Bylaws of the Westmoreland Bar Foundation

 

  

Bylaws of the
Westmoreland Bar Foundation

            I, the undersigned, do hereby certify that the following is a true and exact copy of the Bylaws of Westmoreland Bar Foundation, a non-profit corporation, existing under the laws of the Commonwealth of Pennsylvania, as adopted by the incorporators, Board of Directors, and Members.

 

            Adopted June 25, 1991.

            Revised October 26th, 1995.

            Revised April 6, 1998

            Revised April 5, 1999

            February 18, 2005

            January 22, 2009

            April 4, 2011

            Revised October 28, 2024

 

Alahna O’Brien, Secretary/Executive Director
Westmoreland Bar Foundation

 

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BYLAWS
OF
WESTMORELAND BAR FOUNDATION

 

1. NAME

            1.1  The name of this nonprofit corporation shall be "Westmoreland Bar Foundation", herein the "Foundation".

            1.2  The Foundation may, upon the recommendation of its Board of Trustees, by proper resolution passed by a majority of the Trustees present at any regular or special meeting, change its corporate name.

 

2. SEAL

            2.1  The seal of the Foundation shall have inscribed thereon its name, the year of its incorporation and the words "Corporate Seal, Pennsylvania" in the form impressed on the margin of this section of the Bylaws.

 

3. FOUNDATION OFFICE 

            3.1  The registered office of the Foundation shall be 100 North Maple Avenue,  Greensburg, Pennsylvania until changed by appropriate action of the Board of Trustees at any meeting thereof.

            3.2  The Foundation shall maintain offices at other such places in Westmoreland County, Pennsylvania as the Board of Trustees may from time to time designate or the purpose of the Foundation may require.

 

4. PURPOSES AND OBJECTIVES

            4.1  The purposes of the Foundation shall be as follows:

                         (a)  To cultivate jurisprudence, improve the legal and judicial system, facilitate the administration of justice, elevate the standard of integrity, honor, courtesy and skill in the legal profession, and encourage camaraderie among the members thereof;

                        (b)  To promote education generally, including the cultivation of law-related education in the public schools of Westmoreland County, the granting of scholarships, and advancement of continuing legal education;

                        (c)  To solicit, accept, receive and hold title to any and all funds and property, real and personal, wheresoever situated, whether by purchase, gift, bequest, devise or otherwise, either absolutely or in trust for any of its stated purposes, to invest and reinvest and to manage, disburse and handle such funds and property, real or personal and to hold, expend and distribute the same in accordance with the purposes of the Foundation and any restrictions or instructions from any donor which are not inconsistent with those purposes, including the distribution of funds received from the Pennsylvania IOLTA Board and/or grants from any other source.

                        (d)  To promote the provision of legal services to the economically disadvantaged, and/or to those meeting applicable government eligibility standards.

                        (e)  To operate exclusively for the charitable and education purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.  No part of the net earnings or principal assets of the Foundation shall inure to the benefit of its Trustees, officers, or other private persons except that the foundation 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 bylaws. The Foundation shall not devote more than an unsubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.  The Foundation shall not directly or indirectly participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or opposed to any candidate for public office.  The Foundation shall not have objectives or engage in activities which would characterize it as an "action" organization as that term is defined in Treasury Regulation 1.501(c)(3) - 1(c)(3);

                        (f)  To conduct affairs of the Foundation so that no distinction shall be made as to race, color, sex, religion, age, national origin, family status or handicap with regard to membership, employment, professional staff, or delivery of services.

                        (g)   In furtherance of its charitable purposes, the Bar Family Assistance Fund may relieve distress among lawyers in Westmoreland County or their immediate families, whether or not they are members of the Westmoreland Bar Association, by providing financial assistance in times of need.

                        (h)  Upon dissolution of this corporation, its assets shall be distributed for one or more exempt purposes within the meaning of §501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.

 

5. MEMBERSHIP

            5.1  Membership in the Foundation shall consist of a single class of members who shall be the Participating Members of the Westmoreland Bar Association.

 

6. MEMBERSHIP MEETINGS

            6.1  The Board of Trustees shall designate the place and time of the Annual Meeting of the Westmoreland Bar Foundation. Notice of the annual meeting must be mailed, emailed or faxed to each member of the Foundation at least five (5) days prior to the date of the annual meeting.

            6.2  Special meetings of the membership of the Foundation may be called at any time by the Chair of the Foundation, and must be called by the Secretary of the Foundation upon a written request being delivered to the Secretary signed by at least twenty (20) members of the Foundation.  A notice of special meetings of the members of the Foundation must be mailed, emailed or faxed to each member of the Foundation at least five (5) days prior to the date and time set for the special meeting and must set forth in the notice of the special meeting the purpose for which the meeting is being called.

            6.3  Twenty-five members of the Foundation present shall constitute a quorum to conduct the business at the annual or any special meeting of the Foundation.  Members present in person at either the annual or any special meeting of the Foundation may continue to conduct the business of the Foundation, despite any withdrawal of any member which leaves less than a quorum. 

            6.4  An agenda for each meeting of the members of the Foundation shall be prepared by the Secretary at the direction of the Board of Trustees and shall include, among other items on the agenda, for:  (a)  Annual meeting:  call to order by the Chair; approval of minutes of last annual or interim special meetings; presentation of the annual report; transaction of any business properly brought before the meeting; election of members to the Board of Trustees; and adjournment.  (b)  Special meetings:  call to order and establishment of a quorum; reading of the notice for the special meeting, including the purpose for which the meeting was called; transaction of the business for which the meeting was called; adjournment.

            6.5  One or more persons may participate in a meeting of the Board of Trustees or of the Members by conference telephone or similar communication equipment by means of which all persons participating can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

 

7. BOARD OF TRUSTEES

             7.1  The operation and management of the Foundation shall be vested in a Board, which shall be known and designated as the Board of Trustees, (herein "the Board").  The Board shall have charge, control and management of the property, affairs and funds of the Foundation, and also shall have the power and authority to do and perform any and all acts or functions consistent with the purposes and objectives of the Foundation, the laws of the Commonwealth of Pennsylvania, the Articles of Incorporation of the Foundation, and the Bylaws of the Foundation and which action or function when performed by the Board is not inconsistent with any other action taken by the Foundation.

            7.2  The Board shall consist of 15 Trustees, five of whom shall be elected each year. The term of each Trustee shall be for a period of 3 years.

            7.3 Of each five trustees elected, at least 3 Trustees shall be selected from the membership of the Foundation and at least one Trustee shall be elected from the general public.

            7.4  The election of Trustees at the annual meeting of the Foundation may be by written ballot.

            7.5  Trustees elected to the Board of the Foundation may serve a maximum of two full three year terms consecutively, plus the completion of one unexpired term. Thereafter, said Trustee is not eligible to be reelected as a Trustee for a period of one year.

            7.6  The Board may declare a vacancy to exist when the Board has determined that a Trustee has been absent for three (3) consecutive meetings without a valid excuse approved by the Chair; or for misconduct by a Trustee in relation to the Foundation, and/or the Trustee’s employment or profession and/or the Community in general

           7.7  The board shall present to the membership at the annual meeting a list of candidates for the office of Trustee.

           7.8  Vacancies on the Board due to the death, resignation or other cause may be filled by the Board for the unexpired term.

           7.9   The Board of Trustees may appoint ex-officio members to the Board, who shall serve in an advisory capacity for one year and shall not be voting members. Ex-officio appointments shall be reviewed annually and may be renewed.

 

8. MEETINGS OF THE BOARD

           8.1 The board shall meet within two weeks following the annual membership meeting at the call of the chair.   The Board shall convene for the purpose of organizing the Board, the election of officers, appointment of committees and the transaction of any other business which may properly come before the meeting.   If a quorum is not present for the organizational meeting, the chair shall call a special meeting for this purpose, after giving notice to all trustees in the manner prescribed herein for special meetings.

            8.2  Regular meetings of the Board shall be held at least quarterly at such time and such place as shall from time to time be determined by the Board. 

            8.3  Special meetings of the Board may be called by the Chair at any time and shall be called by the Secretary upon a written request for a special meeting of the Board, signed by at least three (3) Trustees and delivered to the Secretary. 

            8.4  Notice of all regular and special meetings of the Board shall be given in writing, setting forth the place, date and time of the meeting and mailed, emailed or faxed to each Trustee at least five (5) days prior to the time set for the meeting.  All notices, calling a special meeting of the Board, shall likewise set forth the purpose for which the special meeting is being called.

            8.5  One more than one-half the number of trustees shall constitute a quorum, but a lesser number may meet and adjourn from time to time until a quorum is present.  The Trustees present at any duly organized meeting shall continue to conduct the business of the Foundation brought before that meeting, despite any withdrawal by any Trustee leaving less than a quorum.

            8.6  One or more persons may participate in a meeting of the Board of Trustees by conference telephone or similar communication equipment by means of which all person participating can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

 

9. OFFICERS

            9.1  The officers of the Foundation shall be a chair, a vice chair, a secretary, an assistant secretary, a treasurer, and assistant treasurer.  These officers shall be elected by the Board at its organizational meeting.  The chair and vice chair shall be members of the Foundation.   The other officers need not be members.  All officers elected shall hold their offices for the term of one year or until successors of each have been duly elected by the Board.

            9.2  If a vacancy occurs for any reason in any elected office, such vacancy shall be filled by appropriate action of the Board at any regular or special meeting.

            9.3  The Board of Trustees may create the position of Executive Director, and appoint a qualified person to fill that position, fix the annual compensation and any other benefits for that position and prescribe from time to time the duties of Executive Director.

 

10. DUTIES OF OFFICERS

            10.1  The Chair shall be considered as the Chief Executive Officer of the Foundation; shall preside at all meetings of the Board; shall be an ex-officio member of all standing committees; shall have the powers and duties of management and direction as are usually vested in the office of Chair of a foundation; and shall execute all certificates of membership, bonds, deeds, mortgages, contracts and any other kind of binding written document for the Foundation.  The Chair of the Foundation shall also act as the Chair of the Executive Committee of the Foundation.

            10.2  The Vice Chair shall assume the authority and duties of the Chair in the absence of the Chair and shall act as the Chair of the Foundation in case of death or resignation of the Chair until such time as the Board elects a new Chair. The Vice Chair shall also perform such additional duties as the Board may from time to time designate.

            10.3  The Secretary shall keep a record of all of the proceedings of the Board of the Foundation; shall have the custody of all the records and the seal of the Foundation; shall conduct all of the correspondence of the Foundation and of the Board; and shall give notice by mail, email or fax as prescribed in these Bylaws of all meetings of the Foundation, and of the Board.  The Secretary shall also give all notices to all persons of election to office or as a member of the Board and shall perform such other duties as may from time to time be designated by the Board or the Chair.

            10.4  The Assistant Secretary, as directed from time to time by the Board or the Chair, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the office of Secretary and shall perform such other duties as the Board or the Chair may designate.

            10.5  The Treasurer shall supervise the fiscal and monetary affairs of the Foundation.  The Treasurer shall oversee the care and custody of all the Foundation funds and securities; shall oversee the keeping of accurate accounts of receipts and disbursements and appropriate Foundation books; shall oversee the deposit of all funds in the name of and to the credit of the Foundation in a depository or depositories designated by the Board;  shall disburse or cause to be dispersed, as appropriate, the funds of the Foundation necessary to conduct the business of the Foundation as from time to time ordered and approved by the Board; shall from time to time, as required by the Board, render financial statements, accounting or financial transactions and the condition of the Foundation.  The Treasurer, acting with the Finance Committee, shall formulate and recommend to the Board sound financial policies to guide the operation and management of the Foundation.

            10.6  The Assistant Treasurer, as directed from time to time by the Board or the Chair, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the office of Treasurer and shall perform such other duties as the Board or Chair may designate.

            10.7  The Executive Director shall be considered the working professional for the Foundation and the Board.  The Executive Director shall:  assume the responsibilities for all books, documents, other papers and transactions of the Foundation, under the direction of the Secretary; shall attend all meetings of the Board, the Executive Committee and other committees of the Foundation; the Executive Director may attest to the signature of the Chair when affixed to any contract, agreement, deed or other similar document authorized and approved by the Board and required to be attested.  The Executive Director, under the direction and supervision of the Secretary, may keep the corporate seal, affix it to all documents as required, and shall develop and submit to the Board for approval, programs, budgets and the required operating agendas for the Foundation and the Board and any committee of the Foundation, and from time to time shall perform such other duties as may be assigned to the Executive Director by the Board or the Chair.

 

11. COMMITTEES OF THE BOARD

            11.1  The committees of the Board shall be standing and special.  The Chair of the Foundation shall appoint the members of all committees as well as the Chair of each committee. 

            11.2  The standing committees of the Foundation shall be: (a)  Executive Committee; (b)  Finance Committee;  (c) Nominating/Bylaws Committee; (d) Legal Services Committee (e) Bar Family Assistance Committee (f) Fundraising Committee; (g) Publicity Committee, (h) Scholarship Committee.

           11.3 Other committees may be established and appointed as the Board may from time to time deem appropriate and authorized. All committees are responsible to report to the Chair and to the Board.

           11.4 The Executive Committee shall consist of the Chair, Vice Chair, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer of the Foundation. The Executive Committee shall meet at the call of the Chair, and shall have the power to transact all matters of regular business of the Foundation during the interim between meetings of the Board, providing any action taken shall not conflict with the policies established by the Board. 

            11.5  The Finance Committee shall consist of at least three (3) Trustees and the Treasurer of the Foundation. The Chair of the Foundation shall appoint the Chair of the Finance Committee and the Finance Committee Chair shall be responsible to the Board for supervision of all the funds of the Foundation.

                        (a)  The Finance Committee shall provide: 

                                    (1)  That all endowment, trust and capital funds be deposited with one or more trust companies, banks, comparable institutions, mutual funds or other recognized investment vehicles, duly authorized to conduct such business in the Commonwealth of Pennsylvania and a report on such investments shall be received from time to time.

                                    (2)  That income from endowment, trust and capital funds, after deduction of legitimate expenses, is paid into the Foundation.

                                    (3)  That both principal and income from endowment, trust and capital funds are used in accordance with the terms of the purpose for which such endowment or capital funds were established.

                        (b)  The Finance Committee shall prepare and submit to the Executive Committee at its last meeting before the end of the fiscal year, a proposed comprehensive budget showing expected receipts and income for the next ensuing fiscal year. 

                        (c)  The Finance Committee shall examine annually and more often as it may consider necessary, the securities and other funds of the Foundation.

                        (d) The Finance Committee shall prepare financial statements of the Foundation in the form prescribed by the Board of Trustees and also annually recommend proper investment procedures and policies for the investment of accumulated funds.                                                                                  

                        (e) The Finance Committee shall conduct an annual review of all insurance policies and shall renew, negotiate and recommend purchase of such coverage as is necessary to protect the assets of the Foundation.  In reviewing risks to be insured, the Committee shall be assisted by the Chair who shall make suggestions concerning hazards arising out of the real estate, equipment, supplies, personnel and activities of the Foundation.

                        (f) The Finance Committee shall cause a financial review in accordance with then current IRS regulations to be made annually of all the books and records of the Foundation, including all receipts and disbursements, investments and status of funds, and a report is to be prepared and submitted to the Board.

            11.6 The Bylaws/Nominating Committee shall consist of at least three trustees who are members of the Foundation who shall have the duty of nominating candidates for trustees as required at the annual membership meeting.  In the event of a vacancy occurring on the Board of Trustees by reason of death, incapacity, failure to attend meetings or resignation, the trustees shall appoint a person to fill an unexpired term. The By-Laws/Nominating Committee shall periodically review the Articles of Incorporation and By-Laws to ensure continuing viability of documents, examine issues of concern and make specific recommendations to the board. 

            11.7  The Legal Services Committee shall consist of at least three Trustees, who shall have the duty of the oversight of any Legal Services program established and/or supported by theFoundation. The Legal Services Committee shall provide the Board of Trustees with a quarterly report of the status of any such program(s.)  

            11.8  The Bar Family Assistance Committee is charged with the oversight of the collection and distribution of funds collected with the sole intent of providing financial assistance to lawyers of Westmoreland County and their families in times of need.

            11.9  The Fundraising Committee is charged with the planning and overseeing of fund raising events or programs supporting the purposes and objectives of the foundation.

            11.10  The Publicity Committee is charged with all public relations efforts of the Foundation, including but not limited to public and community programming.

            11.11  The Scholarship Committee is charged with the administration and oversight of the WBF Scholarships. The committee shall make annual notification of the scholarships available,, interview candidates and select award recipients.

            11.12  Special committees may be appointed by the Chair for such special tasks as circumstances warrant or demand.  Such special committees appointed shall limit activities to the accomplishment of the assigned tasks and objectives and shall not have power to act except as is specifically conferred upon such special committee by appropriate action of the Board.  Upon the completion of the task or objective for which such special committee was created, that special committee shall be dissolved.

 

12. FISCAL YEAR

             12.1  The fiscal year for the Foundation shall be set by the Trustee Board of the Westmoreland Bar Foundation.

             12.2  All of the accounts and books, together with all supporting data, shall be audited at the end of each fiscal year by an independent auditor designated by the Board.

             12.3  At the end of each fiscal year and after the completion of the annual audit, the Chair shall submit to the Board, not later than the regular quarterly meeting of the Trustees, a full and detailed operational and financial report covering the preceding fiscal year.

 

13. CONFLICT OF INTEREST

             13.1  The Board shall adopt a written conflict of interest policy from time to time, which policy shall be acknowledged in writing annually by each Trustee.

           

14. INDEMNIFICATION, FIDELITY BONDS, INSURANCE

             14.1  Such officers, Trustees and employees of the Foundation, as the Board shall designate, shall be covered by bonds of fidelity, secured from a guaranty company, in amounts determined and approved by the Board.  The Foundation shall defray the cost of any fidelity bond so required.

            14.2  Liability insurance may be secured covering the Trustees, officers, employees and agents as the Board shall designate in amounts determined and approved by the Board.

            14.3  This Foundation shall, to the full extent permitted by the Non-Profit Corporation Law of 1988, the Directors' Liability Act and any other laws of the Commonwealth of Pennsylvania, as amended from time to time, defend and indemnify against any liability not covered by liability insurance or other insurance any person who was or is a party or is threatened or made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Foundation), including anti-trust, civil rights and punitive damage claims, by reason of the fact that such person is or was a Trustee, officer, employee or agent of the Foundation designated to receive this protection, or is or was at the request of this Foundation a Trustee, officer, employee or agent of another corporation, partnership, joint venture or enterprise, and as such, designated to receive this protection.

            14.4  Unless ordered by a court, any indemnification from a third party or derivative action claim shall be made by the Foundation in the specific case upon determination that indemnification is proper in this circumstance because the applicable statutory standard of conduct has been met by acting in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Foundation.  Such determination shall be made by the members of the Foundation.

 

15. BOARD POLICIES

             15.1      The Board shall adopt policies including but not limited to the following: check signing, investments, record retention, whistle-blower issues, confidentiality, and such other subjects as the Board may decide from time to time.

 

16. TRANSACTIONS REQUIRING MEMBERSHIP APPROVAL

             16.1  Notwithstanding anything in these Bylaws to the contrary, neither the Board of this Foundation nor any officer or employee thereof may take any of the following actions without the approval of the membership of the Foundation, to wit:

                         (a)  Merger, consolidation or dissolution of the Foundation;

                         (b)  Amendment or restatement of the Articles of Incorporation or the Bylaws of the Foundation;

 

17. DISSOLUTION OF THE FOUNDATION

             17.1 The Foundation may dissolve by resolution of the Board, which resolution must be concurred in by not less than a majority of the members of the Foundation.  The manner of dissolution shall be as required by the laws of the United States, of the Commonwealth of Pennsylvania and the official acts of the Board.

             17.2 Upon dissolution, the Foundation's assets shall be distributed to an organization or organizations which is or are organized exclusively for charitable, scientific or educational purposes, or any of them, and which shall be qualified as an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code, as amended, or shall be distributed to the Federal government, or to a state or local government, for a public purpose, and as an organization contributions to which are deductible for federal income tax, income, estate and gift tax purposes, to be used by such organization or organizations for the above stated purposes.

 

18. AMENDMENTS

            18.1 These Bylaws may be amended at any regular or special meeting of the membership by an affirmative vote of a majority of the members present at such meeting, provided that notice of the proposed amendment shall have been included in the written meeting notice for such meeting.

            18.2 Amendments to these Bylaws may be proposed by the Board of Trustees or by written request delivered to the Secretary signed by at least twenty (20) members of the Foundation.