BY-LAWS of CHESTER COUNTY CONFERENCE AND VISITORS BUREAU
New By-Laws adopted October 2004 to replace original By-Laws adopted 1961.

ARTICLE 1: NAME
The name of this not-for-profit Pennsylvania Corporation shall be the Chester County Conference and Visitors Bureau, hereinafter referred to as the Bureau.

ARTICLE II: OFFICES
The administrative offices shall be located within Chester County, Pennsylvania, at a location determined and approved by the Board of Directors.

ARTICLE III: MEMBERS
Any association, corporation, individual, or other organization interested in the objectives and purposes of the Bureau shall be eligible to be an active member, having also acknowledged its Code of Ethics.

III-2: Each active member must designate one individual to be its primary contact and representation. Only this individual is eligible to vote on Bureau business.

III-3: Membership dues shall be fixed with approval of the Board of Directors and levied on the yearly anniversary of the members having joined the Bureau.

III-4: Any member may resign from the Bureau by notifying the President in writing.

III-5: Any member may be expelled from the Bureau upon two-thirds vote of the Board of Directors. Reasons for expulsion may include, but not be limited to, unsatisfactory services and policies toward the Bureau’s customers, complaints lodged by visitors, failure to provide a safe operation, and unsavory or unethical business practices. Any member so expelled may petition the Board for consideration to rejoin after a six -month period following expulsion.

III-6: Membership will automatically terminate for any member who fails to pay his/her/their dues within sixty days of invoice date. Allowing reasonable time not to exceed thirty days, staff will remind the member once before notice of termination, and the board of Directors so advised.

ARTICE IV MEETINGS OF MEMBERS
An Annual Meeting of the members shall be held in October of each year at a place, and on a date and at a time, approved by the Board of Directors. The Director of Membership shall notify members of record as of September 1st of the place, date and time of the meeting no later than September 15th. The purpose of the Annual Meeting is to elect members of the Board of Directors whose terms are expiring and to review any other business as may be deemed necessary by the Board of Directors, members and staff. If appropriate notice of the Annual Meeting is not delivered to the membership, as required, by October 1st, any member may convene such a meeting, upon notice to his/her fellow members no later than October 31st of the same year.

IV-2: The Chairman/Chairwoman, Treasurer, and President shall ensure that a full and complete Annual Report, as well as an Annual Audit, are both available for distribution and discussion at the Annual Meeting.

IV-3: Special meetings of the members, as differentiated from Member Mixers, up-dates, and events, may be held from time to time as called by the Board of Directors, or upon written request to the Board of Directors by at least 20% of the membership so entitled to cast a vote. If such a meeting is called by the members, it shall be the duty of the Secretary to fix the date, time and place, within Chester County, of such a meeting, which shall be held within 60 days of the receipt of such a request. If the Secretary shall refuse or neglect to set such a meeting, the members calling the meeting may do so. Business transacted at special meetings shall be confined to the subject(s) stated in the call and germane thereto.

IV-4: Constituting a quorum at any meeting of the members shall require a minimum of 25% of the members of record as of either September 1st as in the case of the Annual Meeting, or as in the case of a special or other meeting, the date the meeting notice is sent. These members must be present in person or by written, signed, and dated proxy, clearly identifying the subject of the proxy, in order for any official action to take place. Any proxies or ballots in which the writer’s intention is not clear and/or is illegible shall be considered illegal and not counted.

IV-5: The Chairman/Chairwoman may solicit written and signed proxies to be held in his/her name or the name of someone else he/she may designate. Any combination of these proxies and in-person members totaling at least 25% of the members of record shall constitute a quorum. If, at any time, the quorum shall fall short of this number, business may not be transacted.

IV-6: If a quorum at the Annual Meeting is not present, a second meeting shall be called within 30 days to vote on the board members up for election. If a quorum cannot be established at this meeting voting on board vacancies shall be by simple majority of members present.

IV-7: Upon request of any members of record the books, lists and records of membership of the Bureau shall be produced for in-office perusal. In the event of any challenges to the right of any member to vote, the Chairman/Chairwoman shall determine, in concert with the staff person responsible for membership and the Chairman of Membership, who is entitled to vote based upon a review of the membership books.

IV-8: Voting for the Board of Directors may be done by voice or paper ballot. After the Nominating Committee has delivered its report, the Chairman/Chairwoman shall determine if there are any nominations from the floor, and voting shall proceed, with the highest vote receivers winning the open seats. This election shall be decided by a simple majority of members present. The Secretary may appoint two tellers, who must be members, to assist in the tabulations of voice or paper ballots. If the Secretary is a candidate, the Chairman/Chairwoman or Nominations Committee Chairperson shall appoint a temporary judge of elections, who must be a member.

ARTICLE V: BOARD OF DIRECTORS
The business of the Bureau will be managed by a Board of Directors not to exceed fifteen individuals. Ten of these Directors shall be representatives of member organizations or individuals, of whom the majority must be residents of Chester County. Each Director shall serve a three year term. Director elections shall be staggered as follows:
Annual Meeting, 2004 elect three
Annual Meeting, 2005 elect three
Annual Meeting, 2006 elect four,
with a repeat sequence in 2007 and beyond;
These Board member terms shall commence on January 1, or later, and end on December 31st of the third year following commencement.

V-2: The Chester County Commissioners may appoint up to 34%, not to exceed five in number, of the Board, all of whom shall be residents of Chester county. These individuals may be encouraged to affiliate with the Bureau as members but not be so required. Each of these Directors shall serve a three-year term, and these appointments shall be staggered as follows:
January, 2005 appoint two
January, 2006 appoint two
January, 2007 appoint one
with a repeat sequence in 2008 and beyond;
Director’s terms shall commence on January 1, or later, and end on December 31 of the third year following commencement.

V-3: No member of the Board may serve more than three consecutive three-year terms unless permitted to do so by a simple majority vote of the Board. No Director shall exceed 15 years on the Board without a two-thirds (2/3) majority vote by the Board of Directors, taken annually after the fifteenth year.

V-4: The Board of Directors shall bear fiduciary responsibility toward the Bureau, name the President and ratify salaries.

V-5: The Board of Directors shall meet once a month, every month, on the second Tuesday of the month, at a time, and at the administrative headquarters, or other place as agreed upon the previous meeting. If necessary to deviate from this schedule, from time to time, Board members must be notified, in writing. Board members must have written notification from the Secretary or the President of any regular or special board meeting no later than five days before such meeting.

V-6: A quorum shall be 51% or more of the Directors currently holding office. Only those Directors physically present when a vote is taken shall be eligible to have their votes count. Proxy voting is prohibited at any meeting of the Board of Directors, except in special circumstances as defined by the Chairman/Chairwoman and approved by 100% of those present; in no case, under these circumstances, should more than three proxy votes be solicited.

V-7: The Chairman/Chairwoman may, in extenuating circumstances, authorize for an electronic vote on a specific issue, and all Directors may have at least seventy-two hours, or more as stated, to cast a written, signed vote.

V-8: The Executive Committee is always chaired by the Chairman/Chairwoman, and also consists of the Vice-Chairman/Chairwoman; the Treasurer, and the Secretary. Standing committees shall be the Nominating Committee; Finance Committee; Human Resources Committee; Marketing Committee; Membership Committee; and Communications Committee. Each committee shall have at least three members, all of whom must be members of the Board of Directors. Other individuals may be added to committee rosters, as long as they are either members of the Board of Directors, or a representative of a member organization.

V-9: Committee members shall be appointed by the Chairman/Chairwoman at the meeting of the Board of Directors in January, and as needed to reconstitute committees throughout the year. With the exception of the Executive Committee, which is always chaired by the Chairman/Chairwoman, and the Finance Committee, which is always chaired by the Treasurer of the Board of Directors, all committee Chairs are named annually by the Chairman/Chairwoman of the Board.

V-10: The Board of Directors shall declare vacant the office of a Director if he/she is adjudicated incapacitated, or is convicted of a felony, dies, or if he/she should miss four consecutive monthly meetings for any reason. A leave-of-absence or exception to this attendance policy may be approved by the Board after the third missed meeting.

V-11: In discharging their duties as members of the Board of Directors, individuals shall consider the best interest of the Bureau, its policies and directives, its members, its customers, its staff and its volunteers, and the overall appropriate marketing goals and strategies for the entire county. Failure to live up to these responsibilities shall be grounds for the overall Board of Directors to consider removal of a Board member, which shall require three-fourths (3/4) vote of all members of the Board of Directors.

V-12: Any member of the Board of Directors engaged in vote solicitation, electioneering, and/or divisive procedures with regard to the Bureau meetings and affairs
shall be subject to suspension by a three-fourths (3/4) vote of all Board members.

V-13: A Director of the corporation shall not be personally liable for monetary damages, as such, for any action taken, or for any failure to take action, unless that Director has breached or failed to perform his/her duties and/or has acted in such manner as to constitute self-dealing, willful misconduct, or recklessness.

V-14: Individuals wishing to attend a meeting of or address the Board of Directors shall request, in writing to the President, confirmation of their ability to do so no less than thirty-one (31) days prior to such a meeting.

ARICLE VI: OFFICERS
The officers of the bureau that shall constitute its Executive Committee shall consist of the Chairman/Chairwoman, the Vice-Chairman/Chairwoman, Treasurer, and Secretary.

VI-2: The officers shall be elected at the annual re-organizational meeting of the Board of Directors in December each year. The Nominating Committee will be responsible for presenting the slate.

VI-3: No officer may serve more than three (3) consecutive terms in the same position, except by special simple majority vote of the Board.

VI-4: The Chairman/Chairwoman shall preside at all meetings of the Board of Directors and of the members, unless otherwise designated. He/She shall be an ex-officio member of all committees. With the Board of Director’s concurrence, he/she shall have the direct responsibility to hire or terminate the President.

VI-5: The Vice-Chairman/Chairwoman shall act in all cases as the Chairman’s/Chairwoman’s replacement at all meetings the Chairman/Chairwoman cannot attend, and shall become the Chairman/Chairwoman in the event of resignation, death, or removal from that office of the Chairman/Chairwoman.

VI-6: Acting in concert with the President and his/her bookkeeping staff, the Treasurer shall assist in the preparation of a financial report for each monthly Board meeting and any member meetings where this report is expected. The Treasurer also must be present for a reconciliation of the annual audit by the appointed, independent auditing firm. The Treasurer is expected to verify the accuracy and veracity of all financial reports prepared and presented by staff.

VI-7: The Secretary shall be responsible for keeping track of all proceedings at meetings of the Board of Directors and members. He/She is responsible for tallying all votes, unless he/she is a candidate, at meetings of members, as detailed in Article IV. In the event that the Secretary cannot be present to take minutes, the Chairman/Chairwoman or Secretary appoints another board member to take the minutes.

ARTICLE VII: VACANCIES
Other than the Vice-Chairman/Chairwoman filling the un-expired term of the Chairman/Chairwoman, other vacancies among the officers shall be filled by a majority vote of the Board of Directors no later than sixty (60) days after the monthly meeting in which the vacancy is announced. Such appointees shall serve until the normal expiration date of their predecessor’s terms. The Chairman/Chairwoman shall be responsible for offering a nomination to fill vacancies among officers.

VII-2: Nominations to fill vacancies in the Board of Directors shall be made by motion from the Nominations Committee Chairperson, who shall put forth a name within sixty (60) days after the monthly meeting in which the vacancy is announced. A majority approval of Board members present shall be required.

ARTICLE VIII: RECORDS
Bureau staff, assisted by the President, Treasurer, and any Committee Chairpersons necessary shall maintain appropriate records of membership, finances, and records of proceedings of the Bureau for any in-house perusal and inspection by members and other appropriate individuals who have requested access to such records, and which will be made available during normal business hours.

VIII-2: Copies of records may be made by any authorized staff member of the Bureau, as the Bureau is able and insofar as is reasonable, subject to approval by the President, to maintain the bureau’s reputation and integrity, superseding laws not withstanding.

ARTICLE IX: COMMITTEES
The standing Committees as referred to in Article V, may be supplemented from time to time by other temporary committees as instituted by the Chairman/Chairwoman. Such committees shall continue their existence only for such time as they are necessary, but in no event later than the day before the annual re-organization meeting in December. They shall continue to exist only upon re-authorization at the annual re-organizational meeting of the Board of Directors in December.

IX-2: The Nominating Committee shall be responsible for preparing a slate of candidates to be presented at the Annual Meeting and shall do so in accordance with the deadlines proscribed in Article IV. It must announce its slate in advance of the Annual Meeting.

IX-3: There is no limitation of tenure for committee chairs or members of committees beyond what is already stated in these bylaws.

IX-4: The role of all committees is advisory.

ARTICLE X: MISCELLANEOUS PROVISIONS
The fiscal year of the Bureau is from July first to June 30th of the following year.

X-2: Any member may call a meeting for consideration of amending these bylaws by written notice of intent, stating the proposed amendment(s), and delivered at least sixty days before such meeting to the Chairman/Chairwoman and the President.

X-2A: Upon receipt of such notice of intent to amend the bylaws, the Chairman/Chairwoman must call, within thirty-one (31) days a meeting of the members, governed by Article IV, to consider such amendments.

X-2B: At least two-thirds (2/3) of those 25% of membership present must approve any amendment(s) in person or by written, duly signed proxy.

X-2C: If, in the judgment of the Chairman/Chairwoman, an intent to call a meeting for consideration of an amendment may be frivolous or vexatious, a security deposit of $500.00 may be required of the member requesting said meeting. This amount, or fraction there of may be retained by the Bureau if the amendment fails to pass.

X-3: The Bureau shall maintain appropriate errors and omissions and liability insurance with a reputable carrier licensed to do business in Pennsylvania, to provide coverage for all officers, members of the Board of Directors and volunteers. The Bureau shall indemnify them, through insurance or otherwise, from and against all claims arising from their volunteer involvement and leadership of the Bureau, except as in the circumstances issued in Section V-12.

X-4: In all matters and procedures, not specifically covered by these bylaws, the Board of Directors’ and members’ meetings shall be governed by the most current edition of Roberts Rules of Order.

These Bylaws were approved on the13th day of October, 2004, by vote of the members at the Annual Meeting and supersedes all previous ones.