By-Laws

The Global Philadelphia Association, Inc.

By-Laws

(May 6, 2016)

I. Preliminary Statement

A. The Global Philadelphia Association, Inc. (“Association” or “Corporation”) is a not-for-profit corporation whose members are organizations which are involved one way or another in the development of international understanding and relationships, and various individuals who support them. The members have subscribed to a set of Organizing Principles (see Appendix A, attached) and affirm them as fundamental tenets of their relationship with one another. The Association also agrees to adhere to the Organizing Principles.

B. The Association is formed exclusively for such public, charitable, educational and scientific purposes as are described in Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended or modified or replaced by any future United States internal revenue law (the “Code”). In particular, the purposes of the Association shall be to support and promote interaction among internationally involved organizations and people, raise the international awareness within the Greater Philadelphia Region, and enhance the international profile of the region.

C. The activities of the Association shall consist of the following:

1. Conducting public, charitable, and educational activities that will raise the level of international awareness within the Greater Philadelphia Region and enhance the international profile of the region. In carrying out these activities, the Association shall not duplicate the programming/services being offered by its members nor compete with them for funding.

2. Establishing a website that will constitute an “information commons” and developing social media for the foregoing purposes.

3. Meeting together on a regular basis to exchange information and explore additional initiatives consistent with its foregoing purposes.

4. Undertaking other projects that may be viewed as serving the foregoing purposes, provided that any given project must be duly adopted by the members as provided in this Agreement.

II. Membership

A. The members of the Association shall be as follows:

1. Founding members. The founding members are:

Organizations

Foreign Policy Research Institute
Global Interdependence Center
International House Philadelphia
Citizen Diplomacy International
Philadelphia

U.N. Association of
Greater Philadelphia
Welcoming Center for New
New Pennsylvanians
Women’s Campaign International
World Affairs Council of
Philadelphia

Individuals

Richard Atkins
Mary Day Kent
John F. Smith, III
Ella Torrey

2. Such additional organizations and individuals as shall:

a. Have subscribed to the Organizing Principles.

b. Have agreed to enter into this Agreement.

c. Paid the annual dues adopted from time to time by the Association.

B. Both founding members and other members shall, as a condition of continued membership and the ability to enjoy the rights and privileges of membership as set forth herein, continue to observe the Organizing Principles and the terms of this Agreement, and to pay the annual dues as established from time to time.

C. A member who furnishes or proposes to furnish substantial goods or services to the Corporation for pecuniary or other consideration, either directly or indirectly, shall disclose his or her interest and shall not vote on any matter related to such services. Upon such disclosure, the remaining members or the board of directors may act to approve the transaction on such terms as may be appropriate and in the interest of the Corporation. All members shall disclose any conflicts of interest on an annual basis, whether or not such conflicts have been previously disclosed and/or approved.

III. Governance

A. The members shall have the power to elect members to the board of directors, to elect officers of the Association, to amend these By-Laws, and to take such other actions as may be provided for herein.

B. There shall be a board of directors consisting of up to thirty-three persons, except that the board may be expanded beyond thirty-three persons to the extent (i) that one or more additional persons is named to the board as provided in subparagraph 3. below or (ii) that the membership by two-thirds vote agrees to increase the size of the board through an amendment to these By-Laws. The board of directors shall be responsible for overseeing the affairs of the Association and for taking any and all actions necessary to promote its activities and welfare, except for those actions that are reserved by these By-Laws to the membership as a whole. Decisions of the board of directors shall be taken by vote of three-fifths of the members of the board of directors present at a meeting that has been duly called and notice provided. Subject to the foregoing, the directors shall have the power to borrow money, to enter into contracts, to purchase, sell, mortgage, lease, or otherwise deal with any real estate, or any other assets of the Corporation, to create any liabilities of the Corporation or modify them, and otherwise to conduct any and all business that can lawfully be carried on by the Corporation.

1. Subject to the provisions of this Article III, at the annual meeting the members shall elect by majority vote of those present and voting members to serve on the board of directors, provided that for a period of eight years beginning on January 1, 2012, each organization that is a founding member and remains in good standing shall be entitled to appoint one representative to serve on the board on its behalf in lieu of his or her being elected by the members. Such directors shall serve at the pleasure of the appointing entity. In the case of a vacancy on the board of directors during the course of a year, the members of the board of directors then serving may elect a replacement to serve until the next annual meeting of the members.

2. Elected members of the board of directors shall serve renewable terms of three years.

3. The City of Philadelphia, the Commonwealth of Pennsylvania, the Greater Philadelphia Chamber of Commerce, the Philadelphia Convention and Visitors Bureau, Visit Philadelphia, the Consular Corps Association of Philadelphia, the Philadelphia Bar Association, and the Philadelphia International Airport shall each, so long as it is a member in good standing, be entitled to appoint one representative to the board of directors in lieu of his or her being elected by the members. Such directors shall serve at the pleasure of the appointing entity.

C. The board of directors shall elect from among the persons serving on it up to ten persons to act as an executive committee of the board of directors. For a period of eight years beginning on January 1, 2012, at least three of the members of the executive committee shall be representatives of organizations that are founding members in good standing. The executive committee shall be empowered to act on behalf of the board of directors between meetings of the board of directors, provided that its decisions shall be taken by a vote of three-fifths of the members of the executive committee present at a meeting of the executive committee that has been duly called and notice provided.

E. Both the board of directors and the executive committee may waive the foregoing notice requirements and may otherwise act by unanimous consent.

F. Committees may be established by the board of directors from time to time, subject to the approval or ratification of the members. There shall, however, be a standing audit and finance committee and a standing nominating committee.

G. Notwithstanding any of the foregoing provisions, any decision taken by the board of directors or the executive committee that would have the effect of imposing a new financial obligation, i.e., one not already provided for in these by-laws or previously agreed to, on any member shall only be effective if ratified by the membership or agreed to by the member.

IV. Officers

A. The members shall elect officers at the annual meeting of the members from among those that have been chosen to serve on the board of directors. Officers shall serve renewable terms of one year, provided that they or the organizations that they represent have remained members. In the case of a vacancy in an officer position, the board of directors shall elect a replacement at its next regular meeting to serve for the unexpired balance of the term.

B. The officers of the Association shall be as follows:

1. Chair – The Chair shall preside over meetings of the members of the Association and of the board of directors and, subject to their direction, shall act on behalf of the Association.

2. Vice Chair – The Vice Chair shall perform the duties of the Chair in his or her absence. There may be more than one Vice Chair.

3. Treasurer – The Treasurer shall be responsible for the finances of the Association.

4. Secretary – The Secretary shall be responsible for maintaining the minutes of the Association.

C. The staff of the Association shall be as follows:

1. Executive Director – The Executive Director shall report to the Chair of the board of directors. Except when the board of directors determines to go in executive session, the Executive Director shall participate in all meetings of the board of directors. The Executive Director shall be responsible for carrying out the functions of the Association under the direction of the Chair. The Executive Director may, but need not, be a member of the Association.

2. Such other persons as are needed to carry out the functions of the Association.

V. Meetings

A. A regular meeting of the members shall be held annually. Because communication and cooperation are important values, the board of directors may schedule other meetings more frequently. Meetings of the membership shall be held on dates determined by the board of directors upon due notice to the members in writing or by email at least fourteen days in advance of the meeting date. A special meeting of the members shall be held if one-quarter of the members should request in writing that such a meeting be held.

B. The board of directors shall meet at least three times per year in addition to the annual meeting of the members and the executive committee shall meet as often as they deem the business of the Association to require. A minimum of seven days written or email notice shall be given for meetings of the board of directors, and at least two days written or email notice shall be given for meetings of the executive committee, provided that in either case the notice requirement may be waived and action may be taken by unanimous consent.

C. Meetings can be conducted in person, through a conference call or internet meeting service, or a combination thereof.

VI. Assets of the Association; Fiscal Year

A. The Association’s assets shall be held in its own name.

B. The fiscal year of the Association shall end the last day of June each year.

VII. Liability of Members and Directors

A. Members or directors shall not be personally liable as such for monetary damages, for any action, or failure to take any action, unless the members or directors have breached or failed to perform the duties of her or his office under Section 8368 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.

VIII. Withdrawal from Association

A member may withdraw from the Association at any time by written notice and from that point forward shall have no further obligation (beyond any commitment theretofore made) or right with respect to it.

IX. Amendment of By-Laws

The By-Laws of the Association may be altered, amended, or repealed by a two-thirds vote at any meeting of the members. Notice of the proposed alteration, amendment, or repeal shall be given in writing to the members at least two weeks before the meeting at which action thereon is to be taken.

X. Assets Upon Dissolution

Upon the dissolution of the Association, its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future federal tax code) or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

XI Construction

These By-Laws shall be construed in a manner that will best serve to carry out the purposes of the Association.

Appendix A

Organizing Principles

Each of us is engaged in the work of a not-for-profit, for-profit, or governmental organization in the Greater Philadelphia Region that is involved in the development of international understanding and relationships or is in sympathy with such an organization. While our respective missions are unique and varied, we share a common goal: enhancing both the level of international consciousness within our region and the level of consciousness regarding our region within the larger world community. Each organization addresses and will continue to address these issues in its own way. As a group, however, we hope to be able to find collaborative ways of addressing them.

Toward this end, we wish to state the following principles, recognizing that they do not constitute an agreement that would bind any person or any institution, legally or otherwise, but rather a voluntarily expressed aspiration:

1. That we will continue to meet on a periodic basis.

2. That the independence of each institutional and individual member will be respected.

3. That each institution or person will be encouraged to share information about its or their activities to the degree that it or they are comfortable doing so.

4. That we will look for ways to showcase the international resources that we represent and enhance the international profile of the Greater Philadelphia Region in the process.

5. That we will, bilaterally and as a group, cooperate and provide mutual support toward that end.