The Alliance of Community Associations
August 14, 2008
as Amended October 14, 2010
ARTICLE 1. NAME, PRINCIPLE OFFICE AND POWERS
SECTION 1.2 – Principle Office – The Principle office of the “Alliance” shall be located in the POPCA of the current President sitting at the time the address is required, with a mailing address of P.O. Box. 1147 Milford, Pa 18337 in Pike County, Pennsylvania. For legal purposes Klemeyer, Farley & Bernathy, LLC 402 Broad St. Milford, Pa 18337
SECTION 1.3 – Powers – The powers of the Alliance shall be defined by its Certificate of Incorporation, as amended from time to time, in addition to the powers granted to non-profit corporations by the laws of Pennsylvania and these By-Laws.
SECTION 1.4 – Purpose – The purpose of the Alliance shall be to provide a resource to the individual Community Associations that are members of the Alliance; to provide a united front, to assist and support each member Association in a manner that best serves the common interest of all members of the Alliance; and to ensure the member Associations function as intended in their Restrictive Covenants, By-Laws and Rules and Regulations that have been determined defensible by the Alliance’s members.
SECTION 1.5 Mission Statement -- “The mission of this organization is to preserve the integrity, protect the authority and autonomy, advance the common interests, and secure the future of its member community associations.”
SECTION 1.6 Definitions –
a) Member in good standing – A member who is current in all assessments/dues and abides by obligations as set forth in Section 2.4
b) Voting Unit – A Community Association in which all assessments/dues are paid in full.
ARTICLE 2 – MEMBERSHIP
SECTION 2.1 – Privately Owned Planned Community Associations (POPCA) – All POPCA, as referenced within the Planned Community Act 180, may request membership in the Alliance. Each Community based Board of Directors may designate up to three representatives from their Community to attend scheduled Alliance meetings and represents that Community. (Each POPCA shall have up to three (3) votes.
SECTION 2.2 – Types of membership in the Alliance: 1. A member of the Board of Directors; 2. Associate Director, up to #3 from each POPCA. #3. An Associate Member as approved by the Board of Directors
Active Membership, (Associate Directors) shall be assigned by each POPCA Board of Directors having one (1) vote as an Active Member at the Annual and Semi-Annual and all scheduled Special Meetings.
Associate Membership shall be offered to a member of a POPCA having served for one (1) year and have attended at least six (6) AOCA meetings during the previous year. Associate Members shall not have a vote but may participate during scheduled meetings of the Alliance. Associate member dues shall be fixed at $5.00 per year.
A Director, Associate Director, and an Associate Member who are a corporate entity must disclose this fact prior to holding any office or before being placed on a Committee or elected as a member of the Board of Directors.
The Alliance Directors and its Associate Directors shall have the right to withhold membership in the Alliance from any person or persons without reason or cause after a simple majority vote to exclude them from being a member of the Alliance is cased.
Member Associations who contribute the $350.00 start up funding for the Alliance shall be recognized as Charter Member until a nine member Board of Directors is seated. Charter Membership shall also be reflected on the Official Website of the Alliance as a permanent record.
SECTION 2.3 – Membership Privileges – Privileges of Membership in good standing shall include:
(a) The right to attend all open meetings of the Alliance.
(b) The right to request review, assistance and use of any resource approved by the Alliance for membership use.
(c) The right to petition and vote on all matters requiring Full Membership vote.
(a) Comply at all times with the Rules, Regulations and these By Laws.
(b) Conduct them in a respectful and professional manner while representing the Alliance.
(c) Pay all dues, and user fees levied under these By-Laws in a timely manner.
(d) Directors must attend at least 6 scheduled meeting during a calendar year or as Section 4.3.
SECTION 2.5 – Disciplinary Measures --
(a) The privileges conferred in (b) and (c), of SECTION 2.3 shall be revoked automatically if a Member has failed to pay the annual dues and all prior dues in full. Current year’s dues must be paid on or before March 1st in any year. All rights shall be restored after all defaults have been cured.
(b) If a Member is determined to have created a nuisance at any scheduled meeting or event taking place at any Alliance member’s Property holding the event or meeting on any Association’s property, or if any intentional action or omission of such individual or such individuals which causes damage or expense to any Association, or if the Rules and Regulations of the Host Association are violated by such individual, he/she shall be subject to the disciplinary measures provided for in the Association and the Alliance’s Rules and Regulations.
(c) The remedies provided for in SECTION 2.5 shall not prevent the Alliance or any Association from exercising any other rights it may have at Law or otherwise.
SECTION 2.6 – Removal from the Alliance Membership
The Board, by two-thirds (2/3) vote, may request a special Membership Meeting, as provided in SECTION 3.3 of these By Laws, to remove an Associate Director, Associate Member and Member as defined in SECTION 2.2 from the Alliance. That Member shall be notified of the action to be taken by the Board and the Membership and shall be given the right to make a statement and present documents in his/her defense. The call to the Board meeting at which such action is taken must list the action as an agenda item. An Associate Director or an Associate Member shall be removed by a simple majority vote of the full membership eligible to vote.
ARTICLE 3 – MEETINGS
SECTION 3.1 – Annual
Meeting – The Annual Meeting of
the Alliance shall be held in MAY
Notice of the Meeting shall be sent via the Alliance’s official publication. Such publication shall be mailed or emailed at least thirty (30) days prior to the Meeting. The business of the Annual Meeting shall consist of:
(a) approval or disapproval of the Board of Director’s report for the preceding year, a copy of which shall be mailed or emailed to members at least thirty (30) days prior to the Meeting;
(b) The election of Directors;
(c) Adoption of the annual fees; and,
(d) Such other business as may properly come before the Meeting shall be considered upon thirty (30) days written notification to the Membership.
(e) Committee reports.
SECTION 3.3 – Special Meetings – Special Meetings may be called at any time by the Board of Directors, or by ten percent (10%) of the Associate Directors eligible to vote, by their written request to the Secretary stating the purpose of the Meeting and asking the Secretary to set a date for such Meeting no later than forty (20) days after receipt of such request.
a) Contents of Petitions for Special Meetings – Printed names, signatures, name of the Association they are a member of, and the date the petition was signed must be on the Petition. A Petition shall not be circulated in excess of ninety (90) days: That is, there will be a ninety (90) day time limit from the date of the earliest signature to the date of submission of the Petition to the Board of Directors. Names on petitions must follow standard procedures of one name per Alliance member listed in the membership roles. The status of each petition must be acknowledged within thirty (30) days. Any person who files a defective petition must be notified within thirty (30) working days.
SECTION 3.4 – Voting Rights – Up to Three (3) members from each member Association shall cast a vote each for their Association. Associate Members shall have no vote. A role call vote shall take place for every matter voted upon by the General Membership.
(a) The presence of 5 Directors shall constitute a quorum for all purposes. At the Annual and Semi Annual meeting Associate Directors, in person, consisting of ten percent (10%) of the total number eligible to vote shall constitute a quorum for all purposes.
(b) The members present at a duly organized meeting may continue to do business until adjournment, withstanding the withdrawal of enough members to leave less than a quorum.
(c) If a meeting cannot be organized because a quorum has not attended, those present may, except otherwise provided by statute, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, those who attend the next of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors. In the case of any meetings called for any other purpose, those who attend the next of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting upon any resolution of other matter set forth in the notice of the meeting, if written notice of such next adjourned meeting, stating that those members who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter, is given to each member of record entitled to vote at such next adjourned meeting (which may be the same day as the original meeting).
(d) The majority of the votes cast, in person, shall be sufficient to adopt any resolution except as provided in Article 10 for the amendment of these By Laws.
(a) Hire any and all employees necessary to conduct the business of the Alliance and establish a rate of pay.
(b) Manage the business and affairs of the Alliance in trust for the Members.
(c) Promulgate Rules and Regulations for the general welfare, health and safety of the Members of the Alliance;
(d) Levy dues to finance the affairs of the Alliance;
(e) Act on regulations adopted by the Annual, or a Semi Annual Meeting and all General Meetings, (no special assessments are to be levied unless approved by the Membership at an Annual or Semi Annual meeting); and,
(f) Adopt appropriate procedures to put into effect the provisions of these By Laws
SECTION 4.2 – Number, Term, Elections – In order to establish the Directors under these By-Laws for the initial election of a Board of Directors, at the October 2008 Annual meeting. Nominations for the Board shall be by nominations from the floor at the September 2008 meeting of the Alliance. After the formal Board of Directors is seated these By-Laws shall apply.
(a) There shall be nine (9) Directors who shall constitute the Board of Directors. At each Annual Meeting, three (3) Directors shall be elected to serve for a three (3) year term. To establish the first stagger, the three (3) highest vote count shall be for two (3) year terms and the three that received the next highest votes will serve for a two (2) years and lowest votes shall serve for a one (1) year term.
(b) Only one member of any Association may serve as a Director of the Alliance at any one time. Directorship can be held by any Associate Director, Associate Member or an incumbent Director of the Board. In all cases, Section 4.2 shall apply to any nomination.
(c) If any vacancy shall occur between Annual Meetings, the vacancy shall be filled by the Board of Directors within sixty (60) days. The Director so chosen shall serve until the next Annual Meeting at which time any un-expired term shall be filled by the general election.
(d) No Director shall serve or be elected to more than six (6) consecutive years with the exception of the time appointed to fill a partial term preceding the start of the six (6) years. Those Members may serve six (6) consecutive years in addition to the appointed term.
(e) Any Director ineligible for re-election under (d) of this Section 4.2, shall again be eligible for Election one (1) year after the expiration of his/her last term.
(f) Nominations – applications for nominations and petitions must be submitted to the Nominating Committee no later than 31st of August of each year, and will be reviewed by the Committee for conformance to the following requirements:
(2) Be currently on the Board of Directors and also in good standing.
(3) An Associate Director must submit an application for Directorship. An Associate Member in good standing must submit a petition signed by at least one-third (1/3) of the Members in good standing.
(4) The Nominating Committee shall interview all Applicants for the Board of Directors. The Nominating Committee shall not require Petitioners or an incumbent Director to submit to an interview.
After Applicants have completed the nomination process, and after a Petitioner’s petition has been validated, names of the approved nominees, hereafter designated Candidates, will be sent to the Board and then to all Associate Directors with the call to the Annual Meeting at least thirty (30) days prior to said Annual Meeting.
The Nominating Committee shall be chaired by the most immediate past president of the Alliance who is not a candidate for election and who is currently on the Board. Otherwise, the Treasurer or Secretary shall be chairperson if not a current candidate for election. If none of the above officers meet the stated criteria, then a present Director who is not a candidate for election shall be the Chairperson. No person shall be eligible to serve on the Nominating Committee who is a current Board member, a current candidate for election to the Board, a significant-other co-habiting together or a spouse of a Board member or candidate for election to the Board.
All individuals nominated for election as Candidate for the Board of Directors, in order to be eligible for the taking of office, upon election, shall have maintained status as a Member in good standing from the date of the nomination until the date of taking office. Any lapse in status as a Member in good standing during such period of time shall disqualify the individual from qualification to sit as an elected Board Member. Thereafter, upon taking office as a Member of the Board of Directors, any Board Member who fails to maintain status as a Director in good standing, shall be immediately disqualified and shall not again serve as a Member of the Board of Directors until and unless the individual is subsequently elected in full accordance with the provisions of this Section and all other applicable Sections of the By Laws.
Members of the Board of Directors and their immediate families shall not hold any paid position, either part time or full time, unless approved by a two-thirds (2/3) vote of the Board of Directors of the Alliance.
All individuals nominated for election must have e-mail internet access.
SECTION 4.3 – Resignation by Absence – A member of the Board of Directors absent from three (3) consecutive unexcused meetings in one administrative year shall be deemed to have resigned and the Board shall fill the vacancy in accordance with SECTION 4.2 (c). At the discretion of the Board, this provision may be waived in case of a prolonged illness of the Director or if the absence is approved by majority vote. Reasons of family illness and inclement weather are also acceptable.
The Board of Directors may declare vacant the office of a Director if he or she: is declared of unsound mind by an order of court; is convicted of a felony; within sixty (60) days after notice of his or her selection does not accept such office either in writing or by attending a meeting of the Board of Directors; misses three or more consecutive unexcused regular meetings of the Board in one administrative year; or if he or she is no longer a member in good standing with the Association.
Each Director of the Association shall stand in a fiduciary relationship to the Association and shall perform his or her duties as a Director, including duties as a member of any committee of the Board 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 Association, 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 shall be entitled to rely in good faith upon information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:
(a) One or more officers or employees of the Association whom the Director reasonably believes to be reliable and competent in the matters presented.
(b) Counsel, public accountants or other persons as to matters that the Director reasonably believes to be within the professional or expert competence of such person; or
(c) A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted.
In discharging the duties of their respective positions, the Board of Directors, committees of the Board and individual Directors may, in considering the best interests of the Alliance, consider the effects of any action upon employees, upon suppliers and clients of the Association, upon communities in which offices or other establishments of the Alliance are located and upon all other pertinent factors. The consideration of these factors shall not constitute a violation of this section.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Alliance. A Director of the Alliance shall not be personally liable for monetary damages for any action taken as a Director, or any failure to take any action, unless:
(a) The Director has breached or failed to perform the duties of his office under this section; or
(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this paragraph shall not protect Directors from:
(a) Responsibility or liability pursuant to any criminal statute; or
(b) Liability for the payment of taxes pursuant to local, State or Federal law.
SECTION 4.4 – Recall
(a) The Board, by two-thirds (2/3) vote, may request a special Membership Meeting, as provided in SECTION 3.3 of these By Laws, to remove a Director from office. Such Director shall be notified of the action to be taken by the Board and given the right to make a statement in his/her defense. The call to the Board meeting at which such action is taken must list the action as an agenda item. A simple majority vote of the Directors and the Associate Directors is needed to effect the recall of a Director.
(b) The Membership (Associate Directors) may petition the Board to call a Special Meeting, as specified in SECTION 3.3 of these By Laws, to recall a Director from office.
(c) Recall petition guidelines to be followed as in SECTION 3.3(a).
SECTION 4.6 – Quorum and Voting – 5 members of the Board shall constitute a quorum and shall conduct all business. All decisions of the Board shall be by majority vote of those physically present and voting, except as provided in SECTION 4.4. The President Officer at the Board meeting shall vote only in the case of a tie. The meeting may be open to all forms of telecommunications if expressly approved in advance by a two-thirds (2/3) vote of the Board.
To review and discuss Alliance business which, if conducted in public, would violate a lawful privilege or lead to the disclosure of information or confidentiality protected by law, including matters related to the initiation and conduct of investigations of possible or certain violations of the law and quasi-judicial deliberation.
SECTION 4.8 ASSOCIATE DIRECTORS: Three (3) Planned Community Association Members not sitting as a member of the Board of Directors shall, if requested by their Association, sit as an Associate Director. All others from that Community shall be Visitors / Guests of the Alliance. Three (3) people from each Association not holding a Directorship will be titled as an Associate Director entitled to address the Board in all matters and shall have one (1) vote each during the Semi Annual, Annual and any Special meeting. Visitors/Guests shall not address the Board unless specifically recognized by the Chair to address the Board of Directors. Associate Directors shall be confirmed by the Board of Directors and shall not be required to undergo the requirements of Section 4.2
The nine (9) members of the Board of Directors shall conduct the business of the Alliance and be the voting block during monthly or any scheduled meeting of the Board, not including Annual and Semi Annual meetings or a Special Meeting called by Petition or the Board of Directors.
ARTICLE 5 – OFFICERS
SECTION 5.1 – Officers –
(a) The officers shall be the President, Vice President, Secretary and Treasurer and such other officers as the Board may from time to time create.
(b) At the conclusion of the Alliance Annual Meeting, reorganization for the newly elected Board to elect officers shall take place. Notice of reorganization shall be sent ten (10) days prior to elected officers or with the call for the Annual Meeting. The Board of Directors shall elect the Officers from among its Members. All Officers shall serve a one (1) year term. No member may serve as President for more than (3) years consecutively unless a 2/3 vote of the board in support of the current President is cast at the re-organization meeting held each year.
(c) If the immediate Past President is not a Director in a year following his term as President, he/she shall become an At-Large Associate Director of the Board without voting privileges unless selected by his/her Home Association as an Associate Director with voting privileges.
SECTION 5.2 – Duties of President and Vice-President – The President, or if at any time the President be absent or unable to act, the Vice-President, shall:
(a) Preside over all Meetings of Members and of the Board of Directors;
(b) along with one (1) other Officer, sign all contracts, loans, and other instruments approved by the Board
(c) confirm all standing Committees with the approval of the Board; and,
(d) Have such other powers and duties as are assigned by the Board.
SECTION 5.3 – Duties of Secretary – The Secretary shall keep a record of all Membership meetings and meetings of the Board of Directors, shall be custodian of all legal records and the corporate seal of the Alliance, and shall report to the Board on all correspondence. The Secretary shall be responsible for the mailing and emailing of all Membership meeting notices for meetings of the Board.
SECTION 5.4 – Duties of Treasurer – The Treasurer shall have custody of all Alliance funds and securities and shall have the responsibility to see that full and accurate records are kept of all income and disbursements for the Alliance, and shall report to the Board at each meeting on the financial condition of the Alliance.
One of the resources of The Alliance of
Community Associations (“AOCA”) is the finances of the ASSOCIATION comprised of
member funds, the primary source of which is the annual dues and, from time to
time, assessments. The Treasury is used to support the decisions of the
Executive Committee and the Board of Directors who are authorized, under the By
Laws of AOCA (“the By Laws”), to act on behalf of the entire Membership.
SECTION 5.5 – Executive Committee –
(a) Unless otherwise directed by the Board of Directors, the executive committee of the Board of Directors shall be comprised of the President, the Vice President, the Treasurer and the Secretary. The executive committee shall have and exercise all of the authority of the Board of Directors including all actions specified in these Bylaws as actions to be taken by the Board of Directors where it is necessary or desirable to do so between meetings of the Board of Directors except that the executive committee shall not have the authority to: (1) amend, alter or repeal these Bylaws, (2) elect, appoint or remove any Director or officer of the Alliance, (3) adopt a resolution proposing an amendment to the Articles of Incorporation, (4) adopt a plan of merger or consolidation with another corporation, (5) acquire or authorize the sale, lease, exchange or mortgage of any real property of the Alliance, (6) authorize the sale, lease, exchange or mortgage of all or substantially all of the personal property and assets of the Alliance, (7) authorize or institute proceedings for the voluntary dissolution of the Alliance, (8) adopt a plan for the distribution of the assets of the Alliance or (9) amend, alter or repeal any resolution of the Board of Directors
(b) The executive committee is authorized to receive, hold, invest, manage, allocate and apply on behalf of the Alliance and in the furtherance of its purposes and objectives, all income received by the Alliance and all real and personal property received or owned by the Alliance.
(c) The Executive Committee shall act on all matters requiring Board approval in the interim period between Board meetings, subject to the limitations in SECTION 7.4. However, all actions of the Executive Committee must be approved by the Board at the next Meeting of the Board.
ARTICLE 6 – COMMITTEES
SECTION 6.1 – Appointment – All standing Committees shall meet within 30 days after the Annual General Election at the Alliance office or designated meeting area for the sole purpose of reorganization. The President of the Board assigns a liaison, who will preside at the reorganization, of each standing Committee. The liaison develops Committee membership by using a list of previous Members, and an open call to general Membership. The Chairperson for each standing Committee shall be chosen by the Committee Members. Members of standing Committees shall be limited to two Committees. Board Liaison is considered Committee membership for the purpose of this Rule. The Nominating Committee shall be appointed as provided in SECTION 4.2(f) of these By Laws.
SECTION 6.2 – Powers – All Committees shall function as extensions of the Board and shall report all recommendations to the Board for final action. No Committee shall have the power to commit the Alliance to any action. Each standing Committee shall have a Board of Director liaison to make reports or to pass information from the committee to the Board of Directors during open meetings.
SECTION 6.3 – Standing Committees – The following shall be the Standing Committees who shall act only as provided in
Legal Affairs: The Legal Affairs Committee shall consist of at least three (3) voting members and a Board of Directors Liaison. Only voting members shall participate on this Committee. This committee will oversee the application of these By Laws, State and Local laws or ordinances that may affect the Alliance’s members, and any other rules or operating procedures adopted by the Board of Directors and the membership. Make recommendations for the selection of Legal counsel or counsels to represent the Alliance.
(a) Planning and Resources: to study and recommend plans for the long-term growth of the Alliance; to research and recommend methods to combine purchases, contracts, insurance and other common expenses that will lower costs through bulk buying.
(b) Finance: to prepare the annual budget, to review the annual audit, investigate all matters affecting the budget items and direct the investment and insurance program of the Alliance.
(c) Rules and Regulations and By Laws: To develop and establish rules of conduct for the Alliance and to recommend changes, from time to time, when and if required.
(d) State, County Legislative Action Committees: The Legislative Action Committee monitors legislative actions at the local, state and federal levels; recommends Alliance positions on specific issues, publicizes and enlists support for those positions. The Legislative Action Committee may be the largest committee having members appointed by each POPCA working in concert with the Alliance’s, Associate Directors, Associate Members and Members as defined in SECTION 2.2.
(e) Communication: To supervise and produce the Alliance’s official publication and any other medium of contact between the Alliance and its Members.
(f) Membership: The Membership Committee is responsible for increasing the number of individual and institutional members and ensuring the retention of these members through the offering of services that meet their needs. The Membership Committee consists of three appointed members plus the chair. Appointments are for a three-year term and are made on a staggered basis with one-third of the positions filled each year. The chair's appointment is for one year. The composition of the Committee is intended to reflect as broadly as possible those constituencies that are well-represented in the Alliance membership as well as those that are underrepresented.
(g) Alliance Advisory Committee for Special Projects: This committee will be formed to review and advise the Board of Directors on Special Projects that should be undertaken on behalf of a member Association as it is affected by an outside issue. Up to 50% of the members of this committee may be individuals who might or might not be members of POPCA’s or Associate Members of the Alliance but who are designated by the Board to serve based on such individuals’ interests or expertise. The remainder of the committee members must be Directors or Associate Directors of the Alliance.
(h) Additional Committees, may be established at the discretion of the Board of Directors by a simple majority vote.
ARTICLE 7 – FINANCE
SECTION 7.1 – Fiscal Year – The Fiscal Year of the Alliance shall correspond to the Administrative year, which shall be January 1st to December 31st.
SECTION 7.2 – Budget – All expenditures of the Alliance shall be provided for in the official budget of the Alliance. Prior to the Annual Meeting, the Finance Committee shall prepare a proposed budget for the next fiscal year, including the amount of dues to be levied for the next fiscal year. This Budget shall be submitted to the Board of Directors for its approval no later than thirty (30) days prior to the issuance of the call for the Annual Meeting. The proposed budget, as approved by the Board, shall be included in the call for the Annual Meeting for discussion. An official budget shall then be adopted by a majority vote of all Members present and entitled to vote at the Annual Meeting.
SECTION 7.3 – Dues, Fees, Assessments –
Membership dues- Dues shall be fixed as part of the official Budget adopted at each Annual Meeting. The dues amount shall require a majority vote in support of the amount.
Assessments /fees shall be based upon the needs of the Alliance and shall require a majority vote in support of the amount. Assessments shall be used to fund a project or a Special fund as approved by a majority vote of the membership.
Associate Members dues shall be fixed at $5.00 per year as a member.
SECTION 7.5 – Cash Management –
(a) All funds of the Alliance shall be invested by the Treasurer and Finance Committee, with the approval of the Board, in Certificates of Deposits or other instruments that are fully insured, U.S. Government backed and yield the highest possible interest rate while limiting bank balances to a maximum of $100,000 so as to be covered by FDIC insurance.
(b) Withdrawal of funds from the Operating Account shall require the signature of any one (1) Officer.
(c) Withdrawal from any other Alliance’s Account, if established, shall require signatures of any two (2) Officers.
SECTION 7.6 – Books and Audit –
(a) All of the books, records and membership lists of the Alliance shall be kept in the Alliance office, or designated office, open and available for inspection to all Members of the Alliance as approved by the Board of Directors. No member may be given a copy of the Membership list without the approval of the Board. Said approval may only be given for non-commercial use and related to the affairs of the Alliance.
(b) The books shall be reviewed every three years by Vice President and Secretary and the results of the review published in the Alliance’s official Publications. The Board may order a special review any time during a fiscal year.
SECTION 7.7 – Borrowing –
(a) All borrowing to meet operating and capital expenses shall be approved by the Board. No borrowing shall be made to meet operating expenses unless said borrowing can be liquidated by reasonable expectations of receipt of dues, fees and assessments outstanding at the time of such borrowing.
(b) All borrowings to finance capital expenditures shall be approved by the Board at a meeting called for that purpose, by a two-thirds (2/3) vote of the total Board membership.
(c) No debt to finance capital expenditures shall be authorized which has the effect of creating interest expense in excess of ten percent (10%) of the total operating expense budget of the Alliance.
ARTICLE 8 – INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 8.1 The Alliance shall, to the full extent permitted by Pennsylvania law, indemnify with insurance coverage every Director, Officer and Committee Member and their respective heirs, executors and administrators against all loss, costs, and expenses, including reasonable counsel fees incurred in connection with any action, suit or proceeding to which such person shall be named a party by reason of being, or having been, a Director, Officer or Committee Member of this Alliance. The same indemnification shall be applicable to any employee of the Alliance, for any action of such person, which is within the scope of that person's duties for the Alliance.
ARTICLE 9 – AMENDMENTS
SECTION 9.1 – These By-Laws may be amended by the Members at the Annual Meeting, Semi Annual Meeting or at a Special Meeting called for that purpose.
SECTION 9.2 –
(a) An amendment may be presented for action at a Membership Meeting after having been approved by a two-thirds (2/3) vote of the Board of Directors who are present and voting at the same Board Meeting.
SECTION 9.3 – An amendment shall be adopted at an Annual or Semi-Annual meeting or at any meeting called to order for the purpose of amending the By-Laws. A By-Law amendment is approved or passed when approved by a majority of votes cast in favor of the amendment.
ARTICLE 10 – PROCEDURE
SECTION 10.1 – The rules contained in Robert's Rules of Order shall govern the Alliance and its committees in all cases to which they are applicable, and in which they are not inconsistent with the By Laws and Mission Statement of the Alliance.