Article III – Membership
The Membership of this Council shall consist of the following categories designated as A, B, C, D and E respectively:
A. Life Underwriters, General Agents, Managers and others in the life insurance field, in good standing, particularly those interested in or who specialize in estate planning and/or administration.
B. Employees of financial institutions, who are in good standing and are actively and directly connected with estate planning and/or fiduciary administration.
C. Attorneys in good standing, particularly those interested in or who specialize in estate planning and or fiduciary administration.
D. Accountants in good standing, particularly those interested in or who specialize in estate planning and/or fiduciary administration.
E. Persons who do not otherwise qualify under paragraphs A, B, C and D above, whose duties, business or professions are actively related to estate planning and who are in good standing (including, without limitation, Investment Advisors, Valuation Experts, Educators, Financial Planners and Planned Giving Professionals).
A member shall be in good standing based upon payment of dues as established by the Board of Directors and be associated with one of the categories listed above.
Article IV – Board of Directors
All powers necessary for the government of the Council shall be vested in a Board of Directors which shall be composed of eleven Directors with two Directors from each of the categories A, B, C, D and E as set forth under Article III.
Each Director of the Board shall serve for the term for which he or she shall have been elected and until the election of his or her successor. The term of office of an elected Board member shall be three years. A Director may serve two consecutive three-year terms. The Board of Directors may fill any vacancies occurring between Annual Meetings, as provided in Article VII, and any Directors so appointed shall serve until the ensuing annual election. At the end of the Director’s second consecutive term of service, they must vacate the position and remain off the Board of Directors for a period of one year. After not serving for a period of one year, that individual may be reelected to the Board of Directors.
Article V – Officers and Administrative Secretary
The officers of the Council shall consist of a President, a Vice-President, a Secretary and a Treasurer. At each Annual Meeting, all of the officers shall be elected by a vote of a majority of those Council members present, and shall hold office for one year and until their successor shall be chosen. A quorum for such election shall consist of 15 members who may be present in person or by proxy. All Officers shall be Directors.
The President of the Council shall be the Chief Executive Officer of the Council and shall preside at all meetings of the Council and the Board of Directors.
The Vice President of the Council shall, in the absence of the President, serve as Chief Executive Officer of the Council and shall preside at the meetings of the Council and Board of Directors. The Vice President shall perform all duties of the President in the absence of the President.
The Secretary of the Council shall act as Secretary at meetings of the Council, Board of Directors meetings, and see to it that proper minutes of the proceedings are made and recorded. The Secretary shall be responsible for the mailing of the notices of meetings and other communications to the Board of Directors and the membership.
The Treasurer of the Council shall have custody of all funds and property of the Council and shall deposit all funds of the Council, in the name of the Council, in a bank account or trust company of his or her choice, subject to the approval of the Board of Directors. The Treasurer shall prepare and submit a statement of the financial condition of the Council prudently. He or she shall prepare and submit a statement of the financial condition of the Council at the Annual Meeting, and at such time and in such manner as the Board of Directors may require, and shall furnish, at the Council’s expense, a surety bond in such amount as the Board of Directors may from time to time determine is necessary. His or her books may be reviewed or audited under the direction of the Board of Directors at any time. In addition to the Treasurer, the President shall have the power to endorse and sign checks.
The Board of Directors shall be empowered to employ an Administrative Assistant at such compensation, for such period, and with such duties as the Board of Directors may deem appropriate. The duties of the Administrative Assistant shall include but not be limited to, having charge of the Council’s records and files and assisting the Secretary in keeping minutes of the meetings of the Council and meetings of the Board of Directors.
Article VI – Quorums
Any six members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Fifteen members shall constitute a quorum of any regular, special or Annual Meeting of the council.
Article VII – Nominations, Elections, and Vacancies
At least thirty days prior to the date of any Annual Meeting, the Board of Directors shall nominate Officers and Directors.
In the event of a vacancy in the Office of President, the Vice-President shall begin serving as President. Any other vacancy in office, or in the Board of Directors, shall be filled for the balance of the current year by appointment of the Board of Directors. Said appointee shall serve until the next Annual Meeting and until the election of his or her successor.
Article VIII – Annual Meeting
The Annual Meeting of the Council shall be held each year at such time and place as may be selected by the Board of Directors. A notice of the Meeting, together with the list of nominations for Directors and Officers, shall be mailed to each member at least ten days prior to the date of same; and said list of nominations shall set for the manner in which other nominees, for said vacancies to be acted upon, may be added.
If there be any nominations, other than those submitted by the Board of Directors they shall be made from the floor at the date of the Annual Meeting.
Article IX – Board of Directors Meetings
Meetings of the Board of Directors shall be called by the President at his or her discretion, or when requested by three members of the Board. It shall be the duty of the Board of Directors to establish rules of procedure and practice for any Meeting provided that the Council may amend such rules of procedure and practice.
Article X – Committees
The President of the Council, and in his or her absence the Vice-President shall with the advice and consent of the Board of Directors, have the power to appoint Committees to further the interests of the Council and its Members with such Committees to include, but not be limited to, Programs, Ethics, Publicity, Membership, Long Range Planning and Newsletter. The President of the Council, and in his or her absence the Vice-President, shall, with the advice and consent of the Board of Directors, have the power to delegate to such Committees such power and authority as may be appropriate. The Board of Directors shall have general supervision of the work, and control of any expenditures, of all Committees.
Article XI – Meetings
Meetings for the furtherance of the objectives of the Council may be called by the Board of Directors at stated times, or from time to time, as it may deem wise and proper.
Any member may, in writing to the President, Vice-President, or Secretary of the Council, request discussion at any meeting, except the Annual Meeting, any matter concerning the Council in which he or she may be interested.
Article XII – Advertisement
No member of this Association shall use his or her membership in the Council in any manner which represents or implies that membership connotes certification of special skills or qualification not held by non-members.
Article XIII – Termination or Suspension of Membership
Any member may terminate his or her membership by written resignation. Any member who permits his or her dues to become in arrears by a period of four months automatically terminates his or her membership in the Council.
Any member of the Council may be suspended or expelled from membership by action of the Board of Directors, provided however, that at least six directors thereof are in agreement.
Article XIV – Liability of Directors: Indemnification
A. Directors of this Council 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/her office under Section 8363 of the Directors’ Liability Act, 1986, November 28, P.L. 1458, No. 145, Section 1 as enacted or as thereafter amended and,
- The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
- The provisions of subsection 9.1 here shall not apply to:
a.The responsibility or liability of a Director pursuant to any criminal statute; or
b.The liability of a Director for the payment of taxes pursuant to local, state or federal law
B. Council shall indemnify any Director or officer and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to, or who is called as a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative or investigative, including an action by or in the right of this Council as a Director, officer, employee, or agent of another company, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and mounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XV shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of the members or disinterested Directors or pursuant to the direction, whosoever embodied, of any court of competent jurisdiction or otherwise, both as to action in another capacity while holding such office. It is the policy of this Council that indemnification of, and advancement of expenses to, Director and officer of this Council shall be made to the fullest extent permitted by law.
Article XV – Amendments
These Bylaws may be amended as to administrative matters by a two-thirds vote of the entire Board of Directors and notice of amendments so made by the Board shall be mailed to the members of the Council. Other amendments to the Bylaws shall be made by proposal by the Board of Directors, notice of which shall be mailed to the members of Council at least one month before an Annual Meeting or a Special Meeting called for the purpose of considering such amendments. No amendments requiring the vote of members of the Council shall be adopted unless it receive the vote of at least two-thirds of those present in person or by proxy.
Article XVI – Effective Date
These Bylaws shall become effective upon adoption.
Adopted this 1 st day of December 2005.
