GPCCD By-Laws

PAD-GREATER PITTSBURGH COMMUNITY CENTER FOR THE DEAF, INC.

CONSTITUTION AND BYLAWS

Revised 2006

Article I

Name

The name of this corporation shall be PAD-Greater Pittsburgh Community Center for the Deaf, Incorporated. (hereinafter referred to as the “Corporation”). The registered office and principal place of business of the Corporation in the Commonwealth of Pennsylvania shall be at 1854 Forbes Avenue, Pittsburgh, Pennsylvania, 15219.

Article II

Purpose

Section 1.         The purpose or purposes for which the Corporation is formed are as follows:

  1. To promote social, cultural and athletic activities among deaf individuals.
  2. To promote civic and educational programs on behalf of deaf individuals.
  3. To provide appropriate referral services so that deaf individuals may benefit from existing programs, and to work toward attaining those that do not exist.
  4. To Encourage amateur athletic team competitions on local, statewide, regional, national, and international levels in order to promote sports interests and skills among Deaf individuals.
  5. To engage in any lawful act or activity for which non-profit corporations may be organized under the Pennsylvania Corporations and Unincorporated Associations Act (the Corporation Act).
  6. To engage in any business, allied or kindred or associated with any of the principal objects of the Corporation.
  7. To do any and all of the things herein set forth to the same extent as natural persons might or could do and in any part of the world, as principals, agents, contractors, trustees, or otherwise, and either alone or in company with other.
  8. The aforegoing enumeration of the purposes, power, objects, and business of the Corporation is made in furtherance, and not in limitation, of the powers conferred upon the Corporation by the laws of the State of Pennsylvania, and the mention of any particular purpose, power, object or business is not intended in any manner to limit or restrict any of the purposes, powers, objects or business of the Corporation. The Corporation is formed upon the articles conditions and provisions herein expressed, and subject in all particulars to the limitations relative to corporations which are contained in the General Laws of the State of Pennsylvania.
  9. In general, to have and exercise any and all powers conferred upon corporations by the provisions of the Code.

Article III

Membership

Section 1.         The membership of this Corporation shall be divided into the following classifications:

  1. Regular Member –
  2. Any member who is a Member of the Pittsburgh Association of the Deaf, Inc. may automatically become a Regular Member. Each Regular Member shall be entitled to vote on all matters which may properly come before the membership of this Corporation.
  • Associate Member-
  • Any non-deaf person, who is an Associate Member of the Pittsburgh Association of the Deaf, Inc. desiring to participate in and/or support the corporation’s objectives.
  • Any firm, corporation or other entity interested in the activities of this Corporation.

Section 2.          

  1. Associated Members shall not have any voting rights and shall not be permitted to hold office, but may participate in committee work and all other Corporation activities.
  • All members, regardless of membership classification, shall agree to be bound by these By-Laws, including and amendments thereto.

Section 3.         Membership in the Corporation shall not be assigned by operation of law or otherwise, without the prior written consent of a majority of the Board of Directors, any attempts to assign said membership without such prior written consent shall be null and avoid and of no effect and shall result in automatic termination of membership by reason of any attempted assignment, resignation, or by operation of law, all fees paid in shall automatically become to property of the Corporation, and said member shall have no interest whatsoever of any kind in said Corporation.

Section 4.         In the election Officers and Directors and the transaction of such other business as may come before the Regular Members of this Corporation, each Regular Member shall be entitled ot one vote.

Article IV

General Membership Meetings

Section 1.         The annual meeting of the members shall be held by the corporation during the month of October for the purpose of electing Directors, and for the transaction of any business as may properly come before the meeting. There shall also be a meeting of the Bord of Directors during the months of April, July, and January for the transaction of any business as may properly come before the meeting, except for the purpose of electing Directors. All meetings are to be held at this address: 1854 Forbes Avenue, Pittsburgh, Pennsylvania 15219.

Section 2.         Special meetings of the members may be called at any time by the President or by resolution of the Board of Directors, eligible to vote. Each call for a special meeting shall state the time, place, and matters stated in the call shall be considered by the Board of Directors eligible to vote are present and unanimously consent to the consideration of matters not specified in the call. All calls made by other than resolution of the Board of Directors shall be in writing, signed by the person or person making the call, and shall be directed to the Recording Secretary of this Corporation. The Recording Secretary of this Corporation shall then give written notice to the Board of Directors at their last known address as shown on the records of this Corporation.

Section 3.         Notices of meetings shall be given by the Recording Secretary in writing, mailed at least ten (10) days before the date of the meeting. A statement of the written notice given by the Recording Secretary shall be entered in the minutes of the following meeting; and the said minutes upon being read and approved at the next subsequent meeting of the membership shall be conclusive of the question of service.

Section 4.         A quorum of at least 5 members is required of all business transactions at all regular and special meetings of this Corporation. A majority vote of those members present and assembled and eligible to vote of those members present and assembled and eligible to vote as set forth in this section shall constitute an official and valid act of said membership of the Corporation.

Article V

Officers

Section 1.         The Officers of this Corporation shall be a President, Vice-President, Secretary, Treasurer, Assistant Treasurer and 3 Directors. The Directors can fill the vacant offices from the Board until the successors are elected.

Section 2.         Officers shall serve two (2) years terms and shall be limited to four consecutive terms in the same position. Elections for the President, Vice President, Secretary, Treasurer, Assistant Treasurer and 3 Directors shall take place. The officers serve until their successors are elected and duty qualified or until their earlier resignation, removal from office or death.

Section 3.         No one shall permitted to hold more than one office simultaneously at any particular time.

Section 4.         Any member of the Board of Directors, including the office, may resign by written notice to the Corporation effective upon receipt or at a subsequent time set forth in the notice of resignation.

Article IV

Officers: Duties and Powers

Section 1.         The President shall preside over all meetings of the Corporation and the Board of Directors, and generally perform all duties incidental to the office of the President and that of Director.

Section 2.         In the absence of the President the Vice-President shall preside, and if the Vice-President for any cause shall be unable to act, the Board of Directors shall appoint a president pro tempore from the Board of Directors to preside, in whom shall be vested for the time being the duties and functions of the President’s office.

Section 3.        

  1. The secretary shall: (a) keep the minutes of all meetings of the Corporation in one or more books provided for that purpose; (b) see that all notices are duty given in accordance with the provisions of the By-Laws or as required by law; (c) in general perform all duties incident to the office of Secretary and other such duties as from time to time may be assigned by the President or by the Board of Directors, (d) be custodian of the corporate records and of the seal of the Corporation; (e) keep a register of the post office address of each Regular and Associate member which shall be furnished to the Secretary and other such duties as from time to time may be assigned by the President or by the Board of Directors.

Section 4.

  1. The Treasurer shall receive and keep in his/her custody all funds and records of the Corporation. He/She shall give a bond in such sum as shall be fixed from time to time by the Board of Directors; said bond premium to be an expense of the Corporation. The Treasurer shall have the power of signing checks, making deposits, etc.
  2. In the absence of the Treasurer, the Assistant Treasurer shall overlook the duties of the Treasurer.
  3. Both the Treasurer and Assistant Treasurer shall have their signatures at a bank; with understand that one of the signatures is sufficient enough, for any bank transactions.

Section 5.         Any two of Directors shall act as a Trustee, and make sure that all Treasurers’ books are kept in good order. Otherwise, one of the Director shall report such discrepancies at a regular meeting.

Section 6.         The Directors may prescribe additional duties to certain officers whenever deemed so.

Article VII

Board of Directors

Section 1.         The governing authority of the Corporation shall be vested in a Board of Directors, nine (9) in numbers; all of them shall be Board of Directors of this Corporation. A simple majority of said Board of Directors shall constitute a quorum for the transaction of all business, and the action of a majority of the Directors present at any meeting, when duty assembled, is valid as a corporate act. The Board of Directors shall include at all times the President, Vice-President, Secretary, Treasurer, Assistant Treasurer and 4 Directors.

Section 2.         Vacancies in the Board of Directors, when they do not exceed two (2) vacancies at any one time, shall be filled by the remaining members of the Board of Directors. The majority vote of the Board of Directors shall be sufficient to appoint a new member to the Board of Directors to fill out any unexpired term of office. In the event more than two (2) vacancies occurs at any one time on the Board of Directors, then the right to elect new Members to fill such vacancies are specifically reserved to the Members eligible to vote. An election shall be held a regular or special meeting of the membership for the purpose of electing Directors to fill said vacancies. Said elections shall be held within thirty (30) days after said vacancies occur.

Section 3.         The first regular meeting of the Board of Directors during its term shall be held immediately after the annual election meeting, the Board of Directors shall hold no less than three (3) additional meetings at such intervals as the Board of Directors may determine.

Section 4.         The President or two of the Directors may call a special meeting of the Board of Directors at any time and notice shall be given of such called meetings in writing at least forty-eight (48) hours before the time for such meeting. Such service of notice shall be entered in the minutes of the Corporation; and the said minutes, upon being read and approved at the next subsequent meeting of the Board of Directors shall be conclusive as to the question of service. In addition, a special meeting of the Board of Directors may be held at any time or place when two-thirds (2/3) of all Directors are present or execute a waiver of notice of such meeting.

Section 5.         Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a written consent to such action is signed by 1/3 members of the Board of Directors and such written consent is filed with the minutes of proceedings of the Board of Directors.

Section 6.         Any and all charges made against a Board of Directors or against any member of the Board of Directors, or any Officer, shall be brought before a membership meeting, and in the event that charges furnishing cause for removal are proved, the members present who are eligible to vote shall have power by a two-thirds (2/3) vote to remove said Board of Directors or Director or Officer. The new Directors can be elected at the same meeting at which the old Directors are removed.

Article VIII

Board of Directors: Duties

Section 1.         The Board of Directors shall make rules and regulations governing the conduct of this Corporation consistent with the provisions by these By-Laws, the By-Laws of Pittsburgh Association of the Deaf, Inc., and the laws of the State of Pennsylvania.

Section 2.         The Board of Directors shall collect or cause to be collected all fees, assessments, forfeitures, or monies due from the members of this Corporation.

Section 3.         The Board of Directors shall elect or appoint all necessary committees, agents, or employees, and fix the compensation to be paid to them, if any: enter into all contracts and leases, if any: and generally, to exercise all the business functions of the Corporation. The Board of Directors shall receive no salary, but may receive reimbursement of their expenses incurred in such sum as shall hereafter be fixed by the Board of Directors.  

Section 4.         Any member of the Board of Directors who shall be absent from more than two (2) consecutive meetings of the Board of Directors, unless excused by the President, shall be removed from the Board of Directors.

Section 5.         A copy of the original By-Laws of this Corporation shall be kept on file to be available in the office of the Corporation. Any and all changes made in the By-Laws must be noted therein along with the date of the meeting at which such changes are made.

Section 6.         The Board of Directors shall institute and maintain the following standing Committees: (i) Social/Athletic/Cultural; (ii) Educational; (iii) Public Relations/Referral Services; and (iv) Financial.

Section 7.         The Board of Directors shall appoint one of Board of Directors to meet in July of 2nd year for the purpose of nominating Board of Directors and a Board of Directors at the October Membership meeting.

Article IX

Parliamentary Rules

Section 1.         The rules contained in Roberts’s Rules of Order, Newly Revised shall govern this Corporation in causes in which they are applicable and in which they are not inconsistent with these By-Laws.

Section 2.         The usual order of Business governing any regular meeting of either the Corporation membership or the Board of Directors shall be as follows:

Call to order

Approval of Minutes

Officer Reports

Committee Reports

Communications

Old Business

New Business

Elections (when held)

Announcements (Welfare)

Adjournment

Article X

Indemnity

Section 1.

  1. To the maximum extent permitted by the laws of the State of Pennsylvania in effect from time to time, and subject to compliance with any procedures and other requirements prescribed by said laws, any person who is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she (i) is or was a Director or Officer of the Corporation or of a predecessor of the Corporation, or (ii) is or was a Director or Officer of the Corporation or of a predecessor of the Corporation and is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, shall be indemnified by the Corporation against judgments, penalties, fines, settlements and reasonable expenses, including attorney’s fees, actually and necessarily incurred by him/her in connection with any appeal therein (which reasonable expenses may be paid or reimbursed in advance of final disposition of any such suit, action or proceeding).
  2. To the extent permitted by the laws of the State of Pennsylvania in effect from time to time, the Corporation, or a subsidiary or an affiliate of the Corporation, may (but need not) purchase and maintain insurance or similar protection, including, but not limited to, a trust fund, letter of credit or surety bond, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the Corporation would have the power to indemnify against liability under the provisions of this Article.
  3. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the By-Laws or Charter of the Corporation inconsistent with this Article, shall apply to or affect in any respect the applicability of this Article with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
  4. The foregoing right of indemnification and advancement of expenses shall not be deemed exclusive of any other rights of which any officer, Director, employee or agent of the Corporation may be entitled apart from the provisions of this Article.
  5. Indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have consulted willful misconduct or recklessness.

Section 2.         Advancing Expenses Subject to the limitations set forth in this Article, the Corporation shall pay the expenses (including the attorney’s fees and disbursements) incurred in good faith by a person being indemnified under this Article in advance of the final disposition of an action or proceeding upon receipt of any undertaking by or on behalf of the representative to repay all amounts so advanced if and to the extent it is ultimately determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article or otherwise.

Article XI

Indebtedness

Section 1.         The Officers shall have no power to borrow money on behalf of the Corporation unless the same shall be approved and authorized by the Board of Directors, and duly recorded in the minutes.

Article XII

Members: Voting and Interest

Section 1.         The voting power and interest of the Board of Directors in this Corporation shall be equal.

Section 2.         No member of this Corporation shall have any right, title or interest whatsoever in or to any property or assets which the Corporation may have or hereafter acquire. In the event of or upon the dissolution or winding up of this Corporation, the Directors or persons in charge of the liquidation shall distribute any assets remaining after payment or the discharge of all the Corporation’s duties or obligations to some other nonprofit organization similar in nature, if possible, then in existence and in accordance with the law.

Article XIII

Members: Duties

Section 1. Each Board of Directors and members shall abide by the rules, regulations, By-Laws and code of ethics of the Corporation and Pittsburgh Association of the Deaf, Inc., now in effect or which may hereafter be adopted.

Section 2.         Each Board of Director member shall at all times work for the best interests of the Corporation and, more particularly, to the end that the Corporation is maintained at a high level of efficiency and integrity. Each member shall take such action as he/she deems reasonable and expedient to aid and assist other members in their pursuit of this end.

Section 3.         If any Board of Directors member observes an infraction by any other member of this provisions of these By-Laws, it shall be his/her duty and right to file a complaint concerning that same with the Board of Directors; the Board of Directors shall then, within a reasonable time after the filing of such complaint, hold a hearing to determine whether or not there has been an infraction; at such hearing all interested parties shall be present upon their being given reasonable notice of the same and shall be given complete and full opportunity to be heard concerning the matter; after due deliberation, the Board of Directors at a duly called meeting may take whatever action is deemed appropriate concerning the matter pursuant to said By-Laws, and said Board shall advise all interested parties of its determination, and/or refer the matter to the Pittsburgh Association of the Deaf, Inc.

Article XIV

Members: Assessments

Section 1.         Special assessments to be levied on the members may be made if approved at a special meeting duly called for that purpose, but only if such approval is by an affirmative vote of a majority of the members present who are eligible to vote.

Article XV

Members: Seal

Section 1.         This Corporation shall have a common seal, bearing the words: PAD – Greater Pittsburgh Community Center for the Deaf, Inc.

Section 2.         Said seal may be used by causing it or a facsimile thereof, to be impressed or affixed or in any manner reproduced.

Article XVI

Corporate Records

Section 1.         Required Records          The Corporation shall keep complete and accurate books and records of account, minutes of the proceedings of the incorporators, Members and Directors and a register giving the names and addresses of all Members and the number and class of shares held by each. The register shall be kept at either the registered office of the Corporation in Pennsylvania or at its principal place of business wherever situated or at the office at its registrar or transfer agent. Any books, minutes or other records may be in written form or any other form capable of being converted into written form within a reasonable time.

Section 2.         Right of Inspection       Every Board of Directors Member shall, upon written verified demand stating the purpose thereof, have a right to examine, in person, or by agent or attorney, during the usual hours for business for any proper purpose, the register, books and records of accounts, and records of the proceedings of the incorporators, Members and Directors and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonable related to the interest of the person as a Member. In every instance where an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or other agent to so act on behalf of the Member. The demand shall be directed to the Corporation at its registered office in Pennsylvania, or at its principal place of business wherever situated.

Article XVII

Amendments

Section 1.         These By-Laws may be amended or repealed or new By-Laws may be adopted at any regular or special meeting of the members, provided the proposed revisions have been posted for at least thirty (30) days in a conspicuous location accessible to members. They shall be amended by a two-thirds (2/3) vote of the members present at such meeting and eligible to vote.

Section 2.         Whenever any amendments or new By-Laws are adopted they must be copied into the book of the original By-Laws. If any By-Laws are repealed or amended, the fact of repeal or amendment with the date of the meeting at which the repeal or amendment was enacted must be stated in said book. Said By-Laws may be amended or repealed by the membership as set forth hereinafter without first being presented to the Board of Directors. Any change in these By-Laws shall take effect when adopted unless otherwise provided in the resolution effecting the change.