BY-LAWS OF THE
Bucks County Estate Planning Council
ARTICLE I - NAME
1.1 Name. The name of this Council shall be the Bucks County Estate Planning Council (hereinafter called "Council").
ARTICLE II - OFFICES
2.1 Registered Offices. The registered office of this Council shall be in care of Curtin and Heefner, 250 North Pennsylvania Avenue, Morrisville, Pennsylvania 19067.
2.2 Other Offices. The Council may also have offices at such other places as the Executive Committee may, from time to time, appoint, or the activities of the Council, may require.
ARTICLE III - SEAL
3.1 Seal. The corporate seal shall have inscribed thereon the name of the Council, the year of its organization and the words "Corporate Seal, Pennsylvania".
ARTICLE IV - OBJECTIVES
4.1 Objectives. The objectives of the Council are:
(a) To advocate and advance, among members and the general public, current knowledge and accurate information concerning effective and efficient estate planning.
(b) To establish and promulgate, among the members and the general public, the proper ethical standards in dealing with one another, with mutual clients and with the public.
(c) To foster intelligent cooperation and a cordial understanding among the members to the proper relationship between the functions of the attorney, accountant, life underwriter, trust officer, financial planner, investment counselor and other professional persons involved in the field of estate planning.
(d) To assist its members in keeping abreast of laws and conditions affecting business and personal taxation and the problems of estate accumulation and conservation so as to improve the knowledge of each member within his or her sphere.
(e) To do all or any of those things that will improve the delivery of careful and proper estate planning to the community.
ARTICLE V - MEMBERSHIP
5.1 Membership. Membership in the Council is open to all persons and groups actively engaged in estate planning or related subjects in Bucks County, including without limitation, attorneys, life underwriters, accountants, trust officers, financial planners, investment counselors, appraisers, and employees and officials of the Register of Wills and Orphans’ Court of Bucks County.
5.2 Qualifications. All members must be actively practicing estate planning or related subjects in Bucks County and be in good standing in their respective professional disciplines.
5.3 Application and Election. Each year applicants shall complete an application form or renewal form prescribed by the Executive Committee setting forth the applicant’s qualifications. A qualified applicant shall become a member of the Council upon the approval of an officer of the Council and the payment by the applicant of the required annual dues.
5.4 Groups or Businesses as Members. Representatives of organized groups or businesses who are interested in estate planning or related subjects may also apply for membership in the Council upon approval of the Executive Committee.
5.5 Dues. Each member shall pay annual dues in such amount and payable on such terms as the Executive Committee shall from time to time determine. The Executive Committee shall determine also the charges for meals served at meetings of members
5.6 Duties of Members. Each member shall comply with the by-laws of the Council and any rules, regulations and resolutions adopted pursuant to or in accordance with the by-laws. All members shall use their best efforts to further the objectives and purposes of the Council.
5.7 Termination of Membership.
(a) Voluntary Resignation. Any member may terminate his or her membership by written resignation.
(b) Termination for Cause. Any member who permits his or her dues to become in arrears by a period of four (4) months automatically terminates his or her membership in the Council. Any member of the Council may be suspended or expelled for reasonable cause from membership by the vote of two-thirds (2/3) of the Executive Committee.
5.8 Voting Rights. Each individual member is entitled to one vote. Firm memberships will not be counted for purposes of constituting a quorum or voting. Cumulative voting or voting by proxy will not be permitted by Members.
5.9 Advertising. No member of the Council shall use his or her membership therein in any form of advertisement or solicitation of business.
ARTICLE VI – MEETINGS OF MEMBERS
6.1 Annual Meeting. The annual meeting of the Council shall be held in the month of May at the same time and place as the last regular meeting of the Council, or at such time and place as may be designated by the Executive Committee, for the purpose of electing officers and directors and for such other business as may come before the meeting.
6.2 Regular Meetings. Meetings for the furtherance of the objectives of the Council may be called by the Executive Committee at stated times, or from time to time, in their discretion upon not less than ten (10) days written notice. The program of the meeting shall be arranged by the Executive Committee. No less than four (4) meetings, including the annual meeting, shall be called in any twelve-month period.
6.3 Topics of Discussion. Any member may, in writing addressed to the Secretary, request the Executive Committee to bring up for discussion at any meeting, except the annual meeting, any matter in which he may be interested.
6.4 Special Meetings. Special meetings of the members may be called by the President, the majority of the members of the Executive Committee, or not less than 25% of the Council members by signed petition directed and delivered to the Secretary.
6.5 Notice of Meetings. Written notice stating the place, day and hour of any meeting of the members shall delivered by mail or e-mail to each member of the Council at least five (5) days prior to the date of the meeting, by or at the direction of the President, Secretary or Directors calling the meeting. Notice of the annual meeting shall state the names of the nominees for officers and directors for the coming year. In case of a special meeting or when required by statute or these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. Notice of the meeting shall be deemed to be delivered when deposited in the United States mail or sent via e-mail addressed to the member at his address as it appears on the records of the Council.
6.6 Quorum. Twenty-five (25) individual members of the Council shall constitute a quorum for the transaction of business at any meeting of the Council. A meeting may be held without a quorum, but no official vote may be taken.
ARTICLE VII - EXECUTIVE COMMITTEE
7.1 General Powers. The business and affairs of the Council shall be managed by its Executive Committee, which shall be composed of natural persons of full age who shall be members of the Council. In addition to the powers and authorities granted to it by these By-laws, the Executive Committee may exercise all such powers of the Council and do all such lawful acts and things as are not by statute or by the Articles or by these by-laws directed or required to be exercised or done by the members.
7.2 Number and Qualifications. The Committee shall consist of seventeen (17) members consisting of four (4) officers (President, Vice-President, Secretary, and Treasurer), the Immediate Past President, and twelve (12) directors divided into three classes.
7.3 Diversity of the Executive Committee. In selecting new members for nomination as officers and directors, the Executive Committee will use its best efforts to maintain diversity in its composition by having adequate representation from all of its constituent disciplines. It being the spirit of this Council that no undue influence in the government of the Council be exercised by any particular discipline or disciplines, the office of the Office of President shall, to the extent practical, be rotated among members of various disciplines on a regular basis.
7.4 Term of Office. The officers and the Immediate Past President shall serve for the period of one year. The directors shall serve for the term of three years. Directors shall serve for no more than two consecutive three-year terms unless there are no new candidates nominated. A director who is serving an unexpired term may be elected to serve up to two full consecutive three-year terms immediately thereafter.
7.5 Election of Members of the Executive Committee.
(a) Officers. Each year a new Treasurer will be nominated and the remaining sitting officers shall move up one position to form the slate of candidates for officers to be presented to the membership at the annual meeting. The sitting President will become the Immediate Past President to serve as an ex-officio member of the Executive Committee with full voting rights.
(b) Directors. The directors shall be divided into three classes of four directors. Each year one class of directors shall be elected to a three year term. The sitting Immediate Past President, upon his or her request, will be placed on the slate of candidates for directors for the following year. In each succeeding year, the class of directors whose term will expire will be replaced by members who shall be elected for the term of three years.
7.6 Nominations and Elections.
(a) In General. At the annual meeting, the officers and directors constituting the Executive Committee shall be elected by a majority vote of the members then present, and shall hold office until their successors are elected and qualified as hereinafter provided.
(b) Nominating Committee. The President, and in his or her absence the Vice-President, may, not later than fifteen (15) days prior to the date of the next annual meeting of the Council, appoint a Nominating Committee comprised of four (4) members of the Council, no two of whom represent the same business or profession, to submit a list of nominees for officers and for members of the Executive Committee to be voted upon at the annual meeting. The Nominating Committee may file the names of its nominees with the Secretary of the Council at least five (5) days before the date of the annual meeting. Any five (5) members of the Council, by written notice filed with the Secretary at least five (5) days before the date of the annual meeting, may nominate additional candidates for officers and for members of the Executive Committee. Nomination may also be made from the floor at the time of the annual meeting. The members of the Council shall be entitled to vote for any candidate nominated by any of the above methods.
(c) Procedure for Election. The candidate for each position receiving the majority of votes cast by members present at such meeting shall be declared elected, and if no majority is achieved on the first ballot, runoffs shall be held between the two candidates having the largest number of votes for each position until an absolute majority is achieved by one candidate
7.7 Vacancies. The Executive Committee shall have the power, by the concurrence of a majority vote of its members, to fill any vacancy which may occur in their number for the unexpired term of such position. An officer or director appointed to fill a vacancy shall serve for the unexpired portion of the term of the person he or she replaces.
7.8 Removal. The Executive Committee may declare vacant the office of a member of the Committee if he is declared of unsound mind by an order of court or is convicted of a felony, or if within sixty (60) days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Executive Committee, and fulfill such other requirements of qualification as the By-laws may specify. Any officer or director may be removed by a majority vote of the members at any Council meeting, providing notice of the proposed action has been given as part of the notice of that meeting.
ARTICLE VIII - MEETINGS OF EXECUTIVE COMMITTEE
8.1 Regular Meetings. Regular meetings of the Executive Committee may be held at such times and at such place or places within this Commonwealth or elsewhere, as a majority of the Committee may from time to time decide, or as may be designated by the President, in the notice calling the meeting.
8.2. Special Meetings. Special meetings of the Executive Committee may be called by or at the request of the President or three (3) Board members.
8.3 Notice. Notice of every meeting of the Executive Committee shall be given to each member at least five (5) days prior to the day named for the meeting, by mail or e-mail, to the address which appears on the Council's records. Such notice shall be deemed to be delivered when deposited in the United States mail or sent via e-mail. In case of a special meeting, the purpose or purposes for which the meeting is called shall be stated in the notice.
8.4 Quorum. Any seven (7) members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of said Committee and the acts of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the acts of the Executive Committee.
8.5 Action by Consent. Any action which may be taken at a meeting of the Executive Committee 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 members of the Executive Committee and shall be filed with the Secretary of the Council.
8.6 Voting. Each member of the Executive Committee shall be entitled to one (1) vote.
8.7 Rules and Procedures. It shall be the duty of the Executive Committee to establish rules of procedure and practice for its meetings, subject to the approval of, or amendment by, the membership of the Council.
ARTICLE IX - DUTIES OF THE DIRECTORS
9.1 Directors. The duties of the Directors shall be as follows:
(a) Serve on the Executive Committee in accordance with Article VII.
(b) Chair or serve on such committees to which they may be assigned by the President at the beginning of each new Council year, or at any other time during their tenure.
ARTICLE X - DUTIES OF THE OFFICERS
10.1 Officers. The officers of the Council shall consist of a President, Vice-President, Secretary, and Treasurer. All officers shall be elected by the vote of a majority of the Council present at the annual meeting, and at which a quorum shall be present, and shall hold office for a term of one year.
10.2 President. The President shall be the Chief Executive Officer of the Council and shall preside at all meetings of the Council and Executive Committee. In his or her capacity as Chief Executive Officer of the Council, the President shall guide and coordinate all individual and committee activities of the Council; shall have general and active management of the affairs of the Council; and shall see that all orders and resolutions of the Executive Committee are carried into effect, subject, however, to the right of the Committee to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Council. The President shall execute bonds, mortgages and other documents requiring a seal, under the seal of the Council. The President 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 President.
10.3. Vice-President. The Vice-President shall perform the duties of the President in the absence or incapacity of the President, and shall perform such other duties as he or she may be required to do from time to time.
10.4 Secretary. The Secretary shall attend all sessions of the Council and the Executive Committee and all meetings of the members and act as clerk thereof, and record all the votes of the Council and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Executive Committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Executive Committee, and shall perform such other duties as may be prescribed by the Executive Committee or President, under whose supervision he or she shall be. The Secretary shall keep in safe custody the corporate seal of the Council and, when authorized by the Executive Committee, affix the same to any instrument requiring it.
10.5 Treasurer. The Treasurer shall:
(a) Have custody of all funds and property of the Council and shall deposit all such funds in a bank or trust company located in Bucks County. All withdrawals of such funds shall be by checks signed by the President, or the Vice-President, or the Treasurer, or such other officer with signatory authority for the account.
(b) Prepare and submit a statement of receipts and disbursements of the financial condition of the Council at the annual meeting, and at such other times and in such manner as the Executive Committee may direct. The Treasurer shall keep a record of the payment of annual dues by members. His or her books shall be duly audited under the direction of the Executive Committee immediately before each annual election.
ARTICLE XI - COMMITTEES
11.1 In General. The President of the Council, and in his or her absence, the Vice-President, and in the absence of both of them, the Secretary, shall, with the advice and consent of the Executive Committee, have the power to appoint committees on programs, membership, ethics, corporation, education, legislation, publicity, and such other committees as shall be deemed advisable to further the interests of the Council and its members; and to delegate to such committees such power and authority as the Executive Committee shall deem advisable.
11.2 Audit Committee. There shall be an Audit Committee consisting of the President, the Secretary and one member from the Executive Committee appointed by the President. At the beginning of each fiscal year, the Audit Committee shall audit the books and accounts of the Council as maintained by the Treasurer for the preceding fiscal year. The Audit Committee shall present an audit report to the membership no later than at the regular October meeting of the Council.
ARTICLE XII - AMENDMENTS
12.1 Amendment of By-laws. These by-laws may be amended at any regularly called meeting of the Council at which there is a quorum, by a vote of two-thirds (2/3) of the members present, provided that written notice setting forth the proposed amendment shall have been submitted to the membership at least ten (10) days prior to the date of such meeting, and provided further that the Executive Committee shall have theretofore approved such amendment in writing.
ARTICLE XIII - GUESTS
13.1 Right to Invite Guests. Any member may invite one or more guests to attend any regular, special or annual meeting of the Council. The costs of each guest's attendance at such meeting shall be borne by the member inviting such guest in such amount as the Executive Committee may determine.
ARTICLE XIV - MEMBERSHIP CERTIFICATES
14.1 Certificates. Membership in the Council may be evidenced by Certificates of Membership, in which case they shall be in such form and style as the Executive Committee may determine. The fact that the Council is a nonprofit corporation shall be noted conspicuously on the face of each certificate. They shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary, and shall bear the corporate seal.
ARTICLE XV - BOOKS AND RECORDS
15.1 Maintenance of Books and Records. The Council shall keep an original or duplicate record of the proceedings of the members and the directors, the original or a copy of its by-laws, including all amendments thereto to date, certified by the Secretary of the Council, and an original or a duplicate membership register, giving the names of the members, and showing their respective addresses and the class and other details of the membership of each. The Council shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the Council in this Commonwealth, or at the office of the Secretary of the Council, or on a properly secured electronic storage system as the Executive Committee may determine appropriate.
15.2 Right to Inspect. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during normal business hours and for any proper purpose, the membership register, books and records of account, and records of the proceedings of the members and Executive Committee, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the Council at its registered office in this Commonwealth or to the Secretary of the Council.
ARTICLE XVI - ANNUAL REPORT / FISCAL YEAR
16.1 Presentation of Annual Report. The Executive Committee shall present annually to the members a report, verified by the President and Treasurer or by a majority of the directors, showing in appropriate detail the following:
(a) The assets and liabilities; including the trust funds, of the Council as of the end of the fiscal year immediately preceding the date of the report.
(b) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
(c) The revenue or receipts of the Council, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Council.
(d) The expenses and/or disbursements of the Council for both general and restricted purposes during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Council.
(e) The number of members of the Council as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found.
16.2 Filing. The Annual Report and Audit Report prepared by the Audit Committee pursuant to Section 11.2 shall be filed with the Minutes of the Meeting of Members.
16.3 Tax Year. The Council shall operate on a fiscal year basis, which fiscal year shall begin on July 1 and end on June 30.
ARTICLE XVII - CONTRACTS, CHECK DEPOSITS AND FUNDS
17.1 Contracts. The Executive Committee may authorize any officer or officers, agent or agents of the Council, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances.
17.2 Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Council, shall be signed by such officer or officers, agent or agents of the Council and in such manner as shall, from time to time be determined by resolution of the Executive Committee.
17.3 Deposits. All funds of the Council shall be deposited, from time to time, to the credit of the Council in such banks, trust companies or other depositories in Bucks County as the Executive Committee may select.
ARTICLE XVIII - INDEMNIFICATION OF OFFICERS AND DIRECTORS
18.1 Limitation of Personal Liability of Directors. A director or officer of the Council (including for purposes of this Section the Immediate Past President) shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
(a) The director or officer has breached or failed to perform the duties of his or her office as defined in Section 17.2 below; and
(b) The breach or failure to perform constitutes self dealing, willful misconduct or recklessness.
The provisions of this Section shall not apply to (a) the responsibility or liability of a director or officer pursuant to any criminal statute; or (b) the liability of a director or officer for the payment of taxes pursuant to local, state or federal law.
18.2 Standard of Care and Justifiable Reliance.
(a) A director or officer of the Council shall stand in a fiduciary relationship to the Council, and shall perform his or her duties as a director or officer, including his or her duties as a member of any committee of the Executive Committee upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Council, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director or officer shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(i) One or more officers or employees of the Council whom the director or officer reasonably believes to be reliable and competent in the matters presented;
(ii) Counsel, public accountants or other persons as to matters which the director or officer reasonably believes to be within the professional or expert competence of such person;
(iii) A committee of the Executive Committee upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director or officer reasonably believes to merit confidence.
A director or officer shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
(b) In discharging the duties of their respective positions, the Executive Committee, committees of the Executive Committee and individual director or officer may, in considering the best interests of the Council, consider the effects of any action upon employees, upon persons with whom the Council has business and other relations and upon communities which the offices or other establishments of or related to the Council are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (a) of this Section.
(c) Absent breach of fiduciary duty, lack of good faith or self‑dealing, actions taken as a director or officer or any failure to take any action shall be presumed to be in the best interests of the Council.
18.3 Indemnification in Third Party Proceedings. The Council shall indemnify any person 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 (other than an action by or in the right of the Council) by reason of the fact that he or she is or was a representative of the Council, or is or was serving at the request of the Council 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 by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Council, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Council, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
18.4 Indemnification in Derivative Actions. The Council shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Council to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the Council, or is or was serving at the request of the Council as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Council and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Council unless and only to the extent that the Court of Common Pleas of Philadelphia County or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper.
18.5 Mandatory Indemnification. Notwithstanding any contrary provision of the articles or these by‑laws, to the extent that a representative of the Council has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 17.3 or Section 17.4 above, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
18.6 Determination of Entitlement to Indemnification. Unless ordered by a court, any indemnification under Section 17.3 or 17.4 above shall be made by the Council only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made:
(a) By the Executive Committee by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or
(b) If such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
18.7 Advancing Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Council in advance of the final disposition of such action, suit or proceeding as authorized by the Executive Committee in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Council as authorized in this Section.
18.8 Indemnification of Former Representatives. Each such indemnity may continue as to a person who has ceased to be a representative of the Council and may inure to the benefit of the heirs, executors and administrators of such person.
18.9 Insurance. The Council shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer, officer, employee or agent of the Council or is or was serving at the request of the Council as a director or officer, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person's status as such, whether or not the Council would otherwise have the power to indemnify such person against such liability.
18.10 Reliance on Provisions. Each person who shall act as an authorized representative of the Council shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
Reviewed and approved by the Executive Committee on this 10th day of August 2015.
By John F. Ortolf, Council Secretary
Written notice provided to council members, on this 31st day of August 2015.
By John F. Ortolf, Council Secretary
ADOPTED BY THE BUCKS COUNTY ESTATE PLANNING COUNCIL,
on this 15th day of September 2015.
By Nicholas Walter, Council President