PENNSYLVANIA STATE CONSTABLES ASSOCIATION, INC. BYLAWS

PENNSYLVANIA STATE CONSTABLES ASSOCIATION, INC. BYLAWS

TABLE OF CONTENTS ARTICLE I Purposes... 3 ARTICLE II Corporate Office.. 3 ARTICLE III Membership. 4 ARTICLE IV Subordinate Units... 6 ARTICLE V Dues.. 7 ARTICLE VI Officers, Directors and Election thereof... 8 ARTICLE VII Committees..... 12 ARTICLE VIII Meetings of the Executive Board.. 13 ARTICLE IX Duty of Care and Indemnification... 14 ARTICLE X Meetings of Membership.. 16 ARTICLE XI Parliamentary Procedures.... 17 ARTICLE XII Amendments.. 17 ARTICLE XIII General... 18 ARTICLE XIV Ratification. 18

BYLAWS for the PENNSYLVANIA STATE CONSTABLES ASSOCIATION, INC. The Pennsylvania State Constables Association, Inc. ( Association ) having been duly incorporated pursuant to the applicable laws of the Commonwealth of Pennsylvania does hereby adopt these Amended Bylaws for the Pennsylvania State Constables Association, Inc., as embodying the procedures by which the operations of the Association are to be governed: ARTICLE I PURPOSES The purposes of the Association are: to increase the proficiency of Constables and Deputy Constables; to facilitate the disposition of the service of process of all courts and agencies through the development of procedures, systems and techniques; to determine, recommend fundamental policies, principles and standards for the Constable System; to promote, coordinate and engage in research activities and the interchange of practical information relating to the development of educational programs for member Constables and Deputy Constables; and to perform such other functions, from time to time, necessary to improve, upgrade and support the Constable System. ARTICLE II CORPORATE OFFICE Section 1. The Registered Office of the Corporation is 505 Church Street, Norristown, Pennsylvania 19401, or such other place or places as determined by the Executive Board. Section 2. The Association may also have offices at such other locations or places as the Executive Board may, from time to time, select. ARTICLE III MEMBERSHIP Section 1. There shall be four classes of membership in the Association. They shall be Voting Member, Member-at-Large, Associate Member and Honorary Life Member. Members of these classes shall cumulatively be called Members. Section 2. Any Commissioned Constable or Deputy Constable is eligible to be a Member of the Association, subject to the following conditions: (a) A Commissioned Constable shall mean a Constable who has received a commission through election or through Court appointment to an existing vacancy as determined by the Election Board for the Office of Constable. A Deputy Constable shall mean a Deputy Constable appointed by the Court upon petition of a duly Commissioned Constable. (b) No Commissioned Constable or Deputy Constable whose appointment by an order of the Court of Common Pleas making such appointment probationary or conditional, or establishing a position of Constable other than one as set forth by the Election Bureau in each county is eligible for membership in the Association. (c) The Commissioned Constable or Deputy Constable may be elected to voting membership in accordance with Section 3, 4 and 5 of this Article. Section 3. Any Commissioned Constable or Deputy Constable, desiring to become a Member in the Association shall submit an application to the Secretary in such form as required by the Association and accompanied by the dues for the then current year, and meet the membership requirements of the Association and its local Chapter, where existent. Section 4. The Secretary shall inform the Executive Board and Delegates of the application at least thirty (30) days prior to any regularly scheduled Delegates meeting.

Section 5. The Secretary shall place the applicant s name before the next meeting of the Delegates and Executive Board, if the application is received by the Secretary at least thirty (30) days prior to the meeting. Upon receiving a two-thirds (2/3) vote of the Delegates and Executive Board present, an applicant shall be elected to membership. Section 6. A voting member shall be an Elected or Commissioned Constable or Deputy Constable who is a member of a PSCA Chartered Chapter. Section 7. A Member-at-Large is an Elected or Commissioned Constable or Deputy Constable who does not hold membership in a PSCA Chartered Chapter, or where no PSCA Chapter exists. Section 8. A Member-at-Large and Voting Members shall have voting privileges at the annual membership meeting. Section 9. Any person who qualifies under Article III, Section 10 upon majority vote of the Executive Board and Delegates of the Association is entitled to become an Associate Member. Section 10. Associate Member --- Qualification: An Associate Member is any person ho is directly or indirectly performing services or duties for the Constable System. An Associate Member is not entitled to participate in the discussion of business or have a vote in the Association. Section 11. All Members shall be entitled to attend all general and special membership meetings and participate in all member functions. Section 12. Upon recommendations of the Honors and Awards Committee to the Executive Board, Honorary Life Membership in the Association may be extended to anyone upon two-thirds (2/3) vote of the Executive Board present at a meeting. Those designated as Honorary Life Members and who are Elected or Commissioned Constable or Deputy Constable will have voting privileges in the Association. Section 13. Any member who is no longer qualified for the Office of Constable or Deputy Constable for any reason shall not be entitled to be a Member of the Association. Section 14. A Member of the Association who is a Commissioned Constable or Deputy Constable shall be entitled to wear an Association patch, badge and represent himself as a Member. Section 15. Any Member of the Association may have their membership terminated by majority vote of the Delegates and Executive Board present. ARTICLE IV SUBORDINATE UNITS Section 1. Members of the Association may be grouped in incorporated or unincorporated local units known and designated as PSCA Chartered Chapters with one (1) unit per county. However, two (2) or more counties may combine for the purpose of organizing a Chapter. Members of a PSCA Chartered Chapter have voting privileges at all PSCA functions and membership meetings. Section 2. In the event there is no PSCA Chartered Chapter in a county in which a Member of the Association is elected or appointed, the member is designated as a Member-at-Large. Section 3. PSCA Chartered Chapters shall elect Delegates to represent the members of such Chapters at all regular and special Delegates meetings of the Association, and the President of the PSCA Chartered Chapter shall certify, in writing, the name(s) of the Delegate(s) to the Secretary of the Association within thirty (30) days of the meeting. Section 4. Each PSCA Chartered Chapter shall be entitled to one (1) voting Delegate for each twenty-five (25) Voting Members or part thereof with a maximum of three (3) Delegates for any Chapter. Delegate representation will be determined by the number of Voting Members in their respective Chapter.

Section 5. In order to qualify as a PSCA Chartered Chapter of the Association, the Articles of Incorporation, Constitution, Bylaws and/or Amendments thereto must be submitted and approved by the Executive Board of the Association. If the Executive Board has not approved or rejected the Articles of Incorporation, Constitution, Bylaws and/or Amendments of a Chapter ninety (90) days from the date of submission, they shall be deemed to have been approved. In the event the Articles of Incorporation, Constitution, Bylaws and/or Amendments are not approved by the Executive Board of the Association, the proposed PSCA Chartered Chapter shall not be accepted and shall not be entitled to any rights and privileges until the approval by the PSCA Executive Board. The Chapter s Bylaws shall provide that in the event amendments to the Articles of Incorporation, Constitution, Bylaws and/or Amendments of the Chapter are disapproved by the Executive Board, the said Amendments shall not be effective until accepted by the PSCA Executive Board at a regular meeting or special meeting called for that purpose. Section 6. There shall be no financial obligation of a PSCA Chartered Chapter to the Association, except for the membership dues set forth in Article V herein. The Association Membership present at a general meeting or special meeting may vote to assess the membership as the needs of the Association may require, to the exclusion of annual membership dues. The assessment shall not be applicable to a PSCA Chartered Chapter, but limited to the Chartered Chapter Members only. Section 7. A PSCA Chartered Chapter may collect Chapter dues and may engage in fund-raising projects so long as they do not conflict with, interfere with, or deter the Association and are in full compliance with the laws of the Commonwealth of Pennsylvania. ARTICLE V DUES Section 1. The annual dues of the Association shall be determined by the Executive Board. Section 2. The Association shall give proper notification of the dues date and the amount of the dues on, or before, December 15 th of each year and, upon receipt of dues payment, shall forward a current Association Membership Card to each paying Member. Section 3. A Member shall be in good standing provided his dues or any outstanding PSCA Association debts have been satisfied. In default of such payment, the Member shall not be in good standing until such time as the dues and/or Association debts are satisfied. ARTICLE VI OFFICERS, DIRECTORS AND ELECTION THEREOF Section 1. The Executive Board shall consist of the Officers, as set forth in Section 2 of this Article. They shall have overall responsibility for administering the business of the Association. Section 2. The Officers of the Association shall be the President, Vice President, Secretary, Treasurer, Sectional Directors (each representing one of two (2) geographic Sections) and Past President. Their duties are as follows: (a) President: The President shall preside at all Association meetings and be responsible for the day-to-day operation of the Association. (b) Vice President: The Vice President shall preside at all Association meetings and be responsible in the absence of the President and perform any other duties assigned by the President. (c) Secretary: The Secretary shall be responsible for the formulation and dissemination of meeting minutes, shall notify the Executive Board, Delegates and Members of the dates of Association meetings and handle the correspondence of the Association. (d) Treasurer: The Treasurer shall be responsible for all monies received by him for dues or other payments collected for the Association and be responsible to make payment of all authorized bills for the Association. The Treasurer shall, at each Executive Board meeting, submit a prepared written

(e) (f) (g) financial report of the financial status of the Association. The Executive Board shall engage an independent accounting firm to audit the books and records of the Association held by the Treasurer within ninety (90) days from the close of the fiscal year of the Association and prepare an annual fiscal report. A copy of said report shall be given to each member of the Executive Board and shall be on file with the Treasurer and the Registered Office for review by any Member upon request. Regional Directors: Each Sectional Director shall preside at his respective Regional meetings ( Region is defined in Section 3 of Article VI) and perform all duties assigned by the Vice President. He shall attend, in person, one (1) meeting with each county (or combined counties) in his geographical area per year and shall hold at least one (1) Sectional meeting per year; he must submit a written report on these activities at the scheduled Executive Board business meetings. Past President: The immediate Past President will be seated on the Board and will have a vote on all Board matters. He will serve immediately after his term of Presidency ends, and will remain in that position for an immediate two (2) year period, and shall serve as Chairman of the PSCA Honors and Awards Committee until the end of the two (2) year term is served. He will remain as Chairman of that Committee until replaced by the new Past President. Executive Director: The Executive Director shall be seated as a member of the Executive Board, but shall not be entitled to a vote. The Executive Director will be responsible for providing staff assistance to the Executive Board and other such responsibilities as directed by the President. Section 3. Each Region shall consist of the following counties, Regions 1 & 2 will be designated as the Eastern Section and Regions 3 & 4 designated as the Western Section. EASTERN SECTION Region 1 Region 2 Adams County Bradford County Berks County Carbon County Bucks County Columbia County Chester County Lackawanna County Cumberland County Luzerne County Dauphin County Lycoming County Delaware County Monroe County Juniata County Montour County Lancaster County Northumberland County Lebanon County Pike County Lehigh County Snyder County Montgomery County Sullivan County Northampton County Susquehanna County Perry County Tioga County Schuylkill County Union County York County Wayne County Wyoming County (The Eastern Section shall consist of Regions 1 & 2) WESTERN SECTION Region 3 Region 4 Butler County Allegheny County Cameron County Armstrong County Centre County Beaver County Clarion County Bedford County Clearfield County Blair County Clinton County Cambria County Crawford County Fayette County Elk County Franklin County Erie County Fulton County Forest County Greene County Jefferson County Huntingdon County Lawrence County Indiana County McKean County Mifflin County Mercer County Somerset County Potter County Washington County Venango County Westmoreland County Warren County (The Western Section shall consist of Regions 3 & 4)

Section 4. Only Constables and Deputy Constables who are Members of the Association in good standing for at least one (1) year may hold an elected or appointed position as an Officer in the Association as described in Article VI. Section 5. The Nominating Committee, at least thirty (30) days prior to the Spring Executive Board meeting in the election year, will present a written report of its nominations for the candidates for the Officers election to the President of the Association. The Committee will nominate only one (1) person per position and will nominate the incumbent officers unless those incumbents do not wish to run. The Committee s nominations will be ready for the first reading at the Spring Executive Board and Delegates meeting. Any Constable who meets the requirements of Section 4 above, who wishes to be placed on the ballot may submit his name and the position for which he desires to run, to the Secretary and Chairman of the Nominating Committee within thirty (30) days before the Spring Executive Board and Delegates meeting, at which time there will be a special mailing of the updated candidates by the Chairman of the Nominating Committee and to all PSCA Delegates and Chapter Presidents. Persons not on the ballot after any nominating notice mailing cannot be nominated from the floor at the Members meeting at which the elections take place. In the event the Nominating Committee shall fail, or for any reason refuse to act in accordance with these bylaws prior to the election of Officers, nominations for the Officers may be made from the floor at the Members meeting at which time the elections take place by any Member and shall be voted upon in accordance with Section 7 of this Article. Section 6. Nominations for two (2) Sectional Directors shall be made only from their respective Sections. The method of voting shall be as herein provided for the election of Officers. Section 7. Only the Delegates from a Chapter shall be entitled to vote for the Association s Officers. The Delegates of a Chapter shall vote in accordance with the majority vote of the voting members of the Chapter represented in person at the meeting at which the elections take place. Any Voting Member of a Chapter shall have the right for a poll of the delegation of the Chapter. In case of a tie vote, the candidates may caucus their respective Section for a time period not to exceed ten (10) minutes. Elections will be by secret written ballot. Section 8. The President, Vice President, Secretary and Treasurer shall be elected by the Delegates subject to Section 7 of Article VI above. The two (2) Directors shall be elected only by their respective Sections (Eastern Western), as described in Section 3 of Article VI. Section 9. All Officers (with the exception of the Past President) shall be elected for a two (2) year term of office. Elections shall take place at the annual Association/ Delegates meeting which shall be held during the Annual PSCA Conference in accordance with Section 1 of Article X. The Officers shall take office at the time of the Winter Executive Board meeting following the election, except as provided in Article VI, Section 10. Section 10. In the event a vacancy occurs during a term of office, the vacancy shall be filled by a majority vote of the Executive Board for the balance of the unexpired term. Section 11. Officers may be removed from their position as Officers and Members of the Executive Board by a three-fourths (3/4) vote of the Delegates present at a regular or special meeting called for that purpose and conducted in accordance with the procedure for voting described in Article VI, Section 7. ARTICLE VII COMMITTEES Section 1. The following standing committees shall be appointed by the President. If the President fails to make the appointment within sixty (60) days after the Winter Executive Board meeting, the Executive Board, by a majority vote, shall make the appointments. (a) Nominating Committee (b) Bylaws Committee (c) Education Committee (d) Membership Committee

(e) Conference Committee (f) Grievance Committee (g) Legislative Committee (h) Honors and Awards Committee (i) Finance Committee (j) Rules and Fees Committee Section 2. The President or Executive Board may, from time to time, create additional committees as deemed appropriate. Section 3. The Nominating Committee shall consist of at least four (4) Members of the Association in good standing for not less than two (2) years; two (2) shall be elected from each Section, as set forth in Article VI, Section 3 and other members as the President may deem appropriate. The President shall appoint one (1) member of the Nominating Committee to serve as the Chairman. ARTICLE VIII MEETINGS OF THE EXECUTIVE BOARD Section 1. A majority of the members of the Executive Board shall constitute a quorum for the transaction of business by the Executive Board. Section 2. The Executive Board shall have full authority and responsibility to conduct the business of the Association. There shall be at least three (3) meetings of the Executive Board per year to be held at such times and places as determined by the President or Executive Board. Section 3. In the event it is determined by the President that immediate action by the Executive Board is necessary, a meeting may be held by conference telephone or similar communications equipment permitting all persons participating in the meeting to hear and communicate with each other. Participation in such a call pursuant to this section shall constitute presence in person at such meeting and shall be valid for the conducting of business of the Association, however, at the next regular meeting of the Executive Board, a full written report of the subject matter, including names and vote of the persons participating are recorded in the minutes. All requirements of a quorum as set forth in Article VIII, Section 1 shall apply to a meeting held by conference call. ARTICLE IX DUTY OF CARE AND INDEMNIFICATION Section 1. A member of the Executive Board of the Association shall stand in a fiduciary relation to the Association and shall perform his duties as a member of the Executive Board, including his duties as a member of any committee upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Association, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, members of the Executive Board shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following: (a) One or more Officers or employees of the Association whom the member of the Executive Board reasonably believes to be reliable and competent in the matters presented. (b) Counsel, public accountants or other persons as to matters which the members of the Executive Board reasonably believe to be within the professional or expert competence of such person. (c) A committee of the Executive Board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which the member of the Executive Board reasonably believes to merit confidence. An Officer shall not 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 Executive Board, Committees of the Executive Board and individual Members may, in considering the best interests of the Association, consider the effects of any action upon employees, upon suppliers and customers

of the Association and upon communities in which offices or other establishments of the Association are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a member of the Executive Board or any failure to take any action shall be presumed to be in the best interests of the Association. A member of the Executive Board of the Association shall not be personally liable for monetary damages as such for any actions taken, or any failure to take action unless: (a) the member of the Executive Board has breached or failed to perform the duties of his office under this section; (b) the breach or failure to perform constitutes selfdealing, willful misconduct or recklessness. The provisions of this section shall not apply to: (a) the responsibility or liability of a member of the Executive Board pursuant to any criminal statute; or (b) the liability of a member of the Executive Board for the payment of taxes pursuant to local, state or Federal law. Section 2. Members of the Executive Board as such, shall not receive any stated salary for their services, but by resolution of the Executive Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Executive Board, PROVIDED, that nothing herein contained shall be construed to preclude any Executive Board member from serving the corporation in any other capacity and receiving compensation therefore. Section 3. The Association shall indemnify each of its members of the Executive Board, 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 in connection with the defense of any litigation to which the individual may have been a party because he is or was a member of the Executive Board, Officer or employee of the Association. The individual shall have no right to reimbursement, in matters in which he has been adjudged liable to the Association for negligence or misconduct in the performance of his duties, or was derelict in the performance of his duty as a member of the Executive Board, Officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office or employment. The right to indemnify for expenses shall also apply to the expenses of suits which are comprised or settled if the court having jurisdiction of the matter shall approve such settlement. The foregoing right of indemnification shall be in addition to, and not exclusive of, all rights to that which member of the Executive Board, Officer, or employee may be entitled. ARTICLE X MEETINGS OF MEMBERSHIP Section 1. There shall be an annual meeting of the members of the Association occurring in the Fall at the time of the PSCA Annual Conference or at such other time as determined by the Executive Board. Section 2. Special Members meetings other than the annual meeting may be called by the President or Executive Board from time to time or at the written request of a majority of the Association s membership. Section 3. The purpose of the special meeting described in Section 2 of this Article shall be set forth in writing, identifying the business to be conducted at the special meeting and shall be limited to that business. Section 4. PSCA Chartered Chapter members will be represented by their Delegates who will be entitled to vote on behalf of their membership at a general or special membership meeting of the Association.

Section 5. Delegates present and entitled to vote at a general or special meeting of the Association shall transact the business of the meeting. ARTICLE XI PARLIAMENTARY PROCEDURES Roberts Rules of Order, revised, shall govern the conduct of all Association business meetings, except as may be otherwise provided in the Association s Constitution and Bylaws. ARTICLE XII AMENDMENTS Section 1. These Bylaws cannot in any way be altered or amended, except as provided in the Article. Section 2. The Bylaws Committee may, when charged by the Executive Board review and present to the Association an amendment to any section, sub-section, article of these Bylaws, as stated in Article XII. Section 6. A proposed amendment from any Member of the Association shall be in writing, signed by at least fifteen (15) Members in good standing and submitted to the Bylaws Committee. The Bylaws Committee shall review and report the proposed amendment with its recommendations to the Secretary and the procedure as set forth in Article XII shall be followed. ARTICLE XIII GENERAL Where the masculine is referred to, it shall include the feminine. ARTICLE XIV RATIFICATION These Bylaws shall be in full force and effect upon their adoption in accordance with Article XII. This provision is subject to the requirement that the Officers in office at the time of adoption of the revised Bylaws shall continue in office until replaced by the newly elected officers at the time set forth in Article VI, Section 9. Section 3. The Secretary of the Association shall send notice to each Member in good standing of any proposed amendment to the Bylaws at least ten (10) days prior to the annual members meeting of the Association, or for a special meeting called for that purpose. Section 4. The Secretary shall record the votes in the minutes of the meeting and show: (a) number of Members present; (b) number of Members voting in favor of the amendment; (c) number of Members voting against the amendment; (d) number of Members not voting; (e) whether the amendment was accepted or rejected. Section 5. The proposed amendment or amendments shall be voted on by the Members of the Association and shall require two-thirds (2/3) vote of the Members present for its adoption.