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Approved and adopted on 06/21/2007

 

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CAMBRIA 9th PUBLIC SERVICE PROVIDERS BYLAWS & CONSTITUTION
( 06/21/2007)


ARTICLE I

Section 1. The name of this association shall be The Cambria 9th Public Service Providers also known as "C9PSP".

Section 2. The object of this association shall be to further the emergency services of the emergency service organizations (POLICE, FIRE and EMS) and to coordinate the said organizations in order that they may better serve their respective communities.

Section 3. That said association shall remain intact so long as there shall remain seven (7) members regardless of any vote that may be taken to disband the organization.

Section 4. Seven (7) active members shall constitute a quorum at any regular or special meeting.

Section 5. This association shall be non-partisan and free from religious prejudices, race, color or creed.


ARTICLE II Membership

Section 1. The membership of said association shall be unlimited.

Section 2. The membership shall be composed of active members of emergency service organizations (Police, Fire, EMS) that are located in the 9th Congressional District in Cambria County, State of Pennsylvania.

Section 3. The active members of said organizations may become members of The Cambria 9th Public Safety Providers and have the right to hold office or entertain business and discussion any of the C9PSP association meetings.

Section 4. Every person who shall be become in this association shall by his/her signature acknowledge this constitution and by-laws and is governed by same.


ARTICLE III Board of Directors

Section 1. Each Public Safety Provider organization shall appoint one member to serve of a member of the Board of Directors of the C9PSP

Section 2. The term of office of each board member will be indefinite, the term and length of appointment shall be set at the discretion of the public service agency.

Section 3. Each board of director shall have one vote on all matters of business of the organization.

Section 4. If a board member is unable to attend a meeting of the organization, a written proxy shall be presented, which was signed by the appointed board member, designated his desire to allow proxy voting any business conducted at the meeting.

Section 5. In case of a tie vote on any matter before the board of directors, the action being discussed will be tabled until the next meeting of the C9PSP at which the item will be addressed as old business and a new vote can be taken.


ARTICLE IV Meetings

Section 1. Meetings shall be conducted by the By-laws of aid association and shall be presided over by the President who shall take no part in the debate while he/she is presiding.

Section 2. The said association shall meet quarterly as determined by the board of directors.

Section 3. Specials meetings of the association shall be called by the President or at the written request of 5 (five) board members.

Section 4. Each board must receive notification of all meetings of the organization.

Section 5. Each member, when he/she speaks, shall rise in his/her place, state his/her name and the name of his/her organization respectfully, address the presiding officer, and when finished take his/her seat.

Section 6. When speaking he/she shall confine himself/herself to the questions of the debate.

Section 7. Any question coming before the association for which no provision has been made in the By-laws or constitution or rules, shall be decided by the presiding officer. According to ROBERTS RULES OF ORDER.

 

ARTICLE V Officers

Section 1. The officers of this association shall consist of: President, Vice-President, and Secretary/Treasurer.

Section 2. Any member can serve as an officer of the organization and that officer may or may not also be a board member.

Section 3. The term of office shall be one year and there are no term limits for each office.


ARTICLE VI Election of Officers

Section 1. Election to be held on the last regular meeting of the calendar year. The nominations shall be held directly before the elections at the same meeting.

Section 2. If the last regular meeting is cancelled for any reason, the nominations and election shall then be held at the next meeting of the organization.

Section 3. Installation of officers shall be held at the first regular meeting of the calendar year.

Section 4. Election shall be by printed ballots and shall contain the names of any and all candidate(s) and shall be furnished by the Secretary-Treasurer.

Section 5. Nominations for officers shall be closed by the President.

Section 6. Any vacancies in office will be filled at the next regular meeting of the organization. The nomination and election will be held at the same meeting.

Section 7. Each member of the association is entitled to one (1) vote for each of the officers up for election.


ARTICLE VII Duties of Officers

Section 1. Duties of the President shall be to preside at all meetings of the association and maintain order therein.

Section 2. He shall have full power to appoint committees for any length of time not to exceed his/her term of office.

Section 3. The Vice-President shall, in the absence of the President, perform all the duties of the office of the President.

Section 4. The duties of the Secretary-Treasurer shall be to keep a record of all proceedings of this association; and to keep a record of all moneys received and disbursed by him/her showing from what account collected and for what purpose expended.

a. He/she shall be responsible for the correspondence of the association. b. He/she shall call the roll of officers and board members. c. He/she shall keep a record of all the members present. d. He/she shall be the official clerk of all elections and shall record the ballots cast in the minutes of the association.


ARTICLE VIII Committees

Section 1. Membership Committee: This committee shall consist of all members of the association and shall aid in the securing of new members for the association.

Section 2. Publicity: This committee shall handle all publicity pertaining to the association.

Section 3. By-Laws: This committee shall receive all amendments to the By-Laws and shall examine same; and present same to the body for action. All amendments shall be submitted to this committee in writing and signed by three (3) members. Amendments must have two (2) readings. Voting on amendments will take place at the second meeting.

Section 4. Any other committees shall be appointed to serve for one (1) year, not to exceed the term of the President to whom they were appointed by.

Section 5. Auditing Committee: This committee shall be appointed by the President at the last regular meeting of the year.


ARTICLE IX FINANCE

Section 1. Fiscal Year. The fiscal year of the Alliance shall extend from January 1 of a given calendar to December 31 of the same calendar year.

Section 2. Execution of Documents. The President of the Association may sign and execute in the name of the Association all authorized deeds, mortgages, bonds, contracts, and other instruments provided such action has been previously approved by the Board of Directors.

Section 3. Instruments of Indebtedness. All checks, drafts, notes, and other obligations issued in the name of the Association shall be signed by any officer and the Treasurer. No part of the net earnings of the organization shall insure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purposes clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code; or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 4. Authority to Hold Property. The Board of Directors shall have the authority to serve as a Board of Trustees to administer, manage, and hold title in the name of the Alliance to real estate, securities, and trust funds. All monies received shall be distributed equally among the provider group or groups that the said funds were secured. Only those actually cost incurred in the procurement and distribution of those funds shall be used by this organization.

Section 5. Annual Financial Report. The Treasurer shall prepare annually a balance sheet and a financial statement of operations for the proceeding year. Such statements shall be provided to the membership at the Annual Meeting.

Section 6. Distribution. In the event of dissolution, either voluntary or involuntary, assets shall be used to pay debts and liabilities of the Corporation. Any remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.


ARTICLE X Order of Business

Section 1. a. Call the meeting to order. b. Salute to the flag. c. Reading of the minutes of prior meeting(s). d. Report of committees. e. Report of the Secretary/Treasurer. f. Reading of the bills. g. Reading of communications. h. Unfinished business. i. New business. j. Roll call of officers and board members k. Roll call of members l. Nomination of officers m. Good of the association n. Adjournment


ARTICLE XI Non-Discrimination Clause

The Cambria 9th Public Service Providers (C9PSP) is committed to the policy that all persons shall have equal access to programs, facilities, and admission without regard to personal characteristics not related to ability, performance, or qualifications as determined by the Alliances policy or by state or federal authorities. The C9PSP does not discriminate against any person because of age, ancestry, color, disability, or religion, sex, sex orientation, or veteran status.

The C9PSP is committed to affirmative action equal opportunity, and the diversity of its workforce.


ARTICLE XII Limitation of personal Liability, and Indemnification of Directors, Officers, and Members

Section 1. Limitation of Personal Liability of Directors, Officers and Members. A director, officer or member of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: he/she has breached or failed to perform the duties of his or her office as defined in Section 2 below; and the breach or failure to perform constitutes self dealing, willful misconduct or recklessness. The provisions of the Section shall not apply to (a) the responsibility or liability of a director, officer or member pursuant to any criminal statute; or (b) the liability of a director, officer or member for the payment of taxes pursuant to local, state, or federal law. This provision is intended to constitute bylaws authorized by the Nonprofit Corporation Code of 1988, 15 Pa. C.S. part 5713, as amended.

Section 2. Standard of Care and Justifiable Reliance. A director, officer or member of the corporation shall stand in a fiduciary relationship to the corporation, and shall perform his/her duties, including his/her duties as a member of any committee of the Board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties, a director, officer or member 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 the corporation whom he/she reasonably believes to be reliable and competent in the matters presented; Counsel, public accountants or other persons as to matters which he/she reasonably believes to be within the professional or expert competence of such person; A committee of the Board upon which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee he/she reasonably believes to merit confidence. A director, officer or member shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted. This provision is intended to constitute bylaws authorized by the Nonprofit Corporation Code of 1988, 15 Pa C.S. part 5712, as amended.

Section 3. Indemnification. The corporation shall indemnify directors, officers and members of the corporation who are declared a party to any suit or proceeding, regardless of nature, unless the act or failure to act shall be determined by a court to have constituted willful misconduct or recklessness.

Section 4. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, member, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any capacity or arising out of such person's status as such, whether or not the corporation would otherwise have the power to indemnify such person against such liability.

Section 5. Reliance on Provisions. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.


ARTICLE XIII Impeachment of Officers

Section 1. Any officer of the association for the abuse of his authority or misconduct in his/her office, or willful neglect of his/her duties, may be impeached therefore, and removed from office by a two-thirds (2/3) vote of the organizations.


ARTICLE XIV Amendments

Section 1. This constitution and by-laws may be amended, repealed, or altered, in whole or in part, by a majority vote of the board of directors at any meeting. All directors, whoever, shall have received written notice of any and all proposed changes to the by-laws at least two weeks prior to the date such changes are to be voted upon.


ARTICLE XV Conclusion

Section 1. This constitution and by-laws are hereby adopted and therefore this written constitution and by-laws shall be recognized as a constitution, and we shall be governed accordingly.



_________________________________ President

Attest: _______________________________ Secretary/Treasurer

Original By-Laws adopted this _21st_ day of __June__ 2007