporation and shall have general supervision over the day-to-day operations of the Corporation, subject, however, to the control of the board of directors. The president shall attend all board of director meetings and shall present the board of directors with a monthly report summarizing the operations of the Corporation during the preceding month. The president shall also provide the board of directors with such other reports as the board of directors requests. Between board meetings, the president shall report to and consult with the chairman regarding the day-to-day operations of the Corporation, as needed, and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors or the chairman. In addition to these duties, the president shall serve on the Administration and Policy Committee, the Fundraising Committee and the Long Range Planning Committee and may also serve on the Finance Comr Programs and Services Committee and the Membership and Marketing Committee.

Section 6.10. THE VICE CHAIRMEN.

The first vice chairman, second vice chairman and third vice chairman shall, in the case of a vacancy in the office of chairman or absence of the chairman and in order of rank, act as chairman of meetings of the board of directors or of the members; and, in general, shall perform all duties incident to the office of vice chairman and such other duties as may from time to time be assigned by the board of directors or the chairman. In addition to these duties, unless otherwise assigned by the board of directors, the first vice chairman shall chair the Administration and Policy Committee, the Nominating Committee and the Building and Maintenance Committee and shall also serve on the Executive Committee, the second vice chairman shall serve on the Executive Committee and the Membership and Marketing Committee, and the third vice chairman shall serve on the Programs and Services Committee and the Fundraising Committee.

Section 6.11. THE SECRETARY.

The secretary shall attend all meetings of the board of directors and of the members and shall fully participate in such meetings. To that end, a recording secretary shall attend all meetings of the board of directors and of the members and shall record all votes of the directors and the members and the minutes of the meetings of the board of directors and of the members, in a book or books to be kept for that purpose. The secretary shall oversee that all notices are given and records and reports properly kept and filed by the Corporation as required by law; shall be the custodian of the seal of the Corporation and see that it is affixed to all documents which are to be executed on behalf of the Corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the board of directors and the chairman. The secretary shall oversee all board correspondence which shall be done by the Corporation’s clerical staff. The secretary shall also be responsible for the care and maintenance of the Corporation’s historical documents. In addition to these duties, the secretary shall chair the Programs and Services Committee and may also serve on the Membership and Marketing Committee.

Section 6.12. THE TREASURER.

The treasurer or an assistant treasurer shall oversee the president and the Corporation’s bookkeeper with respect to the funds or other property of the Corporation. The treasurer shall be responsible for making sure that adequate, accurate and timely financial reports are kept and delivered to the board of directors, and an annual audit of the Corporation is timely completed; and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors and the chairman. In addition to these duties, the treasurer shall chair the Finance Committee, may chair the Fundraising Committee and shall also serve on the Executive Committee, the Administration and Policy Committee and the Building and Maintenance Committee.

ARTICLE VII

LIMITATION OF DIRECTORS’ LIABILITIES AND

INDEMNIFICATION

Section 7.01. LIMITATION OF LIABILITY.

To the fullest extent permitted by Pennsylvania law, a director of the Corporation shall not be personally liable to the Corporation, its members or others for monetary damages for any action taken or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office and such breach or failure constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 7.01 shall not apply with respect to the responsibility or liability of a director under any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or federal law.

Section 7.02. INDEMNIFICATION.

(a) Indemnification. The Corporation shall indemnify any person 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, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), amounts paid in settlement, judgments, and fines actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided, however, that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

(b) Advancement of Expenses. Expenses (including attorneys’ fees) incurred 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 the director, officer, employee, or agent to repay such amount if it shall be ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VII.

(c) Indemnification Not Exclusive. The indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other right to which persons seeking indemnification and advancement of expenses may be entitled under any agreement, vote of members or disinterested directors, or otherwise, both as to actions in such persons’ official capacity and as to their actions in another capacity while holding office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of any such person.

(d) Insurance, Contracts, Security. The Corporation may purchase and maintain insurance on behalf of any person, may enter into contracts of indemnification with any person, and may create a fund of any nature which may, but need not be, under the control of a trustee for the benefit of any person, and may otherwise secure, in any manner, its obligations with respect to indemnification and advancement of expenses, whether arising under this Article VII or otherwise, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VII.

Section 7.03. EFFECT OF AMENDMENT.

Any repeal or modification of this Article VII by the directors or members of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the C of any person to indemnification from the Corporation with respect to any action or failure to take any action occurring prior to the time of such repeal or modification.

ARTICLE VIII

DISSOLUTION

Section 8.01. DISSOLUTION.

Upon the dissolution of the corporation, its net assets shall be distributed for the purposes of the Corporation in such manner and to such organizations as shall at that time qualify as tax-exempt organizations under Section 501(c)(3) of the Internal Revenue  86, as amended (or the corresponding provision of any successor United States Internal Revenue law). Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Corporation is then located. No portion of the assets shall inure to the benefit of any director, officer or member of the corporation, any other private person, or any enterprise organized for profit.

ARTICLE IX

MISCELLANEOUS

Section 9.01. SEAL.

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, Pennsylvania.”

Section 9.02. CHECKS.

All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the board of directors, or any person authorized by resolution of the board or directors, may from time to time designate

Section 9.03. CONTRACTS.

(a) General Rule. Except as otherwise provided by Pennsylvania law, the board of directors may authorize any officer or agent to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

III

(b) Statutory Form of Execution of Instruments. Any note, mortgage, evidence of indebtedness, contract or other instrument in writing, or any assignment or endorsement thereof, executed or entered into between the Corporation and any other person, when signed by one or more officers or agents having actual or apparent authority to sign it, or by the chairman, president

or any vice chairman and secretary or assistant secretary or treasurer or assistant treasurer of the Corporation, shall be held to have been properly executed for and in behalf of the Corporation. Such fact shall be without prejudice to the rights of the Corporation against any person who shall have executed the instrument in excess of his or her actual authority.

(c) Seal. Except as otherwise required by Pennsylvania law, the affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by the Corporation of any instrument in writing.

Section 9.04. INTERESTED MEMBERS, DIRECTORS OR OFFICERS; QUORUM.

(a) General Rule. A contract or transaction between the Corporation and one or more of its members, directors or officers or between the Corporation and another corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall not be void or voidable solely for that reason, or solely because the member, director or officer is present at or participates in the meeting of the board of directors which authorizes the contract or transaction, or solely because his, her or their votes are counted for that purpose, if:

(1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors, and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum;

(2) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such members; or

(3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the board of directors or the members of the Corporation.

) Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board which authorizes a contract or transaction specified in subsection (a) above.

Section 9.05. DEPOSITS.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board of directors shall from time to time determine.

Section 9.06. CORPORATE RECORDS; INSPECTION.

(a) Required Records. The Corporation shall keep appropriate, complete and accurate books or records of account, minutes of the proceedings of the directors and members, a copy of these Bylaws, including all amendments thereto to date, certified by the secretary of the Corporation, and a membership register, giving the names and addresses of all members of the Corporation. All such records shall be kept at the registered office of the Corporation in Pennsylvania or at its principal place of business. Any books, minutes or other records may be in written form or any other form capable of being converted into written form within a reasonable time.

) Right of Inspection. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings of the members and directors, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the Corporation at its registered office in Pennsylvania or at its principal place of business.

Section 9.07. ANNUAL REPORT.

(a) Contents. The board of directors shall present annually to the members, a report, verified by the chairman and treasurer or by a majority of the directors, showing in appropriate detail the following:

(1) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report.

(2) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.

(3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.

(4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation,

(5) The number of members of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found.

(b) Place of Filing. The annual report of the board of directors shall be filed with the minutes of the meetings of members.

Section 9.08. AMENDMENT OF BYLAWS.

Except as provided by law, these Bylaws may be amended or repealed by the Corporation’s board of directors, subject to the power of the members to change such action. Any change in these Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.