PLACE OF BUSINESS
SECTION 1. PRINCIPAL OFFICE
The principal office of PEOI is located at 25 Little Wunder Street, Reading, PA 19602, Berks County, State of Pennsylvania.
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of PEOI's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.
SECTION 3. OTHER OFFICES
PEOI may also have offices at such other places, either in a physical location, at a web hosting provider or at an electronic mail address, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
PEOI is organized exclusively for educational purpose, as specified in Section 501(c)(3) of the Internal Revenue Code, with electronic delivery of course content.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific purposes for which PEOI is organized are
- to maintain a web site or sites where course content is accessible by anyone, from anywhere, and at any time
- to develop curriculum in every field where learning can be effectively achieved electronically
- to assure that the course content is generally of graduate university level, or meeting the standards commonly required in given professions and/or by potential employers and/or by academic accreditation organizations
- to solicit from authors materials for course content, and to secure copyrights to same whenever possible
- to attract and retain academics and professionals who can expand and improve course content offerings and/or provide faculty supervision and lecturing
- to obtain from potential employers guidance on design, nature and materials most appropriate for their current and future professional employees
- to translate course content into foreign languages used by large proportions of potential students
- to develop assignments, learning tools, auxiliary services and testing procedures for students to master course content, to make same available to students, to set course requirements for completion of curriculum at university level, to control attainment of set goals, to verify identity of student, and to record grades for each piece of work
- to keep permanent records of course work for all students who register with PEOI, and, for all students who fulfill course requirements, to offer to any third party positive proof of student identity and grade quality
- to arrange faculty supervision for students who desire distance learning supervision, provided however that such faculty member is registered with PEOI, and that PEOI has verified faculty member credentials
- to arrange faculty lectures electronically, in teleconferencing or in person for students who need such lectures
- to provide colleges and universities with assistance in delivering professional education to their students by, for instance, encouraging their faculty and students to use PEOI course content
- to provide assistance in professional education to businesses, government agencies and non-profit organizations
- to engage in activities that improve, enhance or complement the foregoing
BOARD OF DIRECTORS
SECTION 1. NUMBER
PEOI shall have 12 directors and collectively they shall be known as the Board of Directors. At least half of the directors shall not be persons with existing or potential conflict of interest as defined in Article 4.
SECTION 2. QUALIFICATIONS
Directors shall be at least 21 years of age and of good standing in society.
SECTION 3. POWERS
Subject to the provisions of the laws of the State of Pennsylvania, the activities and affairs of PEOI shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, administrators, agents, staff members and employees of PEOI, however, no compensation shall be set nor any compensation paid out unless the compensation has been voted upon by the compensation committee in accordance to the procedure specified in Article 4, Section 5;
(c) Supervise all officers, agents and employees of PEOI to assure that their duties are performed properly;
(d) Meet at such times and places or exchange information and decisions by electronic mail as required by these Bylaws;
(e) Register their physical and electronic mail addresses with the Secretary of PEOI, and notices of meetings mailed, telegraphed, faxed or emailed to them at such addresses shall be valid notices thereof.
SECTION 5. TERM OF OFFICE
Each director shall hold office for a period of 3 years and until his or her successor is elected and qualifies, or the director is reelected.
SECTION 6. COMPENSATION
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of PEOI or by exchange of information and decisions by email, unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.
SECTION 8. REGULAR MEETINGS
Regular meetings of Directors shall be held on August 1 of each year at the principal office or at a location designated by the chairperson of the Board of Directors, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. Voting for the election of directors shall be by written or emailed ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of the State of Pennsylvania to call special meetings of the board. Such meetings shall be held at the principal office of PEOI or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 10. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
(a) Regular Meetings. One week notice shall be given of any regular meeting of the board of directors.
(b) Special Meetings. At least three week prior notice shall be given by the Secretary of PEOI to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile machine, or by email, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or email notification, the director to be contacted shall acknowledge personal receipt of the facsimile or email notice by a return message or telephone call within twenty four hours of the first facsimile or email message.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of PEOI under provisions of the Articles of Incorporation, these Bylaws, or the laws of the state of Pennsylvania, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION 11. QUORUM FOR MEETINGS
A quorum shall consist of 51% of all members of the Board of Directors and 51% of members who are not interested persons as defined in Article 4, Section 2.
Except as otherwise provided under the Articles of Incorporation, these Bylaws (see Section 14 below, in particular) , or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of PEOI or, in his or her absence, by the Vice President of PEOI or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of PEOI shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings conducted by teleconferencing or email shall be subject to same rules as those requiring a physical presence.
SECTION 14. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if PEOI would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the State of Pennsylvania.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of the State of Pennsylvania.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 15. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of PEOI.
SECTION 16.INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of PEOI shall be indemnified by PEOI to the fullest extent permissible under the laws of the State of Pennsylvania.
SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of PEOI (including a director, officer, employee or other agent of PEOI) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not PEOI would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
CONFLICT OF INTEREST POLICY
SECTION 1: PURPOSE
The purpose of the conflicts of interest policy is to protect PEOIs interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of PEOI. This policy is intended to supplement but not replace any applicable laws of the State of Pennsylvania governing conflict of interest applicable to nonprofit and charitable corporations.
SECTION 2: DEFINITIONS
1. Interested Person:
Any director, principal officer, or member of a committee with board delegate powers who has a direct or indirect financial interest, as defined in subsection 2 below, is an interested person. If a person is an interested person with respect to any entity in the professional education process in which PEOI is a part (e.g., in any provision of training to a particular educational or business organization), he or she is an interested person with respect to all entities in the professional education process.
2. Financial Interest:
A person has a financial interest if the person has, directly or indirectly, through business, investment or family
a. an ownership or investment interest in any entity with which PEOI has a transaction or arrangement, or
b. a compensation arrangement with PEOI or with any entity or individual with which PEOI has a transaction or arrangement, or
c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which PEOI is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
SECTION 3: PROCEDURES
1. Duty to Disclose:
In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
b. After exercising due diligence, the board or committee shall determine whether PEOI can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
c. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in PEOIs best interest and for its own benefit and whether the transaction is fair and reasonable to PEOI and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
4. Violations of the Conflicts of Interest Policy
a. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
SECTION 4: RECORDS OF PROCEEDINGS
The minutes of the board and all committee with board delegated powers shall contain
a. the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the boards or committees decision as to whether a conflict of interest in fact existed.
b. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
SECTION 5: COMPENSATION COMMITTEES
a. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from PEOI for services is precluded from voting on matters pertaining to that members compensation.
b. Faculty members, editors and authors who receive compensation, directly or indirectly, from PEOI, whether as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters.
SECTION 6: ANNUAL STATEMENTS
Each director, principal officer and member of a committee with board delegated powers shall annually sign a statement which affirms that such person
a. has received a copy of the conflict of interest policy,
b. has read and understands the policy,
c. has agreed to comply with the policy, and
d. understand that PEOI is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
SECTION 7: PERIODIC REVIEWS
To ensure that PEOI operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable and are the result of arms length bargaining.
b. Whether acquisitions of course material and other provision of services result in inurement or impermissible private benefit.
c. Whether partnership and joint venture arrangements with management service organizations and educational organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further PEOIs charitable purposes and do not result in inurement or impermissible private benefit.
SECTION 8: USE OF OUTSIDE EXPERTS
In conducting the periodic reviews provided in Section 8, PEOI may, but need not, use outside advisors. If outside experts are used their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.
OFFICERS OR ADMINISTRATORS
SECTION 1. DESIGNATION OF OFFICERS
The officers or administrators of PEOI shall be a President, a Secretary, and a Treasurer. PEOI may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.
SECTION 2. QUALIFICATIONS
Any person 21 years of age and good standing in society may serve as officer of PEOI.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of PEOI. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of PEOI.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of PEOI and shall, subject to the control of the Board of Directors, supervise and control the affairs of PEOI and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall chair at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of PEOI, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
- Certify and keep at the principal office of PEOI the original, or a copy, of these Bylaws as amended or otherwise altered to date.
- Keep at the principal office of PEOI or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof, whether meetings are requiring physical presence or are conducted by teleconferencing or electronic messages.
- See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
- Be custodian of the records and of the seal of PEOI and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of PEOI.
- Exhibit at all reasonable times to any director of PEOI, or to his or her agent or attorney, on request therefor, the Bylaws, and the minutes of the proceedings of the directors of PEOI.
- In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
The Treasurer shall:
- Have charge and custody of, and be responsible for, all funds and securities of PEOI, and deposit all such funds in the name of PEOI in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
- Receive, and give receipt for, monies due and payable to PEOI from any source whatsoever.
- Disburse, or cause to be disbursed, the funds of PEOI as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
- Keep and maintain adequate and correct accounts of PEOI's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
- Exhibit at all reasonable times the books of account and financial records to any director of PEOI, or to his or her agent or attorney, on request therefor.
- Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of PEOI.
- Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
- In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of PEOI, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of PEOI shall be reasonable and given in return for services actually rendered to or for PEOI.
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of no less than three board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of PEOI, to the extent permitted, and except as may otherwise be provided, by provisions of law and Article 4 pertaining to conflict of interest.
By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
SECTION 2. OTHER COMMITTEES
PEOI shall have such other committees as may from time to time be designated by resolution of the Board of Directors. One such committees is the compensation committee described in Article 4, Section 5. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws (see special provisions for compensation committee in Article 4, Section 5, in particular).
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of PEOI to enter into any contract or execute and deliver any instrument in the name of and on behalf of PEOI, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind PEOI by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of PEOI shall be signed by the Treasurer and countersigned by the President of PEOI or executed electronically by same.
SECTION 3. DEPOSITS
All funds of PEOI shall be deposited from time to time to the credit of PEOI in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of PEOI any contribution, gift, bequest, or devise for the nonprofit purposes of PEOI. The donors may specify limitations and special qualifications of beneficiaries, as long as they are in accordance with the purpose of PEOI and the laws of the State of Pennsylvania.
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
PEOI shall keep at its principal office:
(a) Minutes of all meetings of directors and committees, if any, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A copy of PEOI's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the donor members of PEOI at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of PEOI. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of PEOI and shall have such other rights to inspect the books, records and properties of PEOI as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4. DONORS' INSPECTION RIGHTS
Each and every donor shall have the following inspection rights, for a purpose reasonably related to such person's interest as a donor:
(a) To inspect and copy the record of all donors' names, addresses and purpose of their donations, at reasonable times, upon written demand on the Secretary of PEOI, which demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary of PEOI, upon written demand a list of the names, addresses and purpose of donations. The demand shall state the purpose for which the list is requested. The donors list shall be made within a reasonable time after the demand is received by the Secretary of PEOI or after the date specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the board of directors or committees of the board, upon written demand to the Secretary of PEOI by the donor, for a purpose reasonably related to such person's interests as a donor.
Donors shall have such other rights to inspect the books, records and properties of PEOI as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
SECTION 6. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of the State of Pennsylvania, or any other state in which PEOI is registered, and to the Internal Revenue Service in compliance with requirements for tax exemption, in particular, and to be so prepared and delivered within the time limits set by law.
IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of PEOI shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and PEOI shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, PEOI shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of PEOI shall inure to the benefit of, or be distributable to, its directors or trustees, officers, or other private persons, except that PEOI shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of PEOI.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of PEOI, its assets remaining after payment, or provision for payment, of all debts and liabilities of PEOI shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Pennsylvania.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which PEOI is a private foundation as described in Section 509(a) of the Internal Revenue Code, PEOI 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject PEOI to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of PEOI, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation filed with the Department of State office of the State of Pennsylvania, and used to establish the legal existence of PEOI.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of PEOI, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 6 preceding pages, as the Bylaws of PEOI.
Signature: ________________________ Date: _____________________
Signature: ________________________ Date: _____________________
Signature: ________________________ Date: _____________________