Page 1

AMENDED AND RESTATED BYLAWS

OF

COLFAX SPANISH ACADEMY

PARENT-TEACHER ORGANIZATION

A Pennsylvania Nonprofit Corporation

Adopted by membership on April 6, 2006

TABLE OF CONTENTS

Page

ARTICLE I INTRODUCTORY......................................................................................................1

Section 1.1

Name............................................................................................................1

Section 1.2

Statement of Purposes..................................................................................1

Section 1.3

Offices..........................................................................................................1

Section 1.4

Fiscal Year...................................................................................................1

Section 1.5

Seal...............................................................................................................1

Section 1.6

Governing Law. ...........................................................................................2

ARTICLE II MEMBERS ................................................................................................................2

Section 2.1

Eligibility. ....................................................................................................2

Section 2.2

Voting; Quorum...........................................................................................2

Section 2.3

Record Date. ................................................................................................2

Section 2.4

Notice...........................................................................................................2

Section 2.5

Meetings.......................................................................................................2

Section 2.6

Approval of Annual Budget.........................................................................2

Section 2.7

Approval of Extraordinary Expenditures.....................................................2

Section 2.8

No Membership Dues; No Liability of Members........................................3

ARTICLE III OFFICERS................................................................................................................3

Section 3.1

Officers. .......................................................................................................3

Section 3.2

Term of Office. ............................................................................................3

Section 3.3

Elections of Co-Presidents in April. ............................................................3

Section 3.4

Election of Other Officers in May...............................................................3

Section 3.5

Co-Presidents...............................................................................................3

Section 3.6

Vice Presidents.............................................................................................4

Section 3.7

Secretary. .....................................................................................................5

Section 3.8

Treasurer......................................................................................................5

Section 3.9

Other Officers. .............................................................................................5

Section 3.10

Vacancies; Removal of Officers..................................................................5

ARTICLE IV EXECUTIVE BOARD.............................................................................................5

Section 4.1

Authority......................................................................................................5

Section 4.2

Number and Term; Faculty Advisor and Principal......................................6

(i)

Section 4.3

Other Duties.................................................................................................6

Section 4.4

No Compensation.........................................................................................6

Section 4.5

Meetings.......................................................................................................6

Section 4.6

Quorum........................................................................................................6

Section 4.7

Voting. .........................................................................................................6

Section 4.8

Notices. ........................................................................................................6

Section 4.9

Standard of Care and Fiduciary Duty. .........................................................6

Section 4.10

Conflicts of Interest......................................................................................7

Section 4.11

Rules and Regulations..................................................................................8

Section 4.12

Removal of Board members. .......................................................................8

Section 4.13

Consents.......................................................................................................8

ARTICLE V COMMITTEES..........................................................................................................8

Section 5.1

Committees..................................................................................................8

Section 5.2

Committee Appointment..............................................................................8

Section 5.3

Committee Interaction with the Board.........................................................8

Section 5.4

Limitation on Power of Committees............................................................9

Section 5.5

Audit Committee..........................................................................................9

ARTICLE VI LIMITATION OF PERSONAL LIABILITY OF BOARD MEMBERS.................9

Section 6.1

Limitation of Board members’ Personal Liability.......................................9

Section 6.2

Preservation of Rights..................................................................................9

ARTICLE VII INDEMNIFICATION...........................................................................................10

Section 7.1

Mandatory Indemnification of Board members and Officers....................10

Section 7.2

Mandatory Advancement of Expenses to Board members and

Officers. .....................................................................................................10

Section 7.3

Permissive Indemnification and Advancement of Expenses.....................10

Section 7.4

Scope of Indemnification...........................................................................11

Section 7.5

Miscellaneous. ...........................................................................................11

Section 7.6

Definition of Authorized Representative...................................................11

Section 7.7

Procedure for Effecting Indemnification...................................................11

ARTICLE VIII RESTRICTIONS REGARDING THE OPERATIONS OF THE

CORPORATION; ADMINISTRATION OF FUNDS......................................................12

Section 8.1

No Private or Political Beneficiaries..........................................................12

Section 8.2

No Violation of Purposes...........................................................................12

(ii)

Section 8.3

Tax Records...............................................................................................12

Section 8.4

Annual Report............................................................................................12

Section 8.5

Books and Records. ...................................................................................12

ARTICLE IX BYLAW AMENDMENTS.....................................................................................12

Section 9.1

Authority....................................................................................................12

Section 9.2

Notice.........................................................................................................12

(iii)

AMENDED AND RESTATED BYLAWS

OF

COLFAX SPANISH ACADEMY

PARENT-TEACHER ORGANIZATION

A Pennsylvania Nonprofit Corporation

(the “Corporation”)

ARTICLE I

INTRODUCTORY

The original Bylaws of Colfax Spanish Academy Parent- Teacher Organization were

adopted by the membership to be effective on April 7, 2005. These Amended and Restated

Bylaws of Colfax Spanish Academy Parent- Teacher Organization amend, restate, and supersede

in its entirety, the original Bylaws.

Section 1.1

Name. The name of the Corporation is Colfax Spanish Academy Parent-

Teacher Organization.

Section 1.2

Statement of Purposes. As provided in its Articles of Incorporation, the

Corporation is organized for the charitable and educational purposes set forth in Section

501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision of

any future United States Internal Revenue Law)(the “Code”) and, in furtherance and not in

limitation thereof:

(a)

to promote and support the welfare of Colfax Spanish Academy (“Colfax”),

the students of Colfax, and the community, through the participation and

cooperation of Colfax parents, teachers, administrators, staff, students, and the

community;

(b)

to promote and support quality educational programs within Colfax and within

the Pittsburgh Public School District;

(c)

to raise funds to provide enrichment and support for Colfax and its facilities;

(d)

to keep parents and teachers informed of issues related to Colfax; and

(e)

to do all lawful acts incidental to the achievement of the foregoing purposes.

Section 1.3

Offices. The principal and registered office of the Corporation shall be located

at Colfax PTO, c/o Colfax Spanish Academy, 2332 Beechwood Boulevard, Pittsburgh,

Pennsylvania 15217 or at such other place as the Board may designate from time to time.

Section 1.4

Fiscal Year. The fiscal year of the Corporation shall end on June 30 of each

year, or on such other date as may be fixed from time to time by resolution of the Board.

Section 1.5

Seal. The corporate seal of the Corporation shall be a circle with the name of

the Corporation and the state of incorporation around the border and the words “Corporate Seal”

in the center.

(1)

Section 1.6

Governing Law. This Corporation is governed by the Pennsylvania Nonprofit

Corporation Law of 1988, as it may be amended from time to time (“NPCL”).

ARTICLE II

MEMBERS

Section 2.1

Eligibility. Membership in the Corporation is limited to any person who is a

parent or guardian of a child attending Colfax, any member of the Colfax faculty, and those

persons charged with the administration of Colfax. Membership is non-transferable.

Section 2.2

Voting; Quorum. Each member of the Corporation is entitled to one vote on

each matter before the members. The manner of voting on any matter may be by voice, ballot, or

any other reasonable means. The number of members at each meeting shall constitute a quorum.

A simple majority of those members present at the meeting constitutes approval or rejection of

any matter up for vote. The members may not cumulate their votes for the election of officers

and Board members.

Section 2.3

Record Date. The Board may fix a time not more than 70 days prior to the date

of any meeting of the members as a record date for the purpose of determining the members

entitled to notice of or to vote at such meeting. If the Board does not fix a record date, then the

record date for determining members entitled to notice of or to vote at the meeting shall be the

close of business the date before the meeting is held.

Section 2.4

Notice. Notice of all regular meetings of the membership for the school year

shall be provided at the beginning of the school year in the Corporation’s newsletter. Notice

shall normally be giving by means of the Corporation’s newsletter. If not already provided,

written notice of the date, time and place of each meeting of the members shall be given to all

members of record entitled to vote at the meeting at least ten (10) days prior to the day of a

meeting at which the members will consider a fundamental change within the meaning of

Chapter 59 of the NPCL and at least five (5) days prior to the date of the meeting in any other

case. Notice may also be provided as set forth in the NPCL.

Section 2.5

Meetings. Regular meetings of the Corporation will initially be held at 7:00

p.m. on the first Thursday of each month during the Colfax school year at 2332 Beechwood

Boulevard, Pittsburgh, Pennsylvania 15217. Meetings of members may be held at such other

times and places as the person calling the meeting shall so indicate in the meeting notice or as the

Board may determine. The members shall meet at least three (3) times during the school year.

Dates of meetings, month and day, shall be determined and announced at the first general

membership meeting of the year. Special meetings of the members may be called by the

President and shall be called by the President upon the instruction of the Principal, the majority

of the Board, or upon written request of ten (10) members.

Section 2.6

Approval of Annual Budget. At the May meeting of the members or at such

other meeting as designated by the Board, the Board (working with the Treasurer) shall present a

proposed budget to the members for the upcoming year. The members shall vote on whether to

adopt the budget.

Section 2.7

Approval of Extraordinary Expenditures. If the Board intends to approve an

expenditure that is (a) not included in the annual budget approved by the members in accordance

with Section 2.6 and (b) in excess of $2,500 (an “Extraordinary Expenditure”), the Board shall

(2)

provide prior notice to the members that a vote on the Extraordinary Expenditure will take place

at the next meeting of the members. The Extraordinary Expenditure must be approved by a

majority of the members after such prior notice. The prior notice shall be by means of the

Corporation’s newsletter or by such other reasonable means. The proposed purpose and amount

of the Extraordinary Expenditure shall be set forth in reasonable detail in the notice.

Section 2.8

No Membership Dues; No Liability of Members. The members of the

Corporation shall not be required to pay dues. The members shall not be personally liable for the

debts, liabilities or obligations of the Corporation.

ARTICLE III

OFFICERS

Section 3.1

Officers. The officers of the Corporation shall consist of the following persons:

(a) two Co-Presidents; (b) a Vice President-Fundraising; (c) a Vice President-Special Events; (d)

a Vice-President-Communications; (e) a Secretary; (f) a Treasurer; and (g) such other officers

and assistant officers as the Board may, from time to time, designate.

Section 3.2

Term of Office. Each officer shall serve for a term of one (1) year and until the

officer’s successor is duly elected and takes office. The term of office for each officer shall be

from July 1 to June 30 of each year.

Section 3.3

Elections of Co-Presidents in April. The Co-Presidents shall be elected at the

April meeting of the members or a special meeting called or designated for such purpose. The

Co-Presidents shall run as a ticket consisting of two members. The Board shall publish notice

and seek nominations for the Co-Presidential tickets prior to such meeting. At the meeting to

elect the Co-Presidents, the Board shall call for nominations from the floor. The members

entitled to vote shall elect, by secret ballot or by hand count (if there is only one ticket), the Co-

Presidents from the nominations received prior to the meeting and from the nominations from the

floor.

Section 3.4

Election of Other Officers in May. The officers other than the Co-Presidents

shall be elected at the May meeting of the members or a special meeting called or designated for

such purpose. The Board shall publish notice and seek nominations for the officers prior to such

meeting. At the meeting to elect the officers, the Board shall call for nominations from the floor.

The members entitled to vote shall elect, by secret ballot or by hand count (if there is only one

candidate), the officers from the nominations received prior to the meeting and from the

nominations from the floor.

Section 3.5

Co-Presidents. The Corporation shall have two Co-Presidents responsible for

overseeing the affairs of the Corporation and shall preside at all meetings of the members and the

Board. The Co-Presidents shall be members ex officio of all committees except the Audit

Committee. The Co-Presidents shall coordinate the work of the officers and committees of the

organization in order that the purposes of the Corporation may be promoted. The Co-Presidents

shall have equal power and may divide up the workload and duties. All references in these

bylaws to the term President in its singular form shall be a reference to both Co-Presidents.

Eligibility; Term Limits; Vacacy. To be eligible to be a Co-President for any term

beginning after September 2005, a person must have served, at any time, in any one of the

(3)

following positions: (a) on the Board; (b) as a committee chair; (c) as a homeroom

representative; or (d) as a chair of a special event. Unless specifically waived by a majority of

the members, a person shall not be eligible to serve as a Co-President for more than two

consecutive terms. If one of the Co-Presidents is unable to serve the entire term, the other Co-

President shall act as the sole President.

Section 3.6

Vice Presidents. The Corporation shall have the following three Vice

Presidents:

(a)

Vice President-Communications. The Vice President-Communications shall

oversee and coordinate all communications related to the Corporation, the Board, the members,

Colfax, and the Colfax community. The Vice President-Communications shall assist the Board

in communicating with the members, parents, teachers, faculty, staff, and students of Colfax.

The Vice President-Communications shall oversee the following activities: preparation and

distribution of the Colfax PTO directory and monthly newsletters; Colfax PTO related website

and online forums; internal and external public relations; volunteer registry; Colfax partnerships

with outside organizations; and other methods to enhance communication within the Colfax

community and the community at large. The Vice President-Communications shall call and

preside over Communications Committee meetings or assign such duty to an appropriate

designee.

(b)

Vice President-Fundraising. The Vice President-Fundraising shall oversee and

coordinate all fundraising activities of the Corporation, including recruiting members to serve on

the Fundraising Committee and to serve as chairpersons of fundraising events. The Vice

President-Fundraising shall report on all fundraising activities to the Board and shall seek the

Board’s approval for fundraising activities and fundraising related expenditures that are outside

of the budget. The Vice President-Fundraising shall call and preside over all Fundraising

Committee meetings.

(c)

Vice President-Special Events. The Vice President-Special Events shall oversee

and coordinate all special events of the Corporation, including recruiting members to serve as

chairpersons of the special events, to serve on the Special Events Committee, and to serve as

volunteers at all special events. The Vice President-Special Events shall assist the chairpersons

of the special events in the implementation of the special events. The special events each year

shall be designated by the Board, the Principal, or the faculty of Colfax. The Vice President-

Special Events shall report on the special events to the Board. The Vice President-Special

Events shall call and preside over the Special Events Committee meetings.

(d)

Vice President-Volunteer Coordinator. The Vice President-Volunteer

Coordinator shall oversee and coordinate all volunteers and volunteer related activities of the

Corporation, including, among other things, recruitment and coordination of volunteers for

events of the Corporation, surveys of volunteers, maintenance of information related to

volunteers (e.g., volunteer database), assistance with parental clearance forms, communication of

information to volunteer group, and other volunteer related activities as determined by the Board.

The Vice President-Volunteer Coordinator shall report on the status of the volunteers and the

volunteer support to the Board. The Vice President-Volunteer Coordinator may form a volunteer

committee upon the consent of the Board and, if so, shall call and preside over such volunteer

committee meetings and shall report on the activities of such committee to the Board.

(4)

Section 3.7

Secretary. The Secretary shall take minutes of all meetings of the Board and the

members and transcribe and distribute them within one week of the meetings. The Secretary

shall be responsible for the general record-keeping of the Corporation, including keeping a file of

all of the minutes, Corporation’s newsletters, Corporation correspondence, and other materials

distributed by the Corporation or the Board and maintain records of all of the events and

activities related to the Corporation. The Secretary shall maintain or oversee the maintenance of

the PTO bulletin board. The Secretary shall have a current copy of the bylaws. The Secretary

shall also be responsible for the timely mailing or delivery of all notices of meetings of the Board

and the members, shall affix the corporate seal at the direction of the President and, generally

will perform all duties incident to the office of Secretary of a corporation and such other duties

as may be required by law, by the Articles of Incorporation or by these Bylaws, or which may be

assigned from time to time by the Board.

Section 3.8

Treasurer. The Treasurer shall supervise the financial activities of the

Corporation. The Treasurer shall see that (a) full and accurate accounts of receipts and

disbursements are kept, (b) a system is in place such that all monies and other valuable effects

are deposited in the name and to the credit of the Corporation in such depositories as shall be

designated by the Board, (c) the Board members at the regular meetings of the Board or

whenever they may require it, receive an account of the financial condition of the Corporation,

(d) disbursements are authorized by the President, Board, or organization in accordance with the

budget adopted by the association, and (e) checks or vouchers are signed by two persons (the

Treasurer and one other Board member). The outgoing Treasurer shall assist the incoming

Treasurer in preparation of the financial statements to close out each fiscal year. The Treasurer

shall work with the Audit Committee to see that the financial records are accurate, complete, and

well maintained.

Section 3.9

Other Officers. Each other officer shall have such responsibilities and perform

such duties as may be prescribed by the Board from time to time. Each assistant officer shall

carry out the responsibilities and duties of the officer which the assistant officer assists in the

event such officer is unable to perform such responsibilities or duties, except that no assistant

officer shall become a Board member solely by virtue of being an assistant officer.

Section 3.10 Vacancies; Removal of Officers. A vacancy occurring in any office other than

President shall be filled for the unexpired term by a person elected by a majority vote of the

Board. Any officer elected or appointed to office may be removed by the persons authorized

under these Bylaws or the Corporation’s Articles of Incorporation to elect or appoint such

officers whenever in their judgment the best interests of the Corporation will be served.

ARTICLE IV

EXECUTIVE BOARD

Section 4.1

Authority. Subject to the rights of the members and any limitations set forth

elsewhere in these Bylaws or the Articles of Incorporation of the Corporation or the NPCL, the

affairs of the Corporation shall be under the general direction of the Executive Board of Colfax

(the “Board”) which shall administer, manage, preserve and protect the property of the

Corporation. The Executive Board shall be the “Board of directors” of the Corporation within

the meaning of the NPCL.

(5)

Section 4.2

Number and Term; Faculty Advisor and Principal. The Board shall consist of

the eight officers of the Corporation listed in sections 3.5 through 3.8 inclusive, a member of the

faculty of Colfax to be appointed by the principal of Colfax (the “Faculty Advisor”), and the

principal of Colfax (or a designee of the principal) (the “Principal”). Each Board member shall

serve for the same term as their term as an officer or until such Board member’s successor has

been duly elected and qualified or until the Board member’s earlier death, resignation or

removal. The Faculty Advisor shall serve at the pleasure of the Principal and may be removed

by the Principal.

Section 4.3

Other Duties. The President shall serve as the chairperson of the Board. The

Board may (a) create standing and special committees, (b) approve the plans of work of the

standing committees, (c) present a report at the regular meetings of the Corporation, (d) select an

auditor or an auditing committee to audit the Treasurer’s accounts, (e) prepare and submit to the

organization for adoption a budget for the year in accordance with Section 2.6, and (f) approve

routine bills within the limits of the budget.

Section 4.4

No Compensation. No compensation shall be paid to any Board member for

services as a Board member but, at the discretion of the Board, a Board member may be

reimbursed for travel and actual expenses necessarily incurred in attending meetings and

performing other duties on behalf of the Corporation.

Section 4.5

Meetings. The Board shall meet at dates and times established by the Board.

Special meetings may be called by the President and shall be called by the President upon the

order of the Principal or at the written request of a number of Board members constituting a

quorum of the Board members then in office and entitled to vote. All meetings of the Board

shall be open and held at the registered office of the Corporation unless otherwise designated in

the notice.

Section 4.6

Quorum. At all meetings of the Board, the presence of a majority of the Board

members in office and entitled to vote shall constitute a quorum. In addition to those Board

members who are actually present at a meeting, Board members shall be deemed as present at

such meeting if a telephone or similar communication equipment by means of which all persons

participating in the meeting can hear each other at the same time is used. The act of a majority

of the Board members entitled to vote at a meeting at which a quorum is present shall be the act

of the Board.

Section 4.7

Voting. Each Board member entitled to vote shall be entitled to one vote on

each matter submitted to a vote of the Board.

Section 4.8

Notices. Written notice of the date, time and place of each meeting of the Board

shall be given to all Board members at least five (5) days in advance of the date thereof. Such

notice shall set forth the date, time and place of the meeting. Whenever written notice is

required to be given to a Board member under this Section 4.8, it may be given to the Board

member personally or by sending a copy thereof by the methods approved in the NPC.

Section 4.9

Standard of Care and Fiduciary Duty. Each Board member shall stand in a

fiduciary relation to this Corporation and shall perform his or her duties as a Board member,

including his or her duties as a member of any committee of the Board upon which the Board

member may serve, in good faith, in a manner the Board member reasonably believes to be in the

best interests of this Corporation, and with such care, including reasonable inquiry, skill and

(6)

diligence, as a person of ordinary prudence would use under similar circumstances. In

performing his or her duties, each Board 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:

(a)

one or more officers or employees of this Corporation whom the Board

member reasonably believes to be reliable and competent in the matters

presented;

(b)

counsel, public accountants or other persons as to matters which the Board

member reasonably believes to be within the professional or expert

competence of such persons; and

(c)

a committee of the Board of this Corporation upon which the Board member

does not serve, as to matters within its designated authority, which committee

the Board member reasonably believes to merit confidence.

A Board member shall not be considered to be acting in good faith if the Board member has

knowledge concerning the matter in question that would cause his or her reliance to be

unwarranted.

Section 4.10 Conflicts of Interest. An actual or potential conflict of interest exists when any

of the following exists:

(a)

An officer or Board member has an ownership or investment interest in or

compensation relationship with an organization with which the Corporation

does or proposes to do business or an organization that competes with the

Corporation; or

(b)

An officer or Board member receives remuneration for performing services

for the Corporation and the Corporation is determining his or her

remuneration; or

(c)

An officer or Board member serves as an officer or Board member or key

employee of an organization that competes with or does business with the

Corporation.

A conflict also exists when a similar circumstance exists with respect to a family member of a

Board member or company 35% owned by a Board member and/or his or her family members.

Annually, each Board member and officer shall complete a disclosure statement reflecting his or

her interests, upon requests of the Corporation.

Board members shall act in a manner intended to further the best interests of the Corporation. If

at any time a Board member (i) has or may have a conflict of interest or (ii) is unable to act in the

best interests of the Corporation on any issue because of a personal situation, employment,

conflicting interest, or other reason, the Board member shall recuse himself or herself from

voting on the subject and shall leave the room while the matter is discussed. Recusing himself or

herself shall not prevent a Board member from participating in other activities or discussions

where no conflict of interest exists.

(7)

The Board may approve a transaction that is the subject of a conflict only if it has determined (i)

that the transaction or arrangement is in the Corporation’s best interest and for its own benefit,

(ii) that it is fair and reasonable to the Corporation, and (iii) after exercising due diligence, the

Corporation would not obtain a more advantageous transaction with reasonable efforts under the

circumstances. Where appropriate the board shall obtain comparable information to assist it in

reaching such conclusions.

The minutes of all meetings shall reflect (i) the names of the persons who disclosed any

conflicts; (ii) the determination as to whether an actual or potential conflict of interest existed;

(iii) the names of the persons who were present for discussions and votes relating to the

transaction or arrangement; (iv) the content of the discussions, including any alternatives to the

proposed transaction or arrangement and the basis for the determination of the Board, including

any comparability data; (v) the voting record, including any abstention from voting; and (vi) any

action to be taken.

Section 4.11 Rules and Regulations. The Board may adopt rules and regulations not

inconsistent with these Bylaws for the administration and conduct of the affairs of the

Corporation and may alter, amend or repeal any such rules or regulations adopted by it. Such

rules and regulations may be amended by majority vote of the Board members present and

entitled to vote at a meeting of the Board where a quorum is present.

Section 4.12 Removal of Board members. Except for the Faculty Advisor and the Principal,

the entire Board or any class thereof or any individual Board member may be removed from

office without assigning any cause by the vote of a majority of the members. New Board

members shall be elected at the same meeting.

Section 4.13 Consents. Any action that may be taken at a meeting of the Board may be taken

without a meeting, if a consent or consents in writing setting forth the action so taken shall be

signed by all of the Board members in office and entitled to vote and shall be filed with the

Secretary of the Corporation.

ARTICLE V

COMMITTEES

Section 5.1

Committees. The Corporation shall have a Communications Committee, a

Fundraising Committee, a Special Events Committee, an Audit Committee (as described in

Section 5.5 below), and such other standing and ad hoc committees as the Board may deem

advisable in the administration and conduct of the affairs of the Corporation. Such committees

of the Board shall meet as necessary to accomplish their goals.

Section 5.2

Committee Appointment. The Vice Presidents elected shall serve as the

chairpersons of their respective committees. The committee chairpersons of any other

committees shall be appointed annually by the Board and may be reappointed to a committee for

an unlimited number of terms. The chairperson of each committee shall determine the date and

place of all committee meetings. Each committee may adopt its own rules of procedure not

inconsistent with these bylaws.

Section 5.3

Committee Interaction with the Board. The chairperson of each committee

reports to the Board, and if requested, submits a written plan of work to the Board for its

(8)

approval and information. Committee Chairpersons wishing to request funds, which exceed the

approved budgeted amount, may submit a request in writing prior to the next regular Board

meeting. Committees will submit receipts for bank deposit within five business days of

receiving funds. Committees will submit written requests for disbursements for previously

authorized expenses to the Treasurer two business days prior to when needed. In the case of

authorized expenses pre-paid by a member, a written request for reimbursement shall be

submitted to the Treasurer within two weeks. The Board is authorized in its discretion to

approve reimbursement for travel and actual expenses necessarily incurred by members of

committees in attending committee meetings and in performing other official duties as such.

Section 5.4

Limitation on Power of Committees. No such committee shall have any power

or authority as to the following:

(a)

the submission to the members of any action requiring approval of the

members;

(b)

the filling of vacancies in the Board;

(c)

the adoption, amendment or repeal of the bylaws;

(d)

the amendment or repeal of any resolution of the Board; or

(e)

action on matters committed by the Bylaws or a resolution of the Board to

another Committee of the Board.

Section 5.5

Audit Committee. The Audit Committee shall consist of at least one (1) person

with a background in accounting or finance appointed by the Board. The Audit Committee shall

review the financial records of the Corporation twice a year in January/February and July/August

of each year. The Treasurer shall provide all financial records to the Audit Committee for this

bi-annual review. The Audit Committee shall provide a written assessment to the Board of the

accuracy and completeness of the financial books and records of the Corporation promptly after

completing each review.

ARTICLE VI

LIMITATION OF PERSONAL LIABILITY OF BOARD MEMBERS

Section 6.1

Limitation of Board members’ Personal Liability. A Board member of the

Corporation shall not be personally liable for monetary damages for any action taken unless the

Board member has breached or failed to perform the duties of his office under Chapter 57,

Subchapter B of the NPCL as in effect at the time of the alleged action by such Board member

and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

Such limitation on liability does not apply to the responsibility or liability of a Board member

pursuant to any criminal statute or for payment of taxes pursuant to any Federal, state or local

law.

Section 6.2

Preservation of Rights. Any repeal or modification of this Article by the

Corporation shall not adversely affect any right or protection existing at the time of such repeal

or modification to which any Board member or former Board member may be entitled under this

Article. The rights conferred by this Article shall continue as to any person who has ceased to be

a Board member of the Corporation and shall inure to the benefit of the heirs, executors and

administrators of such person.

(9)

ARTICLE VII

INDEMNIFICATION

Section 7.1

Mandatory Indemnification of Board members and Officers. The Corporation

shall indemnify, to the fullest extent now or hereafter permitted by law (including but not limited

to the indemnification provided by Chapter 57, Subchapter D of the NPCL), each Board member

and/or officer (including each former Board member or officer) of the Corporation who was or is

threatened to be made a party to or a witness in any threatened, pending or completed action or

proceeding, whether civil, criminal, administrative or investigative other than an action by or in

the right of the Corporation, by reason of the fact that the Board member or officer is or was an

authorized representative of the Corporation, or is or was serving at the request of the

Corporation as a representative of another domestic or foreign corporation for profit or not-for-

profit, partnership, joint venture, trust or other enterprise, against all expenses (including

attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably

incurred by the Board member or officer in connection with such action, suit or proceeding if

such Board member or officer acted in good faith and in a manner he or she reasonably believed

to be in, or not opposed to, the best interest of the Corporation and, with respect to any criminal

proceeding, had no reasonable cause to believe his or her conduct was unlawful. The

termination of any action or proceeding by judgment, order, settlement or conviction or upon a

plea of nolo contendere or its equivalent shall not of itself create a presumption that the person

did not act in good faith and in a manner that he reasonably believed to be in, or not opposed to,

the best interests of the corporation and, with respect to any criminal proceeding, had reasonable

cause to believe that his conduct was unlawful.

Section 7.2

Mandatory Advancement of Expenses to Board members and Officers. The

Corporation shall pay expenses (including attorneys’ fees) incurred by a Board member or

officer of the Corporation referred to in Section 7.1 hereof in defending or appearing as a witness

in any civil or criminal action, suit or proceeding described in Section 7.1 hereof in advance of

the final disposition of such action, suit or proceeding, only upon receipt of an undertaking by or

on behalf of such Board member or officer to repay all amounts advanced if it shall ultimately be

determined that the Board member or officer is not entitled to be indemnified by the Corporation

as provided in Section 7.4 hereof.

Section 7.3

Permissive Indemnification and Advancement of Expenses. The Corporation

may, as determined by the Board from time to time, indemnify, in full or in part, to the fullest

extent now or hereafter permitted by law, any person who was or is or is threatened to be made a

party to or a witness in, or is otherwise involved in, any threatened, pending or completed action

or proceeding, whether civil, criminal, administrative or investigative other than an action by or

in the right of the Corporation, by reason of the fact that such person is or was an authorized

representative of the Corporation or is or was serving at the request of the Corporation as a

representative of another domestic or foreign corporation for profit or not-for-profit, partnership,

joint venture, trust or other enterprise, both as to action in his official capacity and as to action in

another capacity while holding such office or position, against all expenses (including attorneys’

fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such

person in conjunction with such action, suit or proceeding if such person acted in good faith and

in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the

Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his

or her conduct was unlawful. The Corporation may, as determined by the Board from time to

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time, pay expenses incurred by any such person by reason of such person’s participation in an

action, suit or proceeding referred to in this Section 7.3 in advance of the final disposition of

such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to

repay such amount if it shall ultimately be determined that such person is not entitled to be

indemnified by the Corporation as provided in Section 7.4 hereof.

Section 7.4

Scope of Indemnification. Indemnification under this Article shall not be made

by the Corporation in any case where a court determines that the alleged act or failure to act

giving rise to the claim for indemnification is expressly prohibited by Chapter 57, Subchapter D

of the NPCL or any successor statute as in effect at the time of such alleged action or failure to

take action.

Section 7.5

Miscellaneous. Each Board member and officer of the Corporation shall be

deemed to act in such capacity in reliance upon such rights of indemnification and advancement

of expenses as are provided in this Article. The rights of indemnification and advancement of

expenses provided by this Article shall not be deemed exclusive of any other rights to which any

person seeking indemnification or advancement of expenses may be entitled under any

agreement, vote of members, disinterested Board members, statute or otherwise, both as to action

in such person’s official capacity and as to action in another capacity while holding such office

or position, and shall continue as to a person who has ceased to be an authorized representative

of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such

person. Indemnification and advancement of expenses under this Article shall be provided

whether or not the indemnified liability arises or arose from any threatened, pending or

completed action by or in the right of the Corporation. Any repeal or modification of this Article

by the members or the Board of the Corporation shall not adversely affect any right or protection

existing at the time of such appeal or modification to which any person may be entitled under

this Article.

Section 7.6

Definition of Authorized Representative. For the purposes of this Article, the

term, “authorized representative” shall mean a Board member, officer or employee of the

Corporation or of any corporation controlled by the Corporation, or a trustee, custodian,

administrator, committeeman or fiduciary of any employee benefit plan established and

maintained by the Corporation or by any corporation controlled by the Corporation, or person

serving another corporation, partnership, joint venture, trust or other enterprise in any of the

foregoing capacities at the request of the Corporation. The term “authorized representative”

shall not include money managers or investment advisors (or any employees thereof) hired by

the Corporation, and shall not include agents of the Corporation unless indemnification thereof is

expressly approved by the Board.

Section 7.7

Procedure for Effecting Indemnification. Unless ordered by a court, any

indemnification under this Article VII or the NPCL shall be made only following a determination

that the indemnification is proper in the circumstances because the person seeking

indemnification has met the applicable standard of conduct. Such determination shall be made

(a)

by the Board by a majority vote of a quorum consisting of Board members

who were not party to the action or proceeding;

(b)

if such a quorum is not obtainable or if obtainable and a majority vote of a

quorum of disinterested Board members so directs, by independent legal

counsel in a written opinion; or

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(c)

by the members.

ARTICLE VIII

RESTRICTIONS REGARDING THE OPERATIONS OF

THE CORPORATION; ADMINISTRATION OF FUNDS

Section 8.1

No Private or Political Beneficiaries. In keeping with the statement of purpose

of the Corporation as set forth in its Articles of Incorporation, no part of the earnings or assets of

the Corporation shall inure to the benefit of any private individual, and no substantial part of the

activities of the Corporation shall be used for lobbying and the Corporation shall not engage in

any political campaign activities on behalf of or in opposition to any candidate for public office.

Section 8.2

No Violation of Purposes. In no event and under no circumstances shall the

Board make any distribution or expenditure, engage in any activity, hold any assets, or enter into

any transaction whatsoever the effect of which under applicable federal laws then in force will

cause the Corporation to lose its status as an organization to which contributions are deductible

in computing the net income of the contributor for purposes of federal income taxation.

Section 8.3

Tax Records. The Corporation shall maintain at its principal office a copy of its

application for exemption and all tax returns filed with the Internal Revenue Service. To the

extent required by law, such documents shall be made available during regular business hours for

inspection by any person requesting to see them. When applicable, the Treasurer shall be

responsible for preparing, and the Executive Board shall be responsible for reviewing and filing,

an annual information (Form 990 or 990EZ) return with the Internal Revenue Service.

Section 8.4

Annual Report. The Treasurer shall submit annually to the Board a statement

containing those details required to be included under the provisions of the NPCL, as it may be

amended from time to time or any successor statute governing Pennsylvania nonprofit

corporations or these Bylaws.

Section 8.5

Books and Records. This Corporation will keep correct and complete books and

records of account and will also keep minutes of the proceedings of its members, Board and

committees. The Corporation will keep at its registered office the original or a copy of its

Bylaws including amendments to date, certified by the Secretary of the Corporation and an

original or duplicate membership register, giving the names of the members and showing their

respective addresses, and the class and other details of membership.

ARTICLE IX

BYLAW AMENDMENTS

Section 9.1

Authority. The Bylaws may be altered, amended and/or repealed from time to

time by the affirmative vote of a majority of members.

Section 9.2

Notice. The members of the Corporation shall be given prior written notice of

any meeting of the members at which proposed changes to the Bylaws of the Corporation are to

be considered or acted upon.

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