THE ARC, CRAWFORD COUNTY, INC.
A PENNSYLVANIA NONPROFIT CORPORATION
Section 1.1 Name. The name of the Corporation is The ARC, CRAWFORD COUNTY, INC. (hereinafter, the “Corporation”).
Section 1.2 Statement of Purposes. The Corporation is organized exclusively for charitable, scientific and educational purposes as defined and limited by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (or the corresponding provision of any future United States Internal Revenue Law). In furtherance thereof, the Corporation is operated to:
- promote active citizenship and inclusion in every community of all children and adults with intellectual and developmental disabilities;
- promote and protect the civil and human rights of people with intellectual and developmental disabilities;
- advise and assist people with intellectual and developmental disabilities and their families,
- promote inclusion and quality in generic and specialized services for people with intellectual and developmental disabilities;
- help the general public better understand the contributions that people with intellectual and developmental disabilities make to their families and local communities;
- work cooperatively with other agencies, The Arc of Pennsylvania and The Arc of the United States toward full opportunities for people with intellectual and developmental disabilities;
- promote unity among The Arc members, volunteers and staff toward the accomplishment of corporate system goals and objectives;
- monitor services to assure that people with intellectual and developmental disabilities and their families have available to them high quality programs which are appropriate to their needs; and
(i) receive and wisely expend funds for the accomplishment of
Section 1.3 Offices. The principal and registered office of the Corporation
shall be located at 222 Chestnut Street, Meadville, PA 16335, or at such other place as the Board of Directors may designate from time to time.
Section 1.4 Fiscal Year. The fiscal year of the Corporation shall end on June 30 of each year, or on such other date as may be fixed from time to time by resolution of the Board of Directors.
Section 1.5 Governing Law. This Corporation is governed by the Pennsylvania Nonprofit Corporation Law of 1988, as it may be amended from time to time (“NPCL”).
Section 1.6 Parliamentary Procedures. Meetings of the Corporation shall be run using “Modern Rules of Order” 3rd Edition By Donald A. Tortorice.
Section 2.1 Classes. The Corporation shall have non-voting membership for any person deemed worthy to be a Member by the Board of Directors. The due structure and other specifications for the membership shall be determined by the Board of Directors.
Section 2.2 Dues. Dues shall be established by the Board of Directors from time to time in such amounts and due at such times as the Board may determine.
Section 2.3 Termination. Any member’s membership may be terminated by the Board of Directors for failure to pay dues or for cause by the vote of a majority of the Board.
Section 2.4 Transfer of Membership. Membership in this Corporation is nontransferable and non-assignable.
Board of Directors
Section 3.1 Authority. The affairs of the Corporation shall be under the general direction of a Board of Directors, which shall administer, manage, preserve and protect the property of the Corporation. The Board shall exercise the exclusive rights of the Corporation.
Section 3.2 Number and Term. The Board of Directors shall consist of no fewer than nine (9) or more than fifteen (15) persons (“Elected Directors”).
The Elected Directors shall include at least two persons who are family members or guardians. Each Elected Director shall serve a term of three (3) years, commencing the first day of the fiscal year (July 1) or until such Director’s successor has been duly elected and qualified or until the Director’s death, resignation or removal. A Board member may resign by submission in writing to the President.
Section 3.3 Nomination and Election. There shall be a Nomination Committee composed of three (3) to five (5) Directors, to be appointed by a majority vote of Directors at a regularly scheduled Board of Directors meeting. The Meeting shall be held at least one month prior to the annual meeting and consist of a quorum. The Nominating Committee shall prepare a slate of candidates for election of officers and directors and shall secure the consent of its nominees to serve if elected. It shall report its nominations at the meeting prior to the July election meeting for vote by the majority of the Directors at a Meeting where a quorum is present.
Section 3.4 Vacancies. Vacancies occurring on the Board by death, resignation, refusal to serve, increase in the number of Directors or otherwise may be filled by the members of the Board of Directors and each Director so appointed shall serve for the unexpired portion of the term of the Director being replaced, and until the Director’s successor is elected and qualified or until such Director’s earlier death, resignation or removal.
Section 3.5 Compensation. No compensation shall be paid to any Director for services as a Director but, at the discretion of the Board, a Director may be reimbursed for travel and actual expenses necessarily incurred in attending meetings and performing other duties on behalf of the Corporation.
Section 3.6 Meetings. Board meetings may be held monthly. Additional or special meetings may be held at any time at the call of the President or a majority of the Board of Directors. Members shall be notified in advance of all meetings.
Section 3.7 Quorum. At all meetings of the Board of Directors, the presence of a majority of the Directors in office and entitled to vote shall constitute a quorum. In addition to those Directors who are actually present at a meeting, Directors shall be deemed as present at such meeting if by telephone or similar communication equipment if all persons participating in the meeting can hear each other at the same time. A majority of the Directors present and entitled to vote, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of any such adjourned meeting shall be given to the Directors who are not present at the time of adjournment.
Section 3.8 Voting. Each Director entitled to vote shall be entitled to one vote on each matter submitted to a vote of the Board of Directors.
Section 3.9 Notices. Notice of the time, date, and place of all meetings of the Board of Directors shall be given to all Directors at least five (5) days in advance of the date thereof. Such notice shall set forth the time and place of the meeting. For special meetings, the notice shall state the general nature of the business being transacted. Such notice shall be sent at the direction of the Secretary or another designated officer of the Corporation and shall be delivered to each Director either personally, or by mail, fax or e-mail to their residence or place of business as listed on the records of the Corporation. If there notice is sent by mail, fax, or e-mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or upon verification that the fax or e-mail has been received.
Section 3.10 Waiver of Notice. Whenever any written notice whatsoever is required to be given under the provisions of applicable law, the Articles of Incorporation of this Corporation, or these Bylaws, 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, shall be deemed equivalent to the giving of such notice. In the case of a special meeting, such waiver of notice shall specify the general nature of the business to be transacted. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting unless the Director attends 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.
Section 3.11 Standard of Care and Fiduciary Duty. Each Director shall stand in a fiduciary relation to this Corporation and shall perform his or her duties as a Director, including his or her 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 this Corporation, and which such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Directors are privy to confidential information regarding the Corporation and its employees, as well as individuals served by the Corporation. Directors must adhere to any and all state and federal statutes and regulations as well as corporate policies limiting or prohibiting the release of such confidential information. In performing his or her duties, each 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:
- one or more officers or employees of this Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
- counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such persons; and
- a committee of the Board of this Corporation upon which the Director does not serve, 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 reliance to be unwarranted.
Section 3.12 Factors Which May Be Considered by Directors. 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 this Corporation, consider to the extent they deem appropriate. The effects of any action upon any or all groups affected by such action, including members, employees, suppliers, customers and creditors of the Corporation, and upon communities in which offices or other establishments of the Corporation are located and all other pertinent factors.
Section 3.13 Rules and Regulations. The Board of Directors may adopt rules and regulations not inconsistent with these Bylaws for the administration and conduct of the affairs of the Corporation and may alter, amend or repeal any such rules or regulations adopted by it. Such rules and regulations may be amended by majority vote of the Directors present and entitled to vote at a meeting of the Directors where a quorum is present.
Section 3.14 Removal of Directors.
- The Board of Directors, by a 2/3 vote of the remaining Directors, may remove an elected or appointed Director whenever the Board of Directors of the Corporation believes to do so is in the best interest of the Corporation.
- Any Director who fails to attend three regular meetings without an excuse of the Board of Directors in any fiscal year may be deemed to have resigned as of the date of the third missed meeting. At the direction of the Board, the Secretary shall notify each Director who misses two meetings in any fiscal year of the effect of any future absences.
Section 3.15 Conflict of Interests. The Corporation shall adopt a conflict of interest policy which shall require a Director to disclose any actual or potential conflict between a Director’s personal interest and the Director’s duty to the Corporation. Any Director deemed by the Board pursuant to its conflict of interest policy to be disqualified because of an actual or apparent conflict of interest on any matter shall not vote or use personal influence on the matter and, solely for the purpose of determining the ability of the Board of Directors to take action on the matter which is subject to such actual or apparent conflict of interest, shall not be counted in determining the quorum for the meeting, even when permitted by law. The minutes of the meeting shall reflect that a disclosure was made, the abstention for voting, and the effect on the quorum.
Section 4.1 Enumeration. The officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer and such other officers and assistant officers as the Directors may, from time to time, designate. No employee of the Corporation or any chapter of the Corporation is eligible to serve as an officer. Officers must be Directors of the Corporation.
Section 4.2 Term of Office. Each officer shall serve for a term of one (1) year. There shall be no limit on the number of terms an officer can serve.
Section 4.3 Appointment. All officers shall be (a) nominated by the Nominating Committee in accordance with the procedure set forth in these bylaws, and (b) appointed by the Board at the same meeting as the election of new Directors.
Section 4.4 Vacancies. Any vacancy may be filled by the Directors entitled to vote. The President may, however, fill vacancies in the position of Secretary or Treasurer or any other office designated by the Board for the period ending upon the date when such vacancy is filled by the Board.
Section 4.5 President. The President shall be responsible for overseeing the affairs of the Corporation and shall preside at all meetings of the Board; shall appoint the chairpersons of all committees, with the approval of the Board, and supervise directly or indirectly their work; shall appoint special committees as required; shall appoint representatives of the Corporation to participate in government and non-government endeavors, such as task forces, ad hoc committees, and political action committees, as required; shall act as executive officer of the Corporation and, in general, perform the duties usually associated with the office of President.
Section 4.6 Vice President. The Vice President shall serve in the absence, disability or resignation of the President. The Vice President shall also perform such other responsibilities as the President may assign.
Section 4.7 Secretary. The Secretary shall make or cause to be made minutes of all meetings of the Board of Directors. The Secretary shall be responsible for the timely mailing or delivery of all notices of meetings of the Board of Directors, shall affix the corporate seal at the direction of the President and, generally, will perform all duties incident to the office of secretary of a Corporation and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or which may be assigned from time to time by the Board of Directors. All records of the Corporation shall be maintained at the principal place of business of the Corporation.
Section 4.8 Treasurer. The Treasurer shall supervise the financial activities of the Corporation. Specifically, the Treasurer shall see that (a) full and accurate accounts of receipts and disbursements are kept, (b) a system is in place such that all monies and other valuable effects are deposited in the name and to the credit of the Corporation in such depositories as shall be designated by the Board, (c) the Directors at the regular meetings of the Board or whenever they may require it, receive an account of the financial condition of the Corporation, and (d) an annual audit of the Corporation’s books and records is performed by an auditor selected by Board. In performing these functions, the Treasurer may rely on employees of the Corporation or any affiliated corporation who possess special financial training and skills and whose employment responsibilities include management of the Corporation’s financial affairs. In the absence or disability of the Treasurer, the Assistant Treasurer, if any, shall perform all the duties of the Treasurer and when so acting shall have all of the powers of and be subject to all of the restrictions upon the Treasurer. The Treasurer shall present an annual report to the Board and make it available to the membership after the close of the fiscal year listing all receipts and disbursements by budget category.
Section 4.90 Other Officers. Each other officer shall have such responsibilities and perform such duties as may be prescribed by the Board from time to time. Each assistant officer shall carry out the responsibilities and duties of the officer which the assistant officer assists in the event such officer is unable to perform such responsibilities or duties, except that no assistant officer shall become a Director of any committee solely by virtue of being an assistant officer.
Section 4.10 Bonds. The Board may, in its discretion, require the Treasurer and any other officer to give bond in such amount and with such surety or sureties as may be satisfactory to the Board for the faithful discharge of the duties of the office and for the restoration to the Corporation, in case of the officer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind belonging to the Corporation in the officer’s possession or under the officer’s control.
Section 4.11 Removal of Officers. Any officer may be removed by the by a majority vote of the Board at any meeting where a quorum is present.
Section 4.13 Executive Director. The Corporation may employ an Executive Director to serve as the principal administrative agent of the Corporation. The Executive Director shall be approved by and serve at the pleasure of the Board of Directors. The Executive Committee shall approve the Executive Director’s compensation within the confines of the budget of the Corporation. The Board may also employ additional staff under the supervision of the Executive Director, as the operations of the Corporation may require.
ARTICLE V Committees
Section 5.1. Committees. The Board of Directors may establish standing and ad hoc committees at their discretion. There shall be such committees as the Board may deem advisable in the administration and conduct of the affairs of the Corporation. Such committees of the Board shall meet as necessary to accomplish their goals. Every Standing Committee shall have a Chairperson who is on the Board of Directors. Every committee, including Standing Committees, may have a Co-Chairperson who is or is not on the Board of Directors and shall have at least three (3) committee members. The Board is authorized in its discretion to approve reimbursement for travel and actual expenses necessarily incurred by members of committees in attending committee meetings and in performing other official duties as such. Except as otherwise provided in these bylaws or in the resolution creating the applicable committee, chairpersons and members of standing committees and the subcommittees shall be appointed annually by the President and approved by the Board of Directors. Any person, whether or not a Director of the Corporation, is eligible to serve as a committee member. Any person authorized by these Bylaws to appoint the chairperson and/or members of any committee may appoint himself or herself as chairperson and/or member. The chairperson of each committee shall determine the date and place of all committee meetings. Each committee may adopt its own rules of procedure not inconsistent with these bylaws.
Section 5.2 Limitation on Power of Committees. No such committee shall have any power or authority as to the following.
- the submission to the voting members of the Corporation of any action requiring approval of the members;
- the filling of vacancies in the Board of Directors;
- the adoption, amendment or repeal of the bylaws;
- the amendment or repeal of any resolution of the Board; or
- action on matters committed by the Bylaws or a resolution of the Board to another Committee of the Board.
Limitation of Personal Liability of Directors
Section 6.1 Limitation of Directors’ Personal Liability. A Director of the Corporation shall not be personally liable for monetary damages for any action taken unless the Director has breached or failed to perform the duties of his office under Chapter 57, Subchapter B of the NPCL as in effect at the time of the alleged action by such Director and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Such limitation on liability does not apply to the responsibility or liability of a Director pursuant to any criminal statute or for payment of taxes pursuant to any Federal, state or local law.
Section 6.2 Preservation of Rights. Any repeal or modification of this Article by the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification to which any Director or former Director may be entitled under this Article. The rights conferred by this Article shall continue as to any person who has ceased to be a Director of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE VII Indemnification
Section 7.1 Mandatory Indemnification of Directors and Officers. The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law (including but not limited to the indemnification provided by Chapter 57, Subchapter D of the NPCL), each Director and/or officer (including each former Director or officer) of the Corporation who was or is threatened to be made a party to or a witness in any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that the Director or officer is or was an authorized representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or not-forprofit, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Director or officer in connection with such action, suit or proceeding if such Director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 7.2 Mandatory Advancement of Expenses to Directors and Officers. The Corporation shall pay expenses (including attorneys’ fees) incurred by a Director or officer of the Corporation referred to in Section 7.1 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 7.1 hereof in advance of the final disposition of such action, suit or proceeding. The expenses incurred by such Director or officer shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such Director or officer to repay all amounts advanced if it shall ultimately be determined that the Director or officer is not entitled to be indemnified by the Corporation as provided in Section 7.4 hereof.
Section 7.3 Permissive Indemnification and Advancement of Expenses. The Corporation may, as determined by the Board of Directors from time to time, indemnify, in full or in part, to the fullest extent now or hereafter permitted by law, any person who was or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was an authorized representative of the Corporation or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, both as to action in his official capacity and as to action in another capacity while holding such office or position, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in conjunction with such action, suit or proceeding if such Director or officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Corporation may, as determined by the Board of Directors from time to time, pay expenses incurred by any such person by reason of such person’s participation in an action, suit or proceeding referred to in this Section 7.3 in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as provided in Section 7.4 hereof.
Section 7.4 Scope of Indemnification. Indemnification under this Article shall not be made by the Corporation in any case where a court determines that the alleged act or failure to act giving rise to the claim for indemnification is expressly prohibited by Chapter 57, Subchapter D of the NPCL or any successor statute as in effect at the time of such alleged action or failure to take action.
Section 7.5 Miscellaneous. Each Director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of members, disinterested Directors, statute or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. [Indemnification and advancement of expenses under this Article shall be provided whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Corporation.] Any repeal or modification of this Article by the members or the Board of Directors of the Corporation shall not adversely affect any right or protection existing at the time of such appeal or modification to which any person may be entitled under this Article.
Section 7.6 Definition of Authorized Representative. For the purposes of this Article, the term, “authorized representative” shall mean a director, officer or employee of the Corporation or of any corporation controlled by the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any corporation controlled by the Corporation, or person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation. The term “authorized representative” shall not include money managers or investment advisors (or any employees thereof) hired by the Corporation, and shall not include agents of the Corporation unless indemnification thereof is expressly approved by the Board of Directors.
Section 7.7 Procedure for Effecting Indemnification. Unless ordered by a court, any indemnification under this Article VII or the NPCL shall be made only following a determination that the indemnification is proper in the circumstances because the person seeking indemnification has met the applicable standard of conduct. Such determination shall be made
- by the Board of Directors by a majority vote of a quorum consisting of Directors who were not party to the action or proceeding; or
- if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion;
Restrictions Regarding the Operations of the Corporation; Administration of Funds
Section 8.1 No Private or Political Beneficiaries. In keeping with the statement of purpose of the Corporation as set forth in its Articles of Incorporation, no part of the earnings or assets of the Corporation shall inure to the benefit of any private individual, and no substantial part of the activities of the Corporation shall be used for lobbying and the Corporation shall not engage in any political campaign activities on behalf of or in opposition to any candidate for public office.
Section 8.2 No Violation of Purposes. In no event and under no circumstances shall the Board of Directors make any distribution or expenditure, engage in any activity, hold any assets, or enter into any transaction whatsoever the effect of which under applicable federal laws then in force will cause the Corporation to lose its status as an organization to which contributions are deductible in computing the net income of the contributor for purposes of federal income taxation.
Section 8.3 Tax Records. The Corporation shall maintain at its principal office a copy of its application for exemption and all tax returns filed with the Internal Revenue Service. To the extent required by law, such documents shall be made available during regular business hours for inspection by any person requesting to see them. The Corporation shall file all required registrations to solicit charitable contributions.
Section 8.4 Annual Report and Audit. The Treasurer shall submit annually to the Board of Directors a statement containing those details required to be included under the provisions of the NPCL, as it may be amended from time to time or any successor statute governing Pennsylvania nonprofit corporations or these Bylaws. The financial records of the Corporation shall be audited annually by a certified public accountant and a report presented at a meeting of the Board of Directors of the Corporation.
Section 8.5 Books and Records. This Corporation will keep correct and complete books and records of account and will also keep minutes of the proceedings of its members, Board of Directors and committees. The Corporation will keep at its registered office the original or a copy of its Bylaws including amendments to date, certified by the Secretary of the Corporation and an original or duplicate membership register, giving the names of the members and showing their respective addresses, and the class and other details of membership.
Section 8.6 Definition of Code. Unless the context requires otherwise, terms used in this Article VIII of these Bylaws shall have the meanings ascribed to them in the Code. References to the Code in this Article shall be deemed to extend to corresponding provisions of any subsequent United States tax laws. The provisions of this Article shall apply notwithstanding other provisions of these Bylaws, if any, which are inconsistent.
Section 9.1 Authority. These Bylaws may be altered, amended and/or repealed from time to time by the Board of Directors by the affirmative vote of a two-third (2/3) supermajority of the Directors entitled to vote provided.
Section 9.2 Notice. The Directors of the Corporation shall be given at least thirty (30) days’ prior written notice of any meeting of the Board of Directors at which proposed changes to the Bylaws of the Corporation are to be considered or acted upon. Such written notice shall include a copy of the proposed amendment or a summary of the changes to be effected thereby.
The Arc of Crawford County
222 Chestnut Street
Meadville, PA 16335
Phone: (814) 724-7346
Fax: (814) 724-7373
Hours of Operation
The Arc's regular business hours are:
Drop-In Center hours are: