By–Laws of the Central Pennsylvania Consortium

Effective July 1, 2008

ARTICLE I – Name and Principal Office

The name of the Corporation is the “Central Pennsylvania Consortium”.

The Corporation’s principal office is in care of Franklin & Marshall College, P.O. Box 3003, Lancaster PA 17604-3003 or such other location as the Board of Directors shall establish as the principal office of the Corporation, from time to time.

ARTICLE II – Purposes and Mission Statement

The Corporation is formed for the following purposes:

  1. To promote and facilitate inter-institutional cooperation among and between non-profit colleges and universities.
  2. To effect economies, extend resources and otherwise improve and strengthen the member educational institutions and their programs.
  3. To develop and present programs of enrichment for faculty and students.
  4. To create links between administrative and service operations.

The Corporation’s mission is to assure and advance the general quality and the intellectual vitality of the member colleges through opportunities for interaction and mutual support among the colleges’ faculty, students, and administrators.

SECTION 1. Charter Members

Original members of the corporation are Dickinson College, Franklin and Marshall College and Gettysburg College. Charter members are regular members of the Corporation.

SECTION 2. Additional Members

Institutions may become members of the Corporation upon approval of the Board of Directors.

  1. Petitions for membership must be in writing and signed by the chief executive officer of the applicant institution.
  2. Membership shall be limited to non-profit colleges and universities.
SECTION 3. Approval Requirements

Admission to regular membership shall require an affirmative vote of three-fourths of the Board members.

SECTION 4. Classes of Membership

The Corporation shall have two classes of members. The designation and the qualifications of the members of such classes shall be as follows:

  1. Regular: Those institutions which are or shall be elected to membership as provided for by these Bylaws, which are fully represented on the Board of Directors and which are contributing such annual fees as are fixed for the Corporation from time to time.
  2. Associate: By unanimous action of the Board of Directors, institutions may qualify for associate membership in the Corporation.
SECTION 5. Termination of Membership.
  1. Voluntary: A member may voluntarily terminate its membership at the end of any fiscal year upon proper resolution by its Board of Directors or other governing body presented to the Secretary of this Corporation. Such voluntary termination by a member shall not relieve the member of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid. The terminating member, after meeting its corporate obligations, shall be entitled to a fair distribution of any of the assets of this Corporation as hereinafter stated in accordance with law.
  2. Involuntary: The Board of Directors by affirmative vote of three-fourths of this Board may suspend or expel a member college for cause after an appropriate review, and, by three-quarters vote of those present and voting at any regularly constituted meeting, may terminate the membership of any member college who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of fees, assessments and other obligations. A member terminated by involuntary proceedings shall be entitled to a distribution of assets as provided in subsection a.
ARTICLE IV – Board of Directors
SECTION 1. General Powers, Duties and Responsibilities

The property and affairs of the Corporation shall be managed by the Board of Directors of the Corporation. The Board of Directors shall have and is invested with all and unlimited powers and authority, except as it may be expressly limited by law, and the Articles of Incorporation or these Bylaws, to manage the business and affairs of the Corporation, to do or cause to be done any and all lawful things for and on behalf o the Corporation, to exercise or cause to be exercised any and all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes; provided, however, that the Board of Directors shall not authorize or permit the Corporation to engage in any activity not permitted to be transacted by the Articles of Incorporation or by a non-profit corporation organized under the laws of the Commonwealth of Pennsylvania, and all income and property of the Corporation shall be applied exclusively for its non-profit purposes. The duties of the Board include, but are not limited to:

  1. Authorizing major corporate actions and annual budget
  2. Advising corporate management
  3. Assuring effective auditing procedures
  4. Remaining adequately informed of the Corporation’s financial status
  5. Approving organizational goals
  6. Monitoring the Corporation’s performance in relation to those goals
  7. Approving corporate policies
SECTION 2. Manner of Representation

The Board of Directors shall be composed of the President of each member institution and the chief academic officer of each member institution.

SECTION 3. Vacancies

A vacancy resulting from the departure of the President or chief academic officer of a member institution shall be filled by the institution’s acting President or acting chief academic officer until such time as a new President or chief academic officer is named.

SECTION 4. Quorum and Board Actions; Proxies

A quorum sufficient for the transaction of business at any regular or special meeting of the Board of Directors shall consist of one-half of the Directors entitled to vote. When a quorum is once present to organize a meeting, it is not broken despite the subsequent withdrawal of any Directors. The Directors present may adjourn the meeting despite the absence of a quorum. Every decision of a majority of the members present at a meeting at which a quorum is present shall be valid as a corporate act except in those specified instances in which a larger vote is required by law of these Bylaws. Every Director entitled to vote at a meeting of Directors may authorize another person or persons to act for him/her by proxy in respect of meetings of Directors or written consents of Directors without a meeting. Every proxy must be signed by the Director or his/her attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Director executing it, except as otherwise provided by law.

SECTION 5. Regular Meetings

Regular meetings of the Board of Directors shall be held at least twice a calendar year. The second meeting of the calendar year, generally held in April or May, shall be designated as the “Annual Meeting” of the Board of Directors. At the Annual Meeting, the Board of Directors shall organize, conduct regular business, and establish the number and the dates, times, and places of its regular meetings to be held during the ensuing year. A majority of the Board of Directors may change the time, date, and place of these regular meetings at any time throughout the year.

SECTION 6. Special Meetings

Special meetings of the Board of Directors may be called by the President at the request of any member of the Board, including the President.

SECTION 7. Place of Meetings

The meetings of the Board of Directors shall be held at the offices of the Corporation, or at such other place within the commonwealth of Pennsylvania or elsewhere as a majority of the Directors may from time to time designate, or as may be designated in the notice of the meeting.

SECTION 8. Notice of Meetings

No notice of regular meetings shall be required if held as scheduled. If a regular meeting of the Directors is not to be held as scheduled, notice shall be given to each Director at least five (5) days before the regularly scheduled time, which notice shall specify the date, time and place of the meeting to be held in lieu of the regular meeting. Notice of every special meeting shall be given to each Director at least twenty-four (24) hours in advance of such meeting is given orally, and at least five (5) days in advance of such meeting if given by any other method, which notice shall sate the date, time and place of the meeting, and the general nature of the business to be conducted at the meeting.

SECTION 9. Mechanics for Giving Notice

Timely notice of every meeting shall be given by the Secretary, either orally or in writing, to each Director. If notice is given in writing, it may be given to the Director either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram, charges prepaid, or electronically, to his address appearing on the books of the Corporation. Such notice shall be deemed to have been given when deposited in the mail or with a telegraph office for transmission to such person.

SECTION 10. Waiver of Notice

Whenever any notice is required to be given to a Director, a waiver thereof in writing, signed by the Director entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent of the giving of such notice. Neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

SECTION 11. Participation by Telephone

One or more Directors may participate in a meeting of the Board of Directors or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All Directors participating in a meeting in this way shall be deemed present at the meeting.

SECTION 12. Consent in Lieu of Meeting

Any action which may be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors or all of the members of the committee, as the case may be, and filed with the Secretary.

SECTION 13. Minutes

The Board of Directors shall keep complete records of their proceedings in a Minute Book kept for that purpose alone.

SECTION 14. Compensation

No Director shall receive compensation for service as a Director as such, but each Director shall receive reimbursement of reasonable expenses incurred in the performance of his or her duties.

ARTICLE V – Officers
SECTION 1. Officers

The Corporation shall have the following officers:

  1. President
  2. Secretary
  3. Treasurer
SECTION 2. Selection of Officers

At the Annual Meeting of the Board of Directors, the Board of Directors shall elect officers of the Corporation. The President of the Board may only be elected from among the Presidents of the member institutions who are serving on the Board. The President of the Board may serve no more than two consecutive one-year terms. After one year out of office, any former President of the Board of Directors is again eligible to serve as President of the Board. The President and the Secretary shall not be the same person. Neither the Secretary nor the Treasurer need be a member of the Board of Directors.

SECTION 3. Removal of Officers; Vacancies

Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in their judgment the best interests of the Corporation will be served thereby. If any office becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

SECTION 4. President

The President shall possess the powers of chief executive officer of the Corporation. He/she may sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and, in general, he/she shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him/her by the Board. The President shall serve also as Chair of the Board of Directors and shall preside at meetings of the Board of Directors. If the President is absent from any meeting, the Board shall appoint a Chair pro temps to serve in his or her place.

SECTION 5. Secretary

The Secretary shall keep the minutes of the meetings and transactions of the Board of Directors in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of meetings of the Board of Directors, when required, and shall perform such other duties as may be prescribed by the President or the Board of Directors. The Secretary shall have custody of the seal of the Corporation and shall, when authorized, affix the seal to any instrument requiring it and, when so affixed, to attest it by his or her signature.

SECTION 6. Treasurer

The Treasurer shall oversee and have custody of all funds and securities belonging to the Corporation and shall give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

SECTION 7. Initiation of Term

Newly elected officers shall assume the responsibilities of their office immediately following the completion of the meeting at which they are elected.

SECTION 8. Executive Assistant

The Executive Assistant shall be appointed by the Board of Directors and shall serve at the pleasure of the Board. As the chief administrator of the Corporation, the Executive Assistant shall:

  1. Attend all meetings of the Board of Directors
  2. Implement the acts and measures authorized and approved by the Board of Directors, shall have general charge of the office of the Corporation, shall suggest to the Board the general policies of activity and operations of the Corporation and the implementation thereof and shall report regularly and periodically to the Board of Directors.
ARTICLE VI – Authority of Officers
SECTION 1. General Power to Act

The President together with the Secretary are authorized to do and perform such corporate and official acts as are needful in the carrying on of the business of the Corporation, subject always to the directions of the Board of Directors. Subject to like limitation, they are fully empowered to make and execute all agreements, contracts, and/or instruments which may be required to sell, assign, transfer, convey, release, or lease to any party entitled thereto any estate or property, real or personal, at any time standing in the name of the Corporation, and to affix its corporate seal to any and all such instruments, and acknowledge or prove the same.

SECTION 2. Checks and Notes

All checks or demands for money and notes of the Corporation shall be signed by such officers or employees of the Corporation as the Board of Directors may from time to time by resolution designate.

ARTICLE VII – Committees

The Board of Directors shall have the power to create standing or temporary committees as deemed necessary. Such committees may have and exercise the power of the Board in the management of the business affairs of the Corporation to the full extend provide by resolution of the Board of Directors or by the Bylaws.

ARTICLE VIII – Fiscal Year

The fiscal year of the Corporation shall begin on July 1.

ARTICLE IX – Fiscal Affairs
SECTION 1. Membership Fees.

The Board of Directors shall affix an annual membership fee against each institution participating in the Corporation to support operating costs. This sum shall be paid within thirty (30) days of assessment and shall be deposited with Corporation accounts.

SECTION 2. Special Assessments

The Board of Directors may recommend to the participating institutions special assessments for financing projects not included in the operating budget of the Corporation. Each participating institution is free to participate and pay such special assessments, or not to participate, in the projects for which the special assessments are made.

ARTICLE X – Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XI – Indemnification

The Corporation shall indemnify any person who was or is a party or threatened to be a made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (including an action or suit by or in the right of the Corporation to procure a judgment in its favor), by reason of the fact that the person is or was a representative of the Corporation or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred, if such person has been successful on the merits or otherwise in any such action or, upon a determination in a specific case that such indemnification is proper in the circumstances because he has met the standard of conduct described in Section 5741 or in Section 5742 of the Pennsylvania Nonprofit Corporation Law of 1988, and any successor provisions thereto. The Corporation may purchase and maintain insurance for the purpose of indemnification on behalf of any or all persons to the full extent permitted in Section 5747 of the Pennsylvania Nonprofit Corporation Law of 1988, and any successor provision thereto.

ARTICLE XII – Personal Liability of Directors

A Director shall not be personally liable, as such, for monetary damages for any action taken, or for any failure to take any action, unless: (1) the Director has breached or failed to perform the duties of his or her office under Subchapter B, Chapter 57 of the Pennsylvania Nonprofit Corporation Law applicable to directors of corporations; and (2) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

The preceding paragraph 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 federal, state or local law. No amendment to or repeal of this Article shall apply to or have any effect on the personal liability for monetary damages of any Director for, or with respect to, any act or omission of such Director occurring prior to such amendment or repeal.

ARTICLE XIII – Amendment

The bylaws may be altered, amended, or repealed by the Board of Directors at any regular or special meeting duly convened.

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