BYLAWS OF THE CENTRAL PENNSYLVANIA OBSERVERS
Article I. NAME
The name of the Organization is Central Pennsylvania Observers, also referred to in these bylaws as the Organization or the CPO.
Article II. PURPOSE
Section 1. Nonprofit Purpose The CPO is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to Organizations that qualify as exempt Organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Specific Purpose The CPO provides educational opportunities in astronomy and related areas of science, and support of amateur-astronomer class observing opportunities, to any interested person. The specific objectives and purpose of this Organization shall be: a. to provide, to its members and to participants in the Organization’s activities, instruction and educational opportunities in astronomy and related science areas; b. to provide, to its members and participants in the Organization’s activities, opportunities to engage in recreational amateur astronomy; c. to sponsor, host, and/or participate in events and activities that promote amateur astronomy and related areas of science; d. to acquire and maintain equipment, property, and facilities for any of these purposes.
Article III. MEMBERSHIP
Section 1. Eligibility Membership is open to all natural persons who support the CPO’s purpose as stated in Article II.
Section 2. Categories of Membership There are three categories of membership: a. General Member: Individuals eighteen years or older who have completed an application form and are current in their dues. General Members have voting privileges. b. Family Member: spouse not a General Member, and minor children or wards, or minor siblings of General Members. Family Members do not have voting privileges. c. Honorary Member: Upon written recommendation to and approval of the Board of Directors, and a two-thirds vote at any regular membership meeting, a General Member who has contributed significantly to furthering the purposes of Central Pennsylvania Observers may be named an Honorary Member. Honorary Membership is conferred for the life of the Member. Honorary Members are entitled to all the privileges of Family Members, but are exempt from paying annual dues. Family Members or Honorary members who qualify to be General Members may become General Members with the voting privileges by paying annual dues.
Members with voting privileges are referred to, in these bylaws, as Voting Members.
Section 3. Annual Dues General Membership is contingent upon payment of annual dues. Annual dues cover a calendar year, referred to herein as a Membership Year. For continuing General Members, or persons renewing a lapsed General Membership, annual dues should be received by the Organization’s treasurer no later than the end of the first month of the membership year. For new General Members, dues shall be pro-rated by quarter, rounding up to the nearest dollar: i.e., individuals joining as General Members between • January 1 and March 31 shall pay the full annual dues; • April 1 and June 30 shall pay ¾ of the annual dues, rounded up to the nearest dollar; • July 1 to September 30 shall pay ½ of the annual dues, rounded up to the nearest dollar; • October 1 to December 31 shall pay ¼ of the annual dues, rounded up to the nearest dollar.
Section 4. Rights of Members All members may a. participate in Organization activities at a discount determined by the Board; b. borrow Organization owned equipment for any of the purposes described in Article II, Section 2; c. use Organization facilities for any of the purposes described in Article II, Section 2.
The Board may, by majority vote, specify and require member training before a member may borrow or use of any Organization equipment or facilities.
Section 5. Members to keep Organization informed of contact information Voting Members are responsible for keeping Central Pennsylvania Observers’ Secretary informed of current mail or electronic contact information for the delivery of official Organization notifications. Section 6. Forfeiture General Members who have not paid their annual dues within one month of the beginning of a membership year shall forfeit their membership. Persons whose membership is forfeit for nonpayment of dues may resume their membership by payment of their full annual dues. Dues owed by an individual resuming their membership are not pro-rated, except that the dues owed to resume membership shall never be greater than dues owed for the current membership year. Section 7. Terminated Membership Any person’s membership may be terminated upon recommendation of a majority of the full Board of Directors, and concurrence by a majority of Voting Members present at a regular Organization meeting. The current-year’s dues of a terminated member are forfeit to The Organization. Persons whose membership has been terminated may rejoin the Organization upon • approval by a majority of the Board of Directors, • approval by a majority of Voting Members present at a Regular Membership meeting, and • payment of the current-year annual dues. Dues owed by an individual rejoining the Organization following Termination are not pro-rated. Section 8. Non-voting Membership The Board of Directors shall have the authority to establish and define other non-voting categories of membership.
Article IV. OFFICERS
Section 1. Names of Officers The elected officers of Central Pennsylvania Observers shall be a President, a Vice-President, a Secretary, and a Treasurer. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Organization.
Section 2. Qualifications Any Voting Member may serve as an officer of the Organization, except no person shall be eligible to hold office who has not been a member for at least one year prior to their nomination. Officers who are General Members must remain current in their dues throughout their tenure. Any officer who falls more than one calendar month in arrears on their dues shall be considered to have resigned their office. Section 3. Election of Officers The Nominating Committee shall submit at the Annual Meeting the names of those persons nominated by the Committee for the respective offices of the Board of Directors. Nominations shall also be received from the floor after the report of the Nominating Committee. The election of officers from those nominated, shall be held at the Organization’s Annual Meeting. Every office shall be voted upon separately. A majority of Voting Members present and voting is required to elect an officer. If no candidate receives a majority of the ballots cast, the top two candidates shall face each other in a run-off. In the event of a tie the winner shall be chosen by a coin toss carried-out immediately by the Nominating Committee Chair. The elected officers shall, upon election, immediately assume their duties and shall continue in office until their successors shall be duly elected and qualified. Officers shall be eligible to succeed themselves in their respective offices.
Article V. DUTIES OF OFFICERS
Section 1. President The President shall a. Be the principal executive officer of, and the official spokesperson for, the Central Pennsylvania Observers. b. Preside at all membership meetings and meetings of the Board of Directors. c. Except as otherwise provided, appoint all committees and committee chairpersons with the approval of the Board of Directors. d. Be an ex officio, nonvoting member of all committees except the Nominating Committee. e. Have all other power and duties usually vested in the office of the President.
Section 2. Vice-President The Vice-President shall a. Assist the President in the President’s duties, and b. Assume the duties of the President in the absence of the President.
c. Perform other such duties as may, from time to time, be determined by the Board of Directors or the President.
Section 3. Secretary The Secretary shall a. Serve as the custodian of all Central Pennsylvania Observers records, except those specifically assigned to others; b. Arrange, in concert with the President, all meetings of the Board of Directors, all Regular Membership Meetings, and all Membership Annual Meetings; c. Attend all meetings of the Board, and all membership meetings, and act as clerk thereof. d. Record all votes and minutes of all Central Pennsylvania Observers’, and its Board of Directors’, proceedings in a book to be kept for that purpose; Send notices of all meetings to the members of the Board of Directors or Central Pennsylvania Observers, as appropriate; e. Prepare and distribute, in a timely manner, minutes of all Board Meeting to all Board members; f. Prepare and distribute, in a timely manner, minutes of all meetings of the CPO membership to all CPO General Members; g. Perform all official correspondence from the Board of Directors as may be prescribed by the Board of Directors or the President; h. Perform such other duties as may be prescribed by the Board of Directors or the President.
Section 4. Treasurer The Treasurer shall a. Have custody of all Central Pennsylvania Observers funds, have deposited them in a bank or banks approved by the Board, and make disbursements as directed by the Board of Directors; b. Prepare and submit, as required by law, all Organization financial reports required by local, state, and federal authorities; c. Report, at each regular meeting of the Board of Directors, on the current finances of the Organization; d. Prepare and present a complete and accurate report of the Central Pennsylvania Observers’ finances, including receipts and disbursements for the year, at the Annual Membership Meeting, and at any other time and place upon request of the Board of Directors; e. Maintain and provide the Secretary a list of all Central Pennsylvania Observers General Members current in their dues; f. Notify all General Members of their required dues no more than one month, and no less than fifteen days, before the end of the membership year; g. Notify, within fifteen days of forfeiture, all persons whose membership is forfeit for nonpayment of dues;
h. Perform such other duties as may be prescribed by the Board of Directors or the President.
Section 5. Forfeiture of Office Any officer who fails to fulfill any of the requirements as set forth in this Article shall automatically forfeit his or her office and seat on the Board. The Secretary, or President, shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Section 6. Turning over records of the office The officers shall turn over all records and correspondence pertaining to the offices to their successors within fifteen days after their terms of office expire. Any officer who resigns, forfeits, or is removed from office, shall turn over all records for the office to the President within fifteen days of resignation, forfeiture, or removal.
Article VI. MEMBERSHIP MEETINGS
Section 1. Regular Meetings Regular meetings of the members shall be held monthly, except for the month of July, at the time and place designated in the Organization’s Special Orders, except that the President may, with concurrence of the Board of Directors, specify a different time and location for a specific regular meeting.
Section 2. Annual Meeting The regular meeting of the month of November is designated the Organization’s Annual Meeting. At the Annual Meeting, members present shall receive the Finance Committee report and budget as approved by the Board of Directors, receive reports on Organization activities, elect Organization officers, and determine the direction of the Organization for the coming year. The order of business of the Annual Meeting shall be determined by the President, except that the report of the Finance and other committees shall precede the election of officers.
Section 3. Special Meetings Special meetings may be called by the President, or a simple majority of the Board of Directors, or by petition signed by five percent of the total of Voting Members. For the purpose of this section • A petition shall consist of a statement, in either or both paper or electronic form, calling for the meeting and giving the purpose of the meeting.
• A Voting Member signature shall consist of a clear affirmation, in either paper or electronic form, of the text of the petition.
Section 4. Notice of Meetings The schedule of regular meetings shall be specified in the Special Orders. The President shall have the power to cancel and reschedule a regular meeting. The President or Secretary shall provide all Voting Members e-mail notice of a regular meeting cancellation one week prior to the meeting, or as soon as possible if the cancellation takes place less than a week prior to the meeting. Notice of the time and place of the rescheduled meeting shall be provided to all Voting Members by e-mail no less than one-week prior to date of the rescheduled meeting. The person or persons authorized to call special meetings of the Membership may fix any time and location, as the time and place for holding any special meeting of the Membership called by them. The time and location of the special meeting, and an agenda specifying the business to be transacted, shall be provided to all Voting Members no later than two weeks prior to the Special Meeting.
Section 5. Quorum A quorum for a binding vote at a regular or special meeting shall consist of Voting Members equal to at least twenty percent of the number of current General Members.
Section 6. Voting All issues to be voted on shall be decided by a simple majority of Voting Members present at the meeting in which the vote takes place.
Section 7. Parliamentary Procedure Any question concerning parliamentary procedure at meetings shall be determined by the presiding officer by reference to Robert’s Rules of Order.
Article VII. BOARD OF DIRECTORS
Section 1. General Powers The Board of Directors is responsible for the overall policy, direction, and management of the Organization. Only the Board of Directors may act in the Organizations name or otherwise commit or contract for the Organization.
Section 2. Composition and At-Large Directors The Board of Directors shall consist of the four Organization Officers, specified in Article V and no less than one and no more than five At-Large Directors. The number of At-Large Directors shall be fixed from time-to-time by the Board of Directors. Changes in the number of At-Large Directors shall not become effective until the election of new Officers at the Organization’s next Annual Membership Meeting. At-Large Directors shall be chosen by the President in consultation with the Vice-President, Secretary, and Treasurer.
Section 3. Tenure The Board of Directors is reconstituted every year immediately following the election of the Organization’s officers. Each new Board of Directors immediately enters upon the performance of its duties and its members shall continue in office until their successors shall be duly chosen.
Section 4. Requirements and Qualifications Only Voting Members may serve on the Board of Directors. All Directors must remain current in their dues throughout their tenure. Any Board Member who falls more than one calendar month in arrears on their dues shall be considered to have resigned their office. Board Members shall attend Board meetings. Any member of the Board who fails to attend two consecutive regular board meetings without an excuse acceptable to the Board shall be considered to have resigned. No two members of Central Pennsylvania Observers related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
Section 5. Appointment of At-Large Directors The first order of business for new officers elected at the Annual Meeting is the selection of the At-Large Directors. Only after all At-Large Directors have been appointed may the board transact other business.
Section 6. Regular Board Meetings Regular Meetings of the Board shall be held six times per year, except that the President may, in consultation with the Board, cancel any Board meeting. The Board of Directors may provide by resolution the time and place for the holding of Regular Board Meetings; otherwise, the President shall set the time and place of the meetings. The Secretary shall send notice of all Regular Meetings to all members of the Board of Directors no less than ten days prior to the meeting date.
Section 7. Finance Meeting The Finance Meeting shall be held annually in the month of October at a time and place determined by the Board. The purpose of the Finance Meeting is to hear the Finance
Committee’s Annual Report and approve the budget for the Organization’s next fiscal year. A copy of the Finance Committee’s Annual Report shall be provided to each Director no less than ten days in advance of the Finance Meeting. The Finance Meeting may take the place of a Regular Board Meeting. The Secretary shall send notice of the Finance Meeting to each Director no less than ten days prior to the meeting date.
Section 8. Special Board Meetings A Special Meeting of the Board may be called by or at the request of the President or any two members of the Board. The person or persons authorized to call a Special Meeting of the Board of Directors may fix any location as the place for holding the Special Meeting called by them. The person or persons authorized to call a Special Meeting are responsible for sending notice of the Special Meeting to all Board Members. No action may be taken in a Special Meeting that was not specifically included in meeting notice.
Section 9. Notice of Special Meetings Notice of a Special Meeting of the Board of Directors shall be given no less than two days in advance of the meeting. Notice may be given by telephone, e-mail, or other electronic method, or by written notice. Notice of a Special Meeting shall include the purpose for which the Special Meeting is being called, and explicitly identify every issue the Special Meeting will address.
Section 10. Waiving Notice Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws. A Director may waive notice of any meeting by e-mail or written notice to the Organization’s Secretary.
Section 11. Quorum The presence in person of a majority of current members of the Board shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. Board Members may attend a meeting either electronically or by telephone, except that members attending the meeting electronically or by telephone shall not count toward the quorum.
The act of a majority of Directors present, whether in person, electronically, or by telephone, at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 12. Parliamentary Procedure Any question concerning parliamentary procedure at board meetings shall be determined by the presiding officer by reference to the current edition of Robert’s Rules of Order Newly Revised.
Section 13. Informal Action by Directors Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds of all of the Directors following notice of the intended action to all members of the Board of Directors. For the purpose of this section, “in writing” shall include paper or e-mail notification. For the purpose of this section, “signed” shall include a signature, by a Board member, on a paper stating the intended action; or an e-mail including the intended action and stating the Board member’s consent.
Section 14. Confidentiality Directors shall not discuss or disclose information about the Organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the purposes of the Organization, or can reasonably be expected to benefit the Organization. Directors shall use discretion and good business judgment in discussing the affairs of the Organization with third parties. Without limiting the foregoing, Directors may discuss upcoming activities and the purposes and functions of the Organization, including but not limited to accounts on deposit in financial institutions.
Section 15. Compensation Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 16. Removal Any member of the Board of Directors may be removed from the Board with or without cause, at any time, by vote of three-quarters of the members of the Board of Directors if, in their judgment, the best interest of The Central Pennsylvania Observers would be served thereby. Each member of the Board of Directors shall be notified in writing of the proposed removal at least ten (10) days in advance of the proposed action. No member of the Board of Directors shall be removed without an opportunity to be heard at the Board Meeting where the expulsion motion shall be presented. Notice of such motions shall be given to the affected member, in writing, no less than twenty (20) days prior to the meeting at which the expulsion motion shall be presented. Notice shall include the reasons of the Board of Directors for such expulsion. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Section 17. Vacancies Whenever any vacancy occurs among the members of the Board of Directors, whether by forfeiture or removal, it shall be filled without undue delay by a majority vote of the remaining members of the Board at a Regular Meeting of the Board, or at a Special Meeting called for that purpose, except in case of a vacancy in the office of President, the Vice-President shall become President and a new Vice-President shall be chosen by the Board to serve the remainder of the unexpired term.
Article VIII. COMMITTEES
Section 1. Committee Formation The Board may create standing or ad hoc committees as needed. The President appoints all committee members and chairs, with the approval of the Board, except as provided in these bylaws.
Section 2. Finance Committee The Finance Committee is a standing committee. The Treasurer is the chair of the Finance Committee, which includes three additional Voting Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with other Board members. The Finance Committee shall present an Annual Report to the Board at the Board’s Finance Meeting. The Annual Report shall include a summary of all revenue, expenditures, assets, and liabilities, categorized by source or kind, for the current fiscal year. The Report shall include a projection of revenues and expenditures, and a proposed Organization budget, for the next fiscal year. The proposed expenditures must be within the budget and the budget’s expenditures must not exceed the Organization’s cash assets plus projected revenues. As provided by law, the financial records of the Organization are public information and shall be made available to the membership, board members, and the public.
Section 3. Nominating Committee The Nominating Committee is a standing committee. The Nominating Committee is responsible for soliciting candidates for all elected offices, and securing the agreement to serve of at least one nominee for all elected offices. The Nominating Committee Chair is responsible for chairing the annual membership meeting during elections.
Article IX. FINANCES
Section 1. Fiscal Year The Organizations Fiscal Year shall run from January 1 to December 31.
Section 2. Organization Revenue The CPO’s revenue shall be derived from the collection of dues, donations, sales of publications, activity fees, and such additional functions as the Board may authorize.
Section 3. Changing Annual Dues Annual dues may be changed upon recommendation of the Board of Directors and a two-thirds vote of the membership at any regular meeting.
Section 4. Annual Budget The Board shall adopt, at its Finance Meeting, a budget for its next fiscal year. The Board may amend its annual budget by an affirmative vote of a majority of Directors, except that no budget may be approved whose expenditures exceed the Organization’s cash assets plus projected revenues.
Section 5. Disbursements The Treasurer shall only disburse Organization funds as authorized by the Board, or the Boardapproved annual budget. No disbursements shall be made in excess of the annual budget approved by the Board.
Article X. CONFLICT OF INTEREST AND COMPENSATION
Section 1. Purpose The purpose of the conflict of interest policy is to protect the tax-exempt status of this Organization’s (Central Pennsylvania Observers) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization, or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Organizations.
Section 2. Definitions a. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, 2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 2, paragraph b of this Article, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. c. Procedures for Addressing the Conflict of Interest 1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. d. Violations of the Conflicts of Interest Policy 1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its taxexempt purposes.
Section 7. Periodic Reviews To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. b. Whether partnerships, joint ventures, and arrangements with management Organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article XI. INDEMNIFICATION
Section 1. General The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Section 2. Insurance The Organization may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Organization would have the power or obligation to indemnify such person against such liability under this Article. Article XII. PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert’s Rules of Order Newly Revised, shall govern the Organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Organization may adopt.
Article XIII. AMENDMENTS
Section 1. Articles of Incorporation The Articles of Incorporation may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Board member at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail, or at least five days if delivered by mail. Any amendment to the Articles of Incorporation shall require the affirmative vote of all Directors then in office. Amendments to the Articles of Incorporation shall become effective upon adoption unless otherwise specified in the amendment(s).
Section 2. Bylaws The Board of Directors and the Organization’s membership may amend these bylaws. An amendment to these bylaws requires a recommendation by the Board of Directors to the CPO’s Membership, and a vote in favor of the recommendation by 2/3 of CPO Voting Members, present and voting, at a Regular Membership Meeting. For the purposes of this Section, a recommendation by the Board of Directors requires • Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director in the manner provided for the giving of notice of regular meetings of directors; and • A majority vote of Directors then in office, except that Article XI may be amended only if the additional requirements stated in that article are also met. Amendments to the bylaws shall become effective upon adoption unless otherwise specified in the amendment(s). Article XIV. DISSOLUTION In the event of the dissolution of Central Pennsylvania Observers, any remaining assets shall be distributed in accordance with the not-for-profit statutes of the Commonwealth of Pennsylvania, to another Organization of similar purpose or to a charitable Organization, provided the Organization is exempt under the current version of Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future tax code.