Bucks for Bucs Educational Foundation, Inc.

A Pennsylvania Nonprofit Corporation

 

Bylaws

 

ARTICLE I Name

1.1 The name of this corporation is Bucks for Bucs Educational Foundation, Inc.

ARTICLE II Purposes

2.1 The purposes of the corporation are exclusively for charitable, scientific and educational 

purposes as set forth in the Articles of Incorporation. Specifically, the purposes of the 

corporation are: to provide scholarships for students who graduate from Chartiers-Houston High 

School; to make grants to the Chartiers-Houston School District for innovative educational 

programs; and, to provide innovative educational programs to, or in conjunction with, the 

Chartiers-Houston School District.

In pursuing such purposes, the corporation shall not act so as to impair its eligibility for 

exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE III  Offices

3.1 Principal Office. The principal office of the corporation shall be 2020 West Pike Street, 

Houston, Pennsylvania 15342, or such other location as the Directors may from time to time 

3.2 Other Offices. The corporation may also have offices at such other places as the Directors 

ARTICLE IV Seal

4.1 The corporate seal of the corporation may be in circular form and shall bear the name of the 

corporation and the words Corporate Seal, Pennsylvania 2014. This Article shall not be 

interpreted so as to require such a seal.

ARTICLE V Members

5.1 Membership Corporation. The corporation shall have no members. The Directors shall have 

all powers and duties for the conduct of the activities of the corporation.

5.2 Honorary Titles. The corporation may create such classes of "membership," such as 

contributing members or honorary members, as the Directors see fit, but such persons shall not 

have the rights of members under the Pennsylvania Nonprofit Corporation Law of 1988, as 

ARTICLE VI Directors

6.1 Number, Election, Term. The Board of Directors shall consist of at least three (3) but no 

more than seven (7) persons. The initial Directors shall be those persons elected at the 

organizational meeting of the Corporation. Successor Directors shall be chosen annually by the 

Directors at the annual meeting of the Directors and shall serve for staggered terms of two years 

and until their successors are elected and qualified.

6.2 Powers. The Directors shall have all powers and authority necessary for the management of 

the business of the corporation, including the power to borrow money, or to purchase, sell, lease 

or otherwise dispose of any real estate.

6.3 Quorum. Fifty-one percent (51%) of the current Directors present in person at any duly 

convened, annual, regular or special meeting after proper notice shall constitute a quorum of the 

6.4 Vote. Each Director shall be entitled to one (1) vote in person or by proxy, provided said 

proxy is in writing, sets forth the date of the meeting and the matter(s) to be voted on, and is filed 

with the Secretary of the corporation prior to the vote. An affirmative vote of a majority of the 

Directors present at any annual, regular, or special meeting duly convened after proper notice, at 

which a quorum is present, shall constitute Board action, unless a greater number is required by 

6.5 Annual Meeting. The annual meeting of the Directors shall be held on or about November 1 

of each year, or upon five (5) days notice to each Director at such other time and place as the 

Directors shall determine. Other regular meetings of the Directors may be held as determined by 

6.6 Special Meetings. Special meetings of the Directors may be called by the President or by any 

two (2) Directors at any time. It shall be the duty of the Secretary, upon receipt of a request for 

such a special meeting, to send at least five (5) days' written notice stating the time, place and 

purpose of any special meeting to the members of the Board. If the Secretary fails or refuses to 

send such notice, the person(s) calling for the special meeting may call the meeting at such time 

or place within ten miles of the principal office of the corporation selected by such person(s).

6.7 Removal. Any Director may be removed from office, without the assignment of any cause, 

by an affirmative vote of a majority of the Directors in office at any annual, regular or special 

meeting, provided that written notice of the intention to consider removal of a Director has been 

included in the notice of the meeting. No Director shall be removed without having the 

opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

6.8 Teleconference Meetings. One or more Directors may participate in a meeting of the Board 

 

or any committee thereof by reason of a conference telephone or similar communications 

equipment by which all persons participating in a meeting can hear each other.

6.9 Action by Consent. Any action that may be taken by the Directors at any annual, regular or 

special meeting may, in lieu of said meeting, be taken by the unanimous written consent of all 

current Directors. Such consent must set forth the action proposed to be taken, and must be 

signed by each Director in whole or in counterpart, or may be given by electronic mail from the 

address of the Director on record with the corporation. 

ARTICLE VII Officers

7.1 Positions, Election, Term. The officers of the corporation shall include a President, Vice-

President, Secretary and Treasurer and such other officers whose positions shall be created from 

time to time by the Directors. A person may hold more than one office except that the same 

person may not be President and Secretary. The officers shall be elected by the Directors at the 

annual meeting of Directors and shall serve for a term of one year and until their successors are 

7.2 Consecutive Terms. Officers may be elected for consecutive terms.

7.3 Duties. The duties of the officers shall include the following:

(a) The President shall preside at meetings of the Directors; shall have general and active 

management of the business of the corporation; shall see that all orders and resolutions of the 

Board are carried into effect; and shall execute bonds, mortgages and other contracts requiring a 

seal, under the seal of the corporation, and when authorized by the Board, affix the seal to any 

instrument requiring the same, and the seal when so affixed shall be attested by the signature of 

the Secretary or the Treasurer.

(b) The Vice-President shall be vested with all the powers and required to perform all the duties 

of the President in the absence of the President.

(c) The Secretary shall keep or cause to be kept full minutes of all meetings of the Directors, 

shall attend all sessions of the Board, shall act as clerk thereof, and shall record all votes and the 

minutes of all proceedings. The Secretary shall give or cause to be given notice of all meetings to 

the Directors as appropriate and shall perform such other duties as may be prescribed by the 

Directors or the President.

(d) The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and 

disbursements; shall collect all funds due the corporation and disburse funds as required to meet 

the obligations of the corporation; shall render to the President and Directors as requested by 

them but not less than once a year, regular accountings of all transactions and of the financial 

condition of the corporation.

ARTICLE VIII Vacancies

8.1 If the office of any Director becomes vacant, by an increase in the number of Directors, or by 

reason of death, resignation, disqualification or otherwise, the remaining Directors may choose a 

person or persons who shall hold office for the remaining term.

8.2 If the office of any officer becomes vacant, by an increase in the number of officers, or by 

reason of death, resignation, disqualification or otherwise, the Directors may choose a person or 

persons who shall hold office for the remaining term.

ARTICLE IX Resignation

9.1 Any Director or officer may resign from office at any time, such resignation to be made in 

writing, and to take effect from the time of its receipt by the corporation, unless some later time 

may be fixed in the resignation, and then from that date. The acceptance of the resignation shall 

not be required to make it effective.

ARTICLE X Fiscal Year

10.1 The fiscal year of the corporation shall begin on January 1 and end on December 31.

ARTICLE XI Notices

11.1 Notice may be given either personally or by sending a copy thereof by first class mail, 

postage prepaid, or other courier service, to the address appearing on the books of the 

corporation or supplied to the corporation for the purpose of notice. If the notice is sent by mail 

or courier, it shall be deemed to have been given when deposited in the mail or courier for 

transmission. Such notice shall specify the place, day and hour of the meeting and in the case of 

a special meeting or where otherwise required, the general nature of the business to be 

transacted. Any required notice may be waived by the written consent of the person entitled to 

such notice, and attendance of a person at any meeting in person or by proxy shall constitute a 

waiver of notice of such meeting, except where a person attends a meeting for the express 

purpose of objecting to the transaction of any business because the meeting was not lawfully 

called or convened. Notice may also be given by electronic mail to the electronic mail address 

appearing on the books of the corporation or supplied to the corporation for the purpose of 

notice. If the notice is sent by electronic mail, it shall be deemed to have been given when sent.

ARTICLE XII Amendment

12.1 The Bylaws of the corporation may be amended by an affirmative vote of a majority of the 

Directors in office at any annual, regular or special meeting duly convened after notice of such 

ARTICLE XIII Liability and Indemnification of Officers and Directors

13.1 General Rule. A Director shall not be personally liable for monetary damages as Director 

for any action taken, or any failure to take any action, unless

(1) the Director has breached or failed to perform the duties of Director in accordance with the 

standard of conduct contained in Section 8363 of Subchapter F of Chapter 83 of Title 42 of the 

Pennsylvania Consolidated Statutes and any amendments and successor acts thereto; and

(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;

Provided however, the foregoing provision shall not apply to (1) the responsibility or liability of 

a Director pursuant to any criminal statute or (2) the liability of a Director for the payment of 

taxes pursuant to local, state or federal law.

13.2 Indemnification. The corporation shall indemnify any officer or Director who was or is a 

party or is threatened to be made a party to any threatened, pending or completed action, suit or 

proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in 

the right of, the corporation) by reason of the fact that such person is or was a representative of 

the corporation, against all expenses (including attorney fees), judgments, fines and amounts 

paid in settlement as to actions taken, or omitted to be taken, in such person's official capacity as 

officer or Director and as to actions taken, or omitted to be taken, in another capacity while 

holding such official capacity, provided, however, that no person shall be entitled to 

indemnification pursuant to this Article in any instance in which the action or failure to take 

action giving rise to the claim for indemnification is determined by a court to have constituted 

willful misconduct or recklessness.

13.3 Advancement of Expenses. Expenses incurred by a person entitled to indemnification 

pursuant to this Article in defending a civil or criminal action, suit or proceeding shall be paid by 

the corporation 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 the amount so advanced if it shall 

ultimately be determined that such person is not entitled to be indemnified by the corporation.

13.4 Continuing Right to Indemnification. The indemnification and advancement of expenses 

provided pursuant to this Article shall continue as to any person who has ceased to be an officer 

or Director of the corporation and shall inure to the benefit of the heirs, executors and 

administrators of such person.

13.5 Other Rights. This Article shall not be exclusive of any other right which the corporation 

may have to indemnify any person as a matter of law.

ARTICLE XIV Committees

14.1 Establishment. The Directors may establish such committees with such powers as they 

deem desirable for the operation of the corporation.

14.2 Appointment of Members. Unless otherwise determined by the Board, the President shall 

appoint members of all committees which are created by the Board of Directors or these Bylaws.

ARTICLE XV Subventions

15.1 The corporation shall be authorized, by resolution of the Directors, to accept subventions on 

terms and conditions not inconsistent with the Act and to issue certificates therefor.

Adopted at the Organizational Meeting of the Corporation by the sole Incorporator on March 19, 2015.

Amended by the unanimous vote of the Directors at a Special Meeting held on March 19, 2015.

_____________________________

Colleen Zak Hess, Secretary

Bucks for Bucs Educational Foundation, Inc.