Name and Mission
Section 1. Name. The name of this coalition is the “Pennsylvania Freedom of Information Coalition” (hereinafter the “Coalition”). The Coalition is a Pennsylvania not-for profit corporation and has no capital stock.
Section 2. Mission. The Pennsylvania FOI Coalition is a nonprofit alliance formed to ensure that all Pennsylvanians have full and open access to their federal, state and local governments, their records and their proceedings. We believe that such access results in the most responsive, accountable and effective government, and, in turn, stimulates civic involvement and trust in government. We, therefore, aim to preserve and improve access to all aspects of government, to achieve judicial recognition of a presumption of access in the law, to fund and implement grassroots and educational access efforts, to educate government officials in the need for access and to participate in efforts to improve and enforce legislation to ensure the fullest possible access to government. We will assist all Pennsylvanians – including individual citizens, students, educators, the media, professionals, and others in business in the private and public sectors – in fully realizing their rights and carrying out their responsibilities as citizens in our democracy.
Section 1. Registered Office. The registered offices of the Coalition are located at 3899 North Front Street, Harrisburg, Pennsylvania, or such other locations in Pennsylvania as the Board of Directors may determine from time to time.
Section 1. Membership. The Coalition is open to any interested person or entity that supports freedom of information and open government consistent with the Coalition’s mission. A person or entity becomes a Member of the Coalition (hereinafter “Member”) by (a) submitting a membership application to the person designated by the Executive Committee of the Board of Directors to receive applications, and (b) paying annual dues in an amount set by the Executive Committee of the Board of Directors. When any vote of the Membership is required under these Bylaws, the Articles of Incorporation, or by law, each Member is entitled to one vote.
Section 2. Rights, Privileges, Indemnification. Members shall have no right, title or interest in the Coalition’s income, property or assets, nor shall any portion of such income, property, or assets be distributed to any Member on the dissolution or winding up of the Coalition. Members shall not be personally liable for the debts, liabilities, or obligations of the Coalition. Members shall have no vote or voice in the management of the Coalition.
Section 3. Meetings. A regular annual meeting of Members shall be held at such time, date, and location within Pennsylvania as designated by the Executive Committee of the Board of Directors. Special meetings of the Members may be called by the Executive Committee of the Board of Directors. Notice of all meetings of the Members shall be given in person or by mail, telephone, or email at least seven days before the meeting.
Board of Directors
Section 1. Board of Directors. All powers vested by law in the Coalition are exercised by and under the authority of, and the business and affairs of the Coalition are managed under the direction of, the Board of Directors (hereinafter the “Board”). These powers include, but are not limited to, setting Coalition policy, setting the compensation of any employees of the Coalition, making contracts and expending the Coalition’s funds, passing all rules and regulations necessary and proper for the Coalition, and to take any acts that it deems to be in the Coalition’s best interest and that are not inconsistent with the Articles of Incorporation or these Bylaws. Certain of the Board’s authority is delegated to the Executive Committee as set forth in Section 1 of Article VI.
Section 2. Number of Directors. The Coalition’s Board shall consist of not less than 5 nor more than 31 Directors, the exact number to be set from time to time by resolution of the Board. During the first two years after these Bylaws are enacted, the Board shall consist of at least 5 Directors. Within the third year after these Bylaws are enacted, best efforts will be used to ensure that the Board consists of at least 19 Directors. By the fifth year after these Bylaws are enacted, best efforts will be used to ensure that the Board consists of 31 Directors. At all times, the Board shall include at least one attorney licensed in Pennsylvania who specializes in First Amendment and freedom of information matters.
Section 3. Nomination and Election of Directors. A person is eligible to serve as a Director if he or she is (a) a Member in good-standing or (b) an employee, owner, officer, or director of an entity that is a Member in good-standing. The Membership Committee will nominate eligible persons to serve as Directors. After the Board approves a resolution setting the total number of Directors as greater than 11, the Membership Committee shall use its best efforts to nominate Directors (a) who are committed to the Coalition’s mission as set forth in Section 2 of Article I, and (b) who represent an array of backgrounds, constituencies, and geographic areas within Pennsylvania. The Membership Committee shall submit its nominations to the Board. Upon ratification of a nomination by a majority vote of Directors present at a Board meeting at which there is a quorum, the nomination shall be considered at the next meeting of the Members. Any Member may nominate any eligible person to serve as a Director at any annual meeting or special meeting of the Members. An individual becomes a Director when his or her nomination is approved by a majority vote of the Members attending any annual meeting or any special meeting of the Members.
Section 4. Director Terms. Directors serve a four-year term. An individual may be elected to a maximum of three consecutive terms as a Director, but there otherwise shall be no limit on the number of terms an individual may serve as a Director. Each director shall hold office until the expiration of the term for which he or she was elected and until a successor has been elected or, if earlier, until the death, resignation, or removal of such Director. Directors elected to fill a mid-term vacancy are eligible for three regular terms upon completing their interim term. Each Director shall serve on at least one of the Coalition’s Standing Committees as provided for in Article VII.
Section 5. Founding Directors. Approximately one-third (1/3) of the Directors selected at the founding of the Coalition (hereinafter “Founding Directors”) shall serve an initial two-year term. Approximately one-third (1/3) of the Founding Directors shall serve an initial three-year term. Approximately one-third (1/3) of the Founding Directors shall serve an initial four-year term. The determination of which Founding Directors will serve initial two-year, three-year, and four-year terms will be made when the Founding Directors are selected. The Founding Directors who serve initial two-year terms may be elected to a maximum of three subsequent four-year terms after their initial two years of service on the Board.
Section 6. Removal. A Director may be removed from office without the assignment of any cause by a majority vote of the Board at any properly convened meeting of the Board, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting. In such cases, a Director will not be removed without having the opportunity to be heard at the meeting, but a formal hearing procedure need not be followed. If at any point in a Director’s term the Director has not been present at more than half of the regularly scheduled Board meetings held during his or her term, the Director shall be removed from office automatically.
Section 7. Meetings. The Board shall meet at least once annually at a date, time, and place set by the President, and at such other times as the President or a majority of the Executive Committee deems necessary. Notice of all Board meetings shall be given by mail, facsimile, or email at least seven days before any meeting.
Section 8. Quorum. A quorum shall be defined as a majority of the Directors serving on the Board at a given time and shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of Directors present at any meeting at which there is a quorum shall constitute an act of the Board, except as otherwise specifically provided by statute or these Bylaws. Directors may participate in a Board meeting – and be considered present at the meeting – through a conference telephone, video conference, or similar method of communication by which all persons participating in the meeting can hear each other.
Section 9. Responsibility as Fiduciary. A Director of the Coalition shall stand in a fiduciary relation to the Coalition and shall perform his duties as a Director, including his duties as an Officer and/or a member of any committee of the Coalition upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interest of the Coalition, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the corporation.
Section 10. Expenses of Corporation. The Board shall ensure that the reasonable administrative expenses of the Coalition shall be incurred and paid by the Coalition. In its discretion, the Board shall allocate expenses including Management and Coalition fees to either principal or income of the Funds or other assets of the Coalition.
Section 11. Development of Fund Investment Policy. The Board shall develop and implement an investment policy for Funds of the Coalition to produce appreciation which is not inconsistent with the need for current income.
Section 12. Delegation of Duties. The Board may designate a committee or an entity in which it has entered into a management agreement as its delegate with regard to its duties under this Article.
Section 1. Officers. The Coalition shall have four Officers, all of whom shall be Directors. The Officers are: President, Vice-President, Secretary, and Treasurer.
Section 2. Election of Officers. Each of the Officers shall be elected by a majority vote of Directors present at a Board meeting at which there is a quorum.
Section 3. Officer Terms. Officers serve a two-year term. An individual may hold a particular office for only two consecutive terms, but may hold different offices for more than two consecutive terms. (For example, a person could hold the office of Treasurer for two terms and immediately thereafter be elected as Vice-President for two consecutive terms.) Each Officer shall hold office until the expiration of the term for which he or she was elected and until a successor has been elected or, if earlier, until the death, resignation, or removal of such Officer. Officers elected to fill a mid-term vacancy are eligible for two regular terms upon completing their interim term. No Officer may simultaneously serve as an At-Large Executive Committee Member or Chairman of a Standing Committee.
Section 4. President. The President is the principle executive officer of the Coalition and shall supervise all of the business and affairs of the Coalition. The President serves as chairman of the Board and chairman of the Executive Committee; presides over meetings of the Membership, Board, and Executive Committee; ensures that policies and resolutions of the Board and Executive Committee are carried out; makes appointments as provided in these Bylaws; and has authority to perform other duties as set forth in these Bylaws and as the Board or Executive Committee may designate. The President may sign, with any other Officer of the Coalition authorized by the Executive Committee, any contracts or other written instruments which the Board or Executive Committee has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board or Executive Committee or by these Bylaws or by statute to some other Officer or agent of the Coalition.
Section 5. Vice-President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may be assigned by the President or designated by the Board or Executive Committee.
Section 6. Secretary. The Secretary shall keep the minutes of the meetings of the Board, the Executive Committee, and the Members; ensure that all notices provided for in these Bylaws are given; serve as the custodian of the Coalition’s records and its seal; serve as a member of the Membership Committee; oversee the maintenance of all Membership records, including Members’ addresses, phone numbers, and email addresses; and perform such other duties as may be assigned by the President or designated by the Board or Executive Committee.
Section 7. Treasurer. The Treasurer shall be responsible for the financial books and records of the Coalition; oversee the Coalition’s finances; prepare an annual budget to be approved by a majority vote of the Executive Committee by December 15 each year; make quarterly financial reports to the Executive Committee and annual financial reports to the Board; serve as a member of the Finance Committee; and perform such other duties as may be assigned by the President or designated by the Board or Executive Committee.
Section 1. Executive Committee. The Executive Committee of the Board shall consist of eleven members of the Board: the President, Vice-President, Secretary, Treasurer, the Chairmen of the Standing Committees, and two At-Large Executive Committee Members. The Executive Committee will exercise all powers vested by law in the Coalition between meetings of the Board; oversee the operations of the Coalition; supervise the Coalition’s professional staff; and perform such other duties and functions as determined and delegated by the Board and as set forth in these Bylaws.
Section 2. At-Large Executive Committee Members. The President shall nominate two Directors who, upon ratification by a majority vote of the Board, shall serve as At-Large Executive Committee Members. At-Large Executive Committee Members serve a two-year term. An individual may be elected to a maximum of two consecutive terms as an At-Large Committee Member. An At-Large Executive Committee Member cannot simultaneously serve as the Chairman of a Standing Committee. At-Large Executive Committee Members shall perform duties as may be assigned by the President or designated by the Board or Executive Committee.
Section 3. Removal. An Officer, Chairman of a Standing Committee, or At-Large Executive Committee Member may be removed from office without the assignment of any cause by a 3/5 vote at any properly convened meeting of the Board, provided that written notice of the intention to consider removal of such Officer, Chairman, or At-Large Executive Committee Member has been included in the notice of the meeting. In such cases, an Officer, Chairman, or At-Large Executive Committee Member will not be removed without having the opportunity to be heard at the meeting, but a formal hearing procedure need not be followed. If at any point in the term of an Officer, Chairman of a Standing Committee, or At-Large Executive Committee Member the individual holding such office has not been present at more than half of the regularly scheduled Board meetings or half of the regularly scheduled Executive Committee meetings held during his or her term, the Officer, Chairman of a Standing Committee, or At-Large Executive Committee Member shall be removed from office automatically.
Section 4. Meetings. The Executive Committee shall meet quarterly. Each September, the President shall schedule and announce the dates, times, and places for the regular quarterly Executive Committee meetings for the following calendar year. The Executive Committee will also meet at such other times as the President or a majority of the Executive Committee deem necessary. Notice of all Executive Committee meetings shall be given by mail, facsimile, or email at least seven days before any meeting.
Section 5. Quorum. A quorum shall be defined as a majority of the Executive Committee serving at a given time and shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the Executive Committee present at any meeting at which there is a quorum shall constitute an act of the Executive Committee, except as otherwise specifically provided by statute or these Bylaws. Members of the Executive Committee may participate in an Executive Committee meeting – and be considered present at the meeting – through a conference telephone, video conference, or similar method of communication by which all persons participating in the meeting can hear each other.
Section 6. General Counsel. The President has the authority to nominate, subject to the Executive Committee’s ratification by majority vote, an attorney licensed in Pennsylvania to serve as General Counsel for the Coalition. Once ratified, the General Counsel’s term will be concurrent with the term of the President who nominated him or her and will continue until a successor General Counsel is ratified by the Executive Committee. The General Counsel, however, may be removed during his or her term by a majority vote of the Board or Executive Committee at a meeting. An individual may not serve as General Counsel and simultaneously serve as a Director, Officer, At-Large Executive Committee Member, or Chairman of a Standing Committee. The General Counsel serves as an ex-officio member, without a vote, on the Board and the Executive Committee. The General Counsel shall be responsible for overseeing the Coalition’s legal affairs; provide such pro bono legal advice to the Coalition as he or she may competently provide; supervise any outside counsel retained by the Board for the proper administration of the Coalition’s legal affairs; and perform such other duties as may be assigned by the President or designated by the Board or Executive Committee.
Section 1. Standing Committees. The Board shall have five Standing Committees: Education, Legislative Initiatives, Legal, Membership, and Finance.
Section 2. Chairmen. Each Standing Committee will be led by a Chairman, who will be nominated by the President and ratified by a majority vote of the Board. Once ratified, the Chairmen’s terms will be concurrent with the term of the President who nominated them and will continue until a successor Chairman is ratified by the Board. Only Directors are eligible to be Chairmen.
Section 3. Committee Members. Each Director will serve as a member of at least one Committee. The President will assign Directors to Committees, based on the Director’s personal preference to the extent possible. Committee Chairmen may supplement the membership of Committees with other individuals drawn from the Coalition’s membership. All Committee Members serve at the discretion of the Committee Chairman and the President.
Section 4. Education Committee. The Education Committee’s mission and responsibilities are to educate Members, citizens and government officials about the importance of open government to democracy, the current state of the Pennsylvania and federal law, and efforts to preserve and strengthen this basic principle of American governance.
Section 5. Legislative Initiatives Committee. The Legislative Initiatives Committee’s mission and responsibilities are to monitor proposed state and federal legislation, regulations, and court rule-making that affect dissemination of, and access to, public information in Pennsylvania; recommend positions on proposals and spearhead efforts to promote those positions; and, as appropriate, meet with legislators, court officials, or government agencies to suggest ways of strengthening open government in Pennsylvania. At all times, the Legislative Initiatives Committee shall be mindful of restrictions on lobbying imposed by law on tax-exempt non-profit corporations.
Section 6. Legal Committee. The Legal Committee’s mission and responsibilities are to oversee provision of a vigorous, aggressive representation of open government interests through all levels of the Pennsylvania and federal court systems (and in local, state, and federal agencies) by providing legal resource material to litigants; filing amicus briefs and supervising any outside counsel retained by the Board to prepare such briefs; arranging counsel for litigants in especially important cases; and tracking litigation and court decisions that affect open government.
Section 7. Membership Committee. The Membership Committee’s mission and responsibilities are overseeing membership recruitment and retention, and nominating individuals to serve as Directors as set forth in Section 3 of Article IV.
Section 8. Finance Committee. The Finance Committee’s mission and responsibilities include providing a solid financial foundation for the Coalition’s work through fundraising, grant writing, and developing other financial opportunities, such as developing partnerships with kindred organizations.
Section 1. Executive Director. The Executive Committee may appoint and fix the terms of compensation and employment of an Executive Director who shall serve for such term as the Executive Committee shall determine or at the pleasure of the Executive Committee. The Executive Director shall be the general executive of the Coalition and shall be empowered to enter contracts to effect the Coalition’s day-to-day business and shall be responsible to the Executive Committee. The Executive Director shall have the following duties and responsibilities: submit to the Treasurer a preliminary budget for the subsequent year by November 1 each year; coordinate all of the Coalition’s day-to-day and primary activities, including legislative initiatives, public education, and fundraising; serve as an ex-officio member, without a vote, on the Board and the Executive Committee; and perform such other duties as may be assigned by the President or designated by the Board or Executive Committee. The Executive Director is authorized to accept or reject contributions on behalf of the Coalition, subject to any guidelines set by standing resolutions of the Board of Directors or its designee.
Section 2. Executive Assistant. The Executive Director may hire and fix the terms of compensation and employment of an Executive Assistant, subject to ratification by the Executive Committee, who shall serve for such term as the Executive Director shall determine or at the pleasure of the Executive Director. The Executive Assistant shall assist the Executive Director as the Executive Director, President, Board, or Executive Committee designate. The Executive Assistant also will maintain, on a daily basis, a Coalition website that keeps Members and the public informed about freedom of information activities statewide and that provides educational and legal resources concerning the current state of the law.
Section 1. Personal Liability of Directors. To the fullest extent that the laws of the Commonwealth of Pennsylvania, as now in effect or as hereinafter amended, to permit elimination or limitation of the liability of Directors, no Director shall be personally liable for monetary damages for any action taken or any failure to take any action unless, as set forth in 15 Pa. C.S.A. § 5713, such Director has breached or failed to perform the duties of his or her office and such breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness; provided, however, that the foregoing provision shall not eliminate or limit (a) the responsibility or liability of such Director pursuant to any criminal statute, or (b) the liability of a Director for the payment of taxes pursuant to local, state, or federal law. Any repeal, modification, or adoption of any provision inconsistent with this Section shall be prospective only, and neither the repeal nor modification of this provision nor the adoption of any provision inconsistent with this provision shall adversely affect any limitation on the personal liability of a Director existing at the time such repeal or modification or the adoption of such inconsistent provision.
Section 2. Mandatory Indemnification of Directors and Certain Other Persons. The Coalition shall indemnify and hold harmless to the full 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 Coalition to provide broader indemnification rights than are permitted the Coalition 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 Coalition 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, Officer, Executive Committee Member, or was serving at the request of the Coalition as a director, officer, or trustee of another corporation or 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 an alleged action or failure to take any action by such person while acting in an official capacity as a Director, Officer, or Executive Committee Member of the Coalition, or in any other capacity on behalf of the Coalition while such person is or was serving as a Director, Officer, or Executive Committee Member, against all expenses, liability, and loss, including indemnification. The right to indemnification conferred by this Section shall be a contract right and shall include the right to be paid by the Coalition the expenses incurred in defending any such proceeding (or part thereof) or in enforcing his or her rights under this Section in advance of the final disposition thereof, promptly upon receipt by the Coalition of written notice of a claim to rights provided under this Section, 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. To the extent required by law, the payment of such expenses incurred by a Director, Officer, or Executive Committee Member in advance of the final disposition of a proceeding shall be made only upon receipt of an undertaking, by or on behalf of such a person, to repay all amounts so advanced if and to the extent it shall ultimately be determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Coalition under this Section or otherwise. The foregoing right of indemnification shall not be exclusive of other rights to which one may be entitled as a matter of law and does not limit or waive any limitation of liability existing under any applicable law.
Section 3. Qualified Indemnification. Notwithstanding the foregoing Section 2 of Article IX, the Coalition 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 after receiving a written request from such person or on the person’s behalf stating in reasonable detail the nature of the proceeding and a good faith estimate of expenses to be incurred.
Section 4. Continued Indemnification. The right to indemnification and advancement of expenses provided in Sections 2 and 3 of Article IX shall continue as to a person who has ceased to be a Director, Officer, or Executive Committee Member of the Coalition, and shall inure to the benefit of the heirs, executors and administrators of such person.
Conflict of Interest
No Director, Officer, or member of a Committee of the Coalition shall maintain substantial personal or business interests which conflict with those of the Coalition. In addition, any Director, Officer, employee or committee member having an interest in a contract or other transaction presented to the Board, the Executive Committee, or a Committee for authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board, Executive Committee, or Committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his personal influence on, nor participate other than to present factual information or to respond to questions in the discussions or deliberations with respect to such contract or transaction. Such person may not be counted in determining the existence of quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present.
Section 1. Amendments. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted only upon recommendation of the Board and subsequent approval by a majority vote of the Members attending any annual meeting or any special meeting of the Members, if at least seven days notice is given by mail, facsimile, or email of an intention to consider altering, amending, repealing, or adopting new Bylaws at such meetings.
Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles of Incorporation, or any applicable law, the required notice may be waived by written consent of the person or persons entitled to such notice either before or after the time for giving notice. Attendance of a person at a meeting shall constitute a waiver of notice, except where a person attends only to object to the transaction of any business because the meeting was not lawfully called or convened.
Section 3. Unanimous Consent. Any action which may be taken at a meeting of the Board or of a committee of the Board, including the Executive Committee, may be taken without a meeting if all of the Directors or all members of a committee of the Board, including the Executive Committee, as the case may be, sign written consents setting forth the action taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the Secretary.
Section 4. Compensation. The Directors, Officers, At-Large Executive Committee Members, and Chairmen of the Standing Committees shall serve without compensation.
Section 5. Fiscal Year. The Coalition’s fiscal year shall be January 1 through December 31.
Section 6. Seal. The Directors shall have the power to adopt a corporate seal and to alter it.
Section 7. Annual Audit. In the discretion of the Board, or if required by law, the Funds held by the Coalition shall be annually audited by an independent auditor to be appointed by the Board and paid as a part of the expenses of the Coalition.
Section 8. Report of Receipts and Expenditures. There shall annually be published in such form as the Board may direct, a report of its proceedings during the preceding year which shall state the aggregate of the Funds of the Coalition and their sources, the disbursements made pursuant to the direction of the Board, and the purposes for which the same were made. The cost of the publication of such report shall be regarded as part of the expenses of the Coalition.
Section 9. Inspection Rights. The Attorney General of Pennsylvania, or such other law officer having similar jurisdiction as may hereafter be appointed with another title, and any Officer, Executive Committee Member, Director, or duly authorized representative of the Coalition shall have, at all reasonable times during business hours, the right to inspect the books, vouchers and records of the Coalition, including those of the recipients of Coalition grants and entities with which the Coalition has a Management Agreement, in anyway appertaining to the Funds of the Coalition, their management or their distribution and application including the application of Coalition grants.
Section 10. Interpretation. It is intended that the Coalition be a tax-exempt, charitable organization as described Section 501(c)(3) and Section 170(c)(2) of the Internal Revenue Code, and it shall not carry on any activities not permitted to be carried on by such an organization. The provisions of these Bylaws shall in all cases be interpreted so as to conform with the intention herein described.
Section 11. Dissolution. In accordance with the intent expressed in these Bylaws and in the Coalition’s Articles of Incorporation and in the manner in which the Coalition has conducted its business since its inception, in the event of the dissolution of the Coalition, after paying or making provisions for the payment of all its liabilities, the Coalition shall dispose of all the assets of the Coalition exclusively for the purposes of the Coalition in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, literary, scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, or its successor similar provision, as the Board shall determine. No surplus funds upon dissolution shall inure to the benefit of or be distributable to any Director, Executive Committee Member, or other private person. Any such assets not so disposed of by the Board shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Coalition is then located, exclusively for such purposes or to such organization or organizations, as said Board or the court shall determine, which are organized or operated exclusively for such purposes.