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PACC Bylaws ARTICLE I The name of the organization shall be the Philadelphia Area Collegiate Cooperative (PACC). ARTICLE II - MISSION STATEMENT PACC's mission statement is to ensure that all goods and services are procured at the lowest possible cost to the membership. Cost is defined as the optimum combination of price, quality, availability and service. PACC operates in accordance with all accepted purchasing practices including NAEP Code of Ethics while promoting and developing the highest level of professionalism. ARTICLE III - OFFICES The registered office of PACC organization shall be at Saint Joseph's University; 5600 City Avenue, Philadelphia, PA 19131. The organization may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the organization may require. ARTICLE IV - SEAL The organization seal shall have inscribed thereon the name of the organization, the date of its organization, and the words "Incorporated, Pennsylvania." ARTICLE V - MEMBERS Except as hereinafter provided, the members of the organization shall consist of a representative of Drexel University, LaSalle University, Community College of Philadelphia, Montgomery County Community College, Pennsylvania College of Optometry, Philadelphia University, St. Joseph's University, University of Pennsylvania, Temple University, Philadelphia College of Osteopathic Medicine, Widener University and the University of the Sciences. Other Colleges and Universities which desire to become a member of PACC shall indicate their desire to the Chair of PACC who shall report the matter to the next meeting of the Board of Directors. Membership may be granted only by the unanimous vote of the Board of Directors. Every member of PACC shall be entitled to one vote. Membership shall continue as long as the member representative holds such office. The Board of Trustees or governing body of the college or university shall recommend an interim member to serve while the position of representative of an institution is temporarily vacant or during the incapacity of a member representative. The designation of such temporary member is subject to the approval of, and he shall be elected to membership by majority vote of, the other members of this organization. No member may transfer their membership or any right arising there from. A member may withdraw from PACC at any time. However, all financial and other commitments of that institution then existing with respect to annual assessments for dues and operating expenses shall extend for three years beyond the notice of withdrawal, except as agreed by two-thirds of the remaining members of the Board. Specific projects of the organization must be honored for the term of individual agreements reached which govern these specific projects before any distribution is made as provided in Section 8 of this Article. The Board shall annually adopt a budget of operating expenses as presented by the Officers, which shall be prorated among the member's institutions as provided in Article IX, Section 2, unless otherwise agreed. The cost of specific projects shall be borne by the institution in such proportions as they may agree upon for each project. On termination of each project, if there are any assets remaining, the same shall be distributed among the institutions in the same proportion as they contributed to that project. In the case of an institutional decision to have its representative withdraw as a member of PACC, assets of the organization will be distributed to said institution in the manner provided for in the specific agreements for specific projects. ARTICLE VI - DIRECTORS The business of PACC shall be managed by the Officers under the guidance of the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the organization and do all such lawful acts and things as are by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the members acting individually or collectively at a membership meeting. There shall be an annual meeting of the Board of Directors as determined by the President of PACC. Special meetings of the Board of Directors may be held at such times and at such places or place within this Commonwealth or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting. Written notice of every meeting of the Board of Directors shall be given to each director at least five (5) days prior to the day for the meeting. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and, except when otherwise required; the acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If all the directors shall severally or collectively consent in writing to any action to be taken by the organization, such action shall be as valid organization action as though it had been authorized at a meeting of the Board of Directors of PACC that shall bind or commit the resources of any institution without the consent of said institution. The Board of Directors may, by resolution adopted by a majority of the whole Board, delegate two or more of its number to constitute an Executive Committee which, to the extent provided in such resolution shall have and exercise the authority of the Board of Directors in the management of the business of the organization. Meeting shall be conducted according to Robert's Rules of Order. ARTICLE VII - OFFICERS The executive officers of the organization shall be elected by the Board of Directors at the annual meeting and shall be a President, (Vice President), Secretary, treasurer and such other officers and assistant officers as the needs of the corporation may require. The President and Secretary shall be natural persons of full age; the Treasurer, however, may be a corporation, but if a natural person, shall be of full age. Officers shall hold their offices for such terms and shall have such authority and shall perform such duties as shall from time to time be prescribed by the Board. Any two or more offices may be held by the same person except the offices of President and Secretary. With the exception of the President, it shall not be necessary for the officers to be directors. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise. The Board may remove any officer elected or appointed by the Board of Directors whenever, in its judgment, the best interests of the organization will be served thereby. The President shall be the chief executive officer of the organization; he shall preside at all meetings of the members and directors; he shall have general management of the affairs of the organization; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the organization. He shall execute bonds, mortgages, and other documents requiring a seal, under the seal of the organization. He shall be ex officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of the President. The Vice Chair, if any, shall act in all cases for and as the Chair in the latter's absence or incapacity, and shall have the general powers and duties as he may be required to do from time to time. Except as may be provided by the board, the Secretary shall attend the sessions of the Board and the meetings of the members and act as clerk hereof, and record all the votes of the organization and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give or cause to be given notice of all meetings of the members of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the corporate seal of the organization and, when authorized by the Board, affix the same to any instrument requiring it. The Treasurer shall have custody of the organization funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the organization, and shall keep the monies of the organization in a separate account to the credit of the organization. He shall disburse the funds of the organization as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all the transactions as treasurer and of the financial condition of the organization. The Board shall appoint an Executive Director who shall report directly to the President of the organization and shall be responsible for the active management of the organization under the supervision of the President and the direction of the Board of Directors. He shall sit with the Board or the members at the pleasure of the Board or of the members. ARTICLE VIII - INDEMNIFICATION PACC member institutions shall to the fullest extent permitted by law indemnify any and all expenses, liabilities or other matters incurred by their employees while serving as director or agent of PACC. ARTICLE IX - VACANCIES If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred. ARTICLE X - COMMITTEES The Board of Directors shall establish the various committees that are required to implement the functions of the organization. ARTICLE XI - BOOKS AND RECORDS The organization shall keep at its registered office, records of the proceedings of the members and of the directors, a membership register giving the names of the members in alphabetical order, and appropriate and complete records of its finances. Every member shall have the right to examine in person, or by agent or attorney, at any reasonable time or times, for any reasonable purpose, the books of account, the membership register, and the records of the proceedings of the members and directors. The fiscal year of the corporation shall end on June 30. ARTICLE XII - DUES AND ASSESSMENTS The Board of Directors may levy dues and assessments, or both, upon the member's institutions in such amounts or proportions as the Board shall from time to time determine. Any member whose institution is delinquent in payment of dues or assessments for more than 90 days may, upon reasonable notice, be regarded as having served notice of withdrawal from membership, subject to the terms of Article V, Section 5. In general, the first 50% of the annual operating budget shall be paid equally by the member's institution, and the second 50% shall be prorated among the member's institutions on the basis of the previous year's full-time equivalent enrollment. ARTICLE XIII - ANNUAL STATEMENT The President and the Board of Directors shall present at each annual meeting, a full and complete statement of the activities and affairs of the corporation for the preceding year. The Board of Directors shall keep accurate accounts of all trust funds separate and apart from the other funds of the organization and shall, unless the terms of the particular trust instrument provide otherwise, make an annual report, signed by the Treasurer, to the members of the organization concerning the trust funds held and the use made of such funds and of the income thereof. The Board of Directors shall employ a certified public accountant if required, to audit the books of the organization each year. ARTICLE XIV - NOTICES Whenever written notice is required to be given to any person it may be given to such person either by sending a copy thereof through the mail, charges prepaid, to his address appearing on the books of the organization or supplied to the organization by him for the purpose of notice. If the notice has been sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with approved carrier for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in case of a special meeting, the general nature of the business to be transacted. Whenever any written notice is required by statute or by the Articles or By-Laws of this organization, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting, neither the business to be transacted nor the purpose of the meeting needs to be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where he attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. ARTICLE XV - AMENDMENTS The Bylaws may be altered, amended, or repealed by affirmative vote of two thirds (2/3) of the Members of the organization.