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By-Laws « Shadyside Action Coalition

By-Laws


These are the organization’s bylaws that are currently on-file with, and approved by, the Internal Revenue Service allowing the Shadyside Action Coalition to operate as a 501.c.3 charitable organization. They were adopted by membership vote at an annual meeting on May 1, 2009:

Constitution and By-Laws of the
Shadyside Action Coalition

ARTICLE I. Name

The name of the organization shall be the Shadyside Action Coalition (SAC or the Coalition).

ARTICLE II. Purpose

The Shadyside Action Coalition is an independent, non-profit, non-partisan coalition of Shadyside individuals and organizations formed

  1. To stimulate cooperative study, planning, civic and social action on problems and concerns which affect the quality of life in Shadyside;
  2. To promote cooperation among individuals, organizations and institutions;
  3. To develop the human and physical resources of the Shadyside community;
  4. To promote and participate in all lawful public and private functions which will benefit the residents and improve living conditions in Shadyside;
  5. To promote cooperation and mediation in cases of disputes between community members.

ARTICLE Ill. Territory

The organization shall be concerned with the area known as the Shadyside section of the city of Pittsburgh, bounded by Fifth Avenue on the south, Penn Avenue on the east, Baum Boulevard on the north and Neville Street on the west.

ARTICLE IV. Membership

  1. Any person residing within or contiguous to the designated boundaries of SAC shall be eligible for individual membership.
  2. Any group or organization composed of at least ten (10) members and based within or contiguous to the designated boundaries shall be eligible for membership, and shall be known as member organizations. Five (5) representatives or their alternates may represent member organizations within SAC. Names of the representatives and alternates shall accompany the membership application to SAC. Changes in representatives or alternates must be submitted to the SAC staff who will notify both the President & Vice President no less than two (2) weeks prior to the meeting at which the change becomes effective.
  3. New members may not vote at SAC meetings until 60 days after payment of dues
  4. Membership shall be renewed annually in advance of the anniversary date on which the membership dues were paid.

ARTICLE V. Dues

  1. Each member organization and individual member shall pay dues annually as a membership fee. The Executive Board shall set the specific amount at least forty-five (45) days prior to the beginning of the next fiscal year.

ARTICLE VI. Organization and Operation

Section 1. Membership

  1. The Membership shall, at the Annual Meeting elect officers and members of the Executive Board, pass policy resolutions and goals, and may amend the Constitution and By-laws.
  2. The President of SAC shall set the agenda for all meetings. Any additional item, submitted to the President by a SAC member at least three (3) days prior to a meeting, shall be a part of its agenda.
  3. Each member organization may be represented by (1) person eligible to vote or his/her alternate. Only duly appointed delegates (or their alternates) from member organizations, individual SAC members, officers of SAC, and members of the Executive Board may cast one vote on any matter properly brought before the Membership.
  4. The Full Membership may have up to four (4) meetings during the fiscal year, beginning with the Annual Convention. The meetings may be held on specific dates determined by the Executive Board.
  5. Notices of these meetings shall be distributed at least seven (7) days prior to the meeting dates. Notices shall be sent to members, officers of SAC, members of the Executive Board, and presiding officers of member organizations.
  6. All meetings of the SAC Board are open meetings.
  7. For purposes of Pennsylvania Non-Profit Corporation Law, the member organizations and individual members are the shareholders of the Corporation with each member organization deemed to hold five (5) shares.

Section 2. Annual Meeting

  1. The Annual Meeting shall have the power to amend the Constitution and By-Laws. The Annual Meeting shall have the power to elect the officers of SAC and the members of the Executive Board. Election shall be by secret ballot. If there is only one nomination for any office at the close of nomination, voting for that office may be by acclamation. The Annual Meeting shall have the power to pass policy resolutions identifying problem areas and issues, which the organization will work on during the coming fiscal year.
  2. The President shall set the agenda for the Annual Meeting.
  3. At the Annual Meeting, a resolution may be placed on the agenda when supported by ten (10) members eligible to vote and submitted to the President ten (10) days prior to the Annual Meeting.
  4. Each member organization may be represented by not more than one (1) person eligible to vote (or his/her alternate). Only duly appointed delegates (or their alternates) from member organizations, individual members, officers of SAC, and members of the Executive Board may cast one vote on any matter properly brought before the Annual Meeting.
  5. The Annual Meeting shall be held once a year during the month of May and shall be one of the four annual meetings. The Executive Board shall set the specific date no later than the February Executive Board meeting. The agenda for the Annual Meeting shall be sent to the Membership, officers of SAC, members of the Executive Board and presiding officers of member organizations at least seven (7) days prior to the Annual Meeting.
  6. The Annual Meeting is an open meeting.

Section 3. Executive Board

  1. The Executive Board shall be the working body responsible for developing and carrying out programs to meet the purpose of the organization as adopted by the Membership.
  2. The Executive Board shall deal with issues involved in carrying out the resolutions adopted by the Membership.
  3. The Executive Board shall approve the chairs of all Issue Committees, as appointed by the President, at the first meeting following the Annual Convention. The Executive Board shall be responsible for conducting an annual evaluation of the SAC staff.
  4. The Executive Board shall be responsible for developing resolutions for the coming year, and to publish them to the Membership with the notice of the Annual Meeting.
  5. The President shall set the agenda for the Executive Board.
  6. Any item, submitted in writing or email to the President by a member of SAC or Executive Board at least three (3) days prior to a meeting of the Executive Board, shall be a part of its agenda.
  7. The Executive Board shall be composed of the elected officers, up to ten (10) members elected at large, the immediate past President, and the chairs of standing and issue committees. Only these persons are eligible to vote at any meeting of the Executive Board. A member of the Executive Board must be a member of a member organization or an individual member. No more than two (2) at-large members shall be elected from any member organization.
  8. A Board member elected at-large may serve in that capacity for no more than three (3) consecutive terms.
  9. Regular meetings of the Executive Board shall be held on a monthly basis. The time and dates of such meetings shall be determined by a vote of the Executive Board at its first meeting following the Annual Meeting. Dates of these meetings shall be published at the Executive Board meeting and in the next Membership publication. The agenda for these meetings shall be distributed at least seven (7) days prior to the meeting, and shall be sent to officers of SAC, members of the Executive Board and presiding officers of member organizations.
  10. A report of the Executive Board actions shall be sent to the Membership and to presiding officers of member organizations.
  11. All meetings of the Executive Board are open meetings.
  12. For purposes of Pennsylvania Non-Profit Corporation Law, members of the Executive Board are the directors of the Corporation.

Section 4. Committees

  1. Committees shall be responsible for the administration of the specific functions and activities as directed by the Executive Board, and shall be responsible to the same.
  2. The Executive Board shall only establish committees to reflect the resolutions adopted by the Annual Convention, or at subsequent Membership meetings or as needed to carry out internal administrative functions.
  3. The Chair of any Standing or Issue Committee shall be appointed by the President, subject to the approval of the Executive Board, for a term of one year.
  4. Terms of all Committee Chairs and members shall end with the beginning of the first Executive Board meeting after the Annual Convention.
  5. A Committee Chair may serve in that capacity for no more than three (3) consecutive terms.
  6. Every Committee shall contain member organization representatives and/or individual members. Others may be appointed if specific skills are needed that are not available within member organizations themselves. Unless otherwise specified, the Committee Chair shall appoint members of committees.
  7. Issue Committees
    1. Issue Committees shall be established by the Executive Board at the first meeting of this body following the Annual Convention and at other times as required by the Membership. The Committees shall only be established to reflect resolutions adopted by the Membership.
    2. The President shall appoint the chair of any Issue Committee, subject to the approval of the Executive Board. The Chair of an Issue Committee shall serve on the Executive Board as a voting member.
    3. The membership of an Issue Committee can be as large as necessary for the committee to accomplish its task, and should represent as broad a cross-section of the membership as possible.
    4. The Committees shall exist until the first Executive Board meeting following the next Annual Convention, unless earlier discharged by the President with the approval of the Executive Board.

H. Special Committees

  1. Special Committees may be established by the Executive Board to carry out internal administrative functions and shall include, but not be limited to, the Personnel Committee and the Nominating Committee.
  2. The President shall appoint the Chair of any Special Committee, subject to the approval of the Executive Board. The Chair of a Special Committee shall not serve as an ex-officio member of the Executive Board.
  3. The Personnel and Nominating Committees shall each consist of no less than three (3) members, to be selected from current members of the Board
  4. The Nominating Committee shall:
    1. Recommend nominating policies and procedures for ratification by the Membership at least forty-five (45) days prior to the Annual Convention.
    2. Solicit and receive names of candidates for the five (4) elected officers and the at-large members of the Executive Board.
    3. Prepare all necessary materials for the election.

ARTICLE VII. Officers and Duties

The elected officers shall be the President, Vice President, Secretary, and Treasurer.

  1. Term of Office: All officers shall be elected at the Annual Meeting for a term of one (1) year or until their successors are elected. Any officer may hold only one (1) office at a given time, and serve in that capacity for no more than three (3) consecutive terms. However, the Treasurer may serve up to four (4) consecutive terms.
  2. Qualifications: All officers must be members of a member organization or an individual member. No officer may be a full-time paid public official, either elected or appointed.
  3. Duties of the Officers:

    President: The President shall preside at all meetings of the Executive Board, the Membership meetings and at the Annual Meeting; shall supervise and implement policies and programs adopted by the Membership, and shall be the official spokesperson for the Coalition. The President shall vote only to break a tie vote. The President shall be responsible for management and accountability of the paid Administrative Assistant.

    Vice President:

    The Vice President shall preside at meetings in the absence of the President. The Vice President shall assume all responsibilities of the President in his/her absence. The Vice President shall assume, in the event of death, resignation, or removal of the President, all of the President’s duties for the unexpired term.

    Secretary: The Secretary shall keep minutes of the Executive Board and Membership meetings and the Annual Convention; and shall keep all records and documents of the organization not assigned to others. The Secretary shall be responsible for soliciting new members and annual membership renewals, accrediting delegates, maintaining a current list of member organizations and the names of individuals representing those organizations, maintaining a list of individual members, maintaining records of attendance at Membership meetings, and ensuring that timely notices are sent as required by the By-Laws.

    Treasurer: The Treasurer shall have custody of all funds, financial books and records of SAC; shall receive, disburse, and account for all monies of the organization; shall deposit all monies belonging to SAC in depositories selected by the Executive Board. The Treasurer, and the President or other officer(s) designated by the President, shall countersign all checks, receipts, notes and other instruments involved in the financial affairs of SAC. The Treasurer shall be responsible for reporting the financial status of the organization at the Annual Meeting and Executive Board meetings.

  4. Removal from Office At any special meeting of the Membership called for that purpose, any member of the Executive Board may be removed from office by a majority of the votes entitled to be cast at that meeting.
  5. Filling Vacancies
    1. Vacancies occurring among the elected officers and members of the Executive Board shall be filled by a vote of a majority of the remaining members of the Executive Board, though less than a quorum.
    2. Each person so elected shall hold office until the next Annual Meeting, or until his/her successor is elected.

ARTICLE VIII. Indemnification and Liability

Section 1. Personal Liability of the Executive Board

No Executive Board member of SAC shall be personally liable for monetary damages for any action taken or failure to take any action as a member of the Board, unless such member, in addition to any and all other requirements for such liability shall:

  1. Have failed to perform his/her duties as a member in good faith, and in a manner he/she believes to be in the best interest of SAC and with such care, including reasonable inquiry, skill, and diligence as a person of ordinary prudence would use under similar circumstances and
  2. Such failure or breach of his/her duty constitutes self-dealing, willful misconduct or recklessness.

The provisions of this Section 1. of Article VIII. shall not apply to:

  1. The responsibility of liability of an Executive Board member pursuant to any criminal statute or
  2. The liability of an Executive Board member for the payment of taxes pursuant to local, state, or federal law.

Neither the amendment nor repeal of this Section 1. of Article VIII., nor the adoption of any provision of the By-laws inconsistent with this section in respect of any matter occurring, or any cause of action, suit or claim that, but for this section would accrue or arise, prior to such amendment, repeal or adoption on an inconsistent provision.

Section 2. Indemnification

SAC shall indemnify and hold harmless to the fullest extent permitted by law any Executive Board member or officer, and may indemnity any other employee or agent, who was or is made or is threatened to be made a party or is involved in any action, suit, or proceeding whether civil, criminal, administrative, or investigation by reason of the fact that he/she, or a person for whom he/she is the legal representative, is or was a director, officer, employee or agent of SAC or is or was serving at the request of SAC as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans against all expenses, liability and loss reasonably incurred or suffered by such person. SAC shall indemnify any person seeking indemnity in connection with a proceeding initiated by such persons only if the Executive Board of SAC authorized the proceeding. The rights conferred on any person by the Article shall not be exclusive of any other right which such person may have or hereafter acquire, under any statute, provision of the Certificate of Incorporation, By-law, agreement, vote of members or disinterested directors or otherwise.

ARTICLE IX. Meetings

Section 1. Special Meetings

  1. Special meetings of the Executive Board or the Membership may be called by the President, by a majority vote of the Executive Board, or by a written request of twenty (20) representatives of the Membership.
  2. The Secretary shall give notice of the time and place of all special meetings not more than four (4) days from the date of said request, and not less than four (4) days prior to the date of the meeting.
  3. No business other than that which is designated by the notice of the meeting shall be conducted at any special meeting.

Section 2. Quorum

  1. At any meeting of the Membership including the Annual Convention, duly called and with proper notice, a quorum shall consist of those present.
  2. At any meeting of the Executive Board, fifty (50) percent of its members shall constitute a quorum.

Section 3. Absenteeism

If an Executive Board member misses three consecutive meetings without a written excuse, that seat is automatically vacant and shall be filled as provided in these By-Laws.

Section 4. Waiver of Notice

Whenever any written notice is required to be given by statute or by these By-laws, a waiver thereof in writing signed by the delegates, or members of the Executive Board (as the case may be) entitled to such notices, shall be deemed the equivalent of the giving of such notice. The business to be transacted shall be specified in the waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the grounds that the meeting was not lawfully called or convened.

Section 5. Action by Consent

Any action, which may be taken at a meeting of the Executive Board, 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 Board and filed with the Secretary of SAC.

Meetings by Conference Telephone

One or more Board members may participate in a meeting of the Board, or of a committee of the Board, by means of conference telephone or similar communications equipment which permits all persons participating to hear each other, and all persons so participating shall be deemed present at the meeting.

Meetings and Votes by E-mail

The President may on occasion solicit opinions or votes from the Executive Board via e-Mail. Results of such votes should be emailed to the Board and published in the minutes of the forthcoming Executive Board meeting.

Section 6. Operation as an Exempt Organization and Compliance with Requirements of Internal Revenue Code

SAC has been organized and shall be operated exclusively for charitable, educational and scientific purposes; and shall not enter into any agreement, nor shall its members, Board members or officers adopt any resolution or By-law, take any action or carry out any activity by or on behalf of SAC, not permitted to be entered into, take or carried on by

  1. An organization that is described in Section 501 (c)(3), 509(a)(l) and 170(b)(l)(A)(iii) of the Internal Revenue Code,
  2. An organization, contributions to which are deductible under Section 170(c)(2) of the Code, and
  3. An organization subject to the Solicitations of Charitable Funds Act, August 9, 1963, P.L. 638,81 as amended.

ARTICLE X. General Provisions

Section 1. Corporate Records

SAC will keep all of its records at its registered office including minutes of all meetings, a membership register and complete record of its finances.

Section 2. Checks, Drafts, Etc.

All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of SAC and any and all securities owned or held by SAC requiring signature for their transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Executive Board.

Section 3. Fiscal Year

SAC’s fiscal year shall begin May 1st, and end April 30th of the following year.

Effective Date 05/01/2009