Bucks for Bucs Educational Foundation, Inc.
A Pennsylvania Nonprofit Corporation
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.