ARTICLES OF ASSOCIATION
PENNSYLVANIA MUNICIPAL AUTHORITIES ASSOCIATION
I. NAME
The name of the Association shall be the Pennsylvania Municipal Authorities Association.
II. PURPOSES
This Association is formed for the purpose of organizing the various Municipal Authorities created and organized under the Pennsylvania Municipal Authorities Act of 1935, as amended, the Pennsylvania Municipal Authorities Act of 1945, as amended, the Parking Authority Law of 1947, as amended, and the Urban Redevelopment Law of 1945, as amended, with a view of providing to the members of the Association a medium for the exchange of ideas on mutual problems, for the dissemination of information pertaining to authorities and for the further purpose of presenting a united point of view in respect to legislation and for the general progress and advancement of municipal authorities in the Commonwealth of Pennsylvania.
A further purpose of this Association is to assist member authorities on a local basis by establishing geographical regions within the Commonwealth which have ready accessibility of authorities in each region to each other, and which have common problems with the purpose of assisting in closer coordination and cooperation between member authorities in each region and broader member participation of member authorities in each region.
III. MEMBERSHIP
Any municipal authority organized in Pennsylvania under any of the Acts of Assembly set forth in Article II is entitled to membership in this Association, the type of membership to be determined as follows:
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Active Membership – Any municipal authority shall be eligible for Active Membership in the Association. Such authority shall pay annual dues determined in accordance with Article IX of these Articles of Association.
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Honorary Life Membership - Any person who shall have made an outstanding contribution to the advancement of Municipal Authorities may, after nomination by the Board of Directors of the Association, be elected by the Active Members as an Honorary Life Member.
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Associate Membership - Any person, firm, or corporation shall be eligible for Associate membership in this Association. Such membership may be subject to the approval of the Board of Directors of the Association. Associate Members shall pay annual dues as determined in accordance with Article IX of these Articles of Association.
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Concurrently with becoming a member of any category, an applicant agrees to comply with the Ethics Code of the Association.
IV. REGIONS AND ORGANIZATION OF REGIONAL MEMBERS
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The Board of Directors shall establish geographic regions within the Commonwealth of
Pennsylvania. In determining the boundaries of regions the Board of Directors shall give
consideration to the size of the regions thus created; the accessibility of member authorities to each other in said regions; the probability of common problems arising in the various regions and the desirability of communications on a local basis between the members of the region and such of other factors as the Board of Directors may deem desirable.
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All regional organizations shall be an integral part of the total organization of this Association and be under the control and direction of the officers and directors of this Association.
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The number of regions and the boundaries of any region may be altered or changed by the Board of Directors. Changes in the number of regions or in the boundaries of any region shall not be effective sooner than the next succeeding annual conference following the annual conference at which the proposed change or changes are announced. Any director elected from a region where the boundary shall have been changed shall nevertheless continue as a director until the termination of the term for which he was elected.
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Organization. As set forth in paragraph 5 below and Article VI hereof a director shall be elected from each region. Such director shall be considered the operating head and be responsible to this Association for activities within his region during his term as director. The duties of a regional director shall among other things, consist of:
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Appointing a Membership Committee,
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Appointing a Nominating Committee,
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Appointing such other committees as are required to effectively develop and pursue regional activities.
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There should be, whenever possible, a minimum of two (2) meetings each year of the members of each region, one of which shall be at least ninety (90) days and not more than 150 days prior to the Annual Conference of the Association. If a vacancy on the Board of Directors of a region shall be scheduled to occur as of the succeeding Annual Conference, the meeting shall service as the nominating meeting at which time nominations will be received by the director in charge of the region for candidates for director from that region. The nomination shall be sent to the principle office of this Association within 10 days of the regional meeting which office is herewith charged with the duty of preparing an official ballot and forwarding one to each member authority in that region. Said notice shall be sent not less than 60 days prior to the date of the annual meeting of members of this Association. The authority shall register its vote on the ballot, have the ballot certified by the secretary and returned to the principal office of this Association at least 20 days prior to the annual meeting of the members of this Association. Within ten days of the receipt of the ballots, the principal office shall inform all member authorities within that region of the name and address of their newly elected director. In the event a timely nominating meeting cannot take place to fill a vacancy, the Board may appoint an interim Director pending the scheduling of a nominating meeting.
In the case of a tie vote for the office of Regional Director, the tie vote will be broken by the drawing of lots in the presence of P.M.A.A.'s Executive Director, and the candidates or their authorized representatives at a mutually acceptable time and place.
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The Board may declare vacant the office of a Director or Assistant Director if such Director or Assistant Director is declared of unsound mind by an order of court, or convicted of felony, or for any other proper cause, or if, within 60 days after notice of his or her selection, the Director or Assistant Director does not accept such office either in writing or by attending a meeting of the Board, or a regional meeting in the case of an Assistant Director.
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Costs. The Board of Directors may authorize the payment by the Association of such regional expenses, as it deems proper.
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No region shall have the right to levy, assess, or collect dues from any member authority.
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Regions shall be accountable to the Association for all funds accumulated in the course of their activities. Accountability shall be through the medium of a written report to the Association which shall be submitted prior to the Annual Conference each year by the Regional Director. Post-function accumulated surplus funds for any one region shall not be in excess of $2,000.00. Funds shall be maintained in accounts as directed by the Board of Directors.
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Each region in addition to a regional director as provided for herein, shall also elect an assistant regional director for a term to run concurrent with that of the regional director. To be qualified as an assistant regional director, a person shall be either an officer, board member, or management employee of an authority which is an Active Member of the Association. Such person shall not have served as an officer or director of the Association during the three-year period immediately preceding his/her election. The term of any assistant regional director who (1) ceases to be either an officer, board member, or management employee of an authority which is an Active Member, or (2) is elected or appointed as a Director or officer of the Association, shall immediately and automatically terminate.
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The duties of the Assistant Regional Director shall be to assist the regional director in all matters pertaining to the region's activities and in the absence or inability to act of the regional director to temporarily carry on his normal activities. Such activities and responsibilities shall include representing the region at meetings of the board of directors with full voting rights.
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In case of a vacancy in the office of Regional Director, the Assistant Regional Director shall succeed automatically as Regional Director for the remainder of the term of the preceding Regional Director. A vacancy in the office of Assistant Regional Director shall be filled by vote of the region, at a meeting as soon as possible after the vacancy arises.
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In the event that the regional director is not an authority board member, then, an effort shall be made to obtain an assistant regional director who is an authority board member.
V. ASSOCIATE MEMBER BOARD REPRESENTATIVE
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The PMAA bylaws hereinafter provide for the establishment of an Associate Member Committee. The committee shall elect the Associate Member Board Representative.
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Associate Member Committee
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This committee shall consist of ten members, one from each of the ten PMAA regions. All committee members must be an Association Member of PMAA, and not someone who would otherwise be eligible to be an Active Member of PMAA.
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Each Regional Director shall make one appointment for their respective Committee seat.
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Terms on the committee shall be three years and shall coincide with the term of the appointing Regional Director. One of the major roles of the committee is to elect the Associate Member Board Representative from its own committee membership. Other roles of the Associate Member Committee shall include the following:
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Solicit new Associate Members
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Put on training sessions at annual conference
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Assist in soliciting sponsors for conference and other training events.
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Associate Member Board Representative — PMAA Board Seat
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The Associate Member Committee shall elect a member of its own committee to serve as the PMAA Associate Member Board Representative. The candidate receiving the most votes shall become the Associate Member Board Representative, and a majority vote of the Associate Member Committee members shall not be necessary to elect the Associate Member Board Representative.
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The term of the Associate Member Board Representative shall be three years. The Associate Member Board Representative shall not be permitted to succeed him/herself, and if, at the end of the three-year term the Associate Member Committee has not elected a successor, the seat would remain vacant until filled through election. The Associate Member Board Representative shall not be eligible to serve as an officer of the Association, but will have all of the voting rights and other privileges and responsibilities as any other PMAA Board Member.
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The Associate Member Board Representative shall serve as the liaison between the Associate Member Committee and the Board of Directors, and shall also perform any other functions as determined by the Board of Directors. The President and Executive Director shall remain the spokespersons for PMAA, and the Associate Member Board Representative shall not make public declarations representing PMAA or speak for PMAA unless so authorized by the Board of Directors.
VI. BOARD OF DIRECTORS
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The management, affairs, property, and business of the Association shall be vested in a board of directors, consisting of the immediate past president, president, president elect, Second Vice President, Associate Member Board Representative, and one director of each region created by the board of directors. Directors from each region shall be elected in accordance with the provisions of Article IV of these bylaws. Each director shall be elected for a term of three years. No director shall succeed himself, except that any director elected to fill an unexpired term may be re-elected for the succeeding three-year term. Each director shall serve until his successor is elected and qualifies.
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To be qualified as a regional director, a person shall either be an officer, board member, or management employee of an authority which is an Active Member of the Association, and such person shall not have served as a director of the Association during the three-year period immediately preceding election or appointment as such Director. The term of any Director who (1) ceases to be a board member, officer or management employee of an authority which is an Active Member, or (2) is elected or appointed as an officer of the Association, shall immediately and automatically terminate.
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Regular meetings of the Board of Directors shall be held from time to time and at such place as the President or the Executive Committee may designate, provided, however, that the President shall call a meeting upon the request of a majority of the Board of Directors.
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A majority of the authorized number of members of the Board of Directors (whether or not vacancies exist) shall be necessary at all meetings to constitute a quorum for the transaction of business. Any action of the Board of Directors at such meetings shall require a majority of the members of the Board then in office.5.
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An Executive Committee of the Board is hereby established, consisting of the President, the Vice President, the Second Vice President, the immediate Past President, the Second Past President and the Executive Director (non-voting). During the absence or incapacity of any such officer, the Board may appoint, as alternate member of such Committee, another member of the Board to serve during such period of absence or incapacity. The Executive Committee shall have all the powers of the Board in the management of the affairs of the Association, except that the Executive Committee shall not have any power or authority as to the following:
(i) the filling of vacancies in the Board; or
(ii) the amendment or repeal of any resolution of the Board.
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The Board may create, from time to time, such other standing or special committees as it may designate by resolution, with such duties as it may so designate. The President shall appoint all members of such committees from among the Directors of the Association or officers, board members or employees of Active Members, or Honorary or Associate Members.
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No committee, other than the Executive Committee, shall, pursuant to resolution of the Board or otherwise, exercise any of the powers or authority vested by these bylaws, or the Nonprofit Corporation Law of 1988, in the Board as such, but any such committee may make recommendations to the Board, or Executive Committee, concerning the exercise of such powers and authority.
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The establishment of any committee of the Board, and the delegation thereto of power and authority, shall not alone relieve any Director of the fiduciary duty of such Director to the Association.
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A majority of the committee members in office designated to a committee, or designated to replace them as provided in this section, shall be present at each meeting to constitute a quorum for the transaction of business, and the acts of a majority of the committee members in office designated to a committee, or their replacements, shall be the acts of the committee.
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Each committee shall keep regular minutes of its proceedings, and report such proceedings periodically to the Board.
VII. OFFICERS
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The Nominating Committee of the Association shall consist of the five most recently elected, living, past presidents of the Association. The Immediate Past President shall be the Chairman of the Committee. A quorum of the Committee shall be three. The Nominating Committee shall meet each year on or before April 1, to prepare a recommendation for the office of Second Vice President, and if there are vacancies in the office of Vice President or President (after giving effect to automatic succession) a recommendation for that office. The President, Vice President and Second Vice President are herein collectively called the "Senior Officers". The Committee shall also make recommendations for the other offices provided for in these By-Laws. The Committee may recommend more than one person for an office. In preparing these recommendations, the Nominating Committee shall make a reasonable effort to adhere to the provisions set forth in Paragraph 2 of this Article, recognizing the need to attempt to balance the officers based upon such considerations as the types of authorities represented, board members as well as management employees, and geographic location.
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For the purposes of nominating and electing Senior Officers, two areas are hereby established as follows: Eastern Area - Regions 1, 2, 3, 4 and 5 and Western Area - Regions 6, 7, 8, 9, and 10. A qualification for the office of Second Vice President, in addition to those set forth in Article VII, Section 6 (a) hereof, shall be, if it is reasonably possible, as follows: affiliation with a member authority located in the applicable Area in accordance with the following basis of annual rotation: Eastern Area and Western Area. In the event of a vacancy in the office of a Senior Officer at the time the Nominating Committee meets, it shall also, if it is reasonably possible, recommend a candidate to fill the vacancy in the applicable office (after the operation of the Section 6(a) of Article VII) who shall be a person from the same Area as the Area in which the person causing the vacancy was located, in order that there shall always be, to the maximum extent possible, one Senior Officer from each of the two Areas.
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At end of each Annual Meeting, the person ending the term as Second Vice President shall automatically succeed to the office of Vice President, and the person ending the term as Vice President shall automatically succeed to the office of President.
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The following officers shall compose the Executive Committee of the Pennsylvania Municipal Authorities Association: President, Vice President, Second Vice President, Immediate Past President, Second Past President and Executive Director (non-voting).
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The officers of the Association shall consist of a President, Vice President, a Second Vice President, a Secretary, a Treasurer, and an Executive Director. The offices of Secretary, Treasurer and Executive Director are not inconsistent and the same person may hold one or more said offices.
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Term-
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The President, Vice President and Second Vice-President shall each serve for a one year term beginning at the end of each Annual Meeting, and ending at the end of the next succeeding Annual Meeting. The Second Vice President shall be elected by the members at each Annual Meeting of the Association. The qualifications for the office of Second Vice President, in addition to the qualification set forth in Article VII, Section 2, shall be as follows: Holding a position as an officer, board member, or a management employee of an authority which is an active member of the Association and in addition, having served as a Regional Director for not less than three years, or be completing a three year term as Regional Director at the meeting at which the person is to be elected as Second Vice President.
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If a person serving as Senior Officer of the Association ceases to be a board member, officer, or management employee of a member Authority, his tenure and succession rights as a Senior Officer shall be terminated as of the end of the next Annual Meeting following his severance from a member authority.
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Vacancies in the position of President and Vice President, shall, whether caused by resignation, death or otherwise, be filled by the automatic succession of the Vice President or the Second Vice President respectively.
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The Secretary and the Treasurer shall be elected for one year by the Board of Directors and shall serve until their successors are selected and qualify. If either or both of said offices are held by the Executive Director and the employment of the Executive Director with this Association is terminated, the office or offices held by the Executive Director shall be vacated as of the date of termination of his employment as Executive Director.
7. Duties of Officers –
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The President shall preside at all meetings and shall be an ex-officio member of all standing committees.
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The Vice President during the absence or disability of the President shall preside at all meetings.
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The Secretary shall issue notices for all meetings, shall keep minutes of all meetings, and shall have charge of the books, reports and records of the Association.
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The Treasurer shall have custody of all monies, and securities of the Association and shall keep regular books of accounts. He shall disburse the funds of the Association as may be ordered by the Board of Directors or Executive Committee, taking proper vouchers for such disbursements and shall render to the Association from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial condition of the Association. He shall perform all duties incident to his office or those required of him by the Board of Directors. He shall give bond for the faithful performance of his duties in such amount and with securities as the Board of Directors may determine. At the expiration of his term he shall turn over all the books, records and monies of the Association to his successor.
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The Executive Director shall be a full-time employee appointed by the Board of Directors to serve at the pleasure of the Board of Directors and shall be paid a salary to be fixed from time to time by the Board of Directors. The Executive Director shall direct, supervise, and carry out all policies of the Board of Directors. He shall manage the business affairs of the Association. He shall prepare the Association budget for the approval of the Board of Directors and supervise and administer the financial affairs of the Association. He shall assist in representing the Association, to the Legislature and its agencies and to all governmental and private agencies. He shall appoint, supervise and may discharge the employees of the Association. He shall supervise the editing, publishing and distribution of the official publications, reports and surveys of the Association. He shall be responsible for the field service of the Association through personal visits to members and prospective members. He shall be responsible for arrangements necessary to conduct all meetings and conferences of the Association.
VIII. MEETINGS
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The members of the Pennsylvania Municipal Authorities Association shall meet annually (in conference) to discuss the problems, outlooks and possibilities of the Association. The conference shall be at a time and place fixed each year by the Board of Directors of the said Association. This conference shall be held coincident with the annual meeting. Adequate notice of the meeting will be given.
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Special meetings shall be called by either the President or Executive Committee from time to time, upon five (5) days written notice. The notice shall set forth the purpose for which the meeting is called and no other business shall be transacted except as set forth in the call.
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Resolutions shall be submitted to any meeting whether annual or a special meeting of the Members only if they are filed with the office of the Association not less than thirty (30) days prior to the date for the meeting in which they are to be presented. Copies of said resolutions shall be available for examination by all members to whom copies shall be made available upon request in writing.
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Roberts Rules of Order Newly Revised, shall govern the procedure at all meetings of the Association to the extent applicable and not inconsistent with these bylaws.
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The Solicitor to the Board of Directors shall serve as parliamentarian at the annual meeting. In his absence, the presiding officer of the meeting shall designate his/her replacement.
IX. DUES
Annual dues for each class of member shall be payable in such amount, at such time, as the Active Members shall determine at a regular or special meeting. Dues as thus determined shall remain effective until changed by action of the Active Members.
X. REPRESENTATION
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At all meetings of the Association, each active member shall be entitled to one vote and shall be represented by a delegate chosen by its own Board of Directors.
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Only representatives of active members shall be eligible for election to the Board of Directors of the Association.
XI. NO PRIVATE BENEFIT – DISTRIBUTION OF ASSETS UPON DISSOLUTION
Confirming the public purposes of the Association, as set forth in Article II hereof, no part of the net earnings, surplus, or assets of the Association shall at any time inure to the benefit, directly or indirectly, or be distributable to, any person or entity other than a municipal authority, municipality, or other government corporation under the laws of Pennsylvania. In the event the Association is dissolved, the Board of Directors, after paying or making provision for the payment of all debts and liabilities of the Association, shall distribute its remaining assets to the municipal authorities who constitute the Active Members of the Association on the date when dissolution proceedings of the Association are commenced. Such assets shall be divided among the Active Members of the Association in the same proportions as the total amount of dues paid by each such Member in the three calendar years proceeding the date of the start of such proceedings bears to the aggregate of all dues paid by all Active Members during the same period.
XII. INDEMNIFICATION
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The Association shall indemnify, to the fullest extent permitted by law, all persons who may serve or who have served at any time as officers, directors, assistant directors, committee members, trustees or employees (collectively "Employees") of the Association and their heirs, administrators, successors and assigns, against any and all judgments against such persons in any action, suit, or proceeding in which they, or any of them are made parties or a party by reason of being or having been Employees of the Association where there is a final judicial determination that the act of the Employee which gave rise to the action, suit or proceeding was, or the Employee in good faith reasonably believed that such act was, within the scope of the office or duties of such person; provided the Employee being indemnified shall have given to the Association timely prior written notice of the claim of such Employee for such indemnification. For this purpose, notice shall be deemed to be timely if given not later than fourteen (14) days after the commencement of the action resulting in the judgment for which indemnification is claimed.
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When an action is brought against an Employee and either (a) it is alleged that the act which gave rise to the claim was within the scope of the office or duties of the Employee, or (b) the Board of Directors of the Association determines that such act was within the scope of such office or duties, or that the Employee, in good faith, reasonably believed the act was within the scope of such office or duties, then upon written request of the Employee, made not more than fourteen (14) days after the commencement of the action, the Association shall defend the action on behalf of the Employee, at its own expense, or at its option, provide independent representation for the Employee, also at the expense of the Association; and the Association shall also pay on behalf of such Employee amounts payable in any settlement, which settlement has been approved by a disinterested majority of the Board of Directors of the Association, or in the absence thereof, approved by independent counsel for the Association.
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Notwithstanding the foregoing sections of this resolution, (i) the Association shall not indemnify an Employee where there is a final judicial determination that the act of the Employee which gave rise to the action, suit or proceeding, constituted a crime, actual fraud, actual malice or willful misconduct and (ii) the Association shall not provide any legal defense where the Board of Directors of the Association reasonably determines that the act of the Employee which gave rise to the action, suit or proceeding constituted a crime, actual fraud, actual malice or willful misconduct.
XIII. ARTICLES OF AMENDMENT
The Articles of Association or bylaws to be adopted by the Association may be amended at any regular or special meeting upon thirty (30) days notice of the proposed amendments to be given to each member of the Association.