The name of this corporation shall be Pennsylvania Association of Fire Equipment Distributors, Inc. (herein after referred to as the “Association”).

ARTICLE II – PURPOSE

A.    The purposes of the Association are those set forth in the Articles of Incorporation.  In addition to those set forth therein, the Association shall have the following purposes with full recognition of the right of each Member to determine its own individual business policies:

1.    To promote the progress and development of the fire protection industry;
2.    To develop specifications and standards for fire protection equipment;
3.    To collect, assemble and disseminate statistical and management information;
4.    To cooperate with governmental agencies, organizations and officials, as well as insurance organizations, in the furtherance of the objects of the Association and the public;
5.    To distribute information to governmental agencies, organizations and officials, as well as insurance organizations, users, and the public regarding the fire protection industry, the products distributed by it, and the services performed by it; and
6.    To undertake such other programs as may be proper to enhance and promote the welfare of the fire protection industry.
B.     Each member of the Association pledges to perform its work and serve its customers with the highest degree of honesty, skill and integrity possible.

A.     There shall be four classes of membership in the Association; Regular Members, Associate Members, Professional Members and Honorary Members.

1.    Regular Membership.  To be eligible for Regular Membership in the Association, the applicant (firm or company) shall establish that it meets the following qualifications:

a)    Applicant (firm or company) must be actively engaged in, (i) the sales, distribution and service of portable fire extinguishers, (ii) the sales, distribution and service of fire protection equipment, or (iii) the sales, distribution and service of fire suppression systems other than water.  Further, the applicant shall be principally involved in serving industrial and commercial accounts with these products and services.

b)    Applicant (firm or company) shall not be owned or controlled by or have its principal manager or operator any full or part-time member or employee of a regulatory agency which would put applicant in a position which may cause or result in a conflict of interest prohibited by applicable federal, state or local laws or regulations.

c)      The appropriate personnel of the applicant (firm or company) shall be licensed by any governmental agency within whose jurisdiction the applicant (firm or company) operates, if such licensing is required.

d)    Applicant (firm or company) shall conduct its business at a location which clearly identifies the business as that of a fire equipment distributor within the meaning and contemplation of these Bylaws.  Examples include a sign at the applicant’s business location and an ad in the yellow pages for the community which the applicant serves.

e)        Applicant (firm or company) shall be a business in good standing in the Commonwealth of Pennsylvania; shall have a valid sales tax license from the Pennsylvania Department of Revenue; and shall have no convictions for civil or criminal violations arising out of the applicant’s business activities.

f)       Regular Members shall have the right to vote, to be a member of the Board of Directors and attend closed business meetings conducted by the Association.  Voting privileges shall be limited to one vote per member firm or company.

2.    Associate Membership.  To be eligible for Associate Membership, applicant (individual, firm or company) shall not be eligible for Regular Membership, Professional Membership or Honorary Membership and shall provide products or services to Regular or Associate Members of the Association.  Associate Members shall not have the right to vote, be a member of the Board of Directors or attend closed business meetings conducted by the Regular Members of the Association.

3.    Professional Membership.  To be eligible for Professional Membership, applicant (individual, firm or company) shall not be eligible for Regular Membership, Associate Membership or Honorary Membership and shall provide Professional services for the fire protection industry or governmental regulatory agencies.  Professional Membership shall not have the right to vote, be a member of the Board of Directors or attend closed business meetings conducted by the Regular Members of the Association.

4.    Honorary Membership.  To be eligible for Honorary Membership, applicant (individual) shall have provided extraordinary service to the Association or to the fire protection industry.  To become an Honorary Member, candidates must be nominated by a current member of the Board of Directors and approved by the majority on the Board of Directors at a regular or special meeting.  Honorary Members are exempt from being required to pay annual dues and are permitted to attend the Annual and Fall Meetings as guests of the Association.  Honorary Members shall not have the right to vote, be a member of the Board of Directors or attend closed business meetings conducted by the Regular Members of the Association.

B.    Application for membership shall be in writing on forms prescribed by the Board of Directors for that purpose which shall contain such relevant information consistent with the Bylaws as the Board of Directors may from time to time determine.  The application shall be promptly investigated by the Membership Committee.

The Membership Committee shall review the applications for membership and within thirty (30) days of receipt of an application, the Committee’s recommendations for the acceptance or rejection of the application shall be reported to the Board of Directors.  Approval by a majority of the Board of Directors is required for acceptance of an application for Membership.

C.    A member can be suspended or expelled for nonpayment of dues or other financial obligations to the Association by a majority vote of the entire Board of Directors.  Except for nonpayment of dues or other financial obligations to the Association, a Member may only be censured, suspended or expelled for due cause by a two thirds (2/3) vote of the entire Board of Directors.  Due cause shall include but not be limited to a violation of these Bylaws, and for civil or criminal violations arising out of the Members business activities in the fire protection industry.  A Member found guilty in any civil or criminal proceeding regarding misrepresentation and/or dishonesty in dealing with its customers must be reviewed by the Board of Directors for possible censure, suspension or expulsion from the Association.

The Board of Directors shall consider each such censure, suspension or expulsion on its own merits.  The Member under consideration shall be provided thirty (30) days written notice in advance of a Board of Directors hearing to consider censure, suspension or expulsion and be provided the opportunity to appear and defend against charges made, and at the Member’s expense, to be represented by legal counsel or other representation of the Member’s choice at such a hearing.  The decision of the Board of Directors shall be final.  A member of the Board of Directors who files charges against a Member shall not participate in the Board of Directors’ deliberations or decision at a censure, suspension or expulsion hearing.

A.    The affairs of the Association shall be managed by a Board of Directors consisting of nine (9) individuals who shall be elected in accordance with the procedures set forth in Articles III, A, 1(f), VI, B and VII, B of these Bylaws.  Every effort will be made to select directors from various geographical areas of the Commonwealth of Pennsylvania.  Directors shall serve a term of three (3) years and shall serve no more than two (2) consecutive terms.  The terms of the various directors shall be staggered so that 1/3 of all existing Board of Directors’ terms shall expire each year.

B.    A majority of those serving as directors, including officers, shall constitute a quorum for the transaction of the Association’s business.

C.    In the event of a vacancy in the Board of Directors or an office of the Association, the remaining Directors shall, by a majority vote if the entire Board of Directors, elect a successor to serve the unexpired term.

D.    The Board of Directors shall have (i) the responsibility for the general management and work of the Association; (ii) formulate, direct and carry out such policies, programs and activities as the Board of Directors may deem advisable to promote the purpose of the Association.  It may employ and discharge the executive director.

E.    Directors will report any possible conflict of interest with the Association in writing to the President.

F.    In the event a Director is unable to attend a meeting of the Board of Directors, he/she may appoint an alternate from his/her Member’s firm or company to act in his/her place and stead, subject to prior approval by the President.

A.    The Officers of the Association shall be President, Vice President, Secretary and Treasurer.  The officers must be members of the Board of Directors.  The officers shall be elected by the members of the Board of Directors at the regular annual meeting and assume office immediately thereafter.  Each officer shall hold office for a term of two (2) years or until their successors are elected and have qualified.  A vacancy in any office shall be filled by the Board of Directors for a period of the unexpired term in accordance with Article IV, C.

B.    The President shall be the presiding officer.  He/she shall have charge of the general affairs of the Board of Directors and, in consultation with the executive director, recommend policies and procedures for the effective running of the Association.  He/she shall sign all authorized contracts and documents; he/she shall be authorized to sign checks with other officers; he/she shall appoint chairman and members of standing committees and be an ex-officio member of all committees except the Nominating Committee.

C.    In the absence of the President, the Vice President shall perform the duties and exercise the powers of the President.

D.    The Secretary shall have the responsibility for recording and keeping minutes of all regular and special meetings of the Association and shall record all votes.

E.    The Treasurer shall be the fiscal officer in charge of funds and shall be the disbursing agent of the Association.  He/she shall supervise the keeping of the financial records, present a financial statement at each meeting of the Board of Directors and an annual statement which shall be audited by a committee appointed by the President and made available to each of the Regular Members.  The Treasurer shall serve as a member of the Finance Committee and shall be an authorized signatory of checks.

F.    Any officer of the Association me be removed for any reason by a two-third vote of the entire Board of Directors at a meeting called for such purpose.

G.    The board may choose a “President-Elect” approximately 1 year prior to the current President’s term ends.  The President-Elect must be a current board member whose term expires at least 1 year after the current President’s term.  The President-Elect position holds no further authority over any other board position, but should be included in the affairs of the President to help create a smooth transition in leadership.

A.    Meetings of the Board of Directors shall be held at least quarterly each calendar year.  Meetings will be held, at the call of the President, at such times and places as may be designated.  Special Meetings shall be held as needed at the call of the President or at the request of any three (3) members of the Board of Directors.

B.    The Annual Meeting shall be held in the spring of each year at a time and place determined by the Board of Directors.  At the Annual Meeting, the Regular Members of the Association shall elect directors of the Association pursuant to the procedures set forth in these Bylaws.  Twenty percent (20%) of the Regular Members shall constitute a quorum for the transaction of business by the Membership.

ARTICLES VII – COMMITTEES
A.    Executive Committee.  The Executive Committee shall consist of the officers of the Association.  Meetings of the Executive Committee may be called by the President or by two (2) members of the Committee for the purpose of considering emergency matters or when it is impractical to convene the entire Board of Directors.

B.    Nominating a Committee.  A Nominating Committee consisting of at least three (3) members shall be appointed each year by the President.  The Nominating Committee shall present a slate of candidates for the Board of Directors to the Membership at least thirty (30) days prior to the Annual Meeting.

C.    Finance Committee.  The Finance Committee shall consist of the Treasurer and three (3) other members appointed by the President.  The Treasurer shall serve as chairman of the Finance Committee.  The Finance Committee shall prepare a proposed annual budget for submission to the Board of Directors for approval.  The Finance Committee may perform such other duties in connection with the finances of the Association as the Board of Directors may determine.

D.    Other Committees.  The President may establish such committees as are deemed necessary for the proper fulfillment of the goals of the Association.

Annual Dues shall be determined by the Board of Directors from time to time.  Special assessments as necessary to carry out the purposes of the Association shall be approved by a majority of the Board of Directors.

A.    A Director of the Association shall stand in a fiduciary relationship to the Association, and shall perform his or her duties as a director, including his/her duties as a member of any committee of the Board of Directors upon which he or she may serve, in good faith, in a manner he or she 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 or her duties, a director shall be entitled to rely in good faith or information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

1.    One or more officers or employees of the Association whom the director reasonably believes to be reliable and competent in the matters presented;
2.    Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person;
3.    A committee of the Board of Directors upon which he or she does not serve, duly designated in accordance with these Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
B.    In discharging the duties of their respective positions, the Board of Directors, committees of the Board or Directors and individual directors may, in considering the best interests of the Association, consider the effects of any action upon employees, upon persons with whom the Association has business and other relations and upon communities which the offices or other establishments of or related to the Association are located, and all other pertinent factors.  The consideration of those factors shall not constitute a violation of paragraph A of this Article X.
C.    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 Association.

A director of the Association shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

(a)    The director has breached or failed to perform the duties of his or her office as defined in Article X above; and
(b)    The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this Article shall not apply to (i) the responsibility or liability of a director pursuant to any criminal statute; or (ii) the liability of a director for the payment of taxes pursuant to local, state, or federal law.

A.    Definitions.  For purposes of this Article:
1.     “corporation” means the Association and if it is involved in any consolidation or merger, each constituent corporation absorbed in, and each surviving or new corporation surviving or resulting from, such consolidation or merger;
2.    “liability” means any compensatory, punitive or other damages, judgment, amount paid in settlement, fine, penalty, excise tax assessed with respect to an employee benefit plan, and cost or expense of any nature whatsoever, including without limitation attorneys fees and costs of proceedings;
3.    “indemnified capacity” means any and all past, present and future service by a representative in one or more capacities:
i.    As a director, officer, employee or agent of the corporation, or
ii.    At the request of the corporation, as a director, officer, employee, agent, trustee or fiduciary or another corporation or any partnership, joint venture, trust, employee benefit plan, or other entity, enterprise or undertaking , including service as a representative that imposes duties on or involves service by the representative with respect to an employee benefit plan, its participants or beneficiaries;
4.    “proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, and whether formal or informal, and whether brought by or in the right of the corporation, or otherwise;
5.    “representative” means any person who (i) serves or has served as a director, officer, employee, or agent of the corporation, or (ii) has been expressly designated by the Board of Directors as a representative of the corporation for purposes of and entitled to the benefits under this Article XII.

B.    Indemnification.  Subject to subsequent provisions of this Paragraph B and of Paragraph C below, the corporation shall indemnify a representative against any liability actually and reasonably incurred by the representative in connection with any proceeding in which he or she may be involved as a party or otherwise by reason of the fact that the representative is or was serving in an indemnified capacity, including without limitation any liability resulting from an actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence, or act or omission giving rise to strict or products liability, except to the extent: (a) the conduct of the representative is determined by a court to have constituted willful misconduct or recklessness; (b) the conduct of the representative is based upon or attributable to his or her receipt from the corporation of a personal benefit to which the person is not legally entitled; (c) the liability of a representative is with respect to the administration of assets held by the corporation in trust pursuant to Section 5547 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended; or (d) such indemnification is expressly prohibited by applicable law or otherwise is unlawful.

The corporation shall indemnify a representative under the proceeding provisions of this Paragraph B only if the representative acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner that he or she reasonably to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceedings, had reasonable cause to believe that his or her conduct was unlawful.  Action with respect to an employee benefit plan taken or omitted in good faith by a representative in a manner that or she reasonably believed to be in the best interests of the participants and beneficiaries of the plan shall be deemed to be action in a manner that is not opposed to the best interests of the corporation.

The corporation shall not indemnify a representative under the proceeding provisions of the Paragraph B with respect to any claim, issue or matter as to which the representative has been adjudged to be liable t the corporation in a proceeding brought by or in the right of the corporation to procure a judgment in its favor, unless (and then only to the extent) that the court of common pleas is the judicial district embracing the county in which the corporation’s registered office is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, the representative is fairly and reasonably entitled to indemnification from the corporation for the expenses that such court deems proper.

Unless ordered by the court, any indemnification of a representative under the preceding provisions of this Paragraph B shall be made by the corporation only upon a determination made in the specific case that such indemnification of the representative is proper under the circumstances because he or she has met the applicable standard of conduct set forth in the preceding provisions of this Paragraph B.  Such determination shall be made by the affirmative vote of the Regular Members at a meeting where a quorum is present.

To the extent that a representative has been successful on the merits or otherwise in the defense of any proceeding referred to in Section 5741 or Section 5742 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, or in defense of any claim, issue or matter therein, such representative shall be indemnified by the corporation against expenses (including without limitation attorneys’ fees and costs of proceedings) actually and reasonably incurred by such person in connection therewith.

If a representative is entitled to indemnification under this Paragraph B in respect of a portion, but not all, of a liability to which the representative is subject, the corporation shall indemnify the representative to the maximum extent for such portion of the liability.

C.    Limitation on Indemnification.  Not withstanding any other provisions of this Article XII, the corporation shall not indemnify a representative under this Article XII for any liability incurred in a proceeding which was initiated by the representative (which shall not be deemed to include counter-claims or affirmative defenses) or in which the representative participated as an intervener or amicus curiae, unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of a two-thirds (2/3) majority of the corporation’s directors then in office who were and are not parties to the proceeding.
D.    Advancement of Expenses.  The corporation shall pay, in advance of the final disposition of a proceeding described in Paragraph B above or the initiation of or participation in a proceeding authorized under Paragraph C above, the expenses (including without limitation attorneys’ fees and costs of proceedings) incurred in good faith in connection with such proceeding by the representative who is involved in the proceeding by reason of the fact that he or she is or was serving in an indemnified capacity.  Such advancement of expenses shall be made by the corporation upon its receipt of an undertaking, satisfactory to the corporation, by or on behalf of the representative to repay to the corporation the amounts advanced by the corporation in the event it is ultimately determined that the representative is not entitled to indemnification under this Article XII.
E.    Insurance.  To effect, secure or satisfy the indemnification and contribution obligations of the corporation, whether under this Article XII or otherwise, the corporation from time to time may self-insure, obtain and maintain insurance or letters of credit, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or give a mortgage upon or a security interest in any property of the corporation, or use any other mechanism or arrangement, in such amounts, at such costs, and upon such other terms and conditions as and when the Board of Directors shall determine.  Absent fraud, the determination of the Board of Directors with respect to such matters shall be conclusive against all security holders, officers and directors, and shall not be subject to avoidance or voidability.

F.    Payment of Expenses.  A person who is entitled to indemnification or advancement of expenses from the corporation under this Article XII shall receive such payment or advancement promptly after the person’s written request therefore has been delivered to the Secretary of the corporation.

G.    Interpretation.  The provisions of this Article XII shall constitute and be deemed to be a contract between the corporation and its representatives, pursuant to which the corporation and each such representative intend to be legally bound.  Each person serving as a representative shall be deemed to be doing so in reliance upon the rights provided by this Article XII.  The rights granted by this Article XII shall not be deemed exclusive of any other rights to which persons seeking indemnification, advancement of expenses or contribution under this Article XII may be entitled under any statute, agreement, or the vote of the Regular Members, or otherwise, both as to an action in an indemnified capacity and as to an action in any other capacity.  The rights to indemnification, advancement of expenses and contribution provide by this Article XII shall continue as to a person who no longer serves as a representative, and shall inure to the benefit of his or her heirs and personal or legal representatives.

ARTICLE XIII – LIMITATIONS

The Association shall not operate for pecuniary profit.  None of its income, dividends, or other property shall be distributed to its Members or any individual.

ARTICLE XIV – AMENDMENTS TO BYLAWS

These Bylaws may only be amended at a regular or special meeting of the Regular Members of the Association.  Bylaws may be proposed by a majority of the Board of Directors.  A written notice setting forth the substance of the proposed amendment(s) shall be sent to each Regular Member at least two (2) weeks prior to the meeting of the Association at which the amendment(s) is to be voted upon.  A vote of two-thirds (2/3) of the Regular Members present for voting shall be required for adoption.

[END OF BYLAWS]

Adopted April 24, 2013