BYLAWS OF PENNSYLVANIA PROPANE FOUNDATION
- ARTICLE 1 NAME
- ARTICLE 2 SEAL
- ARTICLE 3 LOCATION
- ARTICLE 4 PURPOSE
- ARTICLE 5 MEMBERSHIP
- ARTICLE 6 BOARD OF DIRECTORS
- ARTICLE 7 OFFICERS
- ARTICLE 8 MEETINGS
- ARTICLE 9 COMMITTEES
- ARTICLE 10 INSPECTION OF CORPORATE RECORDS
- ARTICLE 11 PERSONAL LIABILITY
- ARTICLE 12 AMENDMENTS
ARTICLE 1. NAME
The name of this corporation shall be the PENNSYLVANIA PROPANE FOUNDATION.
ARTICLE 2. SEAL
The Foundation shall have a corporate seal which includes the name of the Foundation, the year of organization, and the words “Corporate Seal – Pennsylvania” or such inscription as the Foundation Board of Directors may direct.
ARTICLE 3. LOCATION
As required by state law, the Foundation Board of Directors shall designate the location of the registered office of the Foundation.
ARTICLE 4. PURPOSE
The purposes of the Foundation are:
a. To support research and development in the propane industry and to develop and fund programs to enhance consumer and employee safety and training;
b. To provide for research and development of clean and efficient propane utilization equipment; and
c. To inform and educate the public about safety and other issues associated with the use of propane.
ARTICLE 5. MEMBERSHIP
The members of the Foundation shall consist of the Board of Directors of the Pennsylvania Propane Gas Association (Association), as set forth in the Association Bylaws. The members of the Foundation shall elect a Foundation Board of Directors, which shall consist of at least seven but no more than nine directors, at least one of which must be a member of the Association. In addition, each Director shall be 21 years of age or older. Unless a Director dies, resigns, or is removed, each Director shall hold office for a term of one years and until a successor has been elected as provided for in these bylaws. A year of service shall start on July 1 and end on June 30 of the next following calendar year. The Board of Directors shall have the final authority to decide all Foundation matters.
ARTICLE 6. BOARD OF DIRECTORS
Section 1. Duties of Board of Directors.
The Board of Directors shall complete such duties as the need of the Foundation shall require at such meetings as it shall schedule as provided for in Article 8 below. In addition, at the Annual Meeting of the Foundation, the Board of Directors shall elect three officers: President, Secretary, and Treasurer. For the election of the three Foundation Officers, each Director shall have one vote and votes may not be delegated to another or cast by proxy.
Section 2. Compensation.
By resolution of the Board of Directors, each Director may be paid expenses to attend each meeting of the Board of Directors or of a committee of the Board, but a Director shall not be paid a stated salary to be a Director or paid a fixed sum for attendance at each meeting of the Board of Directors or of a committee of the Board.
Section 3. Removal and Resignation.
a. The Foundation Board of Directors may remove a Director or an Officer for the following reasons: (1) the Director or Officer has been judicially declared to be of unsound mind; (2) the Director or Officer has been convicted of an offense punishable by imprisonment for a term of more than one year; (3) within sixty days of notice of election as a Director or Officer, the person so elected does not accept such position by a confirming letter or by attending a meeting of the Board of Directors; or (4) the Director or Officer is not working in the propane gas industry.
b. Resignation. Any Director or Officer may resign at any time but shall do so only upon written notice to the Foundation. The resignation shall be effective upon receipt of the written notice of the Foundation or at such subsequent time as the Director or Officer may specify in the written notice of resignation.
ARTICLE 7. OFFICERS
Section 1: Qualifications.
The Officers of the Foundation shall serve for a term of one year and until a successor has been elected as provided for in these Bylaws. The Officers shall conduct Foundation business as provided for in Section 2 below and as the Board of Directors deems necessary or advisable. All officers shall be 21 years of age or older and shall be employed in the propane industry in Pennsylvania. Any two (2) or more offices may be held by the same person. It shall not be necessary for officers to be members of the Foundation. Officers of the Foundation shall have such authority and perform such duties as is provided by these Bylaws.
Section 2. Duties of Officers.
a. President. At meetings of the Foundation and at such other times as the President shall deem proper, the President shall communicate to the members and make such suggestions as may in the President’s opinion promote the welfare and increase the usefulness of the Foundation. The President shall perform such other duties as are necessarily incident to the office of President and as may be assigned by the Board of Directors.
b. Secretary. The Secretary shall be responsible for the proper recording of all meetings of the Foundation and for the execution of all orders, votes, and resolutions of the Board of Directors and in general for the performance of all the usual duties incident of the office of Secretary and such other duties as may be assigned by the President.
c. Treasurer. The Treasurer shall have general supervision of the fiscal affairs of the Foundation. The Treasurer shall establish proper accounting procedures for the handling of Foundation funds and shall be responsible for depositing such funds in banks, trust companies, and/or investments as approved by the Board of Directors. The Treasurer shall report on the financial condition of the Foundation at all meetings of the Board of Directors and at other times when called upon by the President and in general, shall perform all the usual duties incident to the office of Treasurer and such other duties as may be assigned by the President.
ARTICLE 8. MEETINGS
Section 1. Annual Meeting
The election of officers and the transaction of other proper business shall be conducted at an Annual Meeting of the Foundation which meeting shall be scheduled at such day, hour, and place as may be fixed by the Foundation Board of Directors. The Foundation Board of Directors may also designate, by resolution, passed at the annual meeting, the day, hour, and place, for additional meetings.
Section 2. Special Meetings
Special meetings of the Foundation Board of Directors may be called by the President or any two (2) other Directors. The President calling the special meeting shall fix the day, hour and place of the meeting with written notice provided to all members of the Foundation Board of Directors, as set forth in Section 3 below.
Section 3. Notice of Meetings
If set by resolution passed in accordance with Section 1 of this Article, no additional notice need be given. Written notice specifying the place, day and hour of any special meeting shall be given to each Director at least forty-eight (48) hours before the time set for such special meeting.
Section 4. Quorum and Action by Directors
A majority of the Foundation Board of Directors shall constitute a quorum for the transaction of business and the acts of a majority of the quorum shall be the acts of the Foundation Board of Directors except where a different vote is required by law or these Bylaws. Each Director shall be entitled to one vote.
Section 5. Conduct of Meetings.
Unless specified otherwise by these Bylaws, Roberts Rules of Order shall govern all meetings of the Foundation Board of Directors and meetings of committees of the Board of Directors.
ARTICLE 9. COMMITTEES
Section 1. Committees of the Board
The Foundation Board of Directors may establish such committees as it deems necessary. A committee shall consist of at least one Director of the Foundation Board of Directors and may include other persons who are not members of the Foundation. Each committee shall serve at the pleasure of the Foundation Board of Directors.
Section 2. Committee Rules
Unless the Foundation Board of Directors explicitly directs otherwise, each committee shall conduct its business and take action in the same manner as the Board conducts its business pursuant to these Bylaws.
ARTICLE 10. INSPECTION OF CORPORATE RECORDS
Every member of the Foundation shall, by written demand stating the purpose thereof, have a right to examine, in person or by agent or attorney, during usual business hours and for any proper purpose, the books, records of account, and records of the proceedings of the Foundation and every member shall be entitled to make copies or extracts of such documents. A proper purpose shall be a purpose reasonably related to the interest of the person as a member. In every instance where an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or other writing that authorizes the attorney or other agent to so act on behalf of the member. The demand shall be directed to the Foundation at its registered office in Pennsylvania or at its principal place of business wherever situated. The President is hereby given the express authority to determine a reasonable fee for the copies required to be made to comply with the written demand authorized by this Article.
ARTICLE 11. PERSONAL LIABILITY
Section 1. Personal Liability of Directors.
No Director of the Foundation Board of Directors nor any Foundation Officer shall be personally liable for monetary damages for any action taken or any failure to take any action, unless such person has breached or failed to perform the duties of his or her office and such breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness, as set forth in 15 Pa C.S. section 5713 (a). However, such protection shall not eliminate or limit (i) the responsibility or liability of such Director or Officer pursuant to any criminal statute, or (ii) the liability of a Director or Officer for the payment of taxes pursuant to local, state or Federal law. Any repeal, modification, or adoption of any provision inconsistent with this section of these Bylaws shall be prospective only, and neither the repeal nor modification of this bylaw nor the adoption of any provision inconsistent with this Bylaw shall adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such repeal or modification or the adoption of such inconsistent provision.
Section 2. Mandatory Indemnification of Directors and Certain Other Persons.
a. The Foundation shall indemnify and hold harmless to the full extent of the law, as such law exists or is amended, interpreted or implemented (but, in the case of any amendment, only to the extent that such amendment permits the Foundation to provide broader indemnification rights than are permitted the Foundation to provide prior to such amendment), each person who was or is made a party or is threatened to be made a party to or is otherwise involved in (as a witness or otherwise) 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 Foundation or otherwise (hereinafter, a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the heir, executor, or administrator, is or was a Director or Officer of the Foundation or is or was serving at the request of the Foundation as a Director, Officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise (including without limitation service with respect to employee benefit plans), or where the basis of such proceeding is any alleged action or failure to take any action by such person while acting in an official capacity as a Director or Officer of the Foundation or in any other capacity on behalf of the Foundation against all expenses, liability and loss, including but not limited to attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement (whether with or without court approval), actually and reasonably incurred or paid by such person in connection therewith.
b. Notwithstanding the foregoing, and except as provided in Section 11.3 below, the Foundation 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 Foundation.
c. Subject to the limitation set forth above concerning proceedings initiated by the person seeking indemnification, the right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Foundation for the expenses incurred in defending any such proceeding (or part thereof) or in enforcing his or her rights under this section in advance of the final disposition thereof. Such right requires payment promptly after receipt by the Foundation of a request stating in reasonable detail the expenses incurred. However the payment of such expenses incurred by a Director or Officer of the Foundation in advance of the final disposition of a proceeding shall be made only upon receipt of a written agreement, by or on behalf of such person, to repay all amounts so advanced if and to the extent it shall ultimately be determined by a court that he or she is not entitled to be indemnified by the Foundation under this Section or otherwise.
d. The right to indemnification and advancement of expenses provided herein shall continue as to a person who has ceased to be a Director or Officer of the Foundation or to serve in any of the other capacities described herein, and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 3. Payment of Indemnification.
If a claim for indemnification under Section 2 of this article is not paid in full by the Foundation within thirty (30) days after a written claim has been received by the Foundation, the claimant may, at any time thereafter, bring suit against the Foundation to recover the unpaid amount of the claim and, if successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expense, the claimant shall be entitled to be paid also all reasonable expenses to prosecute such claim.
Section 4. Non-Exclusivity of Rights.
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of a final disposition conferred in Section 2 of this article and the right to payment expenses conferred in Section 3 of this article shall not prohibit other rights to which those seeking indemnification or advancement of expenses may be entitled or as may be granted under any bylaw, agreement, vote of members, vote of directors or otherwise, both as to actions in his or her official capacity and as to actions in any other capacity while holding that office. The Foundation has the express authority to enter into such agreements or arrangements as the Board of Directors deems appropriate for the indemnification of and advancement of expenses to present or future Directors and Officers as well as employees, representatives or agents of the Foundation in connection with their status with or services to or on behalf of the Foundation or any other corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, for which such person is serving at the request of the Foundation.
Section 5. Funding.
The Foundation may create a fund of any nature, which may, but need not be, under the control of the Board of Directors to otherwise secure or insure in any manner its indemnification obligations, including its obligation to advance expenses, whether arising under or pursuant to this Article or otherwise.
Section 6. Insurance.
The Foundation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer or representative of the Foundation, or is or was serving at the request of the Foundation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Foundation has the power to indemnify such person against such liability under the laws of this or any other state.
Section 7. Modification or Repeal
Neither the modification, amendment, alteration or repeal of this Article or any of its provisions nor the adoption of any provision inconsistent with this Article or any of its provisions shall adversely affect the rights of any person to indemnification and advancement of expenses existing at the time of such modification, amendment, alteration, or repeal or the adoption of such inconsistent provision.
ARTICLE 12. AMENDMENTS
These Bylaws may be amended or repealed and new bylaws may be adopted by a majority of the Foundation Board of Directors present at any meeting at which a quorum of the Foundation Board is present. Any change so adopted shall take effect immediately after adoption unless otherwise provided for in the resolution effecting the change.