About PBPA

Welcome to The Paoli Business & Professional Association

Be a part of the POWER OF PAOLI!  We want to make Paoli even better, more community centered, more walkable, more beautiful, more pedestrian friendly, more reasons to linger and enjoy.  We need you to believe and help. Join us now – because the “power of businesses” working together will make it happen.

Debbie Cornell Naughton
President
Paoli Business & Professional Association

 

PAOLI BUSINESS AND PROFESSIONAL ASSOCIATION BY-LAWS

ARTICLE I – NAME

The name of this organization shall be the Paoli Business and Professional Association herein called the PBPA.

ARTICLE II – PURPOSE

The PBPA is a non-profit organization which promotes better business for the mutual interest of the greater Paoli community.

ARTICLE III – ADDRESS

The address of PBPA shall be PO Box 550, Paoli, Pennsylvania, 19301-0550 or such other location in Pennsylvania as the Board may from time to time determine.

ARTICLE IV – MEMBERSHIP

  1. The membership of PBPA shall consist of Regular Members and Associate Members.
  2. Any individual, business, association or corporation located in or doing business in the greater Paoli community and committed to the purposes of this association may become a Regular Member of PBPA.
  3. Any individual or group of non-business persons residing in, or having interest in the Paoli community may become an Associate Member.  An Associate member may attend meetings and receive regular member communications.  An Associate Member may not vote or hold elected office.
  4. Regular or Associate Membership shall be granted to any qualifying individual or entity which submits a  completed application and payment of the current year’s dues and which receives approval of at least two-thirds of the Members present at a meeting of the Board of Directors. 
  5. The Regular and Associate Membership Year shall be from September 1 through August 31.
  6. The Fiscal Year shall be from September 1 through August 31.
  7. Any Regular or Associate Member whose dues shall remain unpaid for three (3) months shall, upon written notice from PBPA, cease to be a member of PBPA and will be removed from the membership directory and the website directory, but shall not be entitled to any refund of dues paid.
  8. Members may be suspended for cause upon two-thirds (2/3) vote of the Board Members present at any board meeting, provided that one (1) month’s notice shall be given in writing to the offending Member.  Cause shall consist of those acts as determined by the Board of Directors and announced at the Membership meeting from time to time, which acts are considered to be detrimental to the interests of the Association in the sole opinion of the Board.  A Member shall not be suspended for cause unless such cause has been defined and announced by the Board of Directors in advance of the commission of the act upon which the suspension is based and such cause is identified in writing to the offending Member.
  9. Upon written request signed by the former Member and filed with the Secretary of the Association, the Board of Directors may re-instate such former Member to Regular or Associate Membership upon such terms as the Board of Directors may deem appropriate.
  10. Regular or Associate Membership is neither transferrable nor assignable.
  11. A member may not author and/or send any correspondence on behalf of the Association which reflects his/her personal views without the approval of the Board.


ARTICLE V – OFFICERS

  1. The Officers of PBPA shall be elected by the affirmative vote of a majority of the Regular Members present at the Annual Meeting of the General Membership and shall include a President, three (3) Vice Presidents, a Secretary and a Treasurer. The President, Secretary and Treasurer shall hold office for two (2) years.  The Secretary and Treasurer are to be elected on the off years of the President’s election.  The Vice Presidents shall be elected for a three (3) year term on a rotating basis.  A regular member is eligible to be elected President if that member has served on the Board for two (2) years.   A Director is eligible to be elected Vice President if that Director has been on the Board for one (1) year unless no other candidates are so identified. A regular member is eligible to be elected, Secretary or Treasurer if that member has been a member of PBPA for one (1) year, unless no other candidates are so identified.
  2. The President shall be the Chief Executive Officer of the Association.  The President shall have the following Duties:
    1. To maintain general and active management responsibility for the affairs of the Association;
    2. To preside at all meetings of the Members and the Board of Directors;
    3. To call Board of Directors and Membership Meetings;
    4. To be an ex-officio Member of all committees;
    5. To appoint members of all committees created by the Board or by these bylaws; and
    6. To chair the Executive Committee
    7. The Vice-Presidents shall act as the President in the event of the absence or incapacity of the President, whether temporary or permanent, and shall perform such other duties as may be required from time to time. 
    8. The Secretary of the Association shall have the following duties:
      1.  To attend all Meetings of the Board of Directors and to act as Clerk, recording all of the votes of the Association and the minutes of its transactions in a permanent record and to see that said duties are performed for General Meetings;
      2. To give or cause to be given notice of all meetings of the Members and of the Board of Directors;
      3. To notify Members of their appointments to committees;
      4. To maintain custody of all papers and documents and information necessary for the performance of the duties imposed upon any committees or Officers, as well as maintaining custody of the corporate seal, and when authorized, to affix the seal to any instrument requiring its affixation;
      5. To maintain a list of all Members of the Association;
      6. To transact any correspondence necessary;
      7. To restore to the Association at the end of his/her departure from office all records and any and all other property of whatever kind belonging to the Association including any property created by the Secretary in fulfillment of his/her responsibilities to the Association; and
      8. To perform other duties as may be prescribed by the President.
      9.  The Treasurer of the Association shall have the following duties:
        1.  To maintain responsibility for all financial record-keeping of the Association and to keep full and accurate accounts of receipts and disbursements of PBPA;
        2. To report on the financial condition of the Association at every meeting of the Board of Directors and to make such report(s) available to the Board on a monthly basis;
        3. To collect all monies due the Association, duly recording each transaction, and deposit such funds in the name of the PBPA with such depository as the Board of Directors may prescribe;
        4. To make such disbursements as may be approved by the Board of Directors, all such disbursements being by check signed by the appropriate officers as the Board of Directors may prescribe or by means of electronic check or by transfer, subject to the limitations set forth under Article VI. 5.
        5. To restore to the Association at the end of his/her departure from office all records, books, papers, vouchers, money and other property of whatever kind belonging to the Association or created by the Treasurer in fulfillment of his/her responsibilities to the Association; and
        6. To perform other duties as may be prescribed by the President or the Board of Directors. 
        7. One person may jointly hold the offices of Secretary and Treasurer of the Association if deemed advisable by the Board of Directors.
        8. An officer of the Association may not author and/or send any correspondence on behalf of the Association which reflects his/her personal views without the approval of the Board.
        9. If the position of any Officer becomes vacant, by an increase in the number of Directors or by reason of resignation, death, disqualification or otherwise, the Board of Directors may chose a successor or successors who shall hold office for the unexpired term.

 

ARTICLE VI – DIRECTORS

  1. The business and affairs of the Association shall be managed by a Board of Directors, except as otherwise required by statute, by these Bylaws or by resolution duly adopted by the Board.
  2. A regular member is qualified to be elected to the position of Director provided that the member has been a member for ninety (90) consecutive calendar days.
  3. The Board shall consist  of the current Officers of the Association, the immediate Past-President and nine (9) Directors, three (3) of whom shall be elected each year for a three (3) year term by the affirmative vote of a majority of the members present at the Annual Meeting of the General Membership in June.  Directors shall serve no more than three (3) consecutive terms, unless there are no other qualified candidates
  4. If the position of any Director becomes vacant by an increase in the number of Directors or by reason of resignation, death, disqualification or otherwise, the remaining Directors may chose a successor or successors who shall hold office for the unexpired term.
  5. The Board of Directors shall have general supervision of the affairs of the Association and shall approve in advance all major expenditures in excess of Two Hundred and Fifty Dollars ($250.00), unless previously appropriated, budgeted for, or in the event that the funds have been previously collected for that expenditure. 
  6.  The Board of Directors may perform, but shall not be required to perform, an annual review of the financial records of the Association.  In the event that such review is performed, the results shall be reported to the Members at the next regularly scheduled meeting following the completion of the review.  
  7. The Board of Directors may cause to be retained on a fee basis any professional services deemed necessary to enable the Board to achieve its designated role in the pursuit of the purposes of the Association.  These services may include but are not limited to administrative, accounting, secretarial, bookkeeping, legal, and promotional services.
  8. Regular meetings of the Board of Directors shall be held monthly (with the exception of July and August) or at such other time as fixed by the President.  Written or personal notice of every meeting of the Board of Directors shall be given to each director at least five (5) days prior to the meeting along with a copy of the proposed agenda.  Special meetings may be called at the discretion of the President or as may be so called pursuant to these Bylaws.
  9. A meeting of the Board of Directors duly called shall not be organized for the transaction of business unless a quorum is present. The presence, in person or by proxy, of Directors entitled to cast at least a majority of the votes that all Directors are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter.
  10.   Any action which may be taken at a Meeting of the Board of Directors may be taken by a Member of the Board of Directors without a meeting if verbal or electronic consent of a majority of the Board is obtained by the President and/or Secretary of the Association and written notice of the consent is ratified by the majority and the written ratification is filed with the secretary.
  11. If any Director or Officer shall be absent from three (3) consecutive meetings of the Board of Directors, the remaining Directors may at their discretion declare that Office vacant without further action by the Association and fill the vacancy in the manner described by these Bylaws.
  12. The Board of Directors may, from time to time, elect a Director Emeritus who has served as a Board member or Officer for ten (10) years, or has provided outstanding service to the Association.  A Director Emeritus shall have all the rights as a Director. However for a newly elected Director Emeritus, his or her right to vote shall be limited to a period of five (5) years from the date of their Election.  For all current Director Emeritus, their right to vote shall be limited for a period of five (5) years from July 1, 2010 until July 1, 2015.
  13. A Director of the Board may not author and/or send any correspondence on behalf of the Association which reflects his/her personal views without the approval of the Board.

 

ARTICLE VII – COMMITTEES

  1. The Board of Directors may, by adoption of a resolution, create or terminate committees and/or appoint liaisons to other Boards, Townships or other organizations, at any time.  Members of the Association may accept appointment to such committees within the Association which exist for whatever purposes deemed appropriate by the Board of Directors, and shall have such power and authority as designated by the Board, but in no event, shall any committee have the power or authority to (a) fill any vacancy on the Board; (b) adopt, amend or repeal the Bylaws; (c) Amend or repeal any resolution of the Board; and (d) act on any matters outlined by these Bylaws or by resolution of the board to another committee of the Board.
  2. At the request of the President, the Chair of each committee shall submit a report at the Annual meeting and at all regular Board Meetings.
  3. There shall be five (5) standing committees, unless expanded or reduced by the Board. 

(a)    The Executive committee shall be chaired by the President and shall consist of the President, Past-President, Treasurer, Secretary and the three Vice Presidents.  They shall act on behalf of the Board between meetings and support and review the planning process;

(b)   The Finance committee shall be chaired by the Treasurer; and shall be responsible for the budget, review, dues, and insurance.

(c)    The Membership Committee shall be chaired by one (1) of the three (3) Vice-Presidents and shall be responsible for membership solicitation and retention, board nominations, ballot preparation, board orientation and nominations for awards;

(d)   The Programming Committee shall be chaired by one (1) of the three (3) Vice-Presidents and shall be responsible for monthly meetings, annual banquet, and special events; and

(e)   The Public Relations Committee shall be chaired by one (1) of the three (3) Vice-Presidents and shall be responsible for the website, promotion, advertising, marketing and all printed material.

ARTICLE VIII – MEETINGS

  1. General Meetings of the Association shall be held monthly except July and August or as may otherwise be so designated in advance by the Board.  The Annual Meeting shall be held in June
  2. Each regular member present at any General Meeting shall be entitled to one (1) vote on issues which are to be decided at General Membership Meetings.  These issues are the issues customarily discussed in connection with the general policies of the Association.
  3. Notice of every meeting of the membership stating the time and place shall be given at least five (5) days prior to the meeting. Special meetings of the Board of Directors may be called by the President or upon written request to the President by three (3) Directors or six (6) Members of the Association.  The Secretary shall notify each Member of the purpose, time and place of Special Meetings at least three (3) days in advance.
  4. At all meetings of the Association and of the Board of Directors, all principal motions, resolutions and reports shall be recorded by the Secretary.  In the absence of the Secretary, the President shall appoint an acting Secretary for this purpose.
  5. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement of the meeting at which such adjournment is taken.

 

 

ARTICLE IX – NOMINATIONS

  1. At the March meeting of the Board of Directors, the President shall appoint a Nominating Committee whose duty shall be to give to the Secretary, for inclusion in the Notice of the June General Meeting, the names of the Members they propose for election at the Annual Meeting.
  2. Members attending the June meeting shall retain the right to nominate from the floor.

 

 

ARTICLE X – DUES

  1. The Board of Directors shall at the Annual Meeting determine and announce the amount of the Annual Dues to be paid by the membership for the coming year.
  2. Notice of dues payable shall be sent to all members during the month of August   A Renewing Member who has not paid his/her full dues by November 30th of each calendar year shall be considered delinquent, shall lose all rights and privileges due to a member of the Association, including voting rights, and shall be removed from the membership directory listing and the website directory until such time as his/her dues are paid in full.

 

ARTICLE XI – AMENDMENTS

  1. The Bylaws may be adopted, amended or repealed by an affirmative vote of  two-thirds (2/3) of the Members present and eligible to vote at any meeting, provided written notice setting forth the proposed change(s) shall have been given to all Members not less than one (1) week prior to the Meeting.

 

 

ARTICLE XII – INDEMNIFICATION AND INSURANCE

  1. A Director shall not be personally liable for monetary damages as a Director for any action taken or for failure to take any action, unless the Director has breached or failed to perform the duties  of a Director in accordance with these Bylaws or if the breach or failure to act constitutes self-dealing, willful misconduct or recklessness;
  2. Right to Indemnification. Each person who was or is made a party, or is threatened to be made a party to, or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director, officer, volunteer, or agent of PBPA (hereinafter “Indemnitee”), whether the basis of such proceeding is an alleged action in an official capacity as a director, officer, employee or agent or in any another capacity while serving as a director, officer, employee, or agent, shall be indemnified and held harmless by PBPA  to the fullest extent authorized by the Pennsylvania Nonprofit Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits PBPA to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith. Such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. If, however, the Pennsylvania Nonprofit Corporation Law requires an advancement to an Indemnitee for expenses incurred in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to any employee benefit plan), such advancement shall be made only upon delivery to the PBPA of a written undertaking by or on behalf of such Indemnitee to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.  This indemnification and advancement of expenses shall continue as to any person who has ceased to be an Officer or Director and shall inure to the benefit of their heirs, executors and administrators.

3.    Insurance.   PBPA  will maintain insurance, at its expense, within such coverage limits as the Board of Directors deems appropriate, to protect itself and any director, officer, volunteer, or agent of PBPA, against any expense, liability, or loss, whether or not PBPA would have the power to indemnify such person against such expense, liability, or loss under the Pennsylvania Nonprofit Corporation Law.

4.    Non-Exclusivity of Rights. The rights to indemnification and the advancement of expenses conferred in this Article shall not be deemed exclusive of other rights to which any Indemnitee may be entitled or may hereafter acquire under any statute, By laws, agreements, vote of disinterested directors, or otherwise.

Amended:          March 2010

Approved:  -       June 2010