USE OF THIS DIRECTORY
This directory is intended for use by and distribution to the membership of the Estate Planning Council of the Lehigh Valley and no others.
Your annual dues help to underwrite the costs of your meetings, speaker fees, directory and administrative expenses.
Membership applications are available through the Membership Chairman, the Secretary, the Administrative Secretary or at any meeting. The initial dues payment and application should be submitted to the Administrative Secretary.
Your suggestions pertaining to speakers, programs, etc. are welcome.
BY-LAWS OF ESTATE PLANNING COUNCIL OF THE LEHIGH VALLEY
ARTICLE I: NAME
The name of the Corporation shall be ESTATE PLANNING COUNCIL OF THE LEHIGH VALLEY (hereinafter referred to as "Council")
ARTICLE II: OBJECTIVES
The objectives of the Council shall be:
1. To advocate and assist in the spreading of knowledge and accurate information pertaining to the various phases and problems having to do with effective and efficient Estate Planning.
2. To foster intelligent cooperation and a cordial understanding of the proper relationship and function among Categories A thru F and any other party or parties having to do with any Estate Planning job.
3. To establish and promulgate among the members, as well as among non-members wherever feasible and practical, the proper ethical standards in dealing with one another, with mutual clients, and with the public.
4. To help the members to render the highest type of service to clients and customers, knowing that the true measure of such service is always to be gauged from the standpoint of the best interest of the client and his beneficiaries, in terms of today, tomorrow and down through the years.
5. To do any and all of those honorable things that will aid and improve the important task of careful and proper Estate Planning work.
6. To have unlimited powers to engage in and do any lawful act concerning any or all lawful business for which Non-Profit Corporations may be incorporated under the Pennsylvania Non-Profit Corporations Law of 1972, P.L. 271, as amended; however, subject to the provisions contained in Paragraphs 7 and 8 below.
7. No part of the net earnings of the corporation shall inure to the benefit of any director of the corporation, officer of the corporation, member of the corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no director or officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
8. Notwithstanding any other provision of the Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(6) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
9. Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed to the National Association of Estate Planning Councils, or such other not for profit organization or organizations having purposes comparable to those of this corporation and as are exempt from federal tax under Section 501(c)(6) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE III: MEMBERSHIP
The Estate Planning Council shall not discriminate on the basis of age, disability, race, creed, color, gender, sexual orientation or other prohibited criteria as these terms are used defined under applicable state or federal law.
The Membership of the Council shall consist of persons who have been actively engaged in estate planning work for the past two years, who maintain a professional certification(s) and / or degree(s) associated with the following categories and are in good standing with the Board or Organization, which monitors maintaining said certification and / or degree:
A. Insurance/Financial Advisor
B. Trust Officer
E. Planned Giving or Development Professional
F: Associate: Any professionals who are actively involved in the estate planning process and for whom membership under categories A through E is not applicable, may be eligible for membership as an Associate Member. An Associate Member must be actively engaged in estate planning for a minimum of two years and must be sponsored by two members from categories A through E.
Each proposed member shall be sponsored by a current member of the Estate Planning Council of the Lehigh Valley, except as otherwise provided for membership under Category F: Associate Member.
Any person who has been approved as a member of the Estate Planning Council shall be eligible to renew his or her membership without sponsorship. Each renewal application shall be reviewed by the Membership Committee in order to assure that the objectives of the Estate Planning Council are continually met.
ARTICLE IV: BOARD OF DIRECTORS
All powers necessary for the government of the Council shall be vested in a Board of Directors. The Board of Directors shall consist of 16 members from categories A, B, C, D, and E as set forth in ARTICLE III. No category shall have more than 5 representatives on the Board of Directors. D. The Board may also, in its discretion, select one additional "at-large" member from any of categories A, B, C, D, and E as set forth in ARTICLE III to serve on the Board. Each of these members shall serve a term of four years. In addition to the members described above, the following shall also serve as voting members of the Board of Directors:
(a) the Officers of the Council; and
(b) the immediate Past President of the Council.
No member of the Board shall succeed himself; although, after a year's absence, he can be elected for another term. Each member of the Board shall serve for the term for which he shall have been elected and until the election of his successor. The Board may fill any vacancies occurring between annual meetings, and any Board member so appointed shall serve until the ensuing annual election, at which time he would be eligible for a new, full term.
ARTICLE V: OFFICERS AND ADMINISTRATIVE SECRETARY DUTIES
The Officers of the Council shall consist of a President, a Vice President, a Secretary and a Treasurer. At each Annual meeting for the election of members of the Board, four members from among category A, B, C, D, and E shall be elected by a vote of a majority of the members present and shall hold office until their successors shall be chosen. The council shall seek to maximize diversity of representation from each of the member categories. No more than two members of any one category may serve on the executive committee at one time.
The President of the Council shall be the chief executive officer of the Council and shall preside at all meetings of the Council and the Board. The President shall serve a one year term as President and shall assume the position of Immediate Past President at the end of his term as President.
The Vice President of the Council shall, in the absence of the President, serve as chief executive officer of the Council and shall preside at the meetings of the Council and the Board. The Vice President shall serve a one year term as Vice President and may be nominated for the office of President at the end of his term as Vice President.
The Secretary of the Council shall act as Secretary at the meetings of the Council, the Board meetings, and standing committees, and see to it that proper minutes of the proceedings are made and recorded. The Secretary shall serve a one year term as Secretary and may be nominated for the office of Vice President at the end of his term as Secretary.
The Treasurer of the Council shall have custody of all funds and property of the Council and shall deposit all funds of the council in a bank or Trust Company located in the Lehigh Valley. He shall prepare and submit a statement of the financial condition of the Council at the annual meeting and at such time and in such manner as the Board may require. The books shall be duly audited under the direction of the Board immediately before each annual election. In addition to the Treasurer, the President shall have the power to endorse and sign checks. The Treasurer shall serve a one year term as Treasurer and may be nominated for the office of Secretary at the end of their term as Treasurer.
The Board shall be empowered to employ an Administrative Secretary at such compensation, for such period, and with such duties, facilities and assistance as may be deemed necessary. He or she shall have charge of the Council's records and files. He or she shall assist the secretary at meetings of the Council, Board meetings, standing committees, and in the keeping of separate minutes of their proceedings.
ARTICLE VI: QUORUMS
Any seven members of the Board shall constitute a quorum for the transaction of business at any Board meeting.
Twenty members shall constitute a quorum of any regular, special or annual meeting of the members of the Council.
ARTICLE VII: NOMINATIONS, ELECTIONS (AND VACANCIES)
The Immediate Past President, at least sixty days prior to the date of any annual meeting, shall appoint a Nominating Committee of at least four members (one member from each of categories A, B, C, D and E of ARTICLE III). The function of the Nominating Committee shall be to submit a list of nominees for the Officers of the Council, for new members of the Board, and for any unexpired vacancies to be acted upon at the annual meeting. In addition, any twelve members, by notice in writing filed with the Secretary at least ten days before the date of the meeting, may nominate candidates within the qualifying provisions of ARTICLES IV and V for Officers of the Council, for new members of the Board, and for any unexpired vacancy to be filled by election. The council members present shall be entitled to vote for any candidate named by either one of the above methods at such meetings, and the candidate receiving the majority of votes from the members present shall be declared elected.
A vacancy in the office of President shall be filled by the Vice-President. Any other vacancy in office, or in the Board, shall be filled for the balance of the current year by appointment of the Board of Directors; provided, that at least seven members thereof are in agreement. Said appointee shall serve until the next annual meeting and until the election of his successor.
ARTICLE VIII: ANNUAL MEETING
The annual meeting of the Council shall be held during the months of May or June of each year, at such time and place as may be selected by the Board. A notice of the meeting, together with the report of the Nominating Committee, shall be either electronically delivered or mailed to each member at least fifteen days prior to the date of same; and said list of nominations shall set forth the manner in which other nominees, for vacancies to the acted upon, may be added.
If there be any nominations, other than those submitted by the Nominating Committee (as provided for in ARTICLE VII), notification accordingly shall be either electronically delivered or mailed to the membership at least five days prior to the annual meeting.
ARTICLE IX: BOARD OF DIRECTORS MEETINGS
Meetings of the Board of Directors shall be called by the President at his discretion, or when requested by nine members of the Board. It shall be the duty of the Board of Directors to establish rules of procedure and practice for any meeting, provided that such rules of procedure and practice may be amended by the members of the Council. The meetings of the Board of Directors shall number at least two during the course of the year.
ARTICLE X: COMMITTEES
The President of the Council, or in his absence the Vice-President, and in the absence of both of them, the Treasurer, shall, with the advice and consent of the Board of Directors, have the power to appoint such committees as shall be deemed advisable to further the interests of the Council and its members; and to delegate to such committees such power and authority as the Board of Directors shall deem advisable.
The Board of Directors shall establish a standing Membership Committee of at least four members selected from categories A thru E, with the intent of including representation from each of the various disciplines. The committee shall be responsible to review all applications for memberships and all renewal applications for continuing memberships and to report to the Board of Directors with its recommendations.
ARTICLE XI: MEETING
Meetings of the members for the furtherance of the objectives of the Council may be called by the Board of Directors at stated times, or from time to time, as it may deem wise and proper. Such meetings shall number at least three during the course of the year.
Any member may, in writing addressed to the President, Vice-President or Secretary of the Council, request discussion at any meeting, except the annual meeting, on any matter concerning the Council, in which he may be interested.
ARTICLE XII: DUES AND FISCAL YEAR
The annual dues shall be One Hundred Fifty Dollars ($150.00) and will include all seminars held by the council. Said dues may be increased or decreased by the Board of Directors.
The fiscal year of the Council shall be from June 1st to May 31st, and annual dues shall be payable in advance.
ARTICLE XIII: ADVERTISEMENTS
No member of the Council shall use his membership in this Council in any form of advertisement or solicitation of business nor shall any member disclose membership information to or for the use of other organizations or to or for the use of non-members without prior approval of the Board of Directors.
ARTICLE XIV: TERMINATION OR SUSPENSION OF MEMBERSHIP
Any member whose dues are not in arrears may terminate his membership by written resignation. Any member whose dues are in arrears by a period of four months after the due date, automatically terminates membership in the Council.
Any member may be suspended or terminated from membership upon recommendation of the Membership Committee and upon a majority vote of the Board of Directors.
ARTICLE XV: AMENDMENTS
These By-Laws may be amended at any annual or special meeting of the Council at which there is a quorum, by a vote of two-thirds of the members present, provided that notice setting forth such proposed amendments shall have been electronically delivered or mailed to all members at least ten days prior to the date of such meeting.
ARTICLE XVI: INTERPRETATION
Words of masculine gender used herein shall be deemed and construed to include correlative words of a feminine gender, unless the context otherwise requires.
ARTICLE XVII: DIRECTOR LIABILITY LIMITATION AND INDEMNIFICATION
A Director of the Council shall, to the maximum extent permitted by the laws of Pennsylvania have no personal liability for monetary damages for any action taken, or any failure to take an action, as a Director, provided that this provision shall not eliminate the liability of a Director in any case where such elimination is not permitted by law.
Each person who at any time is or shall have been a director or Officer of the Council, or is serving or shall have served at the request of the Council as a director, officer, employee or agent of another corporation, joint venture, trust or other enterprise, and his heirs, executors and administrators, shall be indemnified by the Council in accordance with and to the fullest extent permitted by the laws of the Commonwealth of Pennsylvania in effect at the times of such indemnification. The foregoing right of indemnification shall constitute a contract between the Council and each of its Directors and Officers and shall not be deemed exclusive of other rights to which any Director, Officer, employee, agent or other person may be entitled in any capacity as a matter of law or under any bylaw, agreement, vote of members or directors, or otherwise. If authorized by the Board of Directors, the Council may purchase and maintain insurance on behalf of any person to the fullest extent permitted by the law of the Commonwealth of Pennsylvania.
Estate Planning Council of the Lehigh Valley
P.O. Box 21076, Lehigh Valley, PA 18002-1076