ByLaws

EAST FALLS COMMUNITY COUNCIL
A Pennsylvania Nonprofit Corporation

BY LAWS

ARTICLE I - NAME
1.1 The name of this corporation is East Falls Community Council.

ARTICLE II - PURPOSES
2.1 The purpose of the East Falls Community Council (hereinafter “EFCC”) is to
engage in charitable, educational and scientific activities within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding
provisions of any future United States Internal Revenue law (hereinafter “Internal
Revenue Code”) so as to promote the health, safety, welfare, improvement of living
conditions, and the quality of life of residents of the East Falls Community of
Philadelphia, Pennsylvania, through the cooperative action of East Falls residents and
other interested persons.
2.2 “East Falls” means that section of the City of Philadelphia bounded by the
Wissahickon Creek, Wissahickon Avenue, Hunting Park Avenue, and the Schuylkill
River.

ARTICLE III - OFFICES
3.1 The Registered Office of the EFCC shall be at , or such other
location in Pennsylvania as the Members may from time to time determine.
3.2 The EFCC may also have offices at such other places as the Members may
select.

ARTICLE IV - MEMBERS
4.1 Membership in the EFCC shall be open to all persons who are at least
eighteen (18) years of age and residents of East Falls.
4.2 Associate Membership in the EFCC is open to non-residents of East Falls who
are interested in furthering the purposes of the EFCC. Associate members shall be
entitled to attend and participate in meetings of the EFCC but shall not be entitled to vote.
2
4.3 Members in Good Standing are those residents of East Falls who have paid
their dues for the current fiscal year.
ARTICLE V - DUES
5.1 Dues shall be payable on an annual basis in such amount per person as shall
be determined from time to time by the members entitled to vote at a properly convened
meeting.
5.5 The right to vote at any meeting (regular or special) of the EFCC shall be
restricted to members in good standing, and, with respect to the election of officers, those
members in good standing who have paid their dues at least ten days prior to the meeting
at which the lection is held.

ARTICLE VI - MEMBERSHIP MEETINGS and NOTICE
6.1 The EFCC shall hold regular membership meetings on a regular monthly
basis, year-round, at a time and place in East Falls to be determined by the President. If a
meeting is deemed unnecessary, it may be cancelled by the President, with notice posted
electronically.”
6.2 Special meetings may be held if deemed necessary by either the President or
by fifteen (15) members in good standing upon written notice to the President requesting
such a meeting.
6.3 Neither a motion nor a vote for the recall of an officer or a member of a
standing committee may take place at special meeting.
6.4 Notice of any regular membership meeting shall be issued in “The Fallser”,
which is distributed free-of- charge to all residents of East Falls and available for easy
pick-up, at most local establishments, AND shall also be transmitted electronically no
less than seven (7) days prior to the meeting to those registered within the current EFCC
electronic data-base AND shall be posted on the website no less than seven (7) days prior
to the meeting.
Notice of a “special” membership meeting, as set within Article 6.2, shall be transmitted
electronically to those registered within the current EFCC Electronic data-base no less
than seven (7) days AND will be delivered via USPS only to members that specifically
requests such notice at time of membership renewal.
6.5 If notice is sent by mail or electronic transmission, it shall be deemed to have
been given when deposited in the mail or transmitted electronically.
6.6 Said notice shall specify the date, time and place of the meeting and shall set
forth the agenda therefore. In the case of a special meeting, the notice shall state the
purpose for which the meeting has been called and no other business shall be transacted
at such a meeting.
6.7 Any required notice may be waived by the written consent of the person
entitled to such notice, either before or after the time for the giving of such notice and the
attendance of such person at the meeting shall constitute a waiver of notice of such
meeting, except when a person attends a meeting for the express purpose of objecting to
the transaction of business at the meeting because it was not called or convened in
accordance with the provisions of this article.

ARTICLE VII - OFFICERS and DUTIES of OFFICERS
7.1 The officers of the EFCC shall be:
President
First Vice President
Second Vice President
Recording Secretary
Corresponding Secretary
Treasurer
all of whom shall be residents of East Falls and members in good standing of the EFCC
as defined in Article IV, and such other officers as the President may determine will serve
the purposes of the EFCC. The officers shall serve for a term of one year and shall serve
until their successors are elected and have qualified. Officers may be elected to
consecutive terms.
7.2 The officers of the EFCC shall constitute the Executive Committee of the
EFCC. The President may appoint the immediate past President to serve as an additional
member of the Executive Committee.
7.3 The Executive Committee shall manage the business and affairs of the EFCC.
It may act for the EFCC between membership meetings and shall report such actions at
the subsequent membership meeting.
7.4 The President shall preside at all membership meetings, designate the
chairpersons of all committees necessary to carry out the EFCC’s purposes, business and
affairs, and shall coordinate the work of the officers and committees. If the President is
unable to preside at a meeting, the First Vice President shall preside in the President’s
place. If the First Vice president is also unable to preside, the Second Vice President
shall preside at the meeting. In the absence of the President, the First Vice President shall
assume the duties of the President.
7.5 The President may appoint representatives of the EFCC to serve on the boards
of directors of other East Falls organizations and other organizations for the benefit of the
EFCC, and to work with other organizations to further the purposes of the EFCC.
7.6 The President shall be an ex-officio member of all committees other than the
Nominating Committee.
7.7 The First and Second Vice-Presidents shall be ex-officio members of the
Zoning and Land Use Committee. The First Vice President shall be the chair of said
committee.
7.8 The Recording Secretary shall keep the minutes of the membership meetings
and meetings of the Executive Committee and shall preserve said minutes as official
records of the EFCC. The Recording Secretary shall record all votes in said minutes
7.9 The Corresponding Secretary shall maintain a list of the members of the
EFCC in good standing. The Corresponding Secretary shall also maintain a list of the
associate members of the EFCC in good standing. Said lists shall include the name and
address of each such member as well as whether that member has agreed to receive
notices by means other than mail. The Corresponding Secretary shall be responsible for
preparing and delivering notices of all membership meetings and special announcements
to the membership in the manner set forth in Article VI above and, shall be responsible
for all correspondence relating to the EFCC’S business and affairs.
7.10 The Treasurer shall be responsible for the EFCC’s financial affairs, including
the collection of membership dues and all monies due the EFCC, and for the
disbursement of all monies owed by the EFCC. The treasurer shall maintain the EFCC’s
financial records and shall report on the EFCC’s financial condition at each regular
membership meeting.

ARTICLE VIII – COMMITTEES
8.1 There shall be a Zoning and Land Use Committee which shall be a standing
committee. The First Vice President shall chair the Zoning and Land Use Committee.
The Zoning and Land Use Committee shall be comprised of at least four members, in
addition to the chair, who shall be members in good standing of the EFCC. Said
members shall be selected by the chair.
8.2 The Zoning and Land Use Committee shall monitor and research proposed
and actual changes in zoning and/or property use; consider said changes; seek the opinion
of neighbors who may be affected by said changes; and, taking into consideration those
opinions, and the applicable laws and ordinances of the Commonwealth and the City of
Philadelphia and applicable policies adopted by the EFCC, take positions as to variances
and/or special exceptions sought by property owners and/or occupants. The Committee
may act for the EFCC between membership meetings and shall report its activities to the
membership at each regular membership meeting.
8.3 The Nominating Committee shall be appointed annually no later than the
regular January membership meeting. It shall meet one or more times prior to the March
meeting to prepare a slate of nominees for the offices of the EFCC and shall present that
slate to the membership at the regular March membership meeting.
8.4.The President may, from time to time, appoint such ad hoc committees as may
be useful to the EFCC for the furtherance of its purposes, business and affairs.

ARTICLE IX - NOMINATION and ELECTION OF OFFICERS
9.1 At the regular January membership meeting the President shall appoint a
nominating committee to consider and determine a slate of candidates for the offices of
the EFCC. A candidate must be a member in good standing of the EFCC for at least one
month prior to nomination.
9.2 The Nominating Committee shall present a slate of candidates to the
membership at the regular March membership meeting. Further nominations may be
made from the floor by a member in good standing. Any such nomination must be
seconded by a member in good standing. Any such candidate must have been a member
in good standing of the EFCC for at least one month prior to nomination. The
nominations shall be closed after the March membership meeting.
9.3 All nominations shall be recorded in the minutes and published in the notice
for the May membership meeting.
9.4 The officers shall be elected at the May membership meeting by the majority
vote of the members in good standing who attend the May membership meeting,
provided that a quorum has been achieved at the time of the vote. Vote by proxy shall
not be allowed.
9.5 Officers shall serve for a term of one year commencing on the first day after
their election. In the event of a vacancy, the President shall appoint a replacement who
shall serve for the remainder of the term. In the office of President becomes vacant, the
First Vice President shall replace the President for the remainder of the term. If the First
Vice President is unable to so serve, the Second Vice President shall become President.

ARTICLE X - RECALL OF OFFICERS
10.1 If ten per cent (10%) or more of the members in good standing sign a
petition which demands the recall of one or more officers, which officers shall be
identified by name, and which petition states the reason or reasons for said recall
proposal, and if said petition is submitted to the President and Recording Secretary at
least thirty (30) days prior to the next regular membership meeting, then the notice of the
next regular membership meeting shall contain a notice that the recall petition will be the
first item of new business at said meeting. Notice of said meeting shall be delivered to
the postal authorities at least ten days prior to the meeting date to be delivered by first
class mail. Notice may be given at the same time by electronic means, facsimile or the
like, to those members who previously have agreed to receive notices in such manner.
10.2 At said regularly scheduled membership meeting, if a motion for recall for
the same reasons as set forth in the petition is made and seconded, after due discussion,
the motion shall be submitted to vote by written ballot.
10.3 A vote of at least two thirds of the members in good standing present at the
meeting shall be required for passage of the motion. If the motion passes, it shall take
effect immediately and the vacated position shall be filled in accordance with Article IX.
If all officers have been recalled, the most recent available past President shall assume
the position of President.
10.4 A recall motion may be considered only at a regularly scheduled
membership meeting in accordance with the above procedures.

ARTICLE XI - GOVERNANCE
11.1 The Fiscal year of the EFCC shall be from July 1 to June 30.
11.2 The presence of fifteen(15) members in good standing at the
commencement of a duly convened membership meeting shall constitute a quorum for
the transaction of business, unless a greater number is required by these by laws. Once a
quorum has been established, the departure of any person shall not affect the quorum.
11.3 The annual meeting of the EFCC shall be the regularly scheduled May
meeting.
11.4 When a meeting is adjourned, it shall not be necessary to give any notice of
the adjourned meeting or the business to be transacted at the adjourned meeting other
than an announcement to those present at the time of the adjournment.

ARTICLE XII - LIABILITY and INDEMNIFICATION
12.1 An officer shall not be personally liable for monetary damages as an officer
for any action taken, or any failure to take action, unless:
a. the officer has breached or failed to perform the duties of the office in
accordance with the standard established by the Pennsylvania Non-profit Corporation
Law of 1988 and any amendments and successors thereto; and,
b. the breach or failure to act constitutes self-dealing, willful misconduct
or recklessness.
12.2 The foregoing provision shall not apply to
a. the responsibility or liability of an officer pursuant to any criminal
statute, or
b. the breach or failure to act with regard to the [payment of any taxes
pursuant to any local, state or federal law.
12.3 The EFCC shall indemnify any officer, representative, employee, or
member who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil or criminal, by reason of
the fact that said person was or is an officer, representative, employee or member of the
EFCC, against expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action or proceeding
if such person 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 EFCC, and with respect to any criminal
proceeding, had no reason to believe that such conduct was illegal, provided however,
that no person shall be entitled to indemnification pursuant to this article in any instance
in which the action or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness; and,
provided further, in instances of a claim by or in the right of the EFCC, indemnification
shall not be made under this article in respect of any such claim as to which the person
has been adjudged to be liable to the EFCC unless and only to the extent that the court in
which the action was brought, or the court of common pleas of Philadelphia county,
determines up[on application, that, despite the adjudication of liability but in view of all
the circumstances of the case, the person is fairly and reasonably entitled to indemnity for
such expenses as the said court shall deem proper.
12.4 Unless ordered by a court, any indemnification under this article, or
otherwise permitted by law, shall be made by the EFCC only as authorized in the specific
case upon a determination that the indemnification is proper in the circumstances because
the person seeking indemnification has met the applicable standard of conduct. Such
determination shall in the first instance be made by the officers of the EFCC who were
not parties to the action who shall then make a recommendation in the matter to the
members at the next regularly scheduled membership meeting or at a special meeting
duly noticed for that purpose. If more than a majority of the officers were parties to the
action, the matter shall be submitted to independent legal counsel whose written opinion
shall then be submitted to the membership for consideration as set forth above.
12.5 The EFCC may advance defense expenses (including legal fees) to a person
who may be entitled to indemnification pursuant to the article or as otherwise permitted
by law, prior to the final disposition of the proceeding, if the person undertakes in
writing to repay the amount advanced if it shall be ultimately determined that said person
is not entitled to indemnification.
12.6 The right to indemnification and advancement of defense expenses pursuant
to this article shall continue as to any person who has ceased to be an officer, employee
representative or member of the EFCC and shall inure to the benefit of the heirs,
executors and administrators of such person.
12.7 This article shall not be exclusive of any other right which the EFCC may
have to indemnify any person as a matter of law.

ARTICLE XIII - AMENDMENTS
13.1 The Articles of Incorporation of the EFCC may be amended by a majority
vote of the members in good standing present at a duly convened regular meeting after
due notice, including the text of the proposed amendment has been given together with
the notice of said meeting.
13.2 The by laws of the EFCC may be amended by a majority vote of the
members in good standing present at a duly convened regular meeting after due notice,
including the text of the proposed amendment , or a summary of the changes, has been
given together with the notice of said meeting.
Adopted: November 17, 2008 at General Membership Meeting, Falls of Schuylkill
Library; via unanimous vote