BY-LAWS
OF THE PENNSYLVANIA ASSOCIATION
OF PUBLIC EMPLOYEE RETIREMENT SYSTEMS
PAPERS
ARTICLE
ONE
Name and Location
Section
1.1 Name. The name of this organization shall be the Pennsylvania
Association of Public Employee Retirement Systems, Inc., a Pennsylvania
not-for-profit corporation, and shall be known by the acronym "PAPERS."
Section
1.2 Location. PAPERS shall have its address as P.O. Box 6817,
Harrisburg, PA, 17112 and at such other locations as the Board of
Directors may from time to time determine. The Board of Directors
may elect to amend this paragraph by choosing a new address at the
time of their first meeting at the inaugural annual conference.
ARTICLE
Two
Purpose
Section
2.1 Purpose. PAPERS is an organization designed to serve the
needs of all public employee retirements systems in the Commonwealth
of Pennsylvania. The primary purpose of PAPERS is to provide an
educational forum that leads to improved performance and management
of the public employee retirements systems in the state. The Association
will function as a central resource for educational purposes and
act as a networking agent for all public plan staff and board members
in the State. PAPERS will provide the State's public retirement
systems with educational conferences, seminars, newsletters, operational
handbooks, referral systems and an internet based website for items
of interest, membership information and updates.
ARTICLE Three
Membership
Section
3.0 Nondiscrimination. The Pennsylvania Association of Public
Employee Retirement Systems admits members and participants of any
race, religion, color, national and ethnic origin to all the rights,
privileges, programs and activities generally accorded or made available
to members or participants at the forums and other meetings conducted
by the Association.
Section 3.1 Membership. PAPERS shall have three separate
and distinct classes of membership.
Section
3.1.1 Participating Members. Participating members shall consist
of any public pension plan in the State of Pennsylvania; or public
agency, authority, board or commission whose office has significant
regulatory supervision, oversight or administrative responsibility
for public pension funds in Pennsylvania.
Section
3.1.2 Associate Members. Associate members shall consist of
any public or private corporation, partnership, organization or
individual that regularly conducts business with at least one public
pension system in the State of Pennsylvania.
Section
3.1.3 Affiliate Members. Affiliate members shall consist of
any business or organization which does not conduct business directly
with the pension fund of any state, county, municipal, borough or
other public entity in the State of Pennsylvania, during the affiliate
membership term. Only the Board of Directors by majority vote shall
be empowered to accept affiliate members.
Section
3.2 Membership Dues. The Board of Directors shall establish
the annual dues and all other organizational fees for membership
in PAPERS. Nothing herein shall prevent the Board of Directors from
requiring that members make capital contributions to PAPERS.
Section
3.3 Membership Registration and Approval. The Executive Director
shall be responsible for managing the registration process. All
applications for membership registration must be made to the Executive
Director. Requests for membership must be approved by the Board
of Directors or its designee.
Section
3.4 Suspension and Expulsion of Members. Membership of a Participating,
Associate or Affiliate Member may be suspended or terminated by
the Board of Directors under such terms and conditions as the Board
of Directors deems just if the member fails to adhere to resolutions
passed by the Board of Directors or the member no longer satisfies
the requirements of a Participating, Associate, or Affiliate membership.
Membership of an Associate or Affiliate Member may be revoked for
failure to pay dues or other organizational fees within 60 days
after written notice of payment due is sent. A suspended member
shall not enjoy any of the rights and privileges of membership effective
immediately upon expulsion. Any member may at any time terminate
any membership by notice in writing.
ARTICLE
Four
Member Meetings
Section 4.1 Annual Meeting. At least one annual meeting shall
be held at a time and place by the Board of Directors in the second
calendar quarter of each year.
Section
4.2 Special Meetings. Special meetings of the members may be
called by the PAPERS Board of Directors.
Section
4.3 Location of Meetings. The location of any meeting shall
be established by the PAPERS Board of Directors and shall be stated
in the notice of the meeting to the members.
Section
4.4 Attendance. Participating, Associate and Affiliate members
may send any members, staff or other employee of the public retirement
system to the annual meeting and any concurrent PAPERS conference.
Section
4.5 Notice. Notice in writing of the time, place and agenda
of any meeting shall be given to each Participating, Associate and
Affiliate member not less than thirty days before the first day
of the meeting. The record date to establish which members are entitled
to notice, as well as any other rights at any meeting of the members,
shall be determined by the Executive Director, always subject to
the authority of the Board of Directors.
Section
4.6 Quorum and Voting. Participating members present in person
who, as of the record date, represent 10% of the Participating members
entitled to vote at a meeting of the members, shall constitute a
quorum, provided a greater amount is not required by Pennsylvania
law. Participating members shall not be entitled to vote by proxy.
No quorum shall be required to adjourn the meeting. Each public
pension plan shall have one designated Participating member or alternate
entitled to cast one vote in person on each agenda item voted on
at that meeting. Associate and Affiliate members shall not be entitled
to vote. Any action to be taken shall require a plurality of the
votes cast by members' representatives present in person at the
time the vote is held.
Section 4.7 Termination of Member. Failure of a member to pay
outstanding dues may result in termination with notice at the sole
discretion of the Executive Director.
ARTICLE Five
Board of Directors
Section 5.1 Authority. The management of the affairs of PAPERS
shall be vested in the Board of Directors, which shall have all
authority expressly conferred by law, the certificate of incorporation
and these by-laws, subject to the day-to-day management duties and
powers set forth herein.
Section
5.2 Numbers. The Board shall consist of not more than eleven
members and at least five and the Board shall have authority to
expand its membership at any time in accordance with the provisions
set forth herein.
Section
5.3 Qualifications and Constitution of the Board. The Board
may consist of representatives from State, County, Municipal and
Authority Retirement systems, and systems geographically dispersed
across the State of Pennsylvania with at least one member from Retirement
Systems in the Central, Eastern and Western parts of the State.
Section
5.4 Term of Office. Subject to the removal provisions set forth
below, all directors shall serve terms as determined by the inaugural
board of directors, and amended as necessary by future boards, as
each sees fit.
Section
5.5 Chairman. By a majority vote of the members present, the
Board shall elect a Chairman, who shall serve for one year, and
may be re-elected to a maximum of three terms. The Chairman shall
be empowered to call special meetings of the Board and determine
when and where Board meetings shall be held.
Section
5.6 Resignations and Vacancies. Any member of the Board of Directors
who ceases to be a member during his or her term shall be succeeded
by a person appointed by the Board to serve the remainder of the
term. Any director who ceases to qualify in accordance with Section
5.3 shall immediately tender his resignation to the Board.
Section
5.7 Meetings. A regular annual meeting of the Board shall be
held at the time and place of the annual meeting for members. Additional
meetings shall be held at the time and place determined by the Board.
Written notice of the meetings shall be given by the Secretary at
least 10 business days before the meeting and an agenda shall also
be supplied by the Secretary, Executive Director or their agents.
Board members may participate in any Board meeting by telephone,
except for the meeting scheduled concurrently with the annual meeting.
A majority of the Board members constitute a quorum for the transaction
of business by the Board. In the event of an emergency, a meeting
shall be held as soon as practicable and notice shall be given by
the most practical method possible under the circumstances. Those
members present physically or by telephone or any other method in
which their vote may be recorded may adopt emergency by-laws, procedures
or resolutions for the duration of the emergency in the best interests
of PAPERS and its members.
Section
5.8 Consent Agreement. The Board may take any act within its
authority by consent agreement provided all Board members agree
to the act in writing.
Section
5.9 Removal of Directors. Any director who has been absent for
three successive meetings will automatically be removed as a member
of the Board of Directors, unless at least six members of the Board
of Directors decide otherwise, at a meeting or by consent. In the
event a Director of one of the public pension funds is removed,
that fund shall be entitled to appoint another Board member, in
accordance with Section 5.3 above.
Section
5.10 Fees and Compensation. Members of the Board of Directors
shall not receive compensation for their services, but may receive
reimbursement for expenses under procedures established by the Board.
Section
5.11 Board Members Emeritus. Former Board members may be given
Emeritus status by the Board, with the right to attend meetings,
serve on Committees, and make presentations to the Board and any
other rights or duties at the Board's discretion, except for the
right to vote on any resolution of the Board.
Section
5.12 Annual Reports. The Board of Directors, or its agent or
designee, shall present an annual report to the members. The report
shall be verified by the President and Treasurer or by a majority
of the Directors in accordance with Pennsylvania law.
ARTICLE Six
Officers
Section
6.1 General. The officers of PAPERS shall be President, Vice
President, Secretary and Treasurer.
Section
6.2 Elections. All officers shall be appointed by the Board
of Directors at such times and by such methods as the Board of Directors
may prescribe.
Section
6.3 President. The President shall be the Chairperson of the
Board of Directors and shall be generally responsible for management
of the Association. The President shall be responsible, through
the Executive Director, or his or her agents or designees, for executing
all Board resolutions and shall have such other responsibilities
and powers as conferred by the Board.
Section
6.4 Vice President. The Vice President shall assume the duties
of President in the event the President is disabled, incapacitated
or otherwise unable to perform the responsibilities or exercise
the powers of the office. The Vice President shall exercise any
other powers and perform any other duties assigned to him or her
by the Board.
Section
6.5 Secretary. The Secretary of PAPERS shall have general oversight
responsibility of: a) the recording of minutes of the meetings of
members and Board of Directors, b) sending required notices of meetings
and c) performance of such other functions and exercise of such
other powers consistent with the office, or as prescribed by the
Board of Directors.
Section
6.6 Treasurer. The Treasurer shall have general oversight responsibility
of all funds and securities of PAPERS and shall present a report
of the finances of the Association at the annual meeting and at
such other times as required by the Board of Directors.
Section
6.7 Other Officers. Nothing herein shall prevent the Board of
Directors from establishing such other officers as it deems necessary
to carry out the purpose, management and administration of PAPERS.
ARTICLE
Seven
Management and Administration
Section
7.1 Executive Director. The executive director shall manage
the day-to-day operations of PAPERS. The Executive Director, or
his or her agents or designees, shall be responsible for carrying
out all managerial directives or resolutions of the Board of Directors
or the officers. The Executive Director, or his or her agents or
designees, shall manage the annual meeting as well as other PAPERS
meetings, printing and distributing newsletters, creating operational
handbooks, producing conferences for the Association, maintaining
membership status and communications, recruiting and enrolling new
PAPERS members, maintaining the PAPERS web site, providing customer
support services, and such other powers and duties authorized by
the Board of Directors or members. The Executive Director, or his
or her agents or designees, shall also keep appropriate, complete
and accurate books or records of account and a membership register,
including the members' representatives' names, addresses and classes
of each member...
ARTICLE
Eight
Powers of Execution
Section
8.1 Contracts. The Executive Director as authorized by the Board
shall have authority to execute contracts, leases and other instruments
approved by the Board in the name of PAPERS.
Section
8.2 Funds. All checks for payment from PAPERS funds shall be
signed by such officers or other persons as the Board of Directors
may designate. The Executive Director shall generally have the right
to sign checks to distribute funds.
ARTICLE Nine
Committees
Section
9.1 General. The Board may establish such committees, as it
deems necessary to insure the efficient operation of the organization.
Section 9.2 Audit Committee. The Chairperson of the Board
shall serve as the Chairman of the Audit Committee and shall appoint
at least two other members of the Board to serve on the Committee.
The Committee shall have oversight of the PAPERS financial statements
and shall review them with the Executive Director in addition to
any other powers and duties delegated by the Board. The Audit Committee
shall report on the financial status of PAPERS at least once a year,
at the annual meeting.
Section
9.3 Meetings. Committee meetings shall be held in accordance
with the provisions set forth in Section 5.7.
ARTICLE
Ten
Indemnification
Section
10.1 Indemnification. PAPERS shall, to the maximum extent permitted
by the Pennsylvania Not-for-Profit Corporation Law ("NPCL"),
indemnify and defend its members, directors, officers and administrators
against expenses, judgments, fines, settlements, and other monetary
amounts actually and reasonably incurred in connection with any
proceeding, whether criminal, civil or investigative, arising in
any way out of acts or obligations of PAPERS. PAPERS shall provide
to any such member, director, officer or administrator, expenses,
including attorneys' fees, to the maximum extent provided by the
NPCL. No such member, director, officer, or administrator, shall
be indemnified or defended by PAPERS for any act of failure to act
in contravention of these by-laws, the certificate of incorporation
or any resolution of the Board of Directors or any Committee. The
Board has the authority to authorize PAPERS to purchase D&O
coverage to protect the Board
ARTICLE
Eleven
Amendments
Section
11.0 Adoption and Amendment of By-laws The Board shall have
the right to adopt and amend the by-laws by a 2/3 majority until
the membership of PAPERS grows to 100 participating members at which
time the authority for by-law ratification and amendments shall
revert to section 11.1 of the Article Eleven.
Section
11.1 Changes to these By-laws. The Board of Directors shall
be empowered to adopt, amend, annul, modify, or appeal any by-law
by a 2/3 majority vote by Participating members attending the annual
meeting. Notice of any changes to the By-laws must be made at least
10 business days in advance of the annual meeting.
ARTICLE Twelve
Miscellaneous
Section
12.1 Subventions. PAPERS may be authorized by a resolution of
the Board of Directors to accept subventions from members or nonmembers
on terms and conditions not inconsistent with the NPCL and to issue
certificates therefore.
Section 12.2 Dissolution of Corporation. Upon dissolution of
the corporation, assets shall be distributed for one or more purposes
within the meaning of section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code,
or shall be distributed to the federal government, or to a state
or local government for a public purpose. Any such assets not so
disposed of by a court of Competent Jurisdiction of the County in
which the principle office of the corporation is then located, exclusively
for such purposes or to such organization or organizations, as said
court shall determine which are organized and operated exclusively
for such purposes.
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