PENNSYLVANIA INTERFAITH POWER & LIGHT

Bylaws

Adopted August 15, 2012

ARTICLE I – NAME, PURPOSE 

Section 1:                     The name of the organization shall be Pennsylvania Interfaith Power & Light.

Section 2:                     Pennsylvania Interfaith Power & Light is a community of congregations, faith-based organizations, and individuals of faith responding to climate change as a moral issue, through advocacy, energy conservation, energy efficiency, and the use of clean, renewable energy. 

Section 3:                     No substantial part of the activities of Pennsylvania Interfaith Power & Light shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and Pennsylvania Interfaith Power & Light shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  

Section 4:                     Pennsylvania Interfaith Power & Light is organized exclusively for charitable, religious, educational, and scientific purposes under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 

Section 5:                     This organization shall not discriminate on the basis of age, race, religion, color, creed, gender, sexual orientation, handicap or national origin with respect to membership, participation, employment or provision of services. 

ARTICLE II – MEMBERSHIP

Section 1:                     Members shall be either natural persons or religious organizations that support the purposes of the Organization. They elect the officers of the Organization at the annual membership meeting.

 Section 2:                     A natural person may become a member of the Organization by signing the covenant for individuals and by making a financial contribution to the Organization as designated by the Board. A natural person has one vote. 

Section 3:                     A congregation or faith-based organization may become a member of the Organization by signing the covenant for congregations or faith-based organizations and by making a financial contribution to the Organization as designated by the Board. A religious organization may designate up to two official representatives at the membership meeting, each of whom has one vote. Should a representative also be an individual member, that person may only vote once.

 Section 4:                     Membership may be terminated by a decision of the Board if the Board considers the member to be no longer supporting the purposes of the Organization or for failure to pay any assessed dues or other obligations. 

Section 5:                     Any member may resign by filing a written resignation with the secretary. 

Section 6:                     The Board may reinstate a member on written request. 

ARTICLE III – MEMBERSHIP MEETINGS

Section 1:                     The Organization shall hold a meeting of members annually before the close of the fiscal year. The purpose of this meeting is 1) to review accomplishments of the Organization based on a report prepared by the Board; 2) to discuss goals for the Organization for the coming year; and 3) to elect new Board members. 

Section 2:                     Notice stating the place, day and time of the meeting shall be made by mail, phone, and/or e-mail, at least 14 days in advance of said meeting. 

Section 3:                     Ten percent of the members present in person or via conference call constitutes a quorum. 

Section 4:                     Members may not participate or vote by proxy at membership meetings. However, a member who is unable to be present at a meeting may submit a brief written statement on an issue, which will be read in whole or in part at the discretion of the chair at the meeting. 

Section 5:                     Voting shall be by consensus, but if a majority of those present vote to follow Robert’s Rules of Order, voting shall follow those rules for that issue. 

ARTICLE IV – BOARD OF DIRECTORS 

Section 1:                     The business and affairs of the Organization shall be managed by the Board of Directors. The Board may appoint committees for any specified purpose. 

Section 2:                     Board members are elected by the membership of the Organization at the annual meeting; they shall serve for a term of three (3) years and must be or become members of the Organization at their selection. The terms of Board members shall be staggered to ensure continuity and so that at every annual meeting, members have the opportunity to elect at least one-third of the Board members. 

The Board may appoint an ad hoc nominating committee to establish a slate of candidates, but nominations will also be taken from the floor. It is the responsibility of the President and of the membership as a whole to elect a board with both clergy and lay members and one that is representative of various faith traditions. The number of board members shall be at least five and shall not exceed fifteen. 

Section 3:                     The Board shall meet at least four times a year. 

Section 4:                     Meetings of the Board may be called by the President or any two directors. 

Section 5:                     Notice of all meetings ought to be given at least 14 days in advance.

Section 6:                     A majority of the members of the Board present in person or via conference call shall constitute a quorum. 

Section 7:                     All voting is to be done by consensus, but if a majority of those board members present vote to follow Robert’s Rules of Order, voting shall follow those rules for that issue. 

Section 8:                     Unexcused absences from three consecutive meetings will be grounds for Board members to be removed. Excused absences will be noted in the minutes of the affected meeting.

Section 9:                     The Board shall establish the membership dues and other fees to be assessed from members.

Section 10:                   The Board as a whole is responsible for hiring the Executive Director. The Executive Director is responsible for hiring and supervising other staff.

 Section 11:                   No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, its members, Board members, officers or other persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered to it and to make payments and distribution in furtherance of the purposes set forth herein. 

ARTICLE V – BOARD OFFICERS 

Section 1:                     The officers of the Organization shall be a president, vice president, treasurer, and secretary. At least one officer of the Organization shall be a member of the clergy. Officers will serve for terms of at least one year as determined by the Board. 

Section 2:                     Officers will be elected by the Board at its first meeting following elections at the annual membership meeting. Election is by consensus; however, if a majority of those present vote to follow Robert’s Rules of Order, voting shall follow that procedure for that election. 

Section 3:                     Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Organization would be met thereby. 

Section 4:                     A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors. 

Section 5:                     The President shall be the chief executive officer of the Organization and shall have charge of the affairs of the Organization subject to the supervision of the Board and shall preside at all meetings at which he or she is present. The President shall be the chairperson of the Executive Committee and the Board. The President has the duty and power to see that all orders and resolutions of the Board are carried into effect. The President shall report to the Board all matters within his or her knowledge which the interests of the Organization may require to be brought to its notice. 

Section 6:                     The Vice President shall assist the President in performing the duties of that office. In the absence or disability of the President, the powers and duties of the President shall be performed by the Vice President. 

Section 7:                     The Treasurer shall be the chief financial officer of the Organization. The Treasurer shall have custody of all funds, securities, and valuable documents of the Organization. The Treasurer shall: 1) keep or cause to keep invoices of all expenses, prepare checks for signing, and retain copies of checks and other documents for record-keeping purposes; 2) see that applications for funding and for grants are carried out in cooperation and in full communication with the Executive Committee; 3) avoid any debt or financial obligation that exceeds funds already on deposit. In short, procedures will be followed that ensure maximum transparency, efficiency and security. The Treasurer shall present a financial report to every meeting of the Board.

Section 8:                     The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

Section 9:                     Any officer, employee, or agent of the Organization, having access to, or major responsibility for, the handling of money or securities of the Organization, shall, if required by the Board of Directors, give such security to the faithful performance of his or her duties as the Board of Directors may require. 

Section 10:                   Officers of the Organization shall receive no salaries or other compensation for their duties as officers of the Organization. They may however receive reasonable compensation for other services rendered to the Organization. 

ARTICLE VI – EXECUTIVE COMMITTEE 

Section 1:                     The Executive Committee consists of the Officers of the Organization and shall be empowered by and responsible to the Board of Directors to supervise staff of the Organization and assist the Board of Directors in managing the business and affairs of the Organization. Staff members may attend meetings of the executive committee but do not vote. 

Section 2:                     The Executive Committee shall meet as necessary at the request of the President, the executive director, or two other members of the Executive Committee. 

Section 3:                     All voting is to be done by consensus, but if a majority of those present vote to follow Robert’s Rules of Order, voting shall follow that procedure for that issue. 

Section 4:                     People resigning or otherwise removed from being officers of the Organization shall also be removed from the Executive Committee.

 

ARTICLE VII – FISCAL YEAR 

The fiscal year of the Organization shall be November 1 to October 31. 

ARTICLE VIII – DIRECTOR AND STAFF 

 Section 1:                    The Board may hire an Executive Director. The Executive Director has day-to-day responsibility for the organization including carrying out the Organization’s goals and Board policy. The Executive Director will attend the annual meeting and all Board meetings, report on the progress of the Organization, answer questions of Board members, oversee staff members, and carry out the duties described in the job description. The Board may designate other duties as necessary.

Section 2:                     Other staff members may be hired at the discretion of the Board.

ARTICLE IX – DISSOLUTION 

Section 1:                     The Organization may be dissolved by the Board of Directors at a special meeting of the Board, specifically noticed for this purpose, provided however, that such a resolution to dissolve the Organization receives the approval of two-thirds of the members of the Board of Directors present.  

Section 2:                     Any assets remaining after all financial obligations have been discharged shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, as amended or supplemented, or shall be distributed to the federal government or to a state or local government for a public purpose. Any such assets not so disposed of by the Board shall be disposed of by the Court of the count in which the principle office of Pennsylvania Interfaith Power & Light 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.  

ARTICLE X – AMENDING THE BYLAWS 

Section 1:                     A two-thirds majority of the Board of Directors may amend these Bylaws when necessary. Voting may be by person, by conference call, or by proxy for the purposes of amendment.  Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements in advance of the meeting. 

CONFLICT OF INTEREST POLICY

PENNSYLVANIA INTERFAITH POWER & LIGHT 

 ARTICLE I – PURPOSE

 The purpose of the conflict of interest policy is to protect the Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

 ARTICLE II – DEFINITIONS 

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interest person.  

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 the Organization has a transaction or arrangement, 

b.  A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or 

c.  A potential ownership or investment interest in, or compensation arrangement with any entity or individual with whom the Organization is negotiating a transaction or arrangement. 

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 

A financial interest is not necessarily a conflict of interest.  Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.  

 ARTICLE III – PROCEDURES 

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers considering the proposed transaction or arrangement. 

2.  Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of 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.  an interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she  shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 

            b.  the chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 

            c.  after exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable effort a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 

            d.  if a more advantageous transaction or arrangement is not reasonable possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 

4.  Violations of the Conflicts of Interest Policy

            a. If the governing board or committee has reasonable cause to believe 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 member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 

ARTICLE IV—Records of Proceedings 

The minutes of the governing board and all committees 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 governing board’s committee’s decisions as to whether a conflict of interest in fact existed.

            b.  The names of the persons who were present for discussion 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 with the proceedings. 

ARTICLE V- Compensation

a.  A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. 

b.  A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. 

c.  No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.  

ARTICLE VI—Annual Statements

Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement which affirms 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.  Understands the Organization is charitable and in order to maintain its federal tax exemption status it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.  

ARTICLE VII—Periodic Review 

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

            a.  Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. 

            b.  Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit or in an excess benefit transaction.  

ARTICLE VIII—Use of Outside Experts 

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews is conducted.