GREATER WEST CHESTER SUNRISE ROTARY FOUNDATION
A NONPROFIT CORPORATION
PURPOSES AND POWERS
1.01. These Bylaws constitute the code of rules adopted
by Greater West Chester Sunrise Rotary Foundation (hereinafter
"the Foundation" or "the corporation") for the regulation and
management of its affairs.
1.02. This corporation will have the purposes or powers
as stated in its Articles of Incorporation, and such powers as
are now or may be granted hereafter by the Nonprofit Corporation
Law of 1988 of the Commonwealth of Pennsylvania, or any successor
The corporation shall have the following powers in addition:
A. To receive gifts and donations made by deed, will
or otherwise, upon such terms as shall be dictated by the
Testator or donor consistent with the general purposes of the
Foundation. All funds and property received are to be dedicated
irrevocably and exclusively to public, charitable and educational
purposes in accordance with these Bylaws. In no event are the
Directors to accept funds or property on any other basis than an
outright gift to or for the use and purpose specified in the
purpose clause of the corporation and the Directors are
prohibited from accepting funds or property in any condition in
which there is a right of reverter to the donor or his heirs or
in which an interest, life estate or right is retained to any
B. No part of the activities of the corporation shall
be the carrying on or propaganda or otherwise attempting to
influence legislation, and the corporation shall not participate
in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for
C. To administer such property or funds together with
the income therefrom, with full power of disposition and control
thereof, unless otherwise limited by the terms and conditions
applicable to specific gifts, devises or bequests made to and
accepted by said corporation.
D. To appropriate and devote all funds, property and
income entrusted to it by gifts, devises or bequests made to and
accepted by said corporation.
E. To create trusts of and from unrestricted funds or
property at its disposal and to fix the conditions thereof.
F. To acquire, hold, own and dispose of all kinds of
property including real estate, when useful or necessary in
promoting educational and charitable purposes as herein
G. To do such further and additional acts and things
as may be necessary, incidental or convenient in the attainment
of the purposes herein expressed and in the administration of its
funds and property to achieve those purposes.
H. To conduct lawful activities which may include the
charging of fees or prices for its services or products, all such
receipts to be applied to the purposes stated herein and in the
Articles of Incorporation. Any and all incident profits received
by the corporation shall be similarly applied to those purposes,
and in no case shall be divided or distributed in any manner
whatsoever among the Directors or officers of the corporation.
I. To exercise any right or privilege allowed or
authorized by law not herein expressed or implied.
The primary purpose of this corporation is charitable.
2.01. The principal place of business of this
corporation in Pennsylvania will be located at 442 North High
Street, West Chester, Pennsylvania, or at such other locations as
the Directors shall from time to time establish. In addition, the
corporation may maintain other offices either within or without
the Commonwealth of Pennsylvania as its business requires.
2.02. The location of the registered office of this
corporation is stated in the Articles of Incorporation. Such
office will be continuously maintained in the Commonwealth of
Pennsylvania for the duration of this corporation. The Board of
Directors may from time to time change the address of its
registered office by duly adopted resolution and amend its
Articles or file the appropriate statement with the Department of
3.01. The corporation shall have no members nor
Definition of Board of Directors
4.01. The Board of Directors is that group of persons
vested with the management of the business and affairs of this
Structure of the Board
4.02. The Board of Directors of this corporation will
constitute a single class.
Qualifications of Directors
4.03. Directors shall be members in good standing in the
Greater West Chester Sunrise Rotary Club (hereinafter, "the
Number of Directors
4.04. The number of Directors of this Corporation will
not be less than six nor more than ten.
Terms of Directors
4.05. The Directors shall be as follows:
(a) The past presidents of the Club for each of the
four preceding years.
(b) Two (2) members elected at large by the Board of
Directors of the Club for two-year terms. Such members may serve
no more than two terms in succession.
(c) A secretary and a treasurer, who may or may not
already be members of the Board of Directors, and who shall be
elected to such offices by other members of the Board. The
secretary and treasurer shall be elected to one year terms, and
may succeed themselves indefinitely.
(d) A president, who may or may not already be a
member of the Board, and who shall serve for a one-year term. The
President may serve no more than. two terms in succession.
(e) A president-elect, who may or may not already be a
member of the Board, chosen under section 5.02, below.
Vacancies on the Board
4.06. Any vacancy occurring in the Board of Directors,
other than as to a past president, will be filled by appointment
by a majority of the remaining Board of Directors. The new
Director so appointed to fill the vacancy will serve for the
unexpired term of the predecessor in office.
4.07. Meetings of the Board of Directors, regular or
special, will be held at such place or places as the Board of
Directors shall designate by resolution duly adopted. The current
President and President-elect of the Greater West Chester Sunrise
Rotary Club, if they are not already members of the Board, are
invited and encouraged to attend all Directors' meetings.
Meetings will be open to all members in good standing of the
Club, but will otherwise be closed to the general public.
Regular Directors' Meetings
4.08. Regular meetings of the Board of Directors will be
held on the first Wednesday in March, June, September, and
December, immediately following the regularly scheduled meeting
of the Club. This provision of the Bylaws constitutes notice to
all Directors of regular meetings for all years and instances,
and no further notice be required although such notice may be
Notice of Social Directors' Meetings
4.09. Written or printed notice stating the place, day,
and hour of any special meeting of the Board of Directors will be
delivered to each Directors not less than two days nor more than
ten days before the date of the meeting, either personally or by
first class mail, by or at the direction of the President, or the
Secretary, or the Directors calling the meeting. If mailed, such
notice will be deemed to be delivered when deposited in the
United States mail addressed to the Director at his address as it
appears on-the records of this corporation, with postage prepaid.
Such notice need not state the business to be transacted at, nor
the purpose of, such meeting.
Call of Special Board Meetings
4.10. A special meeting of the Board of Directors may be
called by either (1) the President, or (2) upon request of a
quorum of the Board of Directors.
Waiver of Notice
4.11. Attendance of a Director at any meeting of the
Board of Directors will constitute a waiver of notice of such
meeting except where such Director attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not
lawfully called or convened.
Ouorum of Directors
4.12. A majority of the whole Board of Directors will
constitute a quorum. The act of a majority of the Directors
present at a meeting at which a quorum is present will be the act
of the Board of Directors unless a greater number is required
under the provisions of the Nonprofit Corporation Law of 1988,
the Articles of Incorporation of this Corporation, or any
provision of these Bylaws.
Roster of Officers
5.01. The Officers of this Corporation will consist of
the following personnel:
(1) a President;
(2) a Secretary;
(3) a Treasurer;
(4) a President-elect.
Selection of Officers
5.02. The President will be selected annually by the
incoming Board of Directors, at their June meeting, to take
office one year later, and to serve as President-elect during the
fiscal year prior to taking office. The Secretary and Treasurer
will be elected annually in June by the Board of Directors that
will serve-in the immediately following fiscal year.
5.03. In any election of Officers, the Board of
Directors may elect and appoint a single person to no more than
5.04. The President will be the Chief Executive officer
of this corporation and will, subject to the control of the Board
of Directors or Directorial Committees, supervise and control the
affairs of 'the Corporation. The President will perform all
duties incident to such office and such other duties as may be
provided in these Bylaws or as may be prescribed from time to
time by the Board of Directors.
5.05. The Secretary will keep minutes of all meetings of
Members and of the Board of Directors, will be the custodian of
the corporate records, will give all notices as are required by
law or by these Bylaws, and, generally, will perform all duties
incident to the office of Secretary and such other duties as may
be required by law, by the Articles of Incorporation, or by these
Bylaws, or which may be assigned from time to time by the Board
5.06. The Treasurer will have charge and custody of all
funds of this corporation, will deposit the funds as required by
the Board of Directors, will keep and maintain adequate and
correct accounts of the corporation's properties and business
transactions, will render reports and accountings to the
Directors as required by the Board of Directors or by law, and
will perform in general all duties incident to the office of
Treasurer and such other duties as may be required by law, by the
Articles of Incorporation, or by these Bylaws, or which may be
assigned from time to time by the Board of Directors.
Removal of Officers
5.07. Any officer elected or appointed to office may be
removed by the persons authorized under these Bylaws to elect or
appoint such Officers whenever in their judgment the best
interests of this corporation will be served. However, such
removal will be without prejudice to any contract rights of the
Officer so removed.
Waiver of Notice
6.01. Whenever any notice whatever is required to be
given under the provisions of the Nonprofit Corporation Law of
1988, the Articles of Incorporation of this corporation, or these
Bylaws, a waiver of such notice in writing signed by the person
or persons entitled to notice, whether before or after the time
stated in such waiver, will be deemed equivalent to the giving of
Action by Consent
6.02. Any action required by law or under the Articles
of Incorporation of this corporation or these Bylaws, or any
action which otherwise may be taken at a meeting of the Board of
Directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all of the
persons entitled to vote with respect to the subject matter of
such consent, or all Directors in office, and filed with the
Secretary of the corporation.
7.01. The fiscal year of this corporation will begin
July 1 and end June 30.
7.02. Except as otherwise provided by law, checks,
drafts, promissory notes, orders for the payment of money, and
other evidences of indebtedness of this corporation will be
signed by the Treasurer and countersigned by the President. In
emergency situations, checks or other documents may be signed by
any two of the four officers listed in section 5.01, above.
Contracts, leases, or other instruments executed in the name of
and on behalf of the corporation will be signed by the Secretary
and countersigned by the President, and will have attached copies
of the resolutions of the Board of Directors certified by the
Secretary authorizing their execution.
Books and Records
7.03. This corporation will keep correct and complete
books and records of account, and will also keep minutes of the
proceedings of its Board of Directors.
Inspection of Books and Records
7.04. All books and records of this corporation may be
inspected by any Director for any proper purpose at any
reasonable time on written demand under oath stating such
7.05. This corporation will not have or issue shares of
stock. No dividend will be paid, and no part of the income of
this corporation will be distributed to its Directors or
Officers. However, the corporation may by resolution pay
compensation in a reasonable amount to Officers or Directors for
services actually rendered.
Loans to Management
7.06. This corporation will make no loans to any
Directors or Officers.
Duties of Directors
8.01. A Director of the corporation shall stand in a
fiduciary relation to the corporation and shall perform his
duties as a Director, including his duties as a member of any
committee of the Board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of
the corporation, and with such care, including reasonable
inquiry, skill and diligence, as a person or ordinary prudence
would use under similar circumstances. In performing his duties,
a Director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in which case prepared by
any of the following:
(1) One or more officers or employees of the
corporation whom the Director reasonably believes to be reliable
and competent in the matters presented.
(2) Counsel, public accountants or other persons as to
matters which the Director reasonably believes to be within the
professional or expert competence of such person.
(3) A committee of the Board upon which he 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 has knowledge concerning the matter in question that
would cause his reliance 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 corporation, consider the effects of any action upon
employees, upon suppliers and customers of the corporation and
upon communities in which offices or other establishments of the
corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation
of this section.
8.02. 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 corporation.
A Director of the corporation shall not be personally liable
for monetary damages as such for any action taken, or any failure
to take any action, unless:
(1) The Director has breached or failed to perform the
duties of his office under this section.
(2) The breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
The provisions of this section shall not apply to:
(1) The responsibility or liability of a Director
pursuant to any criminal statute; or (2) the liability of a
Director for the payment of taxes pursuant to local, state or
8.03. Directors, as such, shall not receive any stated
salary for their services, but by resolution of the Board, a
fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board
PROVIDED, that nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
8.04. The Directors shall annually prepare an estimated
budget based on anticipated receipts and proposed or regularly
scheduled grants. The Directors shall be responsible for the
fiscal management of the Foundation.
8.05 The Directors shall annually cause an independent audit
to be made of the books and operations of the Foundation.
9.01. The corporation shall indemnify each of its
Directors, officers, and employees whether or not then in service
as such (and his or her executor, administrator and heirs),
against all reasonable expenses actually and necessarily incurred
by him or her in connection with the defense of any litigation to
which the individual may have been a party because he or she is
or was a Director, Officer or employee of the corporation. The
individual shall have no right to reimbursement, however, in
relation to matters as to which he or she has been adjudged
liable to the corporation for negligence or misconduct in the
performance of his or her duties, or was derelict in the
performance of his or her duty as director, officer or employee
by reason of willful misconduct, bad faith, gross negligence or
reckless disregard of the duties of his or her office or
employment. The right to indemnify for expenses shall also apply
to the expenses of suits which are compromised or settled if the
court having jurisdiction of the matter shall approve such
settlement. This right of indemnification shall be in addition
to, and not exclusive of, all other rights to that which such
Director, officer or employee may be entitled.
10.01. The Directors shall annually, within one hundred
twenty (120) days after the end of the corporation's fiscal year,
prepare a report, verified by the president and treasurer, or by
a majority of. the Directors, describing in detail the following:
(a) The assets and liabilities, including the trust
funds, of the corporation 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 corporation, 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
(d) The expenses or disbursements of the corporation,
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
This report shall be filed with the minutes of the
Review of Applications and Proposals
11.01 Proposals or requests for grants will be
considered by the Board only if accompanied by a detailed
statement from or relating to the proposed recipient setting
forth at least the following information:
(a) the name of the recipient entity;
(b) the names of the officers or directors of the
(c) the amount of funding requested;
(d) the specific purpose(s) for which the funds are
(e) the total proposed budget of the recipient for the
entire subject project, including funds to be sought or received
from other sources.
11.02 The Board, or a committee thereof, shall be
assigned to perform an independent investigation, and report
thereon to the Board, prior to the award of any grant by the
Board exceeding $500.00.
Determination of Disbursements
11.03 Except as specifically set forth elsewhere in
these Bylaws, the Board of Directors will donate money only to
entities or organizations which, in the considered opinion of the
Directors, will apply that money in the meritorious service of
others or to meet a specific need in the public interest.
11.04 The Foundation will give priority to projects or
proposed grants meeting the following criteria:
(a) projects which serve the residents of the
geographic service area of the Club, specifically West Chester
Borough, West Goshen Township, and East Bradford Township;
(b) projects endorsed by the board of directors of the
(c) projects whose goals and objectives are consistent
with those of Rotary International.
11.05 The Board may consider and make grants not
exceeding $100.00 to any local organization where such grant is
deemed by the Board to constitute an endorsement of the recipient
organization or its efforts.
11.06 Generally, grants will be made only to projects
and organizations which otherwise receive significant private
support and volunteer involvement.
11.07 The Foundation will avoid grants to any project or
organization having a political or religious orientation. This
rule would not exclude a project supported or operated by
political or religious organizations unless the project includes
a political or religious agenda or message.
11.10 In the event of casualty involving injury or
substantial loss of property to ten or more people within the
Foundation's service area, emergency disbursements may be made by
the President and any other officer, in amounts not exceeding
$500.00, without further action by the Board.
Modification of Bylaws
12.01. The power to alter, amend, or repeal these Bylaws,
or to adopt new Bylaws, insofar as is allowed by law, is vested
in the Board of Directors.
Adoption of Bylaws
Adopted by the incorporator May 19, 1993.
JOHN A. SALING
13.01 The Foundation will solicit endowments wherein the
Foundation will retain the. principal of the gift and make
charitable use of the income therefrom. The Board may accept such
gifts including restrictions except as described hereinafter.
13.02 Endowments will be accepted only wherein the
income therefrom may be applied by the Foundation consistent with
its articles of incorporation and bylaws.
13.03 No gift or endowment will be accepted wherein the
donor requires participation in decisions to allocate or grant
income therefrom. Adopted September 15, 1993
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