CCIL: Info: Policy: Bylaws

Section 2. Earnings. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the organization 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 in the purpose clauses hereof.

Section 3. Activities. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. However, while CCIL will remain neutral , it will encourage and promote public debate and information exchange by its electronic community on all issues of importance to Chester County residents. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under section of 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 4. Dissolution. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, 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 disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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.

ARTICLE II - OFFICES

The corporation shall have and continuously maintain in Chester County, Pennsylvania a registered office and a registered agent, whose office is identical with such registered office, and may have other offices within or without the State of Pennsylvania, as the board of directors may from time to time determine.

ARTICLE III - BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation will be managed by its board of directors, and all corporate powers shall be exercised by the board of directors, except as otherwise expressly required by the articles of incorporation, these bylaws, or by law.

Section 2. Number, tenure and removal. The number of directors shall be eleven (11). These directors shall be elected by a majority of the votes cast at a regular meeting of the Chester County InterLink's Board of Directors. The number of directors may be increased or decreased from time to time by amendment to these bylaws, but in no event shall the number of directors be less than three.

Section 3: Election. Each director shall hold office for a period of three (3) years and may be reelected for one (1) additional three (3) year terms by a majority vote of the Chester County InterLink's Board of Directors A board member's term shall commence immediately upon election and continue for 36 months. A board member shall be notified on the 35'h month of their term. The member shall notify the board of their intention to seek reelection by the regular meeting of their 36* month. No board member shall be able-to vote in his/her reelection. A former board member will be eligible for renomination after a twelve month period off the board. Under no circumstances shall a person be allowed to serve more than 72 months in an 84 month period. A board member may resign the position by submitting a written notice of intent to the president of the board. Official removal of board status (for a requested removal) will occur when the notice is read into the minutes a the next meeting of the board of directors.

members may be removed for good cause shown at any meeting of the board of directors by the affirmative vote of a majority of all incumbent directors, in person or by written proxy, if notice of intention to act upon such matter shall have been given in the notice calling such meeting. The removal of any board member shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a board member or an agent shall not itself create contract rights. Notice of the action to remove a board member must be made to all board members at least 10 days in advance of the meeting in which the issue will be discussed. A board member may not vote on his/her own removal and the meeting quorum must be achieved by the voting members of the board exclusive of the member being voted upon.

Honorary members of the board of directors may be elected by a majority vote at any annual, regular, or special meeting of the board. Such members shall have no voting powers, have no board authority, and have no term length. Honorary board member status exists until the person asked to have the status removed or by majority board vote at a regular or special meeting of the board of directors. An honorary board member may be reelected to full board status via the normal nomination procedure. Honorary status is automatically terminated with the restoration of full board status.

Section 4. Regular Meetings. A regular annual meeting of the Chester County InterLink's registered members and board of directors shall be held on the third Thursday in September. The board of directors may also provide by resolution the time and place for the holding of additional regular meetings of the board without other notice than such resolution.

Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or by a majority of the current board.

Section 6. Special Meeting Notice. Notice of any special meeting of the board of directors shall be given at least three (3) days prior thereto by verifiable means. Any director may waive notice of any meeting. The attendance of any director at any meeting shall constitute a waiver of such notice of such meeting.

Section 7. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Chester County Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all the directors in office and shall be filed with the Secretary of the corporation.

The members of the Board of Directors present at a duly organized meeting at which a quorum is present can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine, and those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting upon any resolution or other matter set forth in the notice of the meeting, if written notice of such second adjourned meeting, staling that those members of the Board of Directors who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter, is given to each member of the Board of Directors at least 3 days prior to the day named for the second adjourned meeting.

Section 8. Vacancies. Any vacancies occurring in the board of directors, including a vacancy resulting from an increase in number, may be filled by an affirmative vote of a majority of the existing directors at a meeting in which a quorum of those existing directors is present.

Section 9. Compensation. Directors shall receive no compensation for their office on the Board; however, nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation.

Section 10. Voluntary Retirement. Any director may retire at any time by notifying the president or the secretary in writing. Such retirement shall take effect at the time therein specified.

Section 11. Action without a meeting. Any action which is required to be taken, or which may be taken, at a meeting of the directors, may be taken if consent in writing, setting forth the action, shall be signed by a majority of the directors. Such consent shall have the same force and effect as a resolution passed at a regular or annual meeting. Notification of proposed action and of consent may be sent via U.S. Mail, computerized communication, telefax, or telegram. The board of directors may participate in and/or hold a meeting by means of which a quorum participates in the meeting and all in it can hear each other (if done by telephonic or similar means) or read each others responses (if done by real-time computerized communication or similar means). Participation in such a meeting shall constitute presence in person at the meeting.

Section 12. Committees. The board of directors, by resolution adopted by the majority of the directors in office, may designate and appoint such committees or sub-committees as it shall deem appropriate. The makeup of each committee be determined at the time of board designation. A board member shall be identified as a liaison for each committee, however this does not mandate active leadership of or participation in the day to day activities of the committee for the board liaison. All committees shall report their findings and recommendations to the board of directors for consideration and approval unless the authority of the board of directors has been specifically delegated to them by a majority vote of the board. The President of the board shall be an ex-officio member of all committees.

Section 13. Unexcused absences. If a director fails to attend three (3) consecutive meetings without excuse, or fails to attend six (6) out of twelve (12) meetings without excuse, such member shall be subject to removal by a vote of a majority of the board excluding that director.

ARTICLE IV - OFFICERS

Section 1. Officers. The officers of the corporation shall be a president, a vice-president, a treasurer, a secretary and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 2. Election and term of office. The officers of the corporation shall be elected by majority vote annually at the regular meeting of the Chester County InterLink's Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until their successor has been duly elected and begun duties.

Section 3. Removal. Any officer or agent elected or appointed by the board of directors may be removed by majority vote of the board of directors whenever in its judgment the best interests of the corporation would be served thereby. Removal of the president shall require a two-thirds majority plus one. The removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or an agent shall not itself create contract rights. No officer or agent may vote in his/her own removal vote.

Section 4. Resignations. Any officer may resign at any time by giving written notice to the president or the secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified. The acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, or otherwise may be filled by the board of directors for the unexpired portion of the term. Section 6. President. The president shall be the chairman of the board of directors and shall preside at all meetings of the board of directors. The president shall be responsible for any daily interaction between the board of directors and the operational structure ofCCIL. The president shall have authority to act on behalf of the board in a dire emergency situation after a good faith effort to notify board members is attempted.

Section 7. Vice-President. The vice-president shall act in place of the president in the event of his absence, or physical inability to act, and exercise and discharge any other duties as may be required of him or her by the board.

Section 8. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation," receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories; and in general perform the duties incident to the office of the treasurer and such other duties as from time to time may be assigned by the president or board of directors. Certain duties of the treasurer may be delegated to the president by the board of directors when such delegation would be in the interests of the efficient operation of the corporation.

Section 9. Secretary. The secretary shall keep the minutes of the meetings of the board of directors, see that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the office of secretary and such other duties as from time to time be assigned by the president or by the board of directors.

ARTICLE V - OPERATIONAL STRUCTURE

Section I. The Board of Directors shall be responsible for establishing and maintaining an operational structure for the organization that assures the proper functioning of the entity.

Section 2. The adoption of or changes to CCIL's operational structure will require a majority vote of the board members in attendance at a board meeting as defined in Article III Sections 4 & 5.

Section 3. The current operational structure of the organization shall be documented in writing and available at the corporate office.

Section 4. The President will be the default contact between the board and operations. The President may appoint other board reporting mechanisms as appropriate. Changes in the reporting structure must be duly noted in board meeting minutes.

Section 5. Appointments of the senior staff member will require majority board approval. The senior staff member will have full board discussion privileges but no voting rights.

Section 6. The President shall be responsible for assuring continued operational function during times of senior staff vacancy. The president shall have the authority to appoint an interim position or delegate the responsibilities as he/she deems appropriate. In times of vacancy, the president shall be responsible for assuring the search process is initiated.

ARTICLE VI - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contracts and other documents. The board of directors, except as by law, the articles of incorporation, or these bylaws is otherwise required, may authorize any officer or officers, agent or agents of the corporation to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

Section 2. Checks, drafts, loans, etc. All checks, drafts, loans or indebtedness issued in the name of the corporation shall be signed by two (2) of three (3) Chester County InterLink authorized agents of the corporation, said agents to be designated by the board of directors.

Section 3. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may from time to time select.

Section 4. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes of for any special purpose of the corporation.

ARTICLE VII - BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and shall keep at the registered office a record giving the names and addresses of the board of directors. All books and records of the corporation may be inspected by any director; or his agent or attorney for any purpose at any reasonable time.

ARTICLE VIII - FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each calendar year.

ARTICLE IX - WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these bylaws, or under the provisions of the articles of incorporation, or by the Nonprofit Corporation Act of the State of Pennsylvania, a waiver thereof in writing signed by the persons or persons entitled to such notice, whether it be before or after the time stated herein, shall be deemed equivalent to the giving of such notice.

ARTICLE X - AMENDMENTS TO THESE BYLAWS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two- thirds vote plus one of the board of directors at any annual, regular, or special meeting in which a quorum is present.

ARTICLE XI - NET EARNINGS

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 in Article One hereof. 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 distribution of statements) any political campaign on behalf of or opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Tax Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Notwithstanding any other provision of these articles, this corporation shall not to any substantial degree engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

ARTICLE I - GENERAL