Bylaws of the Baldwin-Whitehall Educational Foundation
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ARTICLE 1: INTRODUCTION AND NAME OF NONPROFIT CORPORATION
1.01 Name
The name, of the nonprofit corporation is the Baldwin-Whitehall Educational Foundation.
1.02 Definition of By Laws
These By Laws constitute the code or rules adopted by the Baldwin-Whitehall Educational Foundation (the "Foundation”) for the regulation and management of its affairs.
1.03 Powers
The Foundation will have the powers or purposes as may be stated in its Articles of Incorporation and such powers as are now or may be granted hereinafter by the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania, as the same may be amended from time to time.
No part of the net earnings of the Foundation shall inure to the benefit of or be distributable to its trustees, officers or other private persons, except that the Foundation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as set forth above.
1.04 Mission
The mission of the Foundation is to create a lasting connection in education between students, teachers, alumni, and the community by supporting, acknowledging, and fostering excellence and innovation within the Baldwin Whitehall School District. The Foundation's activities shall be limited to resource development, advocacy, and the initiation of any or all activities which will further the educational enrichment of the students enrolled in the Baldwin-Whitehall School District. The Foundation is established exclusively for educational purposes including the making of distributions to organizations that qualify as exempt under Section 501(c) (3) of the Internal Revenue Code. No part of the Foundation’s activities shall be carried on for propaganda or attempting to influence legislation and the corporation shall not participate in any political campaign. The Foundation is subject to the limitations for organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or may hereafter be amended.
ARTICLE 2: OFFICES AND AGENCY
2.01 Principal Office
The principal place of business of the Foundation in the Commonwealth of Pennsylvania will be:
c/o Baldwin-Whitehall School District Administration Center
4900 Curry Road
Pittsburgh, PA 15236
2.02 Location of Registered Office
The location of the registered office of the Foundation stated in the Articles of Incorporation. Such office will be continuously maintained in the Baldwin-Whitehall School District in the Commonwealth of Pennsylvania for the duration of this corporation. The Board of Trustees may, from time to time, change the address of its registered office, within the Baldwin-Whitehall School District, by duly adopted resolution and amend its Articles by filing the appropriate statement with the Department of State.
ARTICLE 3: MEMBERSHIP
3.01 Definition of Membership
There shall be no members of the corporation.
ARTICLE 4: TRUSTEES
4.01 Qualifications of Trustees
The Foundation shall operate through a Board of Trustees. Trustees must attain majority age of eighteen (18) years or more. At least sixty percent (60%) of the Trustees must be residents of Baldwin Borough, Baldwin Township or Whitehall Borough, Allegheny County, Pennsylvania.
4.02 Number of Trustees
The number of Trustees, which shall constitute the whole Board of Trustees, shall be not less than seven (7) and not more than twenty-four (24), with the number to be determined by the Board of Trustees at its last regular meeting before the meeting at which elections would be held.
4.03 The Term of Trustees
Trustees will be elected for a term of two (2) years, commencing on the start of the Foundation's fiscal year; provided, however, that no Trustee shall be held accountable as a Trustee until such time as the Trustee has either consented to serve as Trustee or attends his/her first meeting of the Board of Trustees. Each Trustee may serve as a Trustee for no more than two (2) consecutive two (2) year terms, after which the Trustee must relinquish his/her seat on the Board of Trustees for at least one (1) year before being considered for reelection. Each Trustee shall be a member of the Board of Trustees for the term for which elected and thereafter until a successor is duly elected and qualifies or until the Trustee's earlier resignation, removal, or death.
4.04 Nomination and Qualifications of Board of Trustees
At least 60% of the Trustees must be composed of residents of Baldwin Borough, Baldwin Township and Whitehall Borough. The Nominating Foundation shall present for consideration by the Board of Trustees candidates for service as a Trustee of the Foundation in accordance with the guidelines set forth in Section 7.03 of these By Laws.
The Trustees shall be elected by the Board of Trustees from the list provided by the Nominating Foundation at the last regular meeting of the Board of Trustees in each calendar year.
4.05 Responsibilities of Trustees
Trustees are expected to attend all regular and special meetings of the Board of Trustees. As provided in Section 4.07, below, the Board of Trustees may declare vacant the seat of any Trustee who is absent from three (3) consecutive regular or special meetings within one (1) year.
Trustees are expected to participate actively on at least one (1) committee of the Foundation.
Each Trustee shall perform his/her duties in good faith, in a manner he/she reasonably believes to be in the best interests of the Foundation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.
4.06 Resignations of Trustees
Any Trustee may resign by submitting a written resignation to the Board of Trustees, which shall become effective upon its receipt from such Trustee or at any later time specified therein.
4.07 Removal of Trustees
The Board of Trustees may, by majority vote of a duly authorized quorum of the Board of Trustees, in accordance with Section 4.12.4, below, at any of its meetings by a majority vote of the Trustees declare any position vacant on the failure of its incumbent to attend meetings of the Trustees as herein specified, or to perform the duties of the position, provided that reasonable notice of the intention to act upon such matter shall have been given to the Trustee involved, and the Trustee is afforded an opportunity to defend himself/herself prior to any vote being taken.
4.08 Vacancies on the Board of Trustees
Any vacancy occurring on the Board of Trustees as a result of the resignation or removal of a Trustee, and any Trusteeship to be filled by reason of increase in the number of Trustees, will be filled by vote of the remaining Trustees. The new Trustee appointed to fill the vacancy created by the resignation or removal of a Trustee will serve for the unexpired term of the predecessor in office. Any Trustee appointed to fill a newly created Trusteeship shall serve until the expiration of the second calendar year after the increase in the number of Trustees.
4.09 Place of Trustees' Meetings
Meetings of the Board of Trustees, regular or special, will be held at a location determined by the President.
4.10 Regular Trustees' Meetings
Regular meetings of the Board of Trustees will be held at least four times each year. At least one such meeting shall be at the close of the fiscal year to receive and consider the annual Financial Report. Such meeting shall be open to the public.
4.11 Manner of Acting
The Board of Trustees of the Foundation shall be organized and act as follows:
4.11.1 Meetings
Only Trustees may vote at Board of Trustees meetings.
4.11.2 Presiding
The President of the Foundation shall preside at the meetings and, if not present, the Vice President, and if not present, a member of the Executive Foundation, designated by the President or the Executive Foundation, shall preside.
4.11.3 Place and Notice of Meetings
Written or printed notice stating the place, day, and hour of any regular meeting of the Board of Trustees will be delivered to each Trustee not less than two (2) days before the date of the meeting, either personally, by first class mail, by e-mail to the e- mail address provided to the Foundation by the Trustee or by facsimile transmission to the fax number provided to the Foundation by the Trustee or by or at the direction of the President or Executive Foundation. If mailed, such notice will be deemed to be delivered three (3) days after deposited in the United States mail addressed to the Trustee's address as it appears on the records of this Corporation with postage prepaid.
4.11.4 Quorum
A quorum shall be fifty-one percent (51%) of the Trustees duly elected to the Board of Trustees. At all meetings of the Trustees, the presence of a quorum shall be necessary and sufficient to transact business. If a meeting cannot be organized because a quorum has not attended, a majority of the Board of Trustees present may adjourn the meeting from time to time until a quorum as fixed in this section shall be present. Notice of the time and place to which such meeting is adjourned shall be given to any Trustee not present at least eight (8) hours prior to the hour of reconvening. Resolutions of the Board of Trustees upon any matter shall be taken and be valid, only with the affirmative vote of at least a majority of the Trustees present at a meeting duly convened, except at otherwise expressly provided in these By Laws.
4.11.5 Action by Written Consent
Any action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the Trustees in office and with voting rights is filed with the Secretary of the Foundation.
4.12 Call of Special Trustees’ Meetings
A special meeting of the Board of Trustees may be called by either the President, the Executive Committee or fifty-one percent (51%) of the members of the Board of Trustees.
4.13 Notice of Special Trustees’ Meetings.
Written or printed notice stating the place, day, and hour of any special meeting of the Board of Trustees will be delivered to each Trustee not less than two (2), nor more than ten (10) days before the date of the meeting, either personally, by first class mail, by e-mail to the e-mail address provided to the Foundation by the Trustee or by facsimile transmission to the fax number provided to the Foundation by the Trustee or by or at the direction of the President or Executive Foundation. If mailed, such notice will be deemed to be delivered three (3) days after deposited in the United States mail addressed to the Trustee's address as it appears on the records of the Foundation with postage prepaid. Such notice shall state the business to be transacted or the purpose of the special meeting.
4.14 Waiver of Notice
Attendance of a Trustee at any meeting of the Board of Trustees will constitute a waiver of notice of such meeting except where such Trustee attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
4.15 Conflict of Interest
Trustees must abstain from voting on matters affecting family or other close relatives as defined by the Pennsylvania Public School Code of 1949 as Amended or where members of the Board of Trustees are employees of said companies having business relationship with the Foundation.
4.16 Rules
Robert's Rules of Order, in its most recent edition at the date of its use, shall be the parliamentary authority for all matters of procedure not specifically covered by these By Laws adopted by the Foundation.
4.17 Appointment of Liaisons
The Board of Trustees shall have the authority, but not the obligation, to appoint one or more non-voting liaisons ("Liaisons") to the Foundation. Such Liaisons may be appointed by the Board of Trustees from among the following groups:
ARTICLE 5: OFFICERS OF THE BOARD
5.01 Officers of the Foundation
The officers of the Foundation shall consist of the President, Vice President, Secretar(y) (ies) (see § 5.07) and Treasurer.
5.02 The Executive Committee
The Executive Committee shall be composed of the Officers of the Foundation. The Executive Foundation shall act in place of the Board of Trustees in an emergency. All such actions shall be communicated to the Board of Trustees at its next regular meeting.
The Officers shall be elected each year by the Trustees at their annual meeting Duties of the Officers shall be governed by the Pennsylvania School Code of 1949, as Amended.
5.03 Compensation of Trustees and Liaisons
No member of the Board of Trustees, or the member of any committee of the Foundation, or any Liaison shall be paid any compensation for services as a Trustee, Foundation member or Liaison and shall not benefit in any way solely by reason of being a member of said Board of Trustees or one of its Foundations or as a Liaison. The Board of Trustees may provide reimbursement of reasonable expenses incurred by Officers, Trustees, or Liaisons in connection with authorized Foundation business.
5.04 Terms of Officers
The Officers of the Foundation shall hold office for one (1) year. Officers may be removed from office by a majority vote of the Board of Trustees whenever in the judgment of the Board of Trustees, the best interests of the Foundation will be served.
5.05 President
The President shall be elected by the Board of Trustees and shall preside at all meetings of the Board of Trustees. The President shall be an ex-officio member of all committees and shall have the general duties and powers of supervision and management usually vested in the office of President. The President shall conduct the routine, day-to-day business of the Foundation. The President shall also perform other such duties as may be prescribed from time to time by the Board of Trustees.
5.06 Vice President
The Vice President shall be elected by the Board of Trustees and shall perform the duties and exercise the powers of the President during any absence of or disability of the President.
5.07 Secretar(y) (ies)
The Board of Trustees shall have the option of combining the duties of the Secretary into a single position, or splitting the responsibilities into Recording Secretary and Corresponding Secretary. The position(s) shall be elected by the Board of Trustees and shall record, reproduce, and distribute the minutes of all meetings of the Board of Trustees. The Secretary shall be the custodian of the corporate records of the Foundation, shall give all notices as are required by law or by these By Laws, and, generally, shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these By Laws, or which may be assigned from time to time by the Board of Trustees.
If the Board of Trustees votes to split, the responsibilities as set forth above, both positions shall be considered members of the Executive Foundation and both members shall be given the same voting rights as other members of the Executive Foundation.
5.08 Treasurer
The Treasurer shall be elected by the Board of Trustees and shall have the custody of the Foundation funds and shall keep full and accurate accounts of receipts and disbursements and to keep the monies of the Foundation in a separate account. The Treasurer shall disburse the funds as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements. The Treasurer shall, at least once each year, and whenever requested by one or more of the Trustees, render a full and detailed account of all receipts and expenditures and submit a schedule showing the financial status of the Foundation and the changes, if any, since the last report to the President and Board of Trustees. The Treasurer shall be bonded by the proper authorities.
The Treasurer and any other elected officer of the Board of Trustees shall have the authority to co-sign checks; provided, however, that the Treasurer shall have the authority to be the sole signatory on any check in the amount of five hundred dollars ($500.00) or less.
ARTICLE 6: INFORMAL ACTION
6.01 Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of the Nonprofit Corporation Law of 1972, the Articles of Incorporation of the Foundation, or these By Laws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of a special meeting of the Board of Trustees, specify the general nature of the business to be transacted.
ARTICLE 7: COMMITTEES
7.01 Appointment of Chairpersons and Committee Members
The President shall appoint committee chairs and, in conjunction with the chairs, appoint committee members. Committees shall serve at the pleasure of the Board of Trustees and operate under such rules and regulations as the Trustees may approve.
7.02 Executive Committee
See § 5.02.
7.03 Nominating Committee
The Nominating Committee shall be responsible for securing and maintaining a list of potential candidates for membership on the Board of Trustees of the Foundation, or for service on such committees as shall be instituted. Such candidates shall be qualified by skill and experience to serve and shall be representative of the composition described in Article 4.04 of the By Laws. From this list, the Nominating Committee shall make recommendations to the Trustees concerning candidates for appointment to the Committee.
The Nominating Committee shall prepare a slate of candidates for officers of the Foundation to be presented for election at the Annual Meeting of the Foundation. In considering suitable candidates to be considered for service as Trustees of the Foundation, the Nominating Committee shall strive, but shall not be obligated, to recommend potential Trustees from the following representative groups:
The Contributor Choice/United Way Committee shall be responsible for coordinating and implementing the development efforts of the Foundation to raise funds via the United Way and other directed giving sources. Its responsibilities shall include the identification of potential directed giving sources and the establishment of a system for the equitable distribution of financial resources to be recommended for approval by the Foundation.
7.05 Grant Committee
The Grant Committee is an advisory group whose primary function is to make recommendations to the grant process. The Committee is to:
The Investment Committee is an advisory group whose primary function is to make recommendations to the Board of Trustees with respect to investment options with respect to Foundation Funds. The President and the Treasurer shall serve as the members of the Investment Committee, although the Investment Committee may include additional members.
7.07 Special Funding Programs Committee
The Special Funding Programs Committee is an advisory group whose primary function is to make recommendations the Board of Trustees with respect to the solicitation and disbursement of special funding programs established by governmental entities, including, without limitation, the solicitation and disbursement of funds in accordance with Pennsylvania Public School Code Act 4 of 2001 ("Act 4") which established the Educational Improvement Tax Credits ("EITC").
In the case of such Act 4 funding, the Special Funding Programs Committee shall insure that all funds raised and disbursed pursuant to Act 4 will qualify for EITC treatment.
7.08 Foundation Initiated Project Committee
The Foundation Initiated Project Committee is an advisory group whose primary function is to make recommendations to the Board of Trustees with respect to funding initiatives and projects to be undertaken by the Foundation, which are not as a result of a specific grant request.
7.09 Marketing Committee
The Marketing Committee is an advisory group whose primary functions are to develop and implement marketing programs to raise community awareness of the Foundation and its programs. Efforts shall be targeted both to potential contributors to the Foundation, as well as students, teachers and others who may be potential recipients of grant funds. The Marketing Committee shall make recommendations the Board of Trustees with respect to its marketing initiatives.
The Board of Trustees may, by vote of the majority of the Trustees, may eliminate one or more Committees or may consolidate two or more Committees if such elimination or consolidation is deemed to be in the best interests of the Foundation.
ARTICLE 8: OPERATION
8.01 Day to Day Operations
Day to day operations of the Foundation will be handled by the President and/or Vice-President of the Foundation.
8.02 Fiscal Year
The fiscal year of the Foundation will begin on July 1 and end on June 30 of each year.
8.03 Execution of Documents
Except as otherwise provided by law, checks, drafts, and promissory notes, orders for the payment of money, and other evidences of indebtedness of the Foundation shall be signed by the Treasurer and any other officer of the Board of Trustees.
Contracts, leases, or other instruments executed in the name and on behalf of the Foundation will be signed by the President and any other officer of the Board of Trustees and will have attached a copy of the relevant resolutions of the Board of Trustees.
8.04 Books and Records
The Foundation will exercise Standard Accounting Procedures and will also keep minutes of the proceedings of its Board of Trustees. The Foundation will keep at its registered office a list of the names and addresses of the Board of Trustees, and a copy of the By Laws including amendments to date.
8.05 Inspection of Books and Records
All books and records of the Foundation may be inspected by any Trustee for any proper purpose at any reasonable time on written demand stating such purpose. A bi annual audit will be conducted by a qualified individual approved by the Board of Trustees.
8.06 Acceptance of Non-Cash Gifts
Acceptance of non-cash gifts must be approved by the President.
8.07 Receipts and Tax Documents
Receipts and any tax documents will be prepared by the Treasurer.
ARTICLE 9: AMENDMENTS TO THE BY LAWS
9.01 Amendments to the By Laws
These By Laws may be amended by two-thirds (2/3) vote of all of the members of the Board of Trustees.
ARTICLE 10: TERMINATION OF THE COMMITTEE
10.01 Liquidation and Dissolution
The Foundation may be declared defunct at the discretion of the Board of Trustees meeting in regular session. In order for this action to be considered, there shall be written advance notice of the meeting expressing the intent.
The Committee shall be a strictly non-profit, non-stock, non-political organization, and no part of the income or assets of the organization shall inure to any Trustee or Officer.
Upon the liquidation or dissolution of the Foundation, the Board of Trustees shall, after paying or making the provision for the payment of all liabilities of the Foundation, dispose of all assets, exclusively for the purposes of the Foundation in such manner, or to such organizations operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Service law.
ARTICLE 11: INDEMNIFICATION OF OFFICERS AND DIRECTORS
AND EMPLOYEES
11.01 Scope of Indemnification
Each 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, including actions by or in the right of the Foundation, by reason of the fact that he/she is or was a Trustee of the Foundation shall be indemnified by the Foundation against expenses (including attorneys' fees and court costs), judgments, fines, and amounts paid in settlement actually and reasonably incurred by or imposed upon him/her in connection with such action, suit, or proceeding; PROVIDED, HOWEVER, that the Committee shall not indemnify any such person 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 and, with respect to any criminal action or proceeding, unless such person had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person is not entitled to indemnification under this Section, or with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
11.02 Reimbursement of Expenses
To the extent that a Trustee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 11.01,or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees and court costs) actually and reasonably incurred by or imposed upon him/her in connection therewith. The determination of what expenses are actually and reasonably incurred shall be made by the Board of Trustees, but in the event of disagreement the person making the request may apply to the Court of Common Pleas of the County in which the registered office of the Foundation is located or the Court in which such action or suit was brought for such determination.In situations where a Court has not made a determination that the act or failure to act giving rise to a claim for indemnification constituted willful misconduct or recklessness, any indemnification under Section 11.01 (unless ordered by a Court) shall be made by the Foundation only as authorized in the specific case upon a determination that the act or failure to act of the Trustee did not constitute willful misconduct or recklessness. Such determination shall be made (a) by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable if a majority vote of a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.
11.02.3
Expenses incurred by or imposed upon a Trustee in defending a civil or criminal action, suit or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding upon receipt of any undertaking by or on behalf of such Trustee to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Foundation as authorized in this Article.
11.03 Change in Law
No amendment or repeal of this Article 11 shall adversely affect any right or protection extended to a Trustee hereunder for an act or failure to act occurring prior to the time of such amendment or repeal. Each Trustee shall be deemed to act in such capacity in reliance upon the rights of indemnification and advancement of expenses hereunder. The rights to indemnification and advancement of expenses hereunder shall continue as to a person who has ceased to be a Trustee and shall inure to the benefit of the heirs, executors, and administrators of such person.
11.04 Creation of Fund
The Foundation may create a fund of any nature which may, but need not, be under the control of an independent trustee or otherwise secure or insure in any manner its indemnification obligations, whether arising hereunder or otherwise. The Foundation may purchase and maintain insurance on behalf of any person who is or was a Trustee of the Foundation against any liability asserted against him/her and incurred by or imposed upon him/her in any such capacity, or arising out of his/her status as such, whether or not the Foundation would have the power to indemnify him/her against such liability under the provisions of this Article or otherwise, upon such terms and conditions as the Foundation may deem requisite including a requirement that any such person must contribute a portion or all of the cost of maintaining such insurance.
11.05 Effectiveness
The provisions of this Article shall be effective for any act or omission of a Trustee.
11.06 Self-Dealing, Willful Misconduct or Recklessness
Except for responsibility or liability of a Trustee pursuant to any criminal statute or for payment of taxes pursuant to local, state or federal law, a Trustee of the Foundation shall not be personally liable for monetary damages for any action taken or any failure to take any action unless (a) such Trustee has breached or failed to perform his/her fiduciary duties as provided herein and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
11.07 Fiduciary Relationship
A Trustee of the Foundation shall stand in a fiduciary relation to the Foundation and shall perform his/her duties as a Trustee (including as a member of any committee of the Board of Trustees or as an Officer) in accordance with the standards set forth in the Commonwealth of Pennsylvania Directors' Liability Act, as the same may be amended from time to time. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Trustee or any failure to take any action shall be presumed to be in the best interest of the Committee.
ARTICLE 12: INTERESTED DIRECTORS
12.01 Transactions Void or Voidable
No contract or transaction between the Foundation and one or more of its Trustees or between the Foundation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are Trustees of the Foundation or has or have a financial interest, shall be void or voidable solely for such reason, or solely because the Trustee is present at or participates in the meeting of the Board of Trustees which authorized the contract or transaction, or solely because his/her or their votes are counted for such purpose, if: (a) the material facts as to the relationship or interest and as to the contract or transaction are disclosed to the Board of Trustees and the Board of Trustees in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Trustees even though the disinterested Trustees are less than a quorum; or (b) the contract or transaction is fair as to the Foundation as of the time it is authorized, approved or ratified by the Board of Trustees. Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board of Trustees which authorizes a contract or transaction specified above.
1.01 Name
The name, of the nonprofit corporation is the Baldwin-Whitehall Educational Foundation.
1.02 Definition of By Laws
These By Laws constitute the code or rules adopted by the Baldwin-Whitehall Educational Foundation (the "Foundation”) for the regulation and management of its affairs.
1.03 Powers
The Foundation will have the powers or purposes as may be stated in its Articles of Incorporation and such powers as are now or may be granted hereinafter by the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania, as the same may be amended from time to time.
No part of the net earnings of the Foundation shall inure to the benefit of or be distributable to its trustees, officers or other private persons, except that the Foundation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as set forth above.
1.04 Mission
The mission of the Foundation is to create a lasting connection in education between students, teachers, alumni, and the community by supporting, acknowledging, and fostering excellence and innovation within the Baldwin Whitehall School District. The Foundation's activities shall be limited to resource development, advocacy, and the initiation of any or all activities which will further the educational enrichment of the students enrolled in the Baldwin-Whitehall School District. The Foundation is established exclusively for educational purposes including the making of distributions to organizations that qualify as exempt under Section 501(c) (3) of the Internal Revenue Code. No part of the Foundation’s activities shall be carried on for propaganda or attempting to influence legislation and the corporation shall not participate in any political campaign. The Foundation is subject to the limitations for organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or may hereafter be amended.
ARTICLE 2: OFFICES AND AGENCY
2.01 Principal Office
The principal place of business of the Foundation in the Commonwealth of Pennsylvania will be:
c/o Baldwin-Whitehall School District Administration Center
4900 Curry Road
Pittsburgh, PA 15236
2.02 Location of Registered Office
The location of the registered office of the Foundation stated in the Articles of Incorporation. Such office will be continuously maintained in the Baldwin-Whitehall School District in the Commonwealth of Pennsylvania for the duration of this corporation. The Board of Trustees may, from time to time, change the address of its registered office, within the Baldwin-Whitehall School District, by duly adopted resolution and amend its Articles by filing the appropriate statement with the Department of State.
ARTICLE 3: MEMBERSHIP
3.01 Definition of Membership
There shall be no members of the corporation.
ARTICLE 4: TRUSTEES
4.01 Qualifications of Trustees
The Foundation shall operate through a Board of Trustees. Trustees must attain majority age of eighteen (18) years or more. At least sixty percent (60%) of the Trustees must be residents of Baldwin Borough, Baldwin Township or Whitehall Borough, Allegheny County, Pennsylvania.
4.02 Number of Trustees
The number of Trustees, which shall constitute the whole Board of Trustees, shall be not less than seven (7) and not more than twenty-four (24), with the number to be determined by the Board of Trustees at its last regular meeting before the meeting at which elections would be held.
4.03 The Term of Trustees
Trustees will be elected for a term of two (2) years, commencing on the start of the Foundation's fiscal year; provided, however, that no Trustee shall be held accountable as a Trustee until such time as the Trustee has either consented to serve as Trustee or attends his/her first meeting of the Board of Trustees. Each Trustee may serve as a Trustee for no more than two (2) consecutive two (2) year terms, after which the Trustee must relinquish his/her seat on the Board of Trustees for at least one (1) year before being considered for reelection. Each Trustee shall be a member of the Board of Trustees for the term for which elected and thereafter until a successor is duly elected and qualifies or until the Trustee's earlier resignation, removal, or death.
4.04 Nomination and Qualifications of Board of Trustees
At least 60% of the Trustees must be composed of residents of Baldwin Borough, Baldwin Township and Whitehall Borough. The Nominating Foundation shall present for consideration by the Board of Trustees candidates for service as a Trustee of the Foundation in accordance with the guidelines set forth in Section 7.03 of these By Laws.
The Trustees shall be elected by the Board of Trustees from the list provided by the Nominating Foundation at the last regular meeting of the Board of Trustees in each calendar year.
4.05 Responsibilities of Trustees
Trustees are expected to attend all regular and special meetings of the Board of Trustees. As provided in Section 4.07, below, the Board of Trustees may declare vacant the seat of any Trustee who is absent from three (3) consecutive regular or special meetings within one (1) year.
Trustees are expected to participate actively on at least one (1) committee of the Foundation.
Each Trustee shall perform his/her duties in good faith, in a manner he/she reasonably believes to be in the best interests of the Foundation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.
4.06 Resignations of Trustees
Any Trustee may resign by submitting a written resignation to the Board of Trustees, which shall become effective upon its receipt from such Trustee or at any later time specified therein.
4.07 Removal of Trustees
The Board of Trustees may, by majority vote of a duly authorized quorum of the Board of Trustees, in accordance with Section 4.12.4, below, at any of its meetings by a majority vote of the Trustees declare any position vacant on the failure of its incumbent to attend meetings of the Trustees as herein specified, or to perform the duties of the position, provided that reasonable notice of the intention to act upon such matter shall have been given to the Trustee involved, and the Trustee is afforded an opportunity to defend himself/herself prior to any vote being taken.
4.08 Vacancies on the Board of Trustees
Any vacancy occurring on the Board of Trustees as a result of the resignation or removal of a Trustee, and any Trusteeship to be filled by reason of increase in the number of Trustees, will be filled by vote of the remaining Trustees. The new Trustee appointed to fill the vacancy created by the resignation or removal of a Trustee will serve for the unexpired term of the predecessor in office. Any Trustee appointed to fill a newly created Trusteeship shall serve until the expiration of the second calendar year after the increase in the number of Trustees.
4.09 Place of Trustees' Meetings
Meetings of the Board of Trustees, regular or special, will be held at a location determined by the President.
4.10 Regular Trustees' Meetings
Regular meetings of the Board of Trustees will be held at least four times each year. At least one such meeting shall be at the close of the fiscal year to receive and consider the annual Financial Report. Such meeting shall be open to the public.
4.11 Manner of Acting
The Board of Trustees of the Foundation shall be organized and act as follows:
4.11.1 Meetings
Only Trustees may vote at Board of Trustees meetings.
4.11.2 Presiding
The President of the Foundation shall preside at the meetings and, if not present, the Vice President, and if not present, a member of the Executive Foundation, designated by the President or the Executive Foundation, shall preside.
4.11.3 Place and Notice of Meetings
Written or printed notice stating the place, day, and hour of any regular meeting of the Board of Trustees will be delivered to each Trustee not less than two (2) days before the date of the meeting, either personally, by first class mail, by e-mail to the e- mail address provided to the Foundation by the Trustee or by facsimile transmission to the fax number provided to the Foundation by the Trustee or by or at the direction of the President or Executive Foundation. If mailed, such notice will be deemed to be delivered three (3) days after deposited in the United States mail addressed to the Trustee's address as it appears on the records of this Corporation with postage prepaid.
4.11.4 Quorum
A quorum shall be fifty-one percent (51%) of the Trustees duly elected to the Board of Trustees. At all meetings of the Trustees, the presence of a quorum shall be necessary and sufficient to transact business. If a meeting cannot be organized because a quorum has not attended, a majority of the Board of Trustees present may adjourn the meeting from time to time until a quorum as fixed in this section shall be present. Notice of the time and place to which such meeting is adjourned shall be given to any Trustee not present at least eight (8) hours prior to the hour of reconvening. Resolutions of the Board of Trustees upon any matter shall be taken and be valid, only with the affirmative vote of at least a majority of the Trustees present at a meeting duly convened, except at otherwise expressly provided in these By Laws.
4.11.5 Action by Written Consent
Any action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the Trustees in office and with voting rights is filed with the Secretary of the Foundation.
4.12 Call of Special Trustees’ Meetings
A special meeting of the Board of Trustees may be called by either the President, the Executive Committee or fifty-one percent (51%) of the members of the Board of Trustees.
4.13 Notice of Special Trustees’ Meetings.
Written or printed notice stating the place, day, and hour of any special meeting of the Board of Trustees will be delivered to each Trustee not less than two (2), nor more than ten (10) days before the date of the meeting, either personally, by first class mail, by e-mail to the e-mail address provided to the Foundation by the Trustee or by facsimile transmission to the fax number provided to the Foundation by the Trustee or by or at the direction of the President or Executive Foundation. If mailed, such notice will be deemed to be delivered three (3) days after deposited in the United States mail addressed to the Trustee's address as it appears on the records of the Foundation with postage prepaid. Such notice shall state the business to be transacted or the purpose of the special meeting.
4.14 Waiver of Notice
Attendance of a Trustee at any meeting of the Board of Trustees will constitute a waiver of notice of such meeting except where such Trustee attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
4.15 Conflict of Interest
Trustees must abstain from voting on matters affecting family or other close relatives as defined by the Pennsylvania Public School Code of 1949 as Amended or where members of the Board of Trustees are employees of said companies having business relationship with the Foundation.
4.16 Rules
Robert's Rules of Order, in its most recent edition at the date of its use, shall be the parliamentary authority for all matters of procedure not specifically covered by these By Laws adopted by the Foundation.
4.17 Appointment of Liaisons
The Board of Trustees shall have the authority, but not the obligation, to appoint one or more non-voting liaisons ("Liaisons") to the Foundation. Such Liaisons may be appointed by the Board of Trustees from among the following groups:
- The Superintendent of the Baldwin-Whitehall School District or his/her designee;
- A designee of the Baldwin-Whitehall Education Association; and
- A student currently enrolled in Baldwin High School, by application.
The Liaisons shall act in an advisory capacity only and shall have no authority to act on behalf of or to otherwise bind the Foundation.
ARTICLE 5: OFFICERS OF THE BOARD
5.01 Officers of the Foundation
The officers of the Foundation shall consist of the President, Vice President, Secretar(y) (ies) (see § 5.07) and Treasurer.
5.02 The Executive Committee
The Executive Committee shall be composed of the Officers of the Foundation. The Executive Foundation shall act in place of the Board of Trustees in an emergency. All such actions shall be communicated to the Board of Trustees at its next regular meeting.
The Officers shall be elected each year by the Trustees at their annual meeting Duties of the Officers shall be governed by the Pennsylvania School Code of 1949, as Amended.
5.03 Compensation of Trustees and Liaisons
No member of the Board of Trustees, or the member of any committee of the Foundation, or any Liaison shall be paid any compensation for services as a Trustee, Foundation member or Liaison and shall not benefit in any way solely by reason of being a member of said Board of Trustees or one of its Foundations or as a Liaison. The Board of Trustees may provide reimbursement of reasonable expenses incurred by Officers, Trustees, or Liaisons in connection with authorized Foundation business.
5.04 Terms of Officers
The Officers of the Foundation shall hold office for one (1) year. Officers may be removed from office by a majority vote of the Board of Trustees whenever in the judgment of the Board of Trustees, the best interests of the Foundation will be served.
5.05 President
The President shall be elected by the Board of Trustees and shall preside at all meetings of the Board of Trustees. The President shall be an ex-officio member of all committees and shall have the general duties and powers of supervision and management usually vested in the office of President. The President shall conduct the routine, day-to-day business of the Foundation. The President shall also perform other such duties as may be prescribed from time to time by the Board of Trustees.
5.06 Vice President
The Vice President shall be elected by the Board of Trustees and shall perform the duties and exercise the powers of the President during any absence of or disability of the President.
5.07 Secretar(y) (ies)
The Board of Trustees shall have the option of combining the duties of the Secretary into a single position, or splitting the responsibilities into Recording Secretary and Corresponding Secretary. The position(s) shall be elected by the Board of Trustees and shall record, reproduce, and distribute the minutes of all meetings of the Board of Trustees. The Secretary shall be the custodian of the corporate records of the Foundation, shall give all notices as are required by law or by these By Laws, and, generally, shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these By Laws, or which may be assigned from time to time by the Board of Trustees.
If the Board of Trustees votes to split, the responsibilities as set forth above, both positions shall be considered members of the Executive Foundation and both members shall be given the same voting rights as other members of the Executive Foundation.
5.08 Treasurer
The Treasurer shall be elected by the Board of Trustees and shall have the custody of the Foundation funds and shall keep full and accurate accounts of receipts and disbursements and to keep the monies of the Foundation in a separate account. The Treasurer shall disburse the funds as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements. The Treasurer shall, at least once each year, and whenever requested by one or more of the Trustees, render a full and detailed account of all receipts and expenditures and submit a schedule showing the financial status of the Foundation and the changes, if any, since the last report to the President and Board of Trustees. The Treasurer shall be bonded by the proper authorities.
The Treasurer and any other elected officer of the Board of Trustees shall have the authority to co-sign checks; provided, however, that the Treasurer shall have the authority to be the sole signatory on any check in the amount of five hundred dollars ($500.00) or less.
ARTICLE 6: INFORMAL ACTION
6.01 Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of the Nonprofit Corporation Law of 1972, the Articles of Incorporation of the Foundation, or these By Laws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of a special meeting of the Board of Trustees, specify the general nature of the business to be transacted.
ARTICLE 7: COMMITTEES
7.01 Appointment of Chairpersons and Committee Members
The President shall appoint committee chairs and, in conjunction with the chairs, appoint committee members. Committees shall serve at the pleasure of the Board of Trustees and operate under such rules and regulations as the Trustees may approve.
7.02 Executive Committee
See § 5.02.
7.03 Nominating Committee
The Nominating Committee shall be responsible for securing and maintaining a list of potential candidates for membership on the Board of Trustees of the Foundation, or for service on such committees as shall be instituted. Such candidates shall be qualified by skill and experience to serve and shall be representative of the composition described in Article 4.04 of the By Laws. From this list, the Nominating Committee shall make recommendations to the Trustees concerning candidates for appointment to the Committee.
The Nominating Committee shall prepare a slate of candidates for officers of the Foundation to be presented for election at the Annual Meeting of the Foundation. In considering suitable candidates to be considered for service as Trustees of the Foundation, the Nominating Committee shall strive, but shall not be obligated, to recommend potential Trustees from the following representative groups:
- At least one (1) parent(s) from each school within the Baldwin-Whitehall School District;
- At least one (1) at-large parent from the elementary and/or secondary level;
- At least one (1) alumnus of Baldwin High School;
- At least one (1) Baldwin-Whitehall School District resident without school age children;
- At least one (1) representative from the businesses and professions having offices
within Baldwin-Whitehall School District; and - At least one (1) representative from each municipality served by the District,
- Such other categories as may be determined by the Nominating Committee.
The Contributor Choice/United Way Committee shall be responsible for coordinating and implementing the development efforts of the Foundation to raise funds via the United Way and other directed giving sources. Its responsibilities shall include the identification of potential directed giving sources and the establishment of a system for the equitable distribution of financial resources to be recommended for approval by the Foundation.
7.05 Grant Committee
The Grant Committee is an advisory group whose primary function is to make recommendations to the grant process. The Committee is to:
- prepare recommendations to the Board regarding grant criteria and the solicitation
process; - prepare and distribute grant applications and cover letters;
- compile grant requests;
- review requests and make recommendations for approval/disapproval;
- inform successful grant recipients and those who have been denied of the Board's
decisions; - collect follow-up evaluation forms from recipients, review same and report to
Board any significant findings; - maintain grant history files;
- review disbursement of grant funds with the Treasurer; and;
- assist the Treasurer in resolving discrepancies in disbursements.
The Investment Committee is an advisory group whose primary function is to make recommendations to the Board of Trustees with respect to investment options with respect to Foundation Funds. The President and the Treasurer shall serve as the members of the Investment Committee, although the Investment Committee may include additional members.
7.07 Special Funding Programs Committee
The Special Funding Programs Committee is an advisory group whose primary function is to make recommendations the Board of Trustees with respect to the solicitation and disbursement of special funding programs established by governmental entities, including, without limitation, the solicitation and disbursement of funds in accordance with Pennsylvania Public School Code Act 4 of 2001 ("Act 4") which established the Educational Improvement Tax Credits ("EITC").
In the case of such Act 4 funding, the Special Funding Programs Committee shall insure that all funds raised and disbursed pursuant to Act 4 will qualify for EITC treatment.
7.08 Foundation Initiated Project Committee
The Foundation Initiated Project Committee is an advisory group whose primary function is to make recommendations to the Board of Trustees with respect to funding initiatives and projects to be undertaken by the Foundation, which are not as a result of a specific grant request.
7.09 Marketing Committee
The Marketing Committee is an advisory group whose primary functions are to develop and implement marketing programs to raise community awareness of the Foundation and its programs. Efforts shall be targeted both to potential contributors to the Foundation, as well as students, teachers and others who may be potential recipients of grant funds. The Marketing Committee shall make recommendations the Board of Trustees with respect to its marketing initiatives.
- Audit and Oversight Committee: The Audit and Oversight committee will be responsible for selecting outside audit services as well as conducting any internal reviews. The audit and oversight committee will also be responsible for documenting and reviewing internal controls related to financial transactions.
- Ad Hoc Committees: The Board of Trustees may, by vote of the majority of the Trustees, establish such additional committees as shall be necessary to further the work of the Foundation. Such committees may include Trustees and/or non Trustees as deemed advisable and appropriate. Such committees shall remain active at the will of the Board of Trustees.
The Board of Trustees may, by vote of the majority of the Trustees, may eliminate one or more Committees or may consolidate two or more Committees if such elimination or consolidation is deemed to be in the best interests of the Foundation.
ARTICLE 8: OPERATION
8.01 Day to Day Operations
Day to day operations of the Foundation will be handled by the President and/or Vice-President of the Foundation.
8.02 Fiscal Year
The fiscal year of the Foundation will begin on July 1 and end on June 30 of each year.
8.03 Execution of Documents
Except as otherwise provided by law, checks, drafts, and promissory notes, orders for the payment of money, and other evidences of indebtedness of the Foundation shall be signed by the Treasurer and any other officer of the Board of Trustees.
Contracts, leases, or other instruments executed in the name and on behalf of the Foundation will be signed by the President and any other officer of the Board of Trustees and will have attached a copy of the relevant resolutions of the Board of Trustees.
8.04 Books and Records
The Foundation will exercise Standard Accounting Procedures and will also keep minutes of the proceedings of its Board of Trustees. The Foundation will keep at its registered office a list of the names and addresses of the Board of Trustees, and a copy of the By Laws including amendments to date.
8.05 Inspection of Books and Records
All books and records of the Foundation may be inspected by any Trustee for any proper purpose at any reasonable time on written demand stating such purpose. A bi annual audit will be conducted by a qualified individual approved by the Board of Trustees.
8.06 Acceptance of Non-Cash Gifts
Acceptance of non-cash gifts must be approved by the President.
8.07 Receipts and Tax Documents
Receipts and any tax documents will be prepared by the Treasurer.
ARTICLE 9: AMENDMENTS TO THE BY LAWS
9.01 Amendments to the By Laws
These By Laws may be amended by two-thirds (2/3) vote of all of the members of the Board of Trustees.
ARTICLE 10: TERMINATION OF THE COMMITTEE
10.01 Liquidation and Dissolution
The Foundation may be declared defunct at the discretion of the Board of Trustees meeting in regular session. In order for this action to be considered, there shall be written advance notice of the meeting expressing the intent.
The Committee shall be a strictly non-profit, non-stock, non-political organization, and no part of the income or assets of the organization shall inure to any Trustee or Officer.
Upon the liquidation or dissolution of the Foundation, the Board of Trustees shall, after paying or making the provision for the payment of all liabilities of the Foundation, dispose of all assets, exclusively for the purposes of the Foundation in such manner, or to such organizations operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Service law.
ARTICLE 11: INDEMNIFICATION OF OFFICERS AND DIRECTORS
AND EMPLOYEES
11.01 Scope of Indemnification
Each 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, including actions by or in the right of the Foundation, by reason of the fact that he/she is or was a Trustee of the Foundation shall be indemnified by the Foundation against expenses (including attorneys' fees and court costs), judgments, fines, and amounts paid in settlement actually and reasonably incurred by or imposed upon him/her in connection with such action, suit, or proceeding; PROVIDED, HOWEVER, that the Committee shall not indemnify any such person 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 and, with respect to any criminal action or proceeding, unless such person had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person is not entitled to indemnification under this Section, or with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
11.02 Reimbursement of Expenses
To the extent that a Trustee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 11.01,or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees and court costs) actually and reasonably incurred by or imposed upon him/her in connection therewith. The determination of what expenses are actually and reasonably incurred shall be made by the Board of Trustees, but in the event of disagreement the person making the request may apply to the Court of Common Pleas of the County in which the registered office of the Foundation is located or the Court in which such action or suit was brought for such determination.In situations where a Court has not made a determination that the act or failure to act giving rise to a claim for indemnification constituted willful misconduct or recklessness, any indemnification under Section 11.01 (unless ordered by a Court) shall be made by the Foundation only as authorized in the specific case upon a determination that the act or failure to act of the Trustee did not constitute willful misconduct or recklessness. Such determination shall be made (a) by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable if a majority vote of a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion.
11.02.3
Expenses incurred by or imposed upon a Trustee in defending a civil or criminal action, suit or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding upon receipt of any undertaking by or on behalf of such Trustee to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Foundation as authorized in this Article.
11.03 Change in Law
No amendment or repeal of this Article 11 shall adversely affect any right or protection extended to a Trustee hereunder for an act or failure to act occurring prior to the time of such amendment or repeal. Each Trustee shall be deemed to act in such capacity in reliance upon the rights of indemnification and advancement of expenses hereunder. The rights to indemnification and advancement of expenses hereunder shall continue as to a person who has ceased to be a Trustee and shall inure to the benefit of the heirs, executors, and administrators of such person.
11.04 Creation of Fund
The Foundation may create a fund of any nature which may, but need not, be under the control of an independent trustee or otherwise secure or insure in any manner its indemnification obligations, whether arising hereunder or otherwise. The Foundation may purchase and maintain insurance on behalf of any person who is or was a Trustee of the Foundation against any liability asserted against him/her and incurred by or imposed upon him/her in any such capacity, or arising out of his/her status as such, whether or not the Foundation would have the power to indemnify him/her against such liability under the provisions of this Article or otherwise, upon such terms and conditions as the Foundation may deem requisite including a requirement that any such person must contribute a portion or all of the cost of maintaining such insurance.
11.05 Effectiveness
The provisions of this Article shall be effective for any act or omission of a Trustee.
11.06 Self-Dealing, Willful Misconduct or Recklessness
Except for responsibility or liability of a Trustee pursuant to any criminal statute or for payment of taxes pursuant to local, state or federal law, a Trustee of the Foundation shall not be personally liable for monetary damages for any action taken or any failure to take any action unless (a) such Trustee has breached or failed to perform his/her fiduciary duties as provided herein and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
11.07 Fiduciary Relationship
A Trustee of the Foundation shall stand in a fiduciary relation to the Foundation and shall perform his/her duties as a Trustee (including as a member of any committee of the Board of Trustees or as an Officer) in accordance with the standards set forth in the Commonwealth of Pennsylvania Directors' Liability Act, as the same may be amended from time to time. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Trustee or any failure to take any action shall be presumed to be in the best interest of the Committee.
ARTICLE 12: INTERESTED DIRECTORS
12.01 Transactions Void or Voidable
No contract or transaction between the Foundation and one or more of its Trustees or between the Foundation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are Trustees of the Foundation or has or have a financial interest, shall be void or voidable solely for such reason, or solely because the Trustee is present at or participates in the meeting of the Board of Trustees which authorized the contract or transaction, or solely because his/her or their votes are counted for such purpose, if: (a) the material facts as to the relationship or interest and as to the contract or transaction are disclosed to the Board of Trustees and the Board of Trustees in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Trustees even though the disinterested Trustees are less than a quorum; or (b) the contract or transaction is fair as to the Foundation as of the time it is authorized, approved or ratified by the Board of Trustees. Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board of Trustees which authorizes a contract or transaction specified above.