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Bylaws
ARTICLE I – Name
The name of this corporation shall be the Chester County Estate Planning Council (“Council”).
The objectives of the Council shall be:
To advocate and assist in the spreading of knowledge concerning estate planning among members of the Council and, if deemed appropriate, from time to time, to others;
To foster understanding of the proper relationship between the function of the Life Underwriter, Trust Officer, Attorney, Accountant, financial planner and any other party or parties having to do with estate planning, and to encourage the cooperation of persons acting under those disciplines;
To establish and promulgate among the members, as well as among nonmembers wherever feasible and practical, the proper ethical standards in dealing with one another, mutual clients, and the public;
To help the members render the highest type of service to clients and customers; and
To do any and all of those things that will aid and improve the process of careful and proper estate planning.
The Council shall be advisory in character and shall have no power to bind its members to any action or commitment that is not provided for in this instrument.
(i) The Membership of this Council shall be apportioned within one of the four (4) categories set forth below for purpose of eligibility for election as a Director and/or Officer of the Council; provided that all members shall be individuals who are interested in or who specialize in estate planning and/or fiduciary administration and are in good standing with respect to their respective professional organizations and licensing agencies:
A. Lawyers, judges and paralegals.
B. Investment Professionals, Life Insurance Professionals and Financial Planners.
C. Employees of financial institutions or trust companies.
D. Accountants.
E. Valuation Experts, Planned Giving Professionals, Educators and other such individuals who do not otherwise qualify under paragraphs A, B, C or D.
It is the goal of the Council to give each professional discipline a meaningful opportunity to have one of its members considered on a regular basis for election as an Officer of the Council.
(ii) Each new member shall be elected by a majority vote of those present at the regular or special meeting of the 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 no more than fourteen (14) members with no more than four (4) members from each of the categories A, B, C, D and E as set forth under Article III. In addition, the following shall be members of the Board of Directors:
(a) The Officers of the Council
(b) The immediate Past President of the Council
Each member of the Board of Directors shall serve 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 four (4) years or such shorter term determined by the Board so that the term of office of one Board member from each of the categories A, B, C, D and E expires each year. The Board of Directors may fill any vacancies occurring between Annual Meetings, as provided in Article VII, and any members so appointed shall serve until the ensuing annual election.
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 the members of the Council, and shall hold office for one year and until their successor shall be chosen. A quorum for such election shall consist of 25 members who may be present in person or by proxy.
At each succeeding Annual election the offices of President and Vice-President shall be filled by members from categories A, B, C, D or E provided that neither office shall be held by a member from the same category more than once in any four year period.
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 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 Treasurer of the Council shall have custody of all funds and property of the Council and shall invest all funds 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 Executive Committee of the Council shall consist of the President, Vice-President, Secretary, and Treasurer.
The Board of Directors shall be empowered to employ an Administrative Secretary at such compensation, for such period, and with such duties as the Board of Directors may deem appropriate. The duties of the Administrative Secretary 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.
Any six members of the Board of Directors (provided that there be present at least one Member from each of categories A, B, C, D and E) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Twenty-five members shall constitute a quorum of any regular, special or Annual Meeting of the Council.
The President, at least thirty days prior to the date of any Annual Meeting, shall appoint a Nominating Committee of ten members, two members of which shall be from each of categories A, B, C, D and E, set forth in Article III. The function of the Nominating Committee shall be to submit a list of nominees for the Officers of the Council, for the members of the Board of Directors, and for any unexpired vacancies to be acted upon at the Annual Meeting. Such Committee shall file the names of their nominees with the Secretary at least twenty days before the date of the meeting, In addition any twelve members, by notice in writing filed with the Secretary at least ten days before the date of the meeting, may nominate candidates within the qualifying provisions of Articles IV and V for Officers of the Council, for members of the Board of Directors, and for any unexpired vacancy to be filled by election, and the Council Members present shall be entitled to vote for any candidate named by either one of the above methods at such meetings, and the candidate receiving the majority of votes from the members present shall be declared elected.
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, provided, however, that at least eleven members thereof are in agreement. Said appointee shall serve until the next Annual Meeting and until the election of his or her successor.
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 report of the Nominating Committee, shall be mailed to each member at least fifteen days prior to the date of same; and said list of nominations shall set forth the manner in which other nominees for said vacancies to be acted upon may be added.
If there are any nominations other than those submitted by the Nominating Committee (as provided for in Article VII), notification accordingly shall be mailed to the membership at least five days prior to the Annual Meeting.
Meetings of the Board of Directors shall be called by the President at his or her discretion, or when requested by seven 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 such rules of procedure and practice may be amended by the Council.
The Board of Directors shall annually select from the Board a chairperson of the Membership Committee who shall appoint a Membership Committee consisting of Council members with at least one member from each of the categories A, B, C, D and E as set forth in Article III, to which all applications for memberships may be referred for investigation, and shall be reported to the Board of Directors for its action in the matter.
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, Member Services, 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 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.
Meetings for the furtherance of the objective 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.
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 qualifications not held by non-members.
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 eleven members thereof are in agreement.
These By-Laws may be amended to 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 By-Laws shall be made by proposal by the Board of Directors, notice of which shall be mailed to the members of the Council at least one month before an Annual Meeting or a Special Meeting called for the purpose of considering such amendments. No amendment requiring the vote of members of the Council shall be adopted unless it receives the vote of at least two-thirds of those present in person or by proxy.
These By-Laws shall become effective upon adoption.
ARTICLE XVI – Liability of Directors; Indemnification
A. Any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not the liability arises or arose from any threatened, pending or completed action by or in the right of the Council) by reason of the fact that the person at any time is or shall have been a director or officer of the Council, or is or shall have been serving at the written request of the Council, then such person and such person’s heirs and representatives (including, without limitation, attorneys-in-fact, guardians, executors and administrators) shall be indemnified by the Council against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding in accordance with and to the full extent then permitted by Pennsylvania law. Any person seeking indemnification from the Council shall notify the Council of the potential liability immediately. Where possible, such person shall not pay any sum or incur any expenses relating to the potential liability prior to notifying the Council and allowing the Council to participate in any decision making regarding the defense strategy and/or settlement offer concerning such potential liability. The foregoing right of indemnification shall not be deemed exclusive of other rights to which any director, officer, agent or other person may be entitled in any capacity as a matter of law or under any bylaw, agreement, vote of members or directors, or otherwise.
The Council may purchase and maintain insurance on behalf of any person to the full extent permitted by Pennsylvania law as in effect at the adoption of this bylaw or as amended from time to time. The Council may create a fund of any nature which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations.
B. Each person who at any time is or shall have been a director of the Council shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action unless:
(1) such person as
director has breached or failed to perform the duties of his or her office (as
determined under applicable Pennsylvania law), and
(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this bylaw shall not apply to:
(1) responsibility or liability of such person as director pursuant to any criminal statute; or
(2) the liability of a director for payment of taxes pursuant to local, state or federal law. The provisions of this bylaw shall be construed to limit the liability of such person as director in accordance with and to the full extent permitted by Pennsylvania law as in effect at the time of the adoption of this bylaw or as amended from time to time.
4/7/03