Bylaws

PENNSYLVANIA BUS ASSOCIATION BYLAWS
Amended June 1987, February 1989, February 1998, June 2007, June 2008, June 2016, October 2021

ARTICLE I:  NAME

 The name of this Association, which was incorporated as a nonprofit corporation in 1923, shall be "Pennsylvania Bus Association" referred to hereafter as “Association” whose fiscal year is October 1.

ARTICLE II:  MEMBERSHIP 

SECTION 1.   Operator Membership

       A.  Eligibility - Any individual, partnership, or corporation operating motorcoaches or school buses, or holding a certificate of public convenience issued by the Pennsylvania Public Utility Commission (PUC) and/or the U.S. Department of Transportation (US DOT) authorizing the transportation of persons in Pennsylvania engaged in the transportation of passengers as a common carrier established by state or local governments shall be eligible for Operator membership in the Association upon such terms and conditions as from time to time shall be provided in these Bylaws.  Where any individual, partnership or corporation is in control of, subject to control by, or under common control with another entity entitled to Operator membership in the Association, at least one (1) such entity eligible for Operator membership shall become an Operator Member prior to allowing any other affiliated entity to be eligible for Operator, Travel Supplier, or Associate membership.  In the event of a dispute concerning "control", the decision of the Board of Directors shall be final. 

       B.  Application for Membership - Application for Operator membership shall be made in writing or electronically on an official membership application accompanied by the prescribed dues and filed at the Headquarters of the Association.  Anyone applying agrees to become bound and to abide by the Articles of Incorporation and Bylaws of the Association and faithfully to discharge all duties and obligations imposed thereby on members.  The application shall set forth the full name and address of the applicant, trade name under which business is conducted, and, if any, a description of the types of service applicant furnishes, total number of vehicles operated (owned or leased) for the transportation of passengers, and the number of such vehicles operated that are spares. 

          C.  Admission to Membership - Upon approval by the Board of Directors, all applications for membership shall become effective on the date received by the Association.  The Secretary shall notify the applicant that he or she is eligible for admission to the Association. 

          D.    Voting Rights – Operator Members shall have voting rights as described in Article VI, Section 3 “Voting” and shall be exercised by representatives designated by and associated with Operator Members.  "Associated with" shall mean an owner, including a sole proprietor, partner or shareholder, or an employee, including a compensated officer.  An Operator Member who is delinquent in the payment of dues, as provided in Article III, Section 3 “Payment of Dues”, shall have no voting rights. 

SECTION 2.  Travel Supplier Membership 

          A.   Eligibility - Representatives of tour and travel properties and associations affiliated with the bus and travel industry are eligible for Travel Supplier membership in the Association.  This includes lodging accommodations, attractions, food services, guide services, inbound receptive operators, local, state, federal, and provincial tourism and travel promotion offices, and any other travel suppliers except for tour operators and travel agents.  Any Travel Supplier Member or applicant for Travel Supplier membership that is also eligible to join as an Operator Member shall join as both.  This includes entities controlled by the Travel Supplier Member or applicant that are entitled to be Operator Members. 

          B.   Application for Travel Supplier Membership - Application for Travel Supplier membership shall be made in writing or electronically on an official membership application, accompanied by the prescribed dues, and addressed to the principal office of the Association.  

          C.   Admission to Membership - Upon approval by the Board of Directors all Travel Supplier Member applications shall become effective on the date received by the Association.  The Secretary shall notify the applicant that he or she is eligible for admission to the Association.  

D.  Voting Rights and Privileges – A Travel Supplier Member shall be entitled to attend the annual meeting of the Association but shall have no voting privileges.  He or she shall have such other privileges as the Board of Directors may from time to time decide. 

SECTION 3.   Associate Membership 

            A.  Eligibility – Any individual, partnership, corporation, or other business entity who or which engages in a business that services an Operator Member as defined in Section A of this Article shall be eligible for membership in the Association as an Associate Member without voting rights.  This includes any organization which supplies equipment, material, and services to the industry such as buses, engines, tires, accessories, insurance, petroleum products, publications, advertising and public relation firms, legal, financial, governmental affairs organizations, and any other organization which has business dealings of a general nature with Operator Members. Any Associate Member or applicant for Associate membership that is also eligible to join as an Operator Member shall join as both.  This includes entities controlled by the Associate Member or applicant that are entitled to be Operator Members. 

            B.  Application for Associate Membership - Application for Associate membership shall be made in writing or electronically on an official membership application, accompanied by the prescribed dues, and addressed to the principal office of the Association. 

            C.  Admission to Membership - Upon approval by the Board of Directors, all Associate Member applications shall become effective on the date received by the Association.  The Secretary shall notify the applicant that he or she is eligible for admission to the Association. 

            D.  Voting Rights and Privileges – An Associate Member shall be entitled to attend the annual meetings of the Association but shall have no voting privileges.  He or she shall have such other privileges as the Board of Directors may from time to time decide. 

SECTION  4.  Tour Company 

A.  Eligibility –  A firm, corporation or business that engages in the purchase of services and products from the members of the Pennsylvania Bus Association for the purpose of packaging tours.  To be considered for a tour company membership, a written application must be submitted to the Board of Directors for consideration demonstrating that the following membership criteria have been satisfied: 

1.       The applicant has been engaged in packaging tours requiring charter services of PBA operator members.

2.       Confirmation that the applicant does not own or operate motorcoaches.

3.       The applicant has obtained one letter of recommendation from a current PBA operator member.

4.       The applicant has agreed to and signed a copy of the most recent version of the PBA Code of Ethics for Tour Operator Members.

5.       The applicant has provided a copy of their: business license, if applicable; registration with the Office of the Secretary of State; proof of a minimum of $1 million in errors and omissions insurance; and a company federal tax identification number.

6.       If a partnership exists with a bus operator that is eligible for PBA operator membership, it is required that the bus operator be a PBA bus operator member before the tour company application can be considered for Tour Company Membership.

B.  Application for Tour Company Membership - Application for Tour Company membership shall be made in writing or electronically on an official membership application, accompanied by the prescribed dues, requested information under Eligibility, and addressed to the principal office of the Association. 

C.  Admission to Membership - Upon approval by the Board of Directors, a Tour Company Membership application shall become effective on the date received by the Association.  The Secretary shall notify the applicant that he or she is eligible for admission to the Association. 

D.  Voting Rights and Privileges – A Tour Company Member shall be entitled to attend the annual meeting of the Association but shall have no voting privileges.  A Tour Company member shall have such other privileges as the Board of Directors may from time to time decide. 

SECTION 5.  Honorary Membership 

The Board of Directors may bestow Honorary memberships upon individuals who have made some unusual contribution to the welfare of our industry.  Honorary Members shall not be required to pay any dues and shall not have any voting privileges.  

SECTION 6.  Transferability of Membership 

All categories of membership in the Association are not transferable or assignable. 

ARTICLE III:  DUES & ASSESSMENTS

SECTION 1.   Operator Member

Operator Members shall be invoiced annually for membership dues as determined periodically by the Board of Directors.  Such determination may include the establishment of minimum dues, maximum dues, and a pro rata dues schedule.   

SECTION 2.  Tour Company, Travel Supplier and Associate Members 

Tour Company, Travel Supplier and Associate Members shall be invoiced annually for membership dues as determined periodically by the Board of Directors 

SECTION 3.  Payment of Dues

Operator Member dues shall be payable and accompany each application for membership on a pro rata basis of the annual rate.  Thereafter, dues shall be billed annually but members may elect to pay dues on a semi-annual basis without being considered delinquent.  Members shall be considered delinquent if the first dues payment is not made within ninety (90) days of the billing date and if not fully paid within 120 days of the billing date, except as otherwise provided by the Executive Committee.  Any member that is delinquent shall not have any voting privileges or occupy any position as an officer or member of the Board of Directors. 

All Members shall have the same anniversary month as the Association’s fiscal year.  A member shall be considered delinquent if dues are not paid completely within ninety (90) days.  

SECTION 4.  Assessments 

The Board of Directors may establish assessments when deemed necessary and desirable for the conduct of the Association’s business.  The requirement for payment of the assessment shall be determined by the Board of Directors. 

SECTION 5.  Suspension and Termination of Operator, Travel Supplier, Associate, Tour Company, or Honorary Membership 

A.  A Member may be suspended: 

            1.  By the Board of Directors upon sixty (60) days written notice for failure to pay, or cause to be paid, any    amount owed to this Association. 

B.  A Member may be suspended or terminated, or a member may be warned in the following ways: 

          1.  By voluntary resignation of such member upon not less than sixty (60) days notice in writing to the Association. 

          2.  By revocation, abandonment, sale, transfer, or other termination of the right of such member to transport passengers.  

          3.  By vote of the Board of Directors for nonpayment within sixty (60) days after written notice of any amount due the Association.

          4.  By vote of the Board of Directors for good cause.  Good cause shall mean serious misconduct such as: An action involving dishonesty in dealing with the Association, its members, or customers, or for violation of the Code of Ethics.  A warning, suspension, or termination of membership for good cause shall be preceded by a disciplinary proceeding as follows:  

a.   The Board of Directors, on its own motion or on motion of any member thereof, or upon the information received by any member of the Association, may decide to institute disciplinary proceedings against a member.

b.  If disciplinary proceedings are to be instituted, a notice thereof must be sent by certified mail to the member.  The notice shall state the date, time, and place at which the charges will be considered which shall be at least thirty (30) days following the date of the notice.

c.  The notice shall contain a statement of the charges or accusations against the member.

d.  The hearing shall be conducted by a Hearing Committee.  This committee shall consist of three (3) individuals appointed by the Chairperson with the approval of the Board of Directors, who may, but need not, be members of the Association.  If composed of members of the Association, they may not be ones who directly compete with the accused member.

e.  The Hearing Committee shall conduct a fair and impartial hearing where evidence as to the charges shall be presented.  The member shall have the right to cross-examine witnesses.  The member shall also have an opportunity to refute the charges and to present evidence in that regard.

f.  Within thirty (30) days following the hearing, the Hearing Committee shall make a report and recommendation to the Chairperson of the Board of Directors.  The recommendation may be that a warning be issued to the member, that the membership be suspended for a certain period, following which the member will be returned as a member in good standing of the Association, or the membership shall be terminated, following which there would be required an application for new membership to be presented to and accepted by the Board of Directors.

g.  At its next meeting following receipt by the Chairperson of the report and recommendation, the Board of Directors shall decide by majority vote whether to accept the report and recommendation of the Hearing Committee.  In so doing, the Board of Directors may decide that a recommendation for termination be reduced to suspension or warning, or that a recommendation of suspension or termination be reduced to a warning.

h.  The Board of Directors shall, following such meeting, provide notice in writing to the member as to its decision. 

If the membership of any member is terminated for any reason whatsoever, neither such member nor his or her successors, heirs, assigns, or representatives shall have any interest in or claims upon any of the property, funds, income, or assets of the Association, including refund of monies paid to the Association. 

ARTICLE IV:  BOARD OF DIRECTORS, OFFICERS AND DIRECTORS, EXECUTIVE COMMITTEE 

SECTION 1.  Board of Directors and Officers 

The affairs of the Association shall be under the general direction and control of a Board of Directors consisting of not more than twenty-one (21) members, the exact number to be determined from time to time by the Board of Directors.  The members of the Board of Directors shall serve staggered terms of two (2) years, except that the initial Board of Directors shall be divided into approximately two (2) equal classes, with the first class to serve for a term of one (1) year, and the second class to serve for a term of two (2) years.  Thereafter, approximately one-half of the members of the Board of Directors shall be elected annually by the members and shall serve until the election of their qualified successors. 

          A.  Absenteeism.  Except when absences result from illness or are excused by a leave of absence approved by the Board of Directors, any member of the Board of Directors that is absent from three (3) consecutive, regular meetings of the Board of Directors shall forfeit the balance of his or her term of office and the position shall be deemed to be vacant. 

          B.  Alternates.  A Member of the Board of Directors may, with the consent of the majority of the members, designate someone to serve as his or her alternate.  The consent of the majority of the Board of Directors shall mean that the Board of Directors has selected the designee as an Alternate.  The request to designate an Alternate shall be received at headquarters on or before the meeting of the Board of Directors to which the request applies.  The Alternate may not act as an officer, although officers may have Alternates.  Alternates may vote and the members shall be bound by the voting action of their Alternates.  Alternates shall be utilized to constitute a quorum at any meeting. 

          C.  Duties.  The Board of Directors may appoint and employ such officers, agents, and employees as may be necessary or desirable in the conduct of the business of the Association and who shall perform such duties as may be delegated by the Board of Directors.  The Board of Directors has the power to purchase, acquire, lease, sell, transfer, or assign property, borrow money, execute documents including mortgages, appoint such employees or agents as it may deem necessary to accomplish the Association’s purposes and in transacting business. 

          D.  Vacancy.  Should any vacancy occur in the Board of Directors or in any office by reason of death, resignation, or otherwise, such vacancy shall be filled by the Chairperson of the Board of Directors for the unexpired term, and, if the office of the Chairperson of the Board of Directors is vacant, then by the Vice-Chairperson.  Any appointment shall be approved by the Board of Directors. 

          E.  Term Limits for Board of Directors Members.  A Board of Directors member may not serve more than eight consecutive years as a Board member.  After serving the maximum time allowed, a person may again serve as a Board member after being off the Board of Directors for at least one year.  The eight-year limit is effective for Board member terms beginning in June 2022.  The eight-year limit shall not be applied retroactively to board members serving in 2021.  

SECTION 2.  Board of Directors Travel Supplier and Associate Member Representation

In addition to the members of the Board of Directors referred to in Section I of this Article who shall be associated with an Operator Member, the Board of Directors also shall include not more than three (3) additional members who shall be associated with a Travel Supplier and Associate Member, the exact number to be determined from time to time by the Board of Directors.  There shall be at least one (1) representative from the Travel Supplier and at least one (1) from the Associate Membership.  The representative(s) shall serve staggered terms of two (2) years, except that the initial representatives, if more than one (1), shall serve one (1) and two (2) years respectively, as designated by the Nominating Committee.  Thereafter, approximately one-half of the Travel Supplier or Associate Member representative of the Board of Directors shall be elected annually and shall serve until the election of their qualified successors.  If elected to a two (2) year term, a Travel Supplier or Associate Member Board representative may not succeed him or herself.  All other provisions contained in Section I shall apply.  Travel Supplier and Associate Member representatives shall be permitted to vote at meetings of the Board of Directors and shall be treated in all respects as members of the Board of Directors. 

SECTION 3.  Executive Committee 

A.  Power.  For transacting the business of this Association, during intervals between the meetings of the Board of Directors, there shall be an Executive Committee consisting of members of the Board of Directors.  It shall have full authority to exercise all the powers of the Board of Directors except the following. 

(1)  The submission to the members of any action requiring approval of members under the Pennsylvania Corporation Not for Profit Code 15, P.S. S7101, et seq., as amended from time to time.

            (2)  The amendment or repeal of any resolution of the Board of Directors.

(3)  Action on matters committed by the Bylaws or resolution of the Board of Directors to another committee of the Board of Directors. 

            B.  Members.  The Executive Committee shall consist of the Chairperson, Vice-Chairperson, Secretary, Treasurer, Immediate Past Chairperson, and two (2) additional members of the Board of Directors appointed by the Chairperson at, or within thirty (30) days following the annual meeting and approved individually by the Board of Directors.  The members of the Executive Committee who are officers of the Association, or who is the Immediate Past-Chairperson, shall hold office on the Executive Committee for as long as they are officers.  The Appointed Members shall hold office on the Executive Committee under the Chairperson making the appointment, for up to two (2) years from Board of Directors approval.  The Chairperson of the Board of Directors shall be Chairperson of the Executive Committee, or in his/her absence, the Vice-Chairperson shall be Acting Chairperson. 

SECTION 4.  Qualification of Officers, Directors, and Members of Executive Committee; Vacancy 

Each individual who is an officer, director, or member of the Executive Committee, including any ex-officio member thereof, shall be associated with an Operator Member.  If, during any term, the individual ceases to be associated with an Operator Member, or the member ceases to be an Operator Member, the individual shall give written notice of his or her resignation effective immediately.  Any Director may be removed for just cause at any scheduled or special meetings of the Board of Directors. 

ARTICLE V:  DUTIES OF OFFICERS 

The officers of the Association shall be Chairperson, Vice-Chairperson, Secretary, and Treasurer.  They shall be elected by the membership in good standing at the Annual Meeting pursuant to Article VII, Section 2, “Elections of Officers and Directors” and shall hold office for a staggered term of two (2) years as follows:  Chairperson and Vice Chairperson in even years; Treasurer and Secretary in odd years.  The elected officers shall automatically become members of the Board of Directors for the term of their officer elected position.  A person may not serve more than two consecutive terms in the role of any single officer position.  A person may not serve more than eight consecutive years as an officer in any of the officer positions.  After serving the maximum time allowed, a person may again serve in an officer position after being off the Board of Directors for at least one year.    The eight-year limit is effective for officer terms beginning in June 2022.  The eight-year limit shall not be applied retroactively to officers serving in 2021.   

SECTION 1.  Chairperson  

The Chairperson shall preside at all meetings of the membership, Board of Directors, and of the Executive Committee, and shall perform the duties usually pertaining to such office.  He or she shall receive no compensation for his/her services except actual and necessary expenses incurred in the conduct of his or her office which shall be subject to approval by the Board of Directors. 

SECTION 2.  Vice-Chairperson 

The Vice-Chairperson shall act for the Chairperson in his or her absence and shall receive no compensation for his or her services except actual and necessary expenses incurred in the conduct of his or her office which shall be subject to approval by the Board of Directors. 

SECTION 3.  Secretary 

The Secretary shall have charge of all books and records of the Association.  He or she shall keep accurate minutes of all regular and special meetings, giving reasonable written notice of the same.  He or she shall give two (2) weeks written notice, by bulletin, electronic or otherwise, to all members of the Association of all annual meetings and shall give reasonable written notice of special meetings.  He or she shall perform the actual duties of the Secretary.  He or she shall receive no compensation for his or her services except actual and necessary expenses incurred in the conduct of his/her office which shall be subject to approval by the Board of Directors. 

SECTION 4.  Treasurer 

The Treasurer shall have custody of the funds of the Association and deposit the same in a bank designated by the Board of Directors.  He shall perform such duties as may be directed by the Board of Directors.  The Treasurer may authorize, with the approval of the Board of Directors, the appointment of an Assistant Treasurer to perform the actual duties of the Treasurer.  The Treasurer and Assistant Treasurer shall furnish a bond in such sum as may be required by the Board of Directors, the cost thereof, to be paid by the Association.  Disbursements shall be made by the Treasurer or Assistant Treasurer only on vouchers signed by anyone (1) of the following: Chairperson, Vice Chairperson, Secretary, Treasurer, or such person designated by the Board of Directors.  He or she shall receive no compensation for his or her services except actual and necessary expenses incurred in the conduct of his/her office which shall be subject to approval by the Board of Directors. 

SECTION 5.  Immediate Past Chairperson 

The Immediate Past Chairperson shall serve as an officer on the Board of Directors and on the Executive Committee.  The primary function of the Immediate Past Chair is to provide guidance, institutional knowledge, and historical context to the Chairperson and the Executive Committee with respect to the Association’s procedures and operations.  The Immediate Past Chairperson does not undertake a significant leadership role and instead defers to the Chairperson, Vice-Chairperson, Secretary, Treasurer, and the Executive Director of the Association.  

SECTION 6.     Vacancies 

Should any Officer position become vacant, the Board shall elect a successor from the Board at the next meeting.  The individual so elected shall serve for the unexpired term of said office. 

SECTION 7.     Removal of Officers. 

Any Officer may be removed from office, with or without the assignment of any cause, by vote of two-thirds of all other Board Members present at a duly convened meeting of the Board at which there is a quorum.

ARTICLE VI:  MEETINGS

SECTION 1.  Association 

          A.  Annual Meeting - The Annual Meeting of the Association shall be held at such time and place as the Board of Directors may determine.  

          B.  Special Meeting - Special meetings of the Association may be called at any time by the Board of Directors as defined in Section 2 “Board of Directors”, Paragraph A, “Meetings” below  or upon written or electronic request of not less than twenty-five percent (25%) of Operator  Members. 

          C.  Quorum – Twenty-five percent (25%) of the membership shall constitute a Quorum for the transaction of business at meetings of the Association. 

          D.  Order of Business - The Order of Business at regular meetings of the Association shall be as follows:

1.       Approval of minutes of previous meetings

2.       Reports of officers

3.       Reports of committees

4.       Unfinished business

5.       New business

6.       Election

7.       General discussion

8.       Adjournment

SECTION 2.   Board of Directors 

          A.  Meetings - The Board of Directors shall hold meetings at such place(s), and at such time(s) as may be determined by the Board of Directors.  Special meetings of the Board of Directors shall be called upon the written request of twenty-five percent (25%) of the Board of Directors.  In lieu of meetings, proposed action by a majority of the Board of Directors may be taken by written or electronic (i.e., fax, teleconferencing, computer) consent to be circulated by the Association.  Members shall be given a maximum of ten (10) calendar days to vote on any proposed action. 

          B.  Quorum – Six (6) members of the Board of Directors shall constitute a Quorum, and action may be taken by the Board of Directors by a majority of those present and voting, a Quorum being present. 

          C.  Order of Business - The order of business at Board of Directors meetings shall be the same as above prescribed as the order of business at the Annual Meeting of the Association. 

SECTION 3.   Voting 

Voting by members on the Board of Directors and Executive Committee shall be based upon one (1) vote per Board member.  Voting at meetings of the Association membership shall be based upon one (1) vote by one (1) representative from each of the Operator Members. 

SECTION 4.  Executive Committee

The Executive Committee shall meet at the call of the Chairperson.  Its action shall be reported at the following meeting of the Board of Directors.  A majority of the members of the Executive Committee shall constitute a Quorum for the transaction of business by the Executive Committee. 

ARTICLE VII:  NOMINATIONS AND ELECTIONS 

SECTION 1.  Nominations for Officers and Directors 

The Chairperson of the Board of Directors shall appoint a Nominating Committee in accordance with Article VII of the Bylaws.  The Nominating Committee shall consist of at least two (2) but not more than five (5) members of the Association who may, but need not, be members of the Board of Directors, that are identified at least sixty (60) days in advance of the Annual Meeting and shall be reported to the Executive Committee.  The Nominating Committee shall report a recommended slate of officers and directors.  The slate of officers and directors are then sent to the voting membership electronically.  Additional nominations may be made by petitions filed at the Association's headquarters five (5) days in advance of the Annual Meeting.  Any petition must be signed by five (5) members. 

SECTION 2.  Elections of Officers and Directors 

The election of Officers and Directors shall take place at the Annual Meeting.  Voting may occur electronically or virtually should the Annual Meeting not be in-person.  Proxy votes must be provided in advance of the Annual Meeting.  Secret ballots will be prepared and distributed if there are nominations from the membership.  If elections are contested, the presiding officer shall appoint a committee of the three (3) Tallying Committee members who will count the ballots.   A majority of members present will elect, a quorum being present.  Voting shall be in accordance with the provisions of Article VI, Section 3, “Voting”. 

ARTICLE VIII:  COMMITTEES AND SECTIONS 

SECTION 1.  Authority for Appointment 

The Chairperson of the Board of Directors shall have the authority to appoint all chairs of standing committees and such special committees of the Association as he/she may deem necessary or desirable or as may be prescribed by the Board of Directors from time to time.  Individuals shall serve on committees at the will of the Chairperson, subject to approval of the Board of Directors, and may, but need not, be representatives designated by Operator, Associate, or Travel Supplier Members. 

SECTION 2.  Standing Committees of the Association 

The following shall be standing committees: 

Finance Committee

Annual Meeting Committee  

Legislative & Advocacy Committee

Nominating Committee

Membership Committee

Marketplace Committee 

The Board of Directors may establish other committees to conduct special activities or functions of the Association.  The Chairperson shall have the power to appoint and remove members and chairs of all committees. The Chairperson shall serve for the term of existence of the Committee or until removal or resignation. 

ARTICLE IX:  HEADQUARTERS 

The headquarters of the Association shall be in Pennsylvania, at such site or location as may be selected by the Board of Directors.

ARTICLE X:  AMENDMENTS 

These Bylaws may be altered or amended at any regular or special meeting of the Association by seventy-five percent (75%) of the Operator Members present after a Quorum has been established provided that at least fifteen (15) days notice of such meeting be sent each Operator Member, which notice shall contain a copy of the proposed amendment(s), or they may be amended by unanimous vote of all Operator Members present if notice of amendment has not been given as required above and such notice has been waived by unanimous vote of all members present.  The changes can also be approved via proxy, should an in-person meeting not be feasible.

ARTICLE XI:  DIRECTOR LIABILITY 

A Director shall not be personally liable as a Director for monetary damages, for any action taken, or any failure to act, unless the Director has breached or failed to perform the duties of his or her office under Section 8363 of Title 42 (Judiciary and Judicial Procedure) of the Pennsylvania Consolidated Statutes, and the breach or failure to perform such duties constitutes self-dealing, willful misconduct, or recklessness.  This section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute or the liability of a Director for the payment of taxes pursuant to local, state, or federal law, nor shall this section apply to any actions filed prior to the date of the amendment adding this section to the bylaws, nor to any breach or performance of duty of any failure of performance of duty by a Director prior to such date.  No amendment to or repeal of this section shall apply to or have any effect on the liability or alleged liability of any Director for, or with respect to, any acts or omissions of such director occurring prior to such amendment or repeal. 

ARTICLE XII: TRANSITION TO TERM LIMITS 

The eight-year limits for service as Board Members and officers in Article IV, Section E and Article V, are effective for terms beginning in June 2022.  In recognition of the need for continuity, a smooth leadership transition, and an effective transfer of institutional knowledge, the eight-year limits shall not be applied retroactively to board members and officers serving in 2021.   For example, an officer or board member that has already served for eight years will still have an opportunity to serve an additional eight years, starting in June 2022.  However, longstanding officers and board members are highly encouraged to transition out of officer positions and off the Board prior to 2030.