PHILADELPHIA BUILDING SUPERINTENDENTSASSOCIATIONBY-LAWSMarch 6, 1995
ARTICLE 1 Name and Title
Section 1. This organization shall be known by the name and title “Philadelphia Building Managers and Owners Association, Inc.” Section 2. The Association shall have its headquarters, in the State of Pennsylvania.
ARTICLE 2 Regular Meetings of the Association
Section 1 The regular meetings for the transaction of business of the Association shall be held once each month except July and August. The regular meeting of the Association may be preceded by dinner. The place and time of the dinner and meeting shall be selected or approved by the Board of Directors. Should the scheduled meeting day be a legal holiday, then the meeting shall be on a day designated by the President. Section 2. The President shall, at the request of the Board of Directors, call a special meeting of the Association for the transaction of only such business as stated in the call. Section 3. At least seven (7) days advance notice in writing for all meetings shall be sent to all members. Section 4. At all regular or special meetings of the Association for the transaction of business fifteen (15) regular members shall constitute a quorum. Section 5. In the event that both the President and Vice President are absent at any meeting of the Association for the transaction of business, the next ranking officer as follows shall preside, Treasurer, Recording Secretary and Financial Secretary.
ARTICLE 3 Officers of the Association Section 1. The Officers of the Association shall consist of a President, Vice President, Treasurer, Recording Secretary and Financial Secretary.
Section 2. An officer shall perform his/her duties as an officer in good faith, in a manner he/she reasonably believes to be in the best interest of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. A person who so performs his/her duties shall not be liable by reason of having been an officer of the corporation.
ARTICLE 4 Officers and Directors, How Elected
Section 1 The annual election of Officers and Directors will take place at the regular meeting in April from a slate selected by a nominating committee, but additional nominations may be made from the floor at that meeting. Section 2. Election shall be by secret ballot and shall be proceeded with in the following order: President Vice President Treasurer Recording Secretary Financial Secretary Two Directors each year Blank lines shall be provided so that any member may vote for any other member regardless of the nominees listed.
Section 3. No member shall be elected to more than one office. No office shall be balloted for more than once at any single meeting except in cases where the vote is a tie. Section 4. The candidate receiving the greatest number of votes shall be declared elected. Section 5 No member shall be elected an officer of the Association unless he/she has been in full membership for twelve (12) months prior to his/her nomination, and at the time of his/her nomination shall be active as a manager, superintendent, chief engineer, chief electrician, maintenance chief or the equivalent. Section 6. The officers shall be elected to serve one year from date of installation, or until their successors are installed, but no officer shall be elected to the same office for more than two (2) years in succession, except the offices of Treasurer, Recording Secretary and Financial Secretary who shall not be elected to serve more than four successive full terms. Section 7. The officers-elect shall enter upon their duties at the close of the regular meeting in June. Section 8. The Nominating Committee shall prepare a ballot containing the names of the offices to be filled and a list of the nominees for each office. The ballot shall be so prepared that there will be sufficient blank spaces for as many candidates as there may be for each office to be filled. Election shall be by ballot of all the regular members present and in good standing, and the balloting to be supervised by a judge and two tellers appointed by the President. Section 9. In the event of a vacancy occurring during the year from death or other causes, the President shall direct the Secretary to notify all members that a special election will be held at the next stated meeting after the announcement of the vacancy. Nominations shall be made from the floor for such vacancies.
ARTICLE 5 Duties of the President
Section 1 It shall be the duty of the President to preside at all meetings of the Association and the Board of Directors; to preserve order and to decide upon points of order, to announce all voting and balloting of the Association and to appoint committee chairpersons to all permanent committees and assign the historian and chaplain. Section 2. The President shall be an ex officio member of all committees. He/she shall also have the right at all times to supervise the labors and books of all officers and committees of the Association, and on observing any neglect or deficiency it shall be his/her imperative duty to report the same to the Board of Directors at their next regular meeting or special meeting called. Section 3. At the completion of his/her term in office the immediate past president shall serve as ex officio for a term of one year. Section 4. The President shall have custody of the charter, the by-laws and the corporate seal of the association. He/she shall attest and affix the corporate seal to all instruments in writing when so directed by the association. Section 5. The President shall prepare all Certificates of Membership, Certificates of Merit and other certificates. The President shall perform all inductions of new members.
ARTICLE 6 Duties of the Vice President
Section 1. It shall be the duty of the Vice President to assist the President and to preserve order; and in the absence of the President to preside and in every respect to discharge the duties of the President.
Section 2. The Vice President is responsible for keeping an inventory of all assets and property of the association. The inventory of assets and property of the association is attached to these bylaws as Exhibit ‘B.’ This inventory is to be reviewed annually by the Board of Directors prior to the end of the fiscal year.
ARTICLE 7 Duties of the Treasurer
Section 1. The Treasurer shall have the custody of the funds of the Association and shall establish them in the name of the Association in such bank or trust company as the Board of Directors shall designate. All accounting procedures shall be in accordance with the attached Exhibit “A” which is included and made part of these by-laws. He/she shall pay all accounts or debts that shall have been legally contracted in accordance with these By-Laws and within the budget and prepared for payment by the Financial Secretary and approved and endorsed by the President. He/she shall keep a correct account of the receipts and disbursements, file the vouchers and report at the Board of Directors meetings of the Association the amount of expenses and of the funds in his/her hands. He/she shall prepare an annual budget for consideration by the Board of Directors at the May Directors’ meeting. He/she shall submit a complete report of the entire fiscal year for consideration by the Board of Directors and the Audit Committee at the June Directors’ meeting. The Treasurer’s records shall be presented monthly at all Directors’ meetings. Section 2. The Treasurer shall have the custody of all monies, books, documentary papers, etc. of the Association during the term of his/her office. He/she shall keep same in a suitable safe deposit box in a bank or trust company designated by the Board of Directors and at the expiration of his/her term of office or whenever called for by the President, with the consent of the Board of Directors, shall surrender them to the Association or to his/her successor in office.
Section 3. The signatures of the President, the Treasurer and the Financial Secretary shall be authorized for access to the safe deposit box; any two of these signatures will permitaccess to the safe deposit box. Each of the above is to have a key to the safe deposit box. Section 4. All checks drawn for payment shall be signed by two officers with one officer coming from each of the following two groups: Group One - President or Vice President and Group Two - Treasurer or Financial Secretary or, if neither officer in Group Two is available, the alternate would be the Recording Secretary.
ARTICLE 8 Duties of the Recording Secretary
Section 1. The Recording Secretary shall keep a record of all meetings of the Association, including the reports of the various committees, and all minutes of such meetings shall be attested by the President, and the Recording Secretary. He/she shall record the proceedings of the Board of Directors, including the reports of the various committees, and all minutes of such meetings shall be attested by the President and the Recording Secretary. He/she shall present the minutes of the meeting of the Board of Directors for their review and approval and make any changes or recommendations to the minutes as directed by the Board of Directors. He/she shall present all communications received by the association of interest to the members. Section 2. The Recording Secretary shall purchase all administrative supplies necessary for the use of the Association as directed by the President subj ect to the approval of the Board of Directors. Section 3. The Recording Secretary shall deliver all property of the association,books, papers, to the Association or to his/her successor in office when they are duly called for by the President, with the consent of the Board of Directors.
ARTICLE 9 Duties of the Financial Secretary
Section 1. The Financial Secretary shall keep a detailed record of all monies (cash/check) received in the name of the Association as follows: Initiation fees, annual dues and all other monies derived from any other source. He/she is responsible for the prompt deposit of all receivables.
Section 2. All bills must be presented to the Financial Secretary.
Section 3. Each month, the Financial Secretary shall present to the Treasurer an itemized list of all deposits (cash/check), by cost center, with deposit receipts attached. A copy of this report shall be retained by the Financial Secretary. The Financial Secretary shall make out all vouchers for payments by the Treasurer of any bills presented to the Association, which first must have the signature and approval of the President. Section 4. The Financial Secretary shall send out all bills for annual dues prior to December 31st for the following year. He/She shall also send invoices for all debts officially due the Association. Section 5. The Financial Secretary shall maintain a list of members in good standing and submit it to the Board of Directors and Membership Chairperson at the June Board of Directors’ meeting. Any revisions to the list shall be submitted to the Membership Chairperson at the next Board of Director’s meeting. Section 6. The Financial Secretary shall receive the applications of accepted candidates for membership and file same. Section 7. The Financial Secretary shall keep an up-to-date record of all members of all classes of membership.
ARTICLE 10 Board of Directors
Section 1. The Board of Directors shall consist of the President, Vice President, Treasurer, Recording Secretary, Financial Secretary, six (6) Directors and all past presidents. The Board of Directors shall abide by the Corporate Timetable attached as Exhibit ‘D.’ The organizational chart of the association is attached to these bylaws as Exhibit ‘C.’ Section 2. At the regular meeting in April, two (2) members shall be elected as Directors for a term of three years. No Director shall be eligible for immediate reelection. Section 3. If any member who is already a Director be elected an officer, his/her directorship shall immediately cease, and the Association, at the next regular meeting shall elect a member to fill his/her unexpired term. Section 4. The President may call a special meeting of the Board of Directors at anytime. Section 5. Any regular member of the Association with six (6) months good standing shall be eligible to membership as a Director. Section 6. All matters that may come up within the body of the Association that may require special consideration shall be referred to the Board of Directors and their recommendations submitted at the next regular or specially called meeting of the Association for final action. Section 7. The Recording Secretary shall record all Directors present, excused or absent as the case may be, at all meetings of the Board of Directors. A timely notice in writing including minutes of the past Board of Director’s meeting of at least five (5) days shall be sent to each Director.
Section 8. Any member of the Board of Directors who absents himselftherseif from three (3) consecutive meetings of the Board without just cause, may be dropped from membership on the Board and his/her directorship shall cease by a recommendation of the Board of Directors approved by the membership. Section 9. The Board of Directors shall meet each month except during the month of July. Section 10. A majority of the Board of Directors shall constitute a quorum. Section 11.1. A Director of the Association shall stand in a fiduciary relation to the Association and shall perform his/her duties as a director, including his/her duties as a member of any committee of the Board of Directors upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interest of the Association, and with such care, including reasonably inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties, a director 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 the Association whom the director reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such persons; or (c) a committee of the Board of Directors upon which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted. Section 11.2. In discharging the duties of their respective position, the Board of Directors, committee of the Board of Directors and individual directors may, in considering the best interest of the Association, consider the effects of any action upon employees, suppliers and customers of the Association and communities in which offices or other establishments of the Association are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of Section 11.1 hereof. Section 11.3. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director of any failure to take any action shall be presumed to be in the best interests of the Association. Section 11.4. A director of the Association shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless: (a) the director has breached or failed to perform the duties of his/her office under Section 1.1 through 11.3 hereof; and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Section 11.5. The provisions of Section 11.4 hereof shall not apply to: (a) the responsibility or liability of a direction pursuant to any criminal statute; or (b) the liability of a director for the payment of taxes pursuant to local, state or federal law.
ARTICLE 11 Committees, How Appointed
Section 1. All committee chairpersons shall be named by the President. See Exhibit ‘C’ for a list of committees. The chairpersons will select members to serve on their respective committees. Section 2. Only members in good standing may be appointed to a committee. Section 3. The chairperson of each committee shall have the privilege of discussion pertaining to the work of his/her committee. He/she shall also report when called upon at the regular and Directors’ meetings of the Association or arrange to have his/her report presented in his/her absence. Section 4. Any member of a committee absenting themself from its meetings for three (3) consecutive occasions without satisfactory cause, shall be held to have vacated the position and the chairperson of the committee shall report the same to the Preisdent at the next Board of Directors meeting. Section 5. The President may at any time appoint a temporary committee to perform some special work not outlined in these By-Laws with the approval of the Board of Directors. Section 6. The President shall have the right to terminate any committee chairperson. The President shall report same at the next Board of Directors meeting. Section 7. No Officer can be a Chairperson of a committee while an officer. This does not pertain to Directors. No member may be Chairperson of more than one (1) committee.
ARTICLE 12 Nominating Committee
Section 1. The nominating committee Chairperson shall be named by the President. The Chairperson must submit a report of committee activities at each Board of Directors meetings. Section 2. The nominating committee shall consist of three (3) regular members of the Association, none of whom shall be Officers or elected Directors, except the Directors whose terms expire at the end of the current year. The committee Chairperson shall submit a list of their committee to the President at the June meeting. Section 3. It shall be the duty of this committee to nominate one or more candidates for each of the offices, and one or more candidates for each vacancy on the Board of Directors, whose terms expire at the end of the current year, and report same at the regular meeting in March. Section 4. Only members in good standing may be nominated for any office. Section 5. The nomination committee shall prepare ballots for all elections to be held in accordance with these by-laws.
ARTICLE 13 Membership Committee
Section 1. The Membership Committee Chairperson shall be named by the President. The Chairperson must submit a report of committee activities at each Board of Directors meeting. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. Section 2. The Membership Committee shall consist of a minimum of three (3) members, It shall be the duty of this committee to inquire into the eligibility of all candidates for membership, to explain to them the purposes of the Association as set forth in the Charter, to require an expression of their full concurrence of the same, to inquire into their references as to their character, to make a personal investigation and visit the places of their employment and submit a report thereof at the next meeting of the Board of Directors. The Chairperson of this committee shall be empowered to call on other members to assist him/her when deemed necessary. Section 3. The Chairperson of the Membership Committee must receive from the candidate his/her initiation fee and dues with his/her application, which must be forwarded to the Financial Secretary, who shall sign the application. The candidate will then be voted on after being approved and recommended by the Board of Directors. Section 4. Applicants name shall be posted in the monthly bulletin prior to his/her election to membership. Following publication in the monthly bulletin candidate shall be voted on at the next regular meeting. Section 5. It shall be the duty of the Chairperson of the Membership Committee to prepare the new candidate and present him/her to the Association for induction into the membership of the Association. Section 6. The membership Committee is responsible for the marketing of the Association.
ARTICLE 14 Sickness and Distress Committee
Section 1. The Sickness and Distress Committee Chairperson shall be named by the President. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting. Section 2. The Sickness and Distress Committee shall consist of three (3) members. Their duty shall be to call and/or visit members in sickness or distress and report the same at the regular meetings of the association.
ARTICLE 15 Educational Committee
Section 1. The Educational Commitee Chairperson shall be named by the President. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting. Section 2. The Educational Committee shall consist of a minimum of three (3) members. It shall be the duty of the members of the Educational Committee to plan the educational feature for each meeting. They shall make all the necessary arrangements for the educational programs; obtain all necessary equipment to produce such programs.
ARTICLE 16 Guidebook Committee
Section 1. The Guidebook Committee Chairperson shall be named by the President. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting. Section 2. The Guidebook Committee shall consist of a minimum of four (4) members. It shall be the duty of this committee to obtain all contracts for the advertising space in the official publication of the Association, known as the “Philadelphia Building Superintendents’ Guidebook,” and to compile, edit and prepare for press all text and advertising matter that will appear in the edition of this publication for which this committee shall have been appointed. It shall be the duty of this committee to collect all accounts due the Association for the advertising space in this publication. Each ad must be paid in full prior to submitting the ad for publication in the book. Section 3. The committee shall keep a concise record of all income and expenditures in connection with the Philadelphia Building Superintendents’ Guidebook and shall submit a written report to the Board of Directors.
Section 4. All authorized expenses incurred in compiling, editing and preparing the Philadelphia Building Superintendents’ Guidebook for printing shall be paid by the Association as outlined in Exhibit ‘B’ attached to and made part of these by-laws.
ARTICLE 17 Monthly Bulletin Committee
Section 1. The Monthly Bulletin Committee Chairperson shall be named by the President. The committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting.
Section 2. The Monthly Bulletin Committee shall consist of a minimum of four (4) members. The Committee shall obtain all contracts for the advertising space available in the Monthly Bulletin, and shall be responsible for compiling, editing or arranging the text to be included in each month’s copy of the Monthly Bulletin. The Monthly Bulletin shall be published each month except July and August. Section 3. The Committee shall keep a concise record of all income and expenditures in connection with the Monthly Bulletin and shall submit a written report to the Board of Directors. It shall be the duty of this committee to collect all accounts due the Association for the advertising space in this publication. Each ad must be paid in full prior to ad being submitted for publication into the monthly bulletin. Section 4. All authorized expenses incurred in compiling, editing and preparing the Monthly Bulletin, shall be paid by the Association as outlined in Exhibit ‘B’ attached to and made part of these by-laws. Section 5. It shall be the duty of this committee to acquaint the membership with available job opportunities; to assist members to advance in their field and to aid members in the procurement of experienced personnel.
ARTICLE 18 Conference Committee Section 1. The Conference Committee Chairperson shall be named by the President. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting. Section 2. The Conference Committee shall consist of a minimum of four (4) members. It shall be the duty of the Conference Committee to make all arrangements for and to conduct affairs as approved by the Board of Directors.
ARTICLE 19 Auditing Committee
Section 1. The auditing Committee Chairperson shall be named by the President. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting. Section 2. The Auditing Committee shall consist of three (3) members. It shall be the duty of this committee to make an audit of the books of the Treasurer and the Financial Secretaiy at the end of the fiscal year and make a written report to the Association. Section 3. It shall also be the duty of this committee to make an audit of the books of the Treasurer and the Financial Secretary at any time when so directed by the President or at any tinte when requested by at least ten (10) regular members. Section 4. An outside audit shall be performed at the end of every President’s term of office as directed by Board of Directors.
ARTICLE 20 Golf Outing Committee
Section 1. The Golf Outing Committee Chairperson shall be named by the President. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting. Section 2. The Golf Outing Committee shall consist of a minimum of four (4) members. It shall be the duty of this committee to plan and to make all arrangements for the golf outing.
ARTICLE 21 - Regular Meeting Committee
Section 1. The Regular Meeting Committee Chairperson shall be named by the President. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting. Section 2. The Regular Meeting Committee shall consist of a minimum of three (3) members. It shall be the duty of this committee to make all arrangements for the regular meetings of the Association.
ARTICLE 22 - Advertisers Night Committee
Section 1. The Advertisers Night Committee Chairperson shall be named by the President. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting. Section 2. The Advertisers Night Committee shall consist of a minimum of three (3) members. It shall be the duty of the Committee to work in conjunction with the regular meeting Committee to set up and arrange the trade show portion of Advertisers Night.
ARTICLE 23 - By-Laws Committee
Section 1. The By-Laws Committee Chairperson shall be named by the President. The Committee Chairperson shall submit a list of their committee to the President at the June meeting. The Chairperson must submit a report of committee activities at each Board of Directors meeting. Section 2. The By-Laws Committee shall consist of four (4) members. One (1) member shall be appointed each year for a term of four (4) years. Section 3. It shall be the duty of this committee to discuss any suggested additions or amendments to the By-Laws and to make recommendations to the Board of Directors in writing.
ARTICLE 24 - By-Laws, How Repealed and Amended
Section 1, These By-Laws may be repealed or amended by a two-thirds vote of the regular members of the Association present and voting at any regular meeting thereof provided the proposed amendment shall first have been submitted to the Bylaw Committee in writing, who takes the amendment under consideration and gives its recommendation to the Board of Directors. If the Board of Directors vote to proceed with the amendment, the President will report to the regular members for vote at a regular meeting of the Association and written notices thereof given to the members at large. Section 2.
Members shall receive one month’s notice of all proposed changes in the By-Laws, and should action be deferred shall be again notified. Section 3. These By-Laws shall not be suspended except by a written notice of one month and then by a two-thirds vote of the members present and voting at the next stated meeting. Section 4. The foregoing By-Laws became effective on March 13, 1930 and were amended September 6, 1938, October 6, 1942, June 6, 1943, May 1, 1945, September 4, 1945, December 4, 1945, November 5, 1946, April 1, 1947, July 8, 1947, December 3, 1957 and amended in their entirety May 3, 1960. Amended May 3, 1967, October 4, 1972, May 2, 1973,June 4, 1980, November 4, 1981 October 31, 1984 and June 6, 1994. Amended and restated in their entirety March 6, 1995.
ARTICLE 25 - Members h p
Section 1. There shall be four (4) classes of membership: (a) Regular Members (b) Life Members (c) Associate Members (d) Honorary Members
ARTICLE 26 - Regular Members
Section 1. The Membership of the Association shall consist of anyone who is engaged in the management andlor operation of one or more buildings. Section 2. The application for membership shall contain the names of three (3) responsible members of the Association, at least one a regular member, who shall vouch for the candidate’s good moral character. The initiation fee and dues shall accompany the application which on being received by the Membership Committee shall be referred to the Board of Directors. On approval of the application by the Board of Directors the name of the applicant will be published in the Monthly Bulletin before being presented to the membership. A candidate shall be considered elected if he/she received a majority vote of the members present and voting, at the regular Meeting in which the announcement appears in the Monthly Bulletin. If candidate fails to receive a majority vote, he/she shall be rejected and his/her application fee and dues returned. A person so rejected shall not be eligible for membership until six (6) months shall have elapsed from the date of rejection. Should he/she again be rejected, it shall be final.
Section 3. Every candidate on being admitted to membership shall receive an approved certificate of membership with the corporate seal affixed, a copy of the By-Laws, guidebook and PBSA pin and on payment of his/her dues shall receive a membership card. Each member shall on changing his/her address, notify the Recording Secretary immediately. Section 4. On a recommendation by the Board of Directors, regular membership may be transferred from one member to another eligible employee of the same building, institution or company, with the approval of the member, provided written request for such transfer of membership is made by the employer of said member, and provided the dues of the member from whom the transfer is to be made are paid for the current year. Such application for transfer shall take the same procedure as an application for new membership. No initiation fee shall be required for a transfer of membership. Section 5. Upon approval of the Board of Directors a regular member who leaves his/her employment or for some reason does not qua1ify as a regular member under Article 26, Section 1, may retain his/her membership if requested provided he/she abides by the by-laws of the Association. This membership may be withdrawn at any time at the discretion of the Board of Directors.
ARTICLE 27 - Life Members
Section 1. Any regular member of the Association who has contributed long and meritorious service to the Association, and who has retired from business, may be eligible for Life Membership in the Association upon a recommendation by the Board of Directors, and a two thirds vote of the members present and voting at the regular meeting at which the recommendation is presented. In acquiring Life Membership, a member shall enjoy all the privileges of a regular member, but he/she shall be exempt from the payment of annual dues and the cost of dinners preceeding the monthly meetings of the association.
ARTICLE 28 - Associate Members
Section 1. Associate Membership may be acquired by any person engaged in a trade or corporation having connection with, or incident to the operation of a building, who shall make written application therefor, with the initiation fee. Such application shall then take the same course as an application for Honorary Membership (see Article 29), and voting thereon shall be the same as in the case of regular members.
Section 2, The Association may, if they so desire, cancel any and all Associate Memberships at any time, by returning the dues paid in advance for any period beyond the time of cancellation, by a two-thirds vote at any regular meeting of the Association. Section 3. Associate Members shall enjoy all the rights and privileges of regular members, except they shall not have the right to vote or hold office, nor shall they have any title to or interest in the assets of the Association. Associate Members shall have the right of discussion on any matters pertaining to the Association when called upon by the presiding officer or by a majority of the members present at any meeting. Section 4. There shall be no more than one (1) Associate Member to each three (3) regular members. Section 5. Anyone who has been an Associate Member in good standing continuously for a period of ten years may on a recommendation by the Board of Directors and the approval of the Association become a regular member, and a certificate of regular membership be issued to him/her. He/she will then have all the rights, privileges and obligations of a regular member. Section 6. In the event of an Associate Member changing his/her employment, his/her membership shall cease, requiring him/her to re-submit an Application of Membership putting him/her in the first position for future Associate Membership. The original employer shall have the right to name another employee to fill the position of the departing Associate Member by filling out an application and with the payment of proper fees.
ARTICLE 29 - Honorary Members
Section 1. Honorary Membership may be conferred, if and when the Board of Directors reconimend that honor upon any deserving person, by a three-fourths vote of the Directors present who shall then submit the motion to confer the honor to the members of the Association; this recommendation must be approved by a majority of the members present at a regular meeting and removed by a three-fourths majority vote.
Section 2. Honorary Members shall not be obligated to the payment of dues, and shall not have the right to vote or to hold office, but shall enjoy all other privileges of the Association allowed to regular members in good standing and shall be subject to all the rules of the regular membership except that they shall not have any title to, or interest in the assets of the Association. Section 3. Honorary Members shall have the right of discussion on any matters pertaining to the Association when called upon by the presiding officer or by a majority vote of the members present at any meeting.
ARTICLE 30 - Resignation of Members
Section 1. A member may resign from the Association by so signifying in open meeting personally or in writing, if clear on the books and free from charges.
ARTICLE 31 - Termination of Membership
Section 1. Upon the death, resignation, suspension or expulsion of a member, all his/her rights and interests in the Association and in its property shall wholly cease and terminate; but he/she shall not thereby be released from any liability to the Association for any dues, assessments or other indebtedness which had accrued prior to the time he/she ceased to be a member.
ARTICLE 32- Reinstatement of Members
Section 1. Any member whose name may have been stricken from the roll for nonpayment of dues may make application for reinstatement. If said application is favorably recommended by the Board of Directors, thereafter it must be approved by three-fourths of the members of the Association present and voting at the next regular meeting, provided however that the application be accompanied by current dues and initiation fee.
Section 2. Any member who shall have resigned, may be reinstated on a recommendation by the Board of Directors by a three-fourths vote of the members of the Association present, when such application is submitted for acceptance and by paying the Association a reinstatement fee in the same amount as the initiation fee.
Section 3. If an application for reinstatement is refused, a similar application cannot be entertained until six (6) months have expired after the date ofrejection.
ARTICLE 33 - Membership Cards
Section 1. At as early date as possible after the first day of January, upon payment of dues, a membership card shall be issued to each member. These cards must be shown when called for.
ARTICLE 34 - Dues, Fees and Arrears
Section 1. The dues and fees of the Association for regular members and associate members shall be amounts recommended by the Board of Directors, and approved by a two- thirds vote of the regular members present and voting at any regular meeting thereof, provided a thirty (30) day notice shall have been sent to all regular members. Dues and fees shall apply to all classes of membership except Honorary and Life Members. Any member whose dues and fees are not paid by July ~ is in arrears and shall not be entitled to vote, or to take part in the discussions of the Association, and will be dropped from membership thirty days after notice has been sent to the delinquent member by certified mail. Section 2. Upon a review of the Board of Directors, a member owing monies for the benefit of the Association must settle for same, otherwise the amount of same shall be charged against him as dues at the end of a thirty (30) days’ notice.
ARTICLE 35- Charges Against Members
Section 1.
A member may be suspended or expelled for conduct detrimental to the interests of the Association, or for using the name of the Association unwarrantably for the purpose of obtaining goods or money, and if an officer or member of any committee, may also be removed from office, but no member shall be suspended or expelled until written and signed charges shall have been presented to the Board of Directors. The Board of Directors shall then investigate the charges, and if by a majority vote they are satisfied that the charges are made with foundation, they shall serve a copy thereof on the member against whom the charges are made. They shall give not less than two (2) weeks’ notice of the time and place of hearing answer to such charges, when they shall proceed to take testimony and hear witnesses. They shall hold such trial without restrictions of technical rules of evidence and shall freely and fully investigate and hear each side who shall present his/her contention. After hearing the same, they shall proceed to ballot upon the guilt or innocence of the member accused. If the ballot shall be favorable to the accused, the charges shall be dismissed; if by majority ballot he/she shall be found guilty, the Board shall then refer the findings to the Association for final action. No such member may be expelled except by a majority vote of the members of the Association present and voting; however, any member so expelled shall never again be accepted into membership thereafter,
ARTICLE 36- Funds How Obtained
Section 1. The funds of the Association shall be derived from the following sources: initiation fees, dues, sale of tickets to any event or function, publications, advertising or other media of exchanging ideas of interest or promulgating the ideas and principles of the Association, bequests, or voluntary contributions from members or guests.
ARTICLE 37 - Funds How Applied
Section 1. The funds of the Association shall be appropriated for the following purposes: for all necessary expenses in connection with the Association or any meeting or public gathering authorized by the Association for charity, education and for any and all charges permitted by these By-Laws.
ARTICLE 38- Budget
Section 1. The Board of Directors shall consider and approve an operating budget for the following year which has been prepared as outlined on the attached Exhibit “B” which is included and made part of these by-laws.
Section 2. The budget as approved by the Board of Directors will be presented to the membership at the end of each fiscal year.
ARTICLE 39- Fiscal Year
Section 1. The Fiscal Year of the Association shall end on the thirtieth day of June each year.
ARTICLE 40- Association’s Insignia and Seal
Section 1. The insignia of the Association shall be an irregular circle with the following inscription: PHILADELPHIA BUILDING SUPERINTENDENTS ASSOCIATION, INC., with Independence Hall, Philadelphia, as an insert in the design thereon impressed.
Section 2. The Corporate Seal of the Association shall be an outer circle of rope pattern and an inner dotted circle, with the following inscription between: PHILADELPHIA BUILDING SUPERINTENDENTS ASSOCIATION, INC., with the date 1930 as an insert, in the center in the design thereon impressed.
ARTICLE 41- Rules Of Order
Section 1. The rules of order as prescribed in “Robert’s Manual of Parliamentary Practice” shall govern the proceedings at all meetings of the Association and of the Board of Directors in so far as they do not conflict with these By-Laws.
ARTICLE 42- Ways and Means
Section 1. All measures adopted by the Board of Directors shall be submitted to the Association for ratification unless otherwise provided for by these By-Laws. If the measure shall be referred back to the Board of Directors for modification, when modified, it shall again be submitted to the Association for ratification or rejection at the next regular meeting.
ARTICLE 43- Restrictions
Section 1. No member shall have the authority to submit or furnish the membership mailing list or guidebook to any person or persons unless such request shall have been made in writing to the Association for the Board of Directors’ consideration. Said request then can be granted only by a majority vote of the Board of Directors.
ARTICLE 44- Indemnification of Officers, Directors, Employees and Agents
Section 1. The Association shall indemnify any director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to, or who is called as a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Association, by reason of the fact that he/she is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him/her in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 2. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 44 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract vote of members of directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office. It is the policy of the Association that indenmification of, and advancement of expenses to, directors and officers of the Association shall be made to the fullest extent pennitted by law. To this end, the provisions of this Article 44 shall be deemed to have been amended for the benefit of directors and officers of the Association effective immediately upon and modification of the NPCL or any modification, or adoption of any other law that expands or enlarges the power or obligation of corporations organized under the NIPCL to indemnify, or advance expenses to, directors and officers of corporations. Section 3. The Association shall pay expenses incurred by an officer or director, and may pay expenses incurred by any other employee or agent, in defending an action, or proceeding referred to in this article 44 in advance of the final disposition of such action 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 he/she is not entitled to be indemnified by the Association. Section 4. The indemnification and advancement of expenses provided by or granted pursuant to, this Article 44 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 5. The Association shall have the authority to create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these bylaws or otherwise. This authority shall include, without limitation, the authority to: (a) deposit funds in trust or in escrow; (b) establish any form of self-insurance; (c) secure its indemnity obligations by grant of a security interest, mortgage or other lien on the assets of the Association; or (d) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this Article 44. The provisions of this Article 44 shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in section 1 of this Article 44 but whom the corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the NPCL or otherwise. The authority granted by this section 5 shall be exercised by the Board of Directors of the Association. Section 6. The Association shall have the authority to enter into a separate indemnification agreement with any officer, director, employee or agent of the Association or any subsidiary providing for such indemnification of such person as the Board of Directors shall determine up to the fullest extent permitted by law. Section 7. As soon as practicable after receipt by any person specified in section 1 of this Article 44 of notice of the commencement of any action, suit or proceeding specified in section 1 of this Article 44 such personal shall, if a claim with respect thereto may be made against the Association under Article 44 of these Bylaws, notify the Association shall not relieve the Association from any liability under Article 44 of these Bylaws unless the Association shall have been prejudiced thereby or from any other liability which it may have to such person other than under Article 44 of these Bylaws. With respect to any such action as to which such person notifies the Association of the commencement or threat thereof, the Association may participate therein at its own expense and, except as otherwise provided herein, to the extent that it desires, the Association, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel selected by the Association to the reasonable satisfaction of such person. After notice from the Association to such person of its election to assume the defense thereof, the Association shall not be liable to such person under Article 44 of these Bylaws for any legal or other expenses subsequently incurred by such person in connection with the defense thereof other than as otherwise provided herein. Such person shall have the right to employ his/her own counsel in such action, but the fees and expenses of such counsel incurred after notice from the Association of its assumption of the defense thereof shall be at the expense of such person unless: (a) the employment of counsel by such person shall have been authorized by the Association; (b) such person shall have reasonably concluded that there may be a conflict of interest between the Association and such person in the conduct of the defense of such proceeding; or (c) the Association shall not in fact have employed counsel to assume the defense of such action. The Association shall not be entitled to assume the defense of any proceeding brought by or on behalf of the Association or as to which such person shall have reasonably concluded that there may be a conflict of interest. If indemnification under Article 44 of these Bylaws or advancement of expenses are not paid or made by the Association, or on its behalf, within 90 days after a written claim for indemnification or a request for an advancement of expenses has been received by the Association, such person may, at any time thereafter bring suit against the Association to recover the unpaid amount of the claim or the advancement of expenses. The right to indemnification and advancements of expenses provided hereunder shall be enforceable by such person in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Association. Expenses reasonably incurred by such person in connection with successfully establishing the right to indemnification or advancement of expenses, in whole or in part, shall also be indemnified by the Association. Section 8. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Association would have the power to indemnify him/her against such liability under the provisions of this Article 44.
EXHIBIT “A” - List of Property of the Association
GAVEL & STONE PODIUM CHARTER CORPORATE SEAL MEMBERSHIP CERTIFICATES MEMBERSHIP PINS CURRENT INSURANCE CERTIFICATES ROUND TABLES (9) PASSBOOK SAVINGS ACCOUNT BOOK CERTIFICATES OF DEPOSIT SAFE DEPOSIT BOX KEYS (3) POST OFFICE BOX KEYS (2) PBSA RETURN ADDRESS STAMP (2) PBSA DEPOSIT ONLY STAMP (2) OLD COPIES OF GUIDEBOOKS RECEIVED STAMP OLD COPIES OF MONTHLY BULLETINS MISCELLANEOUS STAMPS STATIONARY BANNER BADGES MINUTES OF MEETINGS 75TH ANNiVERSARY PLAQUE FROM NYBMA FINANCIAL FILES TAX FILES BY-LAW FILES CHARTER FILES NON PROFIT FILES
PRESIDENTS (2) DRAWER FILE CABINET WITH MISCELLANEOUS FILES MEMBERSHIP FILES
EXHIBIT “B” -Accounting Control Objectives and Procedures For The Organization
* All bank accounts and check signers should be authorized by the Board of Directors.
* Two signatures shall be required for every check in accordance with the By-Laws.
* The check signer should review all supporting documentation.
* No check shall be signed in advance.
* All checks must be returned to the preparer after signing.
* Checks should be prepared only after proper matching of supporting Documentation (vendor’s invoice, receiving report, purchase order, etc.).
* All checks must be promptly and accurately recorded upon issuance.
* The clerical accuracy of disbursements should be checked.
* All checks should be prenumbered, the sequence accounted for and all unissued Checks controlled.
* All voided checks/documents should be canceled and retained.
* A budget must be developed for each yearly expenditure.
* All expenditures exceeding the budgeted amount must be approved by the Board Of Directors.
* Restricted endorsements (e.g., For Deposit Only) should be placed on check remittances upon receipt.
* All receipts (cash/check) should be stored in a secure location until deposited.
* All receipts (cashlcheck) should be deposited promptly and intact and recorded accurately as to account, amount and period.
* All bank accounts should be reconciled regularly.
* The list of daily cash receipts should be used in reconciliation.
Page Two
Exhibit “B”
A monthly Treasurers’ report shall be submitted to the Board of Directors and the Audit Committee at each Directors’ meeting. Copies of all income deposit and expense receipts should be attached to the monthly report.
* A yearly profit and loss statement must be maintained and submitted to the Board Of Directors and the Audit Committee at the June Directors’ meeting.
* No records shall be kept in loose leaf books. There shall be no erasures of any entry; rather such entry, in the event of error, shall be lined out.
* A safety deposit box should be used for the storage of all valuable documents and certificates.
* Adequate insurance should be provided to protect the Association. FBSA TREASURER’S REPORT MONTH OF:
BEGINNING BALANCE INCOME: CORPORATE GUIDEBOOK MONTHLY BULLETINS GOLF OUTING MEMBERSHIP ANNUAL BALL MONTHLY DINNER MTG. INTER-CITY EDUCATION MISC. PLEDGES
EXPENSES: CORPORATE GUIDEBOOK MONTHLY BULLETINS GOLF OUTING MEMBERSHIP ANNUAL BALL MONTHLY DINNER MTG. INTER-CITY EDUCATION MISC. PLEDGES
ENDING BALANCE
CERTIFICATE OF DEPOSIT AS OF __________________
PASSBOOK SAVINGS ACCOUNT BALANCE AS OF ________ =
NOTE: COPIES OF ALL INCOME DEPOSIT AND EXPENSE RECEIPTS ARE ATTACHED.
EXHIBIT C- April 27, 1994
PHILADELPHIA BUILDING SUPERINTENDENTS’ ASSOCIATION
BOARD OF DIRECTORS
OFFICERS
President Vice President Treasurer Recording Secretary Financial Secretary
DIRECTORS 3rd Year Director 2~ Year Director 1st Year Director 3rd Year Director 2~ Year Director 1st Year Director
EXHIBIT C-2 April 27, 1994
PHILADELPHIA BUILDING SUPERINTENDENTS’ ASSOCIATION
COMMITTEES Nominating Conference Membership Auditing Sickness and Distress Golf Outing Educational Regular Meeting Guidebook Advertiser’s Night Monthly Bulletin By-Laws
APPOINTMENTS Historian Luncheon Coordinator
Chaplan PHILADELPHIA BUILDING SUPERINTENDENTS ASSOCIATION CORPORATE TIMETABLE
EXHIBIT “D”
JANUARY
* BOARD MEETING * REGULAR MEETING
FEBRUARY
* BOARD MEETING * REGULAR MEETING
MARCH
* BOARD MEETING * REGULAR MEETING * NOMINATING COMMITTEE PRESENTS CANDIDATES TO MEMBERSHIP * MONTHLY BULLETIN AD INFORMATION FOR SEPTEMBER TO BE DISTRIBUTED
APRIL
* BOARD MEETING * REGULAR MEETING * ANNUAL ELECTION * PRESIDENT ELECT TO BEGIN SELECTING COMMITTEE CHAIRPERSONS, WHO IN TURN SELECT THEIR COMMITTEE MEMBERS TO BE SUBMITTED BY THE PRESIDENT IN JUNE * GUIDEBOOK AD INFORMATION TO BE MAILED
MAY
* BOARD MEETING * REGULAR MEETING / GOLF OUTING
JUNE
* BOARD MEETING * REGULAR MEETING * OFFICERS ELECT ENTER UPON THEIR DUTIES AT CLOSE OF REGULAR MEETING * FINANCIAL SECRETARY TO SUBMIT MEMBERSHIP REPORT TO BOARD OF DIRECTORS * COMMITTEE CHAIRPERSONS TO SUBMIT LIST OF COMMITTEE MEMBERS TO THE PRESIDENT FOR PUBLICATION. * VICE-PRESIDENT TO REVIEW ASSOCIATION’S PROPERTY INVENTORY
* AUDITING COMMITTEE TO AUDIT THE BOOKS OF THE TREASURER AND FINANCIAL SECRETARY AND REPORT TO THE ASSOCIATION * SEPTEMBER’S MONTHLY BULLETIN MUST BE SUBMITTED FOR PRINT
Page Two Exhibit “D”
JULY
* NO BOARD MEETING * NO REGULAR MEETING * NO MONTHLY BULLETIN
AUGUST
* BOARD MEETING * NO REGULAR MEETING * NO MONTHLY BULLETIN
SEPTEMBER
* BOARD MEETING * REGULAR MEETING
OCTOBER
* BOARD MEETING * REGULAR MEETING
NOVEMBER
* BOARD MEETING * REGULAR MEETING / ADVERTISER’S NIGHT * PUBLICATION OF GUIDEBOOK TO BE DISTRIBUTED TO ASSOCIATION MEMBERS
DECEMBER
* BOARD MEETING * REGULAR MEETING / HOLIDAY PARTY
Page Two Exhibit “D”
JULY
* NO BOARD MEETING * NO REGULAR MEETING * NO MONTHLY BULLETIN
AUGUST
* BOARD MEETING * NO REGULAR MEETING * NO MONTHLY BULLETIN
SEPTEMBER
* BOARD MEETING * REGULAR MEETING
OCTOBER
* BOARD MEETING * REGULAR MEETING
NOVEMBER
* BOARD MEETING * REGULAR MEETING / ADVERTISER’S NIGHT * PUBLICATION OF GUIDEBOOK TO BE DISTRIBUTED TO ASSOCIATION MEMBERS
DECEMBER
* BOARD MEETING * REGULAR MEETING / HOLIDAY PARTY
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