THE KOREAN ASSOCIATION OF GREATER PITTSBURGH
ADOPTED: MARCH 12, 2012
NAME AND ADDRESS
The name of the corporation is The Korean Association of Greater Pittsburgh (the "Corporation").
1.2 Registered Office.
The registered office of the Corporation, required by law to be maintained in the Commonwealth of Pennsylvania, shall be 1801 Penn Avenue, Pittsburgh, PA 15222. The principal place of business of the Corporation may be, but need not be, the same as the registered office. The address of the registered office may be changed from time to time by the board of directors.
1.3 Other Offices.
The Corporation may have additional offices and places of business in such places, within or without the Commonwealth of Pennsylvania, as the board of directors may designate or as the business of the Corporation may require.
PURPOSES, POWERS, AND PROHIBITED ACTS
The purposes of the Corporation shall be as set forth in the Articles of Incorporation.
Except as limited by the Articles of Incorporation of the Corporation and these Bylaws, the Corporation shall have and exercise all rights and powers in furtherance of its purposes as are now or may hereafter be consistent with the Pennsylvania Nonprofit Corporation Law of 1988 (as it may hereafter be amended) and Section 501(c)(3) of the Internal Revenue Code.
2.3 Prohibited Acts.
(a) The Corporation shall have no power to act in a manner which is not exclusively within the contemplation of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (hereinafter the "Code"), and the Corporation shall not engage directly or indirectly in any activity which would prevent it from qualifying, and continuing to qualify, as a Corporation described in Section 501(c)(3) of the Code.
(b) The Corporation will not be operated for the pecuniary gain or profit, incidental or otherwise, of any private individual. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
(c) 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 publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
(d) Notwithstanding any other provisions of the Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income taxation under Section 501(a) of the Code, as an organization described in Section 501(c)(3) of the Code, or (b) by a corporation to which contributions are deductible under Section 170(c)(2) of the Code, or corresponding provisions of any subsequent federal tax laws.
(e) Upon termination or dissolution of the Corporation, any assets lawfully available for distribution shall be distributed to one or more qualifying organizations described in Section 501(c)(3) of the Revenue Code which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
BOARD OF DIRECTORS
All powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the board of directors.
3.2 Number and Qualification.
The board of directors of the Corporation shall consist of at least three (3) and not more than seven (7) members, the exact number to be set from time to time by resolution of the board of directors of the Corporation. Each director shall be a natural person of full age but need not be a resident of Pennsylvania. The directors shall be selected from among individuals with experience in community affairs, humanitarian or financial experience. Knowledge of or interest in the Korean heritage will also be factors in the selection of directors. The majority of the board of directors shall be Korean Americans.
3.3 Term of Office.
Each director shall serve for a term of one (1) year. Each director shall hold office until the expiration of the term for which he or she was selected and until said director's successor has been selected and qualified or until said director's earlier death, resignation or removal. A director may be re-elected for additional terms and there shall be no limit on the number of terms a director may serve.
Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote of the remaining members of the board, though less than a quorum, or by a sole remaining director, and each person so selected shall serve a term of office in accordance with Section 3.3 above.
3.5 Removal of Directors.
Any director may be removed with or without cause by vote of two-thirds (2/3) of the members of the board then in office.
Any director may resign at any time from his or her position as a director of the Corporation upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation.
3.7 Regular and Annual Meeting.
Regular meetings of the board of directors shall be held as determined by the board. The annual meeting of the board of directors shall be held in [March] of each year, or at such other time as a majority of the board may determine at a duly convened meeting or by written consent. The purpose of the annual meeting shall be to elect directors and officers of the Corporation and to conduct other business properly before the meeting.
3.8 Special Meetings.
Special meetings of the board may be called by the chairperson of the board, if any, the president of the Corporation, or upon the written request of any two (2) directors. The person or persons calling the special meeting may fix the day, hour and place, within or without the Commonwealth of Pennsylvania, of the meeting.
3.9 Notice of Meetings.
No notice of any annual or regular meeting of the board of directors need be given.
Notice of each special meeting of the board of directors, specifying the place, day and hour of the meeting, shall be given to each director at least seven (7) days before the time set for the meeting, either personally, by mail, facsimile, telegram, or by phone. Such notice shall include the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the director as his or her address may appear on the books of the Corporation, with postage thereon prepaid. The notice by facsimile or telegram shall be deemed to be delivered when the call has been placed with the telephone or telegraph service, respectively.
3.10 Quorum of and Action by Directors.
A majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of directors present at a meeting at which a quorum is present shall be the acts of the board of directors except where a different vote is required by law or the Articles of Incorporation or these Bylaws. Once a quorum is attained, the directors present at a duly organized meeting may continue to do business until adjournment, notwithstanding withdrawal of enough directors to leave less than a quorum. If a quorum is not attained, the directors present may adjourn the meeting to such time and place as they may determine, and it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at the adjourned meeting. Every director shall be entitled to one vote. Proxy voting shall not be permitted.
3.11 Supermajority Provisions.
The following actions shall not be deemed to have been adopted, approved, ratified or otherwise affirmed by the board of directors, and the Corporation shall not undertake such actions, unless two-thirds (2/3) of the members of the board of directors approved such action:
(a) The amendment of the Articles of Incorporation of the Corporation or the amendment of any provisions of these Bylaws;
(b) The sale, lease, exchange, encumbering, mortgaging, pledging or disposing of real estate of the Corporation, or borrowing where the value of the property involved in the transaction or the amount borrowed is in excess of Ten Thousand Dollars ($10,000);
(c) The merger, consolidation, liquidation, dissolution or sale of substantially all the assets of the Corporation;
(d) Changing or altering the philosophy, mission or purposes of the Corporation;
(e) The removal of directors of the Corporation.
3.12 Interested Directors or Officers; Quorum.
No contract or transaction between the Corporation and one or more of its directors or officers or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the Corporation's directors or officers are directors or officers, or have a financial or other interest, shall be void or voidable solely for such reason, or solely because the director or officer is present at or participates in the meeting of the board of directors which authorizes the contract or transaction, or solely because votes of such director or officer or other directors are counted for such purpose, if: (1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or (2) the contract or transaction is fair as to this Corporation as of the time it is authorized, approved or ratified by the board of directors. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board which authorizes a contract or transaction specified in this Section 3.12.
By resolution of the board of directors, each director may be paid his or her expenses, if any, of attendance at each meeting of the board of directors or committee thereof, but otherwise shall serve without compensation. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor and a director may be a salaried officer or employee of the Corporation.
3.14 Presumption of Assent.
A director of the Corporation who is present at a meeting of the board of directors, or of a committee of the board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless such director files his or her written dissent to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of the action. Nothing in this section shall bar a director from asserting that minutes of a meeting incorrectly omitted said director's dissent if, promptly upon receipt of a copy of such minutes, said director notified the secretary, in writing, of the asserted omission or inaccuracy.
3.15 Presiding Officer.
All meetings of the board of directors shall be called to order and presided over by the chairperson of the board of directors, if any, or, in the chairperson's absence, by the president of the Corporation. In the absence of the chairperson and the president, a chairperson of the meeting shall be elected at such meeting by the board of directors.
HONORARY BOARD MEMBERS
4.1 Honorary Board Members.
Former members of the board of directors may be appointed by the board as honorary board members. Honorary board members may not vote or hold office, but may serve as non-voting members on all committees, including committees of the board and ad hoc committees, and may perform such other duties as may be requested by the board or by the president of the Corporation.
COMMITTEES OF THE BOARD
5.1 Committees of the Board.
The board of directors may, by resolution adopted by a majority of the directors in office, establish one or more committees, each committee to consist of one or more of the directors of the Corporation. The board of directors may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee or for purposes of any written action of the committee. A committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all of the powers and authority of the board of directors except that a committee shall not have any power or authority as to: (i) the creation or filling of vacancies in the board of directors, (ii) the adoption, amendment or repeal of these Bylaws, (iii) the amendment, adoption or repeal of any resolution of the board of directors that by its terms is amendable or repealable only by the board of directors, or (iv) action on matters committed by the Bylaws or resolution of the board of directors to another committee of the board of directors. Each committee of the board of directors shall serve at the pleasure of the board of directors.
5.2 Committee Rules.
Unless the board of directors provides otherwise by resolution, each committee shall conduct its business and take action in the same manner as the board of directors conducts its business pursuant to the Articles of Incorporation of the Corporation and these Bylaws.
6.1 Officers and Qualifications.
The Corporation shall have a president, a secretary and a treasurer, each of whom shall be elected or appointed by the board of directors. The board may also elect a chairperson of the board, one or more vice-presidents, and such other officers and assistant officers as the board deems necessary or advisable. All officers shall be natural persons of full age. Any two (2) or more offices may be held by the same person. It shall not be necessary for officers to be directors of the Corporation. Officers of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as is provided by or pursuant to these Bylaws or, in the absence of controlling provisions in these Bylaws, as is determined by or pursuant to resolutions or orders of the board of directors.
6.2 Election, Term and Vacancies.
Any chairperson, the president, the secretary and the treasurer shall and certain assistant officers of the Corporation may be elected by the board of directors at the annual meeting of the board or from time to time as the board shall determine and each officer shall hold office for one (1) year and until his or her successor has been duly elected and qualified or until said officer's death, resignation or removal. A vacancy in any office occurring in any manner may be filled by the board of directors and shall be filled for the unexpired portion of the term.
6.3 Removal; Resignation.
(a) Removal. Any officer or agent of the Corporation may be removed by the board of directors with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
(b) Resignation. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation.
6.4 Chairperson of the Board.
The chairperson of the board of directors shall preside at all meetings of the board of directors at which he or she is present, and shall have such authority and perform such duties as the board of directors may from time to time designate.
The president shall, in the absence of the chairperson of the board, preside at all meetings of the board of directors at which he or she is present, and shall be the chief executive officer of the Corporation. Subject to the control of the board of directors and, within the scope of its authority, any committees thereof, the president shall (a) have general and active management of all the business, property and affairs of the Corporation, (b) see that all orders and resolutions of the board of directors and the committees thereof are carried into effect, (c) appoint and remove assistant officers and agents, other than those appointed or elected by the board of directors, as the business of the Corporation may require, (d) have custody of the corporate seal, or entrust the same to the secretary, (e) act as the duly authorized representative of the board in all matters, except where the board has formally designated some other person or group to act, and (f) in general perform all the usual duties incident to the office of president and such other duties as may be assigned to such person by the board of directors.
The secretary shall (a) keep or cause to be kept the minutes of all meetings of the board of directors, and any committees of the board of directors in one or more books kept for that purpose, (b) have custody of the corporate records of the Corporation, (c) see that all notices are duly given in accordance with law, the Articles of Incorporation, and these Bylaws, and (d) in general perform all the usual duties incident to the office of secretary and such other duties as may be assigned to him or her by the board of directors or the president.
The treasurer shall have general supervision of the fiscal affairs of the Corporation. The treasurer shall, with the assistance of the president and managerial staff of the Corporation: (a) see that a full and accurate accounting of all financial transactions is made; (b) invest and reinvest the capital funds of the Corporation in such manner as may be directed by the board, unless such function shall have been delegated to a nominee or agent; (c) deposit or cause to be deposited in the name and to the credit of the Corporation, in such depositories as the board of directors shall designate, all monies and other valuable effects of the Corporation not otherwise employed; (d) prepare such financial reports as may be requested from time to time by the board; (e) cooperate in the conduct of any annual audit of the Corporation's financial records by certified public accountants duly appointed by the board; and (f) in general perform all the usual duties incident to the office of treasurer and such other duties as may be assigned to him or her by the board of directors or the president.
Unless otherwise provided by the board, the salary of each of the officers elected by the board, if any, shall be fixed from time to time by the board of directors and the salaries of all other officers of the Corporation shall be fixed from time to time by the president or such other person as may be designated from time to time by the president or the board.
WAIVER OF NOTICE, ACTION WITHOUT MEETING, BY CONFERENCE
TELEPHONE AND MODIFICATION OF PROPOSALS
7.1 Waiver of Notice.
Whenever written notice is required to be given by statute or the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of such meeting, except that, in the case of a special meeting of the board of directors, the general nature of the business to be transacted at the meeting shall be so specified in the waiver of notice thereof. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
7.2 Action by Unanimous Written Consent.
Any action required or permitted to be taken at a meeting of the directors, or of any committee of directors, may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing setting forth the action so taken is signed by a majority of the directors in office (or supermajority of the directors if the action requires supermajority approval), or by a majority of the members of such committee in office, as the case may be, and is filed with the secretary of the Corporation.
7.3 Meetings by Means of Conference Telephone.
One or more persons may participate in a meeting of the directors, or of any committee of directors, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.
7.4 Modification of Proposals.
Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given by statute or by the Articles of Incorporation or these Bylaws, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.
PERSONAL LIABILITY, INDEMNIFICATION AND INSURANCE
8.1 Personal Liability of Directors.
Section 1. Mandatory Indemnification of Directors and Certain Other Persons.
(a) The Corporation shall indemnify and hold harmless to the fullest extent not prohibited by law, as the same exists or may hereinafter be amended, interpreted or implemented (but, in the case of any amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than are permitted the Corporation to provide prior to such amendment), each person who was or is made a party or is threatened to be made a party to or is otherwise involved in (as a witness or otherwise) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether or not by or in the right of the Corporation or otherwise (hereinafter, a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the heir, executor or administrator, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise (including without limitation service with respect to employee benefit plans), or where the basis of such proceeding is any alleged action or failure to take any action by such person while acting in an official capacity as a director or officer of the Corporation, or in any other capacity on behalf of the Corporation while such person is or was serving as a director or officer of the Corporation, against all expenses, liability and loss, including but not limited to attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement (whether with or without court approval), actually and reasonably incurred or paid by such person in connection therewith.
(b) Notwithstanding the foregoing, except as provided in Section 2 below, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation.
(c) Subject to the limitation set forth above concerning proceedings initiated by the person seeking indemnification, the right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding (or part thereof) or in enforcing his or her rights under this Section 1 in advance of the final disposition thereof promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred; provided, however, that to the extent required by law, the payment of such expenses incurred by a director or officer of the Corporation in advance of the final disposition of a proceeding shall be made only upon receipt of an undertaking, by or on behalf of such person, to repay all amounts so advanced if and to the extent it shall ultimately be determined by a court that he or she is not entitled to be indemnified by the Corporation under this Section 1 or otherwise.
(d) The right to indemnification and advancement of expenses provided herein shall continue as to a person who has ceased to be a director or officer of the Corporation or to serve in any of the other capacities described herein, and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 2. Payment of Indemnification. If a claim for indemnification under Section 1 hereof is not paid in full by the Corporation within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claim.
Section 3. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of a final disposition conferred in Section 1 and the right to payment of expenses conferred in Section 2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses hereunder may be entitled under this Bylaw, the Articles of Incorporation, agreement, vote of directors or otherwise, both as to actions in his or her official capacity and as to actions in any other capacity while holding that office, the Corporation having the express authority to enter into such agreements or arrangements as the board of directors deems appropriate for the indemnification of and advancement of expenses to present or future directors and officers as well as employees, representatives or agents of the Corporation in connection with their status with or services to or on behalf of the Corporation or any other corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, for which such person is serving at the request of the Corporation.
Section 4. Funding. The Corporation may create a fund of any nature, which may, but need not, be under the control of a director, or otherwise secure or insure in any manner its indemnification obligations, including its obligation to advance expenses, whether arising under or pursuant to this Article VIII or otherwise.
Section 5. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer or representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation has the power to indemnify such person against such liability under the laws of this or any other state.
Section 6. Modification or Repeal. Neither the modification, amendment, alteration or repeal of this Article VIII or any of its provisions nor the adoption of any provision inconsistent with this Article VIII or any of its provisions shall adversely affect the rights of any person to indemnification and advancement of expenses existing at the time of such modification, amendment, alteration or repeal or the adoption of such inconsistent provision.
9.1 Corporate Seal.
The Corporation may have a corporate seal which shall have inscribed thereon the name of the Corporation, the year of organization, and the words "Corporate Seal - Pennsylvania" or such inscription as the board of directors may determine. The seal may be used by causing it or a facsimile thereof to be impressed or affixed, or in any manner reproduced.
9.2 Fiscal Year.
The fiscal year of the Corporation shall begin on the 1st day of January in each year.
9.3 Amendment of Articles of Incorporation or Bylaws.
Except as otherwise provided by law, the Articles of Incorporation of the Corporation or these Bylaws may be altered, amended or repealed, or new Articles of Incorporation or Bylaws may be adopted, at any special or regular meeting of the board of directors, subject to the provisions of Section 3.11(a). Written notice shall be given to all directors at least ten (10) days prior to the vote. The notice shall identify the specific sections of the articles or bylaws which are under consideration and the proposed changes thereto.