Bona Fide Believes in Bellevue
Bona Fide Bellevue By-Laws
BYLAWS OF BELLEVUE INITIATIVE FOR GROWTH AND REVITALIZATION (BIGr)
ARTICLE I – CORPORATE NAME
- The name of the corporation shall be Bellevue Initiative for Growth and Revitalization, Inc. (BIGr).
ARTICLE II – PURPOSE
- The corporation shall have unlimited powers to engage in and do any lawful act concerning any and all lawful activity for which nonprofit corporations may be incorporated under Pennsylvania Nonprofit Corporation law of 1988, as amended, under the provisions of which the corporation is incorporated.
- The Corporation shall undertake such acts as it deems necessary to enhance the quality of life, encourage economic development, and restore and revitalize the residential and business areas in Bellevue. The purpose of the Corporation is charitable. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the document, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from the federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE III – SEALS
- The corporate seal, if one exists, shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.”
- Affixing a Seal Where Required. Whether or not a corporate seal is in existence, whenever the Corporation is required to place its corporate seal to a document, it shall be sufficient to meet the requirements of any law, rule, regulation, or other request for a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.
ARTICLE IV – MEMBERS
- The corporation shall have no members. All powers, obligations and rights of members provided by law shall reside in the Board of Directors.
ARTICLE V – DIRECTORS
- The business and affairs of this corporation shall be managed by its Board of Directors. The number of directors shall be 11 or more and shall not exceed 15. The voting Directors shall be divided into three (3) classes, and the term of one such class shall expire each year. Each voting Director shall serve, commencing on the date of the first meeting of the Board following his or her election, for a term of (1 to 3) years. No voting Director who has served two (2) full terms shall be eligible for re-election until he or she has not served as a voting Director for one year.
- In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board of Directors shall have the maximum power and authority now or hereafter provided or permitted under the laws of the Commonwealth of Pennsylvania to Directors of Pennsylvania nonprofit corporations acting as a Board.
- The Annual Meeting of the Board of Directors shall be held annually in October at such time and place as the Board of Directors shall designate in the notice of the meeting.
- Regular meetings of the Board of Directors shall occur at least bi-annually at such times and places as shall be designated from time to time.
- Special meetings of the Board of Directors may be called by the Chairperson at such times as the Chairperson shall deem necessary.
- Written or electronic notice of every meeting of the Board of Directors shall be given to each Director at least ten (10) days prior to the day named for the meeting.
- A quorum for the transaction of business shall consist of one-third (1/3) of the Directors in office and entitled to a vote. The acts of a majority of directors present and eligible to vote at a Board meeting shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the Directors may be taken without a meeting, if the consent or consents in writing setting forth the action so taken shall be signed by at least a majority of all directors in office, and shall be filed with the Secretary of the Corporation.
- Except where inconsistent with law or these bylaws, corporate proceedings shall be governed by the latest edition of Robert’s Rules of Order.
- The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more committees to consist of one or more Directors of the Corporation who shall report back to the Board on the matter(s) within the committee’s jurisdiction. Each committee of the Board shall serve at the pleasure of the Board. A quorum for the purpose of holding and acting at any meeting of a committee shall be a simple majority of the committee members present.
- All Board members shall be nominated and elected to serve on the Board. At least fifteen (15) days prior to the annual meeting of the Board or any special meeting of the Board called for the purpose of electing Directors, the Nominating Committee shall propose a slate of nominees for the Director position(s). The Board shall elect the Directors at such meeting after considering any additional nominations from the floor.
- One or more persons may participate in a meeting of the Board or on a committee of the Board by means of the conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this action shall constitute presence at such meeting.
- The Board of Directors may declare vacant the office of a director if he or she is declared of unsound mind by order of court or is convicted of a felony or if within sixty (60) days after notice of his or her selection, or if he or she does not accept such office either in writing or by attending a meeting of the Board of Directors.
ARTICLE VI – OFFICERS
- The executive officers of the corporation shall be of full age, shall be chosen by the Board, and shall be a Chairperson, Vice Chairperson, Secretary, Treasurer and such other officers and assistant officers as the needs of the corporation may require. They shall hold their offices for a term of one (1) year and shall have such authority and shall perform such duties as are provided by the Bylaws and as shall from time to time be prescribed by the Board. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise. There shall be a three (3) term limit on the number of terms an officer can serve.
- Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person removed. A vote for removal shall require a two-thirds (2/3) majority vote.
- The Chairperson shall be the chief executive officer of the corporation; he or she shall preside at all meetings of the Directors; he or she shall have general and active management of the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Directors to delegate any specific powers, except as may be by statute exclusively conferred on the Chairperson to any other officer or officers of the corporation. He or she shall execute all documents requiring a seal, under the seal of the corporation. He or she shall be EX-OFFICIO a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of the Chairperson.
- The Vice Chairperson shall act in all cases for and as the Chairperson in the latter’s absence or incapacity, and shall perform such other duties as he or she may be required to do from time to time.
- The Secretary shall attend all sessions of the Board and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chairperson, under whose supervision he or she shall be. He or she shall keep in safe custody, the corporate seal of the corporation if any and when authorized by the Board, affix the same to any instrument requiring it.
- The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts or receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He or she shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairperson and Directors, at the Annual Meeting of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the corporation. The Treasurer shall submit the records to the officers for an annual audit. Such audit is to be made in September and a report filed at the Annual Meeting.
- Elections of officers shall be held every year at the Annual Meeting of the Board of Directors.
ARTICLE VII – VACANCIES
- If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VIII – BOOKS AND RECORDS
- The corporation shall keep an original or duplicate record of the proceedings of the Directors, the original or a copy of its Bylaws, including all amendments thereto to date, certified by the Secretary of the corporation, and an original or duplicate Board register, giving the names of the Directors, and showing their respective addresses. The corporation shall also keep appropriate, complete and accurate books or records of account which shall be reviewed on an annual basis. The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated.
ARTICLE IX – FISCAL YEAR AND ANNUAL REPORT
- The fiscal year of the corporation shall commence on July 1 and end on the following June 30.
- The Board of Directors shall cause a report of the activities of the corporation to be prepared annually and sent to such persons as the Board of Directors shall determine.
ARTICLE X – AMENDMENTS
- The Board of Directors may alter, amend, suspend or repeal these Bylaws at any regular or special meeting called for that purpose, except as restricted by the Pennsylvania Nonprofit Corporation law of 1988, as amended.
- The articles and sections of the these Bylaws may be amended by a two-thirds (2/3) majority vote, provided that notice of the proposed amendment(s) be given at the last regular meeting before the vote is called or else written notice be given to all Board members at least two (2) weeks prior to the meeting in which the vote is called.
ARTICLE XI – LIMITED LIABILITY OF DIRECTORS
- A director shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under section 8363 of the Director’s’ Liability Act (relating to standard of care and justifiable reliance); and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provision of this section shall not apply to the responsibility or liability of a director pursuant to any criminal statute; or the liability of a director for the payment of taxes pursuant to local, State or Federal law.
ARTICLE XII – CONFLICT OF INTEREST
- The Board of Directors understands that certain conflicts of interest may arise from time to time.
- In the event that a director has a conflict of interest in the business of the corporation, that director will disclose the conflict to the Board Chairperson and remove him or herself from any and all discussion of and vote on the issue.
ARTICLE XIII – DISSOLUTION
- The corporation will continue in existence until such a time as a motion to dissolve shall carry by a three-quarters (3/4) majority vote at a meeting called for this purpose; due notice thereof having been given in writing to all active directors two (2) weeks in advance.
- Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is the located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.