• Bylaws

    BYLAWS

    of

    Pennsylvania Chapter of Children’s Advocacy Centers and Multidisciplinary Teams A Pennsylvania Nonprofit Corporation

    Purpose:

    The Pennsylvania Chapter of Children’s Advocacy Centers & Multidisciplinary Teams is a membership organizations dedicated to helping local Pennsylvania communities respond to allegations of child abuse in ways that are effective and efficient and put the needs of child victims first. Our mission is to promote, assist, and support the development, growth, and continuation of the multidisciplinary approach and children’s advocacy centers for the protection of Pennsylvania’s children. The Chapter’s purpose is to represent a collaborative effort among membership, staff, and the Commonwealth of Pennsylvania to:

    (a) Provide support services to emerging and existing children’s advocacy centers and multidisciplinary teams;

    (b) Assist with the development, continuation, and enhancement of the child advocacy model throughout the Commonwealth of Pennsylvania;

    (c) Facilitate a collaborative statewide network dedicated to a coordinated and comprehensive response to child abuse; and

    (d) Serve as a leading model within the Commonwealth of Pennsylvania in regard to child abuse issues and the children’s advocacy center model.

    ARTICLE 1 – DEFINITIONS

    Section 1.1 Definitions.

    The following terms used in these Bylaws shall have the meanings set forth below.

    (a) “Act” means the Pennsylvania Nonprofit Corporation Law of 1988, as amended.

    (b) “Board” means the Board of Directors of the Chapter.

    (c) “Code” means the Internal Revenue Code of 1986, as amended.

    (d) “Chapter” means Pennsylvania Chapter of Children’s Advocacy Centers and Multidisciplinary Teams.

    (e) “Director” means an individual serving on the Board.

    (f) “Members” means those Accredited and Associated Pennsylvania Child Advocacy Centers meeting the criteria of Section 2.1, and admitted to Chapter membership.

    ARTICLE 2 – MEMBERS

    The Chapter shall consist the following members within the meaning of the Act, or otherwise defined in these Bylaws, as may be amended from time to time.
    Section 2.1.
    Section 2.2.
    (a) Accredited Center: A Pennsylvania Child Advocacy Center holding accredited member status in good standing with the National Children’s Alliance (“NCA”).
    (b) Associate Center: A Pennsylvania Child Advocacy Center holding associate member status in good standing with the NCA and shall achieve NCA accreditation within a period of five (5) years or less.
    (c) Affiliate Center: A Pennsylvania Child Advocacy Center holding affiliate member status in good standing with the NCA. Affiliate members shall have no voting rights.
    (d) Satellite Center: A Pennsylvania Child Advocacy Center holding satellite member status in good standing with the NCA. Satellite members shall have no voting rights.
    (e) Honorary: The Chapter may designate other individuals or organizations that contribute money, property, services, or other value to the Chapter as contributor members or as honorary members in recognition of their contributions. Honorary members shall have no voting rights.
    Initial and Subsequent Membership.
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    The composition of the Initial Membership, effective as of the date of the enactment of these Bylaws shall be as follows;
    (a) Accredited Center Members:
    1) Bradley H. Foulk Children’s Advocacy Center of Erie County
    2) Children’s Advocacy Center of Lawrence County, Inc.
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    3) Adams County Children’s Advocacy Center
    4) A Child’s Place (Allegheny County)
    5) Children’s Resource Center of Pinnacle Health System
    6) The CARE Center of Indiana County
    7) Bucks County Children’s Advocacy Center
    8) York County Child Advocacy Center
    9) Children’s Alliance Center of Berks County
    10) Lancaster County Children’s Alliance
    11) The Advocacy Center at the Children’s House
    12) Philadelphia Children’s Alliance
    13) Children’s Advocacy Center of Northeastern Pennsylvania (NEPA) 14) UPMC Children’s Hospital Child Advocacy Center
    15) A Child’s Place (Allegheny County)
    16) Mission Kids CAC of Montgomery County
    17) Chester County Children’s Advocacy Center
    18) Children’s Advocacy Center of Centre County, Mount Nittany Health 19) Child Advocacy Center of the Central Susquehanna Valley
    (b) Associate/ Developing Center Members:
    1) Children’s Advocacy Center of McKean County
    2) Western PA Cares For Kids
    3) Children’s Center of Susquehanna and Wyoming Counties
    4) Cambria County Child Advocacy Center
    5) Delaware County Children’s Advocacy Center
    6) Child Advocacy Center of Lehigh
    7) Luzerne County CAC
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    8) Butler County Alliance for Children
    All Members, other than the forgoing in (a) and (b) above, shall be determined, in accordance with these Bylaws and NCA, by the Board (“Subsequent Members”) (hereinafter both Initial Members and Subsequent Members, with voting rights per Section 2.1 shall be collectively referred to as “Members”, or individually each, a “Member”)
    Section 2.3. Membership Governing Structure.
    The Chapter’s voting Members shall each appoint a representative to act on behalf of and representing its respective interests. The Members, collectively and through the Board of Directors (as defined in Article 3), shall have the power and responsibility to perform any and all acts necessary or appropriate to effectuate the Chapter’s stated purposes except as otherwise provided by statute, the Articles of Incorporation, these Bylaws, or a resolution adopted by the Board.
    Section 2.4. Annual Meeting of the Members.
    The annual meeting of the Members of the Chapter shall be held on the 3rd Friday of June each year or at such date as shall be designated by the President of the Chapter (“Members’ Annual Meeting”). At each Members’ Annual Meeting, the Members shall acknowledge representatives of the Members of the Chapter to succeed those whose terms have expired as of the date of such Members’ Annual Meeting, or filling any vacancy which shall have occurred, and they may transact such other corporate business as shall be reserved in these Bylaws to the Members of the Chapter with prior notice having been sent of any such business to Members with respect to the consideration or transaction of any such business.
    Section 2.5. Special Meetings of the Members.
    Special meetings of the Members may be called at any time for any purpose or purposes by the President or at the request of any five (5) Members of the Chapter, or by a majority of the Board of Directors. Such request shall substantially state the purpose or purposes of the meeting. Business transacted at all special meetings of Members shall be confined to the purpose or purposes stated in the notice of the meeting. If all Members are present or otherwise represented, however, other matters may be taken up.
    Section 2.6. Place of Holding Meetings.
    All meetings of the Members shall be held at a place of mutual convenience for all Members, within or without the Commonwealth of Pennsylvania, and so designated in the notice.
    Section 2.7. Voting Rights.
    Each Accredited or Associate Member shall be entitled to one vote.
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    Section 2.8.
    Quorum.
    (a) General Rule. The presence in person representing a majority of the voting Members shall constitute a quorum for all meetings of the Members except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the Members present, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
    (b) Exceptions. Notwithstanding any contrary provision in the articles or bylaws, those Members entitled to vote who attend a meeting of Members:
    1) At which Directors are to be elected that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this Section 2.8 or in the Bylaws, shall nevertheless constitute a quorum for the purpose of election of Directors; or
    2) That has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a quorum, although less than a quorum as fixed in this Section 2.8 or in the Bylaws, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those members who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.
    Meeting Participation and Use of Conference Telephone or Other Electronic Technology.
    (a) One or more Members may participate in a meeting of the Members or a committee thereof by means of conference telephone, other electronic technology, or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other. Participation in a meeting pursuant to this Section 2.9 shall constitute presence in person at the meeting.
    (b) The presence or participation, including voting and taking other action, at a meeting of Members, or the expression of consent or dissent to corporate action, by a Members by conference telephone or other electronic means, including, without limitation, the internet, shall constitute the presence of, or vote or action by, or consent or dissent of the Members.
    Conduct of Meetings.
    Meetings of voting Members shall be presided over by the President of the will be appointed by a majority vote of the Members Annual Meeting (the
    Section2.9.
    Section 2.10.
    Chapter who
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    “President”) every other year. The President shall serve a term of two (2) years and may be re- elected for up to three (3) consecutive two-year terms. If the President is not present, a meeting of Members shall presided over by a Chair to be elected at that meeting. The President or presiding Chair shall also appoint a Secretary for the meetings.
    ARTICLE 3 – BOARD OF DIRECTORS Section 3.1. Board of Directors.
    The business and affairs of the Chapter shall be managed under the direction of the Board. The powers of the Chapter shall be exercised by, or under the authority of, the Board except as otherwise provided by statute, the Articles of Incorporation, these Bylaws, or a resolution adopted by the Board and confirmed by the Members. Accordingly, the Board, inclusive of the Executive Committee and any of its committees, if any, shall not have any power or authority as to the following:
    (a) Adoption, amendment, or repeal of the Articles of Incorporation;
    (b) Adoption, amendment or repeal of the Bylaws;
    (c) Approval of any plan or undertaking for merger, consolidation,
    subdivision, sale, re-organization, or dissolution of the Chapter or substantially all of its assets;
    (d) Approval of any plans or undertaking for the incurrence of any debt or liabilities by the Chapter, directly or indirectly, in excess of 15% of the Chapter’s Budget [in the then current fiscal year];
    (e) Approval to assess membership dues, or any subsequent increases thereof;
    (f) Any approvals required of Members under the Act; and
    (g) Approval of Chapter policies or programs that materially affect or alter the
    Purpose or mission of the Chapter.
    The aforementioned enumerated powers are expressly reserved for the Members, unless and until expressly delegated to the Board by amendment to these Bylaws by a simple majority of the then voting Members. Notwithstanding the forgoing, the Board is required to proffer to Members its recommendations regarding any of the above listed actions, (a) through (i). The laws of the United States of America and the Commonwealth of Pennsylvania shall also limit the power of the Board. The Board shall take no action that jeopardizes, contradicts or is otherwise inconsistent with its status as a non-profit organization under the applicable laws or an accredited chapter under the NCA promulgated standards and requirements.
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    Section 3.2. Qualifications of Directors.
    Each Director shall be a natural person at least 21 years of age who need not be a resident of Pennsylvania. In electing Directors, the Board shall consider each candidate’s willingness to accept responsibility for governance including availability to participate actively in Board activities, areas of interest and expertise, experience in organizational and community activities, ability to advance the Chapter’s interest, and overall congruence with its mission.
    Qualification considerations should contemplate an individual’s ability to ensure that the: (i) resources of the Chapter are invested in activities that align with and support the core mission and purpose of the children’s advocacy center model; (ii) services of the Chapter will further the objective of providing effective comprehensive services for all child victims and their families throughout the state; and (iii) the Chapter is accomplishing the foregoing in a legal, ethical, and fiscally appropriate manner.
    Section 3.3.
    Number and Election of Directors.
    (a) The Board shall consist of twelve (12) Directors, or such other number that is neither less than eight (8), nor more than sixteen (16) elected, as may be designated from time to time by resolution of the Board, and confirmed by the Members. The Board shall consist of Directors who are either, a representative of a Member as identified in Section 2.3 (“Member Directors”), or who are not a representative of a Member (“Non-Member Directors”) (collectively, “Directors”, as defined Section 1.1(e)). The Board shall include at least six (6) Member Directors, consisting of one (1) Member Director from each of four (4) regions (West, Central, North East, and South East) as described in more detail in Exhibit A attached hereto, together with two (2) “at-large” Member Directors. Further, the Executive Director shall be an ex officio Director with no right to vote. The President shall be both an ex officio Director with the right to vote, and the ex officio Chair of the Board of Directors (as defined in Section 6.6).
    (b) Of the nominated candidates for Director(s) that are to be elected, in accordance with Section 3.5 herein, those candidates that receive the highest number of votes from Members shall be elected. Each Member shall be entitled to one (1) vote as to each Directors to be elected, and no Member shall have a right to cast votes in the aggregate or to cumulate his or her votes for the election of any Director.
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    Section 3.4. Term of Office.
    The election of all Directors shall take place at the Member’s Annual Meeting, except as hereinafter provided, and each Director shall serve until his successor shall be elected and shall qualify. Of the original Directors elected under these Bylaws, three (3) will be elected for a one-year term, five (5) will be elected for a two-year term, five (5) will be elected for a three-year term. Subsequently, the terms of all Directors who are elected or reelected shall be three (3) years. Directors shall be eligible for reelection. However, if an elected Director has served for six (6) consecutive years, he shall not be eligible for reelection until one year has elapsed. Except as otherwise provided by resolution of the Board, each Director’s term begins at the time of his or her election. Each Director shall hold office until (a) the expiration of the term for which he or she was elected and until his or her successor has been elected and qualified, or (b) his or her earlier death, resignation, or removal. In the event that the number of elected Directors shall be increased pursuant to this Section 3.4, a majority of the Directors, at a meeting duly called and held, may designate additional Directors to fill the places so created.
    Section 3.5.
    Procedure for Nomination of Candidates for Director.
    (a) Member Directors. For the election of a Member Director, the President shall announce at the Members’ Annual Meeting the number of Member Directors to be elected at the meeting. Members may present the nominations of candidates for election as Member Directors. Only the Members may make nominations for Member Directors. After the nominations have been moved and seconded, the President shall proffer the Member Director candidates at the same meeting. The Members shall then cast their votes for the nominated Member Directors by a simple majority.
    (b) Non-Member Directors. The Chair shall announce at the Board’s Annual Meeting the number of Non-Member Directors to be nominated at the meeting. The Nominating Committee shall present the nominations of candidates for election as Non-Member Directors. After the nominations have been moved and seconded, the Directors shall cast their votes of recommendation. The President shall proffer both the Board’s recommendation and the Non-Member Director nominations to the Members at the Members’ Annual Meeting. The Members shall cast their votes for the nominated Non-Member Directors by a simple majority.
    Vacancies.
    (a) Vacancies in the Board, including but not limited to vacancies resulting from an increase in the number of Directors, shall be filled by a majority vote of the Members at any meeting of the Members, though less than a quorum, or by a sole remaining Member. Each person so elected shall be a Director to serve for the balance of the unexpired term.
    (b) When one or more Directors resign from the Board effective at a future date, the Members shall have the power by a majority vote to fill the vacancies, the vote thereon to take effect when the resignation becomes effective.
    Section 3.6.
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    Section 3.7. Removal of Directors.
    Any Director may be removed from office, with or without cause, by a majority vote of the Members at any meeting of the Members. If any Director is removed, the resulting vacancy may be filled as outlined in Section 3.6.
    Section 3.8. Resignations.
    Any Director may resign at any time by giving notice to the Secretary of the Chapter in record form. The resignation shall be effective upon receipt by the Secretary or at such subsequent time as may be specified in the notice of resignation.
    Section 3.9. Compensation of Directors.
    Directors shall receive no compensation for their services as Directors or as committee members. However, the Chapter may compensate a Director for providing services to the Chapter in any other capacity, including that of paid officer, employee, or agent of the Chapter. Directors who serve as paid officers, employees, or agents of the Chapter shall not participate in any vote of the Board or the Executive Committee with respect to their compensation. Subject to any policy adopted by the Board, Directors may be reimbursed for reasonable expenses paid or incurred on behalf of the Chapter.
    Section 3.10. Voting Rights.
    Each Director, except for the Executive Director pursuant to Section 3.3(a), shall be entitled to one vote.
    ARTICLE 4 – COMMITTEES Section 4.1. Establishment and Powers.
    The Board may, by resolution adopted by a majority of the voting Directors, establish one or more advisory committees, to consist of at least one Director of the Chapter. Non-Directors, including without limitation Members, may serve on committees. The Board may accordingly establish Standing Committees including, but not limited to, an Executive Committee, Nominating Committee, and the Finance and Audit Committee (capitalized terms defined hereafter). Other committees may be established from time to time by the Board. The Board may designate one or more Directors as alternate members of a committee who may replace any absent or disqualified committee member at any meeting of the committee. No committee shall have or exercise all of the powers and authority of the Board, vested by these Bylaws and the Act. A committee may exercise power and authority as expressly delegated pursuant by a resolution of the Board or otherwise, except no committee shall be delegated to have any power or authority as to the following:
    (a) Those powers expressly reserved to Members under Section 3.1;
    (b) The creation or filling of vacancies in the Board;
    (c) The adoption, amendment or repeal of the Bylaws;
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    (d) The amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; or
    (e) Action on matters committed by the Bylaws or a resolution of the Board exclusively to another committee of the Board.
    No committee of the Board, other than the Executive Committee, shall, pursuant to resolution of the Board or otherwise, exercise any of the powers or authority vested by these Bylaws or the Act in the Board as such, but any other committee of the Board may make recommendations to the Board or Executive Committee concerning the exercise of such powers and authority.
    The establishment of any committee of the Board and the delegation thereto of power and authority shall not alone relieve any Director of the fiduciary duty of such Directors to the Chapter.
    Section 4.2. Term.
    The Chair shall appoint the chairs and members of all committees of the Board, including any Standing Committees, and subject to approval by the Board. Standing Committees shall be appointed at the Board’s Annual Meeting and shall serve for a term of one year. The Board may, by resolution, determine not to constitute a Standing Committee for any year. Other committees of the Board shall serve at the pleasure of the Board.
    Section 4.3. Committee Organization.
    Except as otherwise provided by the Board, each committee shall be chaired by a Director and shall establish its own operating procedures. Each committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting. Each committee shall determine its times and places of meetings. Section 5.6 (relating to quorum and action), Section 5.7 (relating to participation and technology), and Section 5.9 (relating to written consent) shall apply to committees of the Board.
    Section 4.4. Executive Committee.
    The Executive Committee shall be composed of the Chair, Executive Director and at least three (3) additional Directors. The Executive Committee shall be authorized to act for the Board between its regular meetings. After consultation with the Board, the Executive Committee shall review and evaluate the performance of the Executive Director annually. The Executive Director shall not participate in the Executive Committee’s discussion of matters pertaining to his or her evaluation or compensation. The compensation of other Chapter officers shall be reviewed and confirmed by the Executive Committee. Except as otherwise provided by these Bylaws or by resolution of the Board, the Executive Committee shall have and may exercise all of the powers and authority of the Board in the management of the Chapter. The members of the Executive Committee shall be eligible for re-nomination and reelection. The Chair of the Board of Directors shall be ex officio Chair of the Executive Committee with right to vote. In the absence of the Chair, an Acting Chair designated by the Executive Committee shall preside. It is the intent that the Executive Committee meet at least once a month.
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    Section 4.5.
    Other Standing Committees.
    There may be the following Standing Committees of the Board:
    (a) Finance and Audit Committee. The Finance and Audit Committee shall be composed of at least two (2) Directors, preferably individuals who are financially literate or who have accounting or financial management expertise. Members of the Finance and Audit Committee must be independent of the Chapter and must not have a conflict of interest with the Chapter’s outside auditors. Non-Member of the Finance and Audit Committee may be paid, directly or indirectly, for consulting or other services provided to the Chapter. In addition to any other duties assigned by the Board, the Finance and Audit Committee shall direct and oversee the Chapter’s financial affairs and shall report regularly to the Board with respect to the Chapter’s budgets, audits, loans, and investment and insurance policies. The Finance and Audit Committee shall recommend to the Board the designation of an independent auditor for the Chapter each year, shall meet privately with the auditor at least once each year, and shall receive and review the management letter from the auditor. The Finance and Audit Committee shall review and present the audited financial statements to the Board within a reasonable period of time after the close of the Chapter’s fiscal year. The Finance and Audit Committee shall determine that necessary controls are in place to ensure compliance with the Chapter’s financial policies and shall periodically evaluate the Chapter’s financial control and accounting system and recommend any changes it deems appropriate. The Finance and Audit Committee shall also receive quarterly financial statements from the Treasurer and approve any changes in format.
    (b) Nominating Committee. The Nominating Committee shall be composed of at least two (2) Directors. In addition to any other duties assigned by the Board, the Nominating Committee shall propose names for election of Non-Member Directors or officers or appointment of committee members, in consultation with the Chair. The recommendations of the Nominating Committee shall be presented to the Board at one or more regular meetings prior to the meeting at which the election or vote of recommendation shall take place. Except as otherwise provided by the Board, the Board shall vote on the nominations at the next meeting.
    ARTICLE 5 – MEETINGS OF DIRECTORS Place of Meetings.
    Section 5.1.
    The Board may hold its meetings at such places as the Board may appoint or as may be designated in the notice of the meeting.
    Section 5.2. Annual Meeting.
    The annual meeting of the Board shall be held on the 3rd Friday of May each year or at such date as shall be designated by the Chair (“Board’s Annual Meeting”). At each annual
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    meeting, the Directors shall introduce newly elected Directors succeeding those whose terms have expired as of the date of such annual meeting, or to fill any vacancy which shall have occurred as permitted hereunder, and they may transact such other business as shall be reserved in these Bylaws to the Board with prior notice having been sent of any such business to Directors with respect to the consideration or transaction of any such business.
    Section 5.3. Members’ Annual Meeting.
    The Board shall attend the Members Annual Meeting as defined in Section 2.4. The Board may present at such the Annual Budget, Annual Report, nominated Non-Member Directors to the Board, Strategic Initiative Plans identified in Section 12.3, or such other matters for Member action required under these Bylaws, or otherwise.
    Section 5.4. Regular Meetings.
    Regular meetings of the Board may be held with notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed or otherwise delivered to each Director at least five (5) business days before the meeting held in pursuance thereof. Furthermore, the Board shall meet at a minimum on a quarterly basis.
    Section 5.5. Special Meetings of the Board.
    The Chair or any two (2) Directors may call special meetings of the Board which shall be held at such time and place as shall be designated in the call for the meeting. Five (5) days’ prior notice of any special meeting shall be given to each Director. Such notice shall state the time and place of such special meeting but need not state the purpose of the special meeting.
    Section 5.6. Quorum.
    The presence of Directors representing a majority of the Board shall constitute a quorum for all meetings of the Board except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.
    Section5.7.
    Meeting Participation and Use Of Conference Telephone Or Other Electronic Technology.
    (b) One or more Directors may participate in a meeting of the Board or a committee thereof by means of conference telephone, other electronic technology, or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other. Participation in a meeting pursuant to this Section 5.7 shall constitute presence in person at the meeting.
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    Section 5.8.
    (c) The presence or participation, including voting and taking other action, at a meeting of Directors, or the expression of consent or dissent to corporate action, by a Director by conference telephone or other electronic means, including, without limitation, the internet, shall constitute the presence of, or vote or action by, or consent or dissent of the Director.
    Organization.
    Every meeting of the Board shall be presided over by the Chair, or in the absence of the Chair, the Vice Chair, or in the absence of the Chair and the Vice Chair a chair chosen by a majority of the Directors present. The Secretary, or in his or her absence, a person appointed by the Chair, shall act as secretary.
    Section 5.9. Consent of Directors in Lieu of Meeting.
    Any action which may be taken at a meeting of the Directors may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all Directors and filed with the Secretary of the Chapter.
    ARTICLE 6 – OFFICERS
    Section 6.1. Number.
    The officers of the Chapter shall include a Chair, a Vice Chair, an Executive Director, a Secretary, and a Treasurer. The officers may include one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board may determine by resolution. Any number of offices may be held by the same person.
    Section 6.2. Qualifications of Officers.
    The officers shall be natural persons at least 21 years of age who are Directors.
    Section 6.3. Election and Term of Office.
    Except as otherwise provided by the Bylaws or resolution of the Board, the officers of the Chapter shall be nominated by the Chair and elected by a majority vote of the Board at Board’s Annual Meeting, or at such other times as necessary to fill such vacancies. Each officer shall serve for a term of one year and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
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    Section 6.4. Termination or Removal of Officers and Agents.
    Unless the Board provides otherwise, termination of an officer’s or agent’s employment with the Chapter shall terminate the officer’s term in office. Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Chapter will be served. Such removal shall be without prejudice to the contract rights, if any, of any person so removed.
    Section 6.5. Resignations.
    Any officer may resign at any time by giving notice to the Chapter, via delivery to the Secretary with copy to the Chair, in record form. The resignation shall be effective upon receipt by the Chapter or at such subsequent time as may be specified in the notice of resignation.
    Section 6.6. The Chair.
    The Chair shall preside at all meetings of the Board. The Chair shall appoint the chairs and members of all committees of the Board, including Standing Committees subject to approval by the Board. The Chair may execute in the name of the Chapter, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Chapter or if not permitted under Section 3.1. In general, the Chair shall perform all duties incident to the office of Chair and such other duties as may be assigned by the Board.
    Section 6.7. The Vice Chair.
    In the absence or disability of the Chair or when so directed by the Chair, the Vice Chair may perform all the duties of the Chair, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chair. The Vice Chair shall perform such other duties as may be assigned by the Board or the Chair.
    Section 6.8. The Executive Director.
    The Executive Director shall be the chief executive officer of the Chapter and shall have general supervision over the business and operations of the Chapter, subject to the control of the Board. The Executive Director shall execute in the name of the Chapter, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except those subject to Section 3.1 or in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Chapter. In general, the Executive Director shall perform all duties incident to the Executive Director and such other duties as may be assigned by the Board.
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    Section 6.9. The Secretary.
    The Secretary shall record all votes of the Board and the minutes of the meetings of the Board in a book or books to be kept for that purpose. The Secretary shall see that required notices of meetings of the Board are given and that all records and reports are properly kept and filed by the Chapter. The Secretary shall be the custodian of the seal of the Chapter and shall see that it is affixed to all documents to be executed on behalf of the Chapter under its seal. In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board or the Executive Director.
    Section 6.10. Assistant Secretaries.
    In the absence or disability of the Secretary or when so directed by the Secretary, any Assistant Secretary may perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. Each Assistant Secretary shall perform such other duties as may be assigned by the Board, the Executive Director, or the Secretary.
    Section 6.11. The Treasurer.
    The Treasurer shall be responsible for corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Chapter. The Treasurer shall have full authority to receive and give receipts for all money due and payable to the Chapter, and to endorse checks, drafts, and warrants in its name and on its behalf and to give full discharge for the same. The Treasurer shall deposit all funds of the Chapter, except such as may be required for current use, in such banks or other places of deposit as the Board may designate. In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board or the Executive Director.
    Section 6.12. Assistant Treasurers.
    In the absence or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Each Assistant Treasurer shall perform such other duties as may be assigned by the Board, the Executive Director, or the Treasurer.
    ARTICLE 7 – NOTICE
    Section 7.1. Written Notice.
    Whenever notice is required to be given to any person, it may be given to the person, either personally or by sending a copy by first class or express mail, postage prepaid, or by telegram (with messenger service specified), courier service with charges prepaid, or by facsimile or electronic mail transmission, to his or her address (or to his or her facsimile number or electronic mail address) appearing on the books of the Chapter or, in the case of Directors, supplied by him or her to the Chapter for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given three (3) business days
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    following being deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of facsimile or electronic mail, one (1) day following when delivery has been confirmed. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by the Act or these Bylaws. Except as otherwise provided by the Act or these Bylaws, when a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting, or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
    Section 7.2. Waiver by Writing.
    Whenever any notice in record form is required to be given, a waiver in record form, signed by the person or persons entitled to the notice, whether before or after the time stated, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.
    Section 7.3. Waiver by Attendance.
    Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
    Section 7.4. Facsimile or Electronic Mail.
    Any written communication or signature required or permitted by these Bylaws or the Act, including a unanimous written consent, shall be valid if sent and received by facsimile or electronic mail transmission.
    ARTICLE 8 – CONFLICTS OF INTEREST Section 8.1. Conflicts of Interest Policy.
    The Chapter’s conflicts of interest policy is set forth in this Article. The purpose of the conflicts of interest policy is to protect the Chapter’s interest when it is contemplating entering into a contract or transaction that might benefit the private interest of an officer or Director of the Chapter. This policy is intended to supplement the requirements of the Act. The conflicts of interest policy shall apply to all contracts or transactions between the Chapter and Directors, officers, and members of committees with Board-delegated powers.
    Section 8.2.
    below.
    Definitions.
    For purposes of this Article, the following terms shall have the meanings set forth
    (a) “Compensation” means direct and indirect remuneration and gifts or favors which are substantial in nature.
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    Section 8.3.
    (d) “Immediate Family” means a person’s children, step children, parents, spouse, siblings, mother-in-law, father-in-law, son-in-law, daughter-in-law brother-in-law, sister-in-law, and any person other than a tenant residing in the persons household.
    Annual Disclosure Statements.
    (b) “Financial Interest” means, directly or indirectly, through business, investment, or Immediate Family:
    1) An ownership or investment interest in any entity with which the Chapter has a contract or transaction;
    2) A Compensation arrangement with the Chapter or with any entity or individual with which the Chapter has a contract or transaction; or
    3) A potential ownership or investment interest, in, or Compensation arrangement with, any entity or individual with which the Chapter is negotiating a contract or transaction. A Financial Interest is not necessarily a conflict of interest. A person who has a Financial Interest has a conflict of interest only if the Board or committee decides that a conflict of interest exists.
    (c)
    with Board-delegated powers who has a direct or indirect Financial Interest.
    “Interested Person” means a Director, officer, or member of a committee
    Each Director, officer, and member of a committee with Board-delegated powers shall execute and deliver to the Chair an annual statement disclosing the facts relating to any actual or potential Financial Interest or stating that he or she has no reportable Financial Interest. The Chair shall report the results of the annual disclosure statements to the Board at the Board’s Annual Meeting, and thereafter to the Members as reasonably required.
    Section 8.4. Ongoing Disclosures.
    If any Director or officer of the Chapter has a Financial Interest in any proposed contract or other transaction involving the Chapter, the Director or officer must disclose the Financial Interest to the Board or committee authorizing the contract or transaction. The Board or committee shall determine whether the Financial Interest constitutes a conflict of interest.
    Section 8.5. Participation and Voting.
    A Director or officer who has a conflict of interest may answer questions of the Board or committee considering the contract or transaction that involves the conflict. However, after answering questions, the Director or officer shall leave the meeting during the discussion of the merits of the contract or transaction and shall not vote on the contract or other transaction. The interested Director or officer shall be counted in determining the presence of a quorum.
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    Section 8.6. Recordkeeping Procedures.
    The minutes of meetings of the Board and committees with Board-delegated powers shall include:
    (a) The names of all persons who disclosed or were found to have a Financial Interest in connection with an actual or potential conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest existed, and whether the Board or committee determined there was a conflict of interest;
    (b) The names of the persons who absented themselves from the meeting during discussions and votes relating to the contract or transaction;
    (c) The content of any discussion relating to the contract or transaction, including any alternatives to the proposed contract or transaction; and
    (d) A record of the vote on the proposed contract or transaction.
    Copies of any reports, appraisals, or other written data presented at the meeting to analyze the conflict of interest or to vote on the proposed contract or transaction shall be filed with the minutes. The minutes shall be prepared before the later of the next meeting of the Board or applicable committee or 60 days after the final action is taken by the Board or committee. The Board or applicable committee shall review the minutes within a reasonable period of time after their preparation.
    ARTICLE 9 – STANDARD OF CARE Section 9.1. Standard of Care; Justifiable Reliance.
    A Director shall stand in a fiduciary relation to the Chapter and shall perform his or her duties as a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of the Chapter and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Conduct and voting by a Director shall at all times be to advance the overall best interest of the Chapter and its Member’s collective statewide interests, and not any individual or respective Member(s) interest. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including, without limitation, financial statements and other financial data, in each case prepared or presented by any of the following:
    (a) One or more officers or employees of the Chapter whom the Director reasonably believes to be reliable and competent in the matters presented;
    (b) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person; or
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    (c) A committee of the Board upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.
    A Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
    Section 9.2. Presumption.
    Absent breach of fiduciary duty, lack of good faith, or self-dealing, actions taken by the Board, committees of the Board, or by individual Directors, or any failure to take any action, shall be presumed to be in the best interests of the Chapter.
    Section 9.3. Notation of Dissent.
    A Director who is present at a meeting of the Board, or of a committee of the Board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the Secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the Secretary immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of the action. Nothing in this Section 9.3 shall bar a Director from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly upon receipt of a copy of the minutes, the Director notifies the Secretary, in writing, of the asserted omission or inaccuracy.
    ARTICLE 10 – LIMITATION OF LIABILITY; INSURANCE Section 10.1. Limitation of Liability of Directors.
    A Director shall not be personally liable, as such, for monetary damages for any action taken or any failure to take any action as a Director unless:
    (a) The Director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 57 of the Act; and
    (b) The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
    This Section 10.1 shall not apply to (1) the responsibility or liability of a Director pursuant to any criminal statute, or (2) the responsibility or liability of a Director for the payment of taxes pursuant to federal, state, or local law. Any repeal or amendment of this Section 10.1 shall be prospective only and shall not increase, but may decrease, a Director’s liability with respect to actions or failures to act occurring prior to such change.
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    Section 10.2. Insurance.
    The Chapter shall purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Chapter or is or was serving at the request of the Chapter as a director or officer against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Chapter would have the power to indemnify him or her against that liability under the Act. The Chapter’s payment of premiums with respect to such insurance coverage shall be provided primarily for the benefit of the Chapter. To the extent that such insurance coverage provides a benefit to the insured person, the Chapter’s payment of premiums with respect to such insurance shall be provided in exchange for the services rendered by the insured person and in a manner so as not to constitute an excess benefit transaction under section 4958 of the Code or an act of self-dealing under section 4941 of the Code, if applicable.
    Section 11.1.
    Chapter.
    Section 11.2.
    ARTICLE 11 – INDEMNIFICATION Representative Defined.
    For purposes of this Article, “representative” means any Director or officer of the
    Third-Party Actions.
    The Chapter shall indemnify any representative who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Chapter), arising from the fact that he or she is or was a representative of the Chapter, or is or was serving at the request of the Chapter as a director or officer of another domestic or foreign Chapter for profit or not-for-profit, partnership, joint venture, trust, or other enterprise, against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceeding if he or she 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 Chapter and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
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    Section 11.3. Derivative and Corporate Actions.
    The Chapter shall indemnify any representative who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Chapter to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the Chapter, or is or was serving at the request of the Chapter as a director or officer of another domestic or foreign Chapter for profit or not-for-profit, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action if he or she 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 Chapter. Indemnification shall not be made under this Section 11.3 in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Chapter unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Chapter is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
    Section 11.4. Procedure for Effecting Indemnification.
    Unless ordered by a court, any indemnification under Section 11.2 or Section 11.3 shall be made by the Chapter only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in those Sections. The determination shall be made:
    Section 11.5.
    (a) By the Board by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding; or
    (b) If such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
    Supplementary Coverage.
    The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Act, or any bylaw, agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. Article 8 (relating to conflicts of interest) shall be applicable to any bylaw, contract, or transaction authorized by the Directors under this Section 11.5. However, no indemnification may be made by the Chapter under this Article or otherwise to or on behalf of any person to the extent that:
    (a) The act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct, or recklessness; or
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    (b) The Board determines that under the circumstances indemnification would constitute an excess benefit transaction under section 4958 of the Code or an act of self-dealing under section 4941 of the Code, if applicable.
    Section 11.6. Duration and Extent of Coverage.
    The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the Chapter.
    Section 11.7. Reliance and Modification.
    Each person who shall act as a representative of the Chapter shall be deemed to be doing so in reliance upon the rights provided by this Article. The duties of the Chapter to indemnify and advance expenses to a representative provided in this Article shall be in the nature of a contract between the Chapter and the representative. No amendment or repeal of any provision of this Article shall alter, to the detriment of the representative, his or her right to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal.
    ARTICLE 12 – FINANCE
    Section 12.1. Fiscal Year.
    The fiscal year of the Chapter shall begin on [July] 1st and end on [June 30th].
    Section 12.2. Budgets.
    Upon the recommendation of the Executive Committee, to the Board, and the Board’s subsequent recommendation to the Members, the Members shall adopt a budget for each fiscal year at the Members Annual Meeting. The Board shall provide the proposed budget to the Members accompanied with the aforementioned Board’s recommendation in a signed writing to each Member not later than 30 days prior to the Members’ Annual Meeting.
    Section 12.3. Annual Report and Financial Management.
    The Chapter shall maintain Board-adopted financial management policies and procedures that reflect GAAP, including accrual-based accounting. The Executive Director and Treasurer shall present to the Board at the Board’s Annual Meeting a report, verified by the Executive Director and Treasurer or by a majority of the Board and prepared by an independent financial audit process showing in appropriate detail the following:
    (a) The assets and liabilities, including the trust funds, of the Chapter as of the end of the fiscal year immediately preceding the date of the report;
    (b) The principal changes in assets and liabilities, including the trust funds, during the year immediately preceding the date of the report;
    DM3\4442574.5
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    (c) The revenue or receipts of the Chapter, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Chapter;
    (d) The expenses or disbursements of the Chapter, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Chapter; and
    (e) The Chapter is in good standing with the NCA in regard to its own Chapter support grant administration of the sub-award grants.
    The annual report of the Board shall be filed with the minutes of the Board’s Annual Meeting and presented at the Members’ Annual Meeting. The annual report shall also be accompanied with a corresponding annual Strategic Initiatives Plan outlining the Chapter’s business plan for achieving its objectives and goals for the upcoming year.
    ARTICLE 13 – TRANSACTION OF BUSINESS Section 13.1. Offices.
    The registered office of the Chapter shall be located in the Commonwealth of Pennsylvania. The Chapter may have any number of other offices at such places as the Board may determine.
    Section 13.2. Seal.
    The Chapter may use a Corporate Seal. The Corporate Seal shall bear the name of the Chapter, the year of its incorporation and the words “Corporate Seal, Commonwealth of Pennsylvania”.
    Section 13.3. Real Property.
    The Chapter shall make no purchase of real property nor sell, mortgage, lease away, encumber, or otherwise dispose of its real property, unless authorized by a supermajority vote of two-thirds (2/3) of the Board, except if the transaction is subject to Section 3.1 requiring approval by the Members. If the real property is subject to a trust, any such conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.
    Section 13.4. Negotiable Instruments.
    The Board shall designate one or more officers or agents who shall sign all checks or demands for money and notes of the Chapter, except those subject to Section 3.1 or in the case where execution thereof shall be expressly delegated to some other officer or agent of the Chapter.
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    Section 13.5. Contracts.
    The Board may authorize any officer or agent of the Chapter to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter, except if the transaction is subject to Section 3.1 requiring approval by the Members. The authority may be general or confined to specific instances.
    Section 13.6. Loans.
    The Chapter shall not lend money to or guarantee the obligation of a Director, officer, or employee of the Chapter. The authorization of the Board is required for any loan contracted on behalf of the Chapter and any evidences of indebtedness issued in the Chapter’s name, together with Member approval if the transaction is subject to Section 3.1.
    Section 13.7. Deposits.
    All funds of the Chapter, not otherwise employed, shall be deposited to the credit of the Chapter in one or more banks, financial institutions, or other depositories as the Board shall authorize.
    Section 13.8. Securities.
    The Chair, the Secretary, the Treasurer, or other officers or agents appointed by the Board are authorized to vote, represent, and exercise on behalf of the Chapter all rights incident to all voting securities of any other Chapter or proprietary entity standing in the name of the Chapter subject to the limitations of Section 3.1.
    Section 13.9. Bond.
    The Chapter may secure the fidelity of any officer or agent of the Chapter by bond or otherwise.
    Section 13.10. Subventions.
    The Chapter shall be authorized by resolution of the Board to accept subventions on terms and conditions not inconsistent with the Act and to issue certificates therefor.
    Section 13.11. Corporate Records.
    The Chapter shall keep (a) minutes of the proceedings of the Board, and (b) appropriate, complete, and accurate books or records of account, physical and electronic, at its registered office or the principal place of business or any actual business office of the Chapter. These include but are not limited to all organizational, financial and programmatic records, documents and files. The forgoing shall be maintained, in either electronic or physical form, in accordance with all applicable laws. Additionally the Board shall approve a Document Retention policy.
    ARTICLE 14 – MISCELLANEOUS 24
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    Section 14.1. Dissolution.
    Upon dissolution of the Chapter, the Board of Directors shall, after paying or making provision for payment of all liabilities of the Chapter, including the costs and expenses of such dissolution, dispose of all the assets of the Chapter exclusively for the exempt purposes of the Chapter or distributed to an organization described in section 501(c)(3) or 170(c)(2) of the Internal Revenue Code, 1986 or the corresponding provisions of any future federal law, as shall be selected by the last Board of Directors. None of the assets will be distributed to any officer or director of the Chapter. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter.
    Section 14.2. Non-Discrimination.
    Notwithstanding any provision of these Bylaws, the Chapter, its Members, Board, Directors, employees and agents do not and shall not discriminate on the basis of race, color, religion (creed), gender, gender orientation or expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services.The Chapter and its membership are committed to providing an inclusive and welcoming environment for all members of our staff, clients, volunteers, subcontractors, vendors, and clients and all communities served.
    Section 14.3. Interpretation.
    The provisions of this Article are intended to constitute bylaws authorized by 15 Pa.C.S. § 5504.
    Section 14.4. Amendments.
    The Bylaws of the Chapter may be amended by a majority vote of the Members at any meeting after notice of such purpose has been given.
    History:
    Original Bylaws adopted by the Incorporator on February 12, 2007 and ratified by the Board of Directors on February 12, 2007.
    ADOPTED:_______________, 2019 with an effective date of June 15, 2019.
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    Exhibit A West Region: Shall consist of the following counties,
    1. Allegheny 2. Armstrong 3. Beaver
    4. Bedford
    5. Butler
    6. Cambria
    7. Cameron
    8. Clarion
    9. Clearfield
    10. Crawford
    11. Elk
    12. Erie
    13. Fayette
    14. Forest
    15. Greene
    16. Indiana
    17. Jefferson
    18. Lawrence
    19. McKean
    20. Mercer
    21. Potter
    22. Somerset
    23. Venango
    24. Warren
    25. Washington 26. Westmoreland
    Central Region: Shall consist of the following counties,
    1. Adams
    2. Blair
    3. Bradford
    4. Centre
    5. Clinton
    6. Columbia 7. Cumberland 8. Dauphin
    9. Franklin 10. Fulton
    11. Huntington 12. Juniata
    13. Lebanon 14. Lycoming
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    15. Mifflin
    16. Montour
    17. Northumberland 18. Perry
    19. Schuylkill
    20. Snyder
    21. Sullivan
    22. Tioga
    23. Union
    24. York
    North East Region: Shall consist of the following counties,
    1. Carbon
    2. Lackawanna 3. Lehigh
    4. Luzerne
    5. Monroe
    6. Northampton 7. Pike
    8. Susquehanna 9. Wayne
    10. Wyoming
    South East Region: Shall consist of the following counties,
    1. Berks
    2. Bucks
    3. Chester
    4. Delaware
    5. Lancaster
    6. Montgomery 7. Philadelphia
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  • Draft Board Bylaws 2019

    Click Here To View the 2019 Draft Bylaws

     

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  • Release Date: 12.07.2018

    Welcoming you all to our inaugural PA Chapter News Flash. We will share News Flash rotating all staff, keeping members up to date on Chapter activities.

    2019 NCA Grants

    Please click “Grants” at the top of this page or click here to learn more about open grant opportunities and download the RFPs.

    New Chapter Website Members Only Webpage:

    Coming Soon:

    Phase 1 Members Only – OMS, CSEC and Board tabs will be added to the general Members Only section. Important resources, reports and updates will be housed in each tab.

    There are new enhancements coming to the Find a CAC Google map. Viewers will be able to type in their zip code and the closest CAC’s information will pop up. There will also be a link to driving directions so they can easily print it out. Disclaimer will be posted stating the website does not save addresses entered here.

    PA Chapter video asset from “ddcworks” will run through a YouTube function on the homepage.

    Phase 2 Members Only –Spring 2019  the second phase of design will provide members with a unique password so you can upload Legislative Education updates, Committee reports (if applicable), register yourself for 2019 Chapter trainings, etc. This phase is integrated with the Chapter’s new database system, so your submissions will be on file and saved for you after your upload.

    Welcoming Greg Rowe, Esquire, Interim Executive Director, PA District Attorney’s Association, we look forward to continuing collaboration  supporting Pennsylvania’s children. Thanking Rich Long for his leadership and collaboration with PA Chapter members, we wish him the very best with his new endeavors.

    Extra Chapter Members Board Meeting by Chapter webinar save the date: January 18, 9am to noon. Agenda: “Board Member Financial Roles and Responsibilities”, Sue Ascione presenter. Review and Vote  on revised Chapter ByLaws & Board Member Job Description.

    We are grateful to You, our amazing members, for your unconditional commitment to Pennsylvania’s Children. Wishing you Restful and Joyous Holidays of Gentleness and Peace

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  • Awards for the Establishment, Improvement, and Expansion of CACs  – 2019 RFP

    Release Date: 12.06.2018

    CACs may apply to this RFP for competitive funding.  [Download Full RFP Document]

    The following is a brief description of opportunities that have been released to date: 

    PROGRAM IMPROVEMENT – Mental Health

    Eligibility- NCA Accredited Children’s Advocacy Centers, NCA Associate/Developing Children’s Advocacy Centers, NCA Affiliate Children’s Advocacy Centers, NCA Satellite Child Advocacy Centers, Non-Member Multidisciplinary Teams (multidisciplinary teams in areas in which there are no existing CACs), Tribal Multidisciplinary Teams.

    Maximum Award Amount- $25,000 (You may request less than the maximum award.)

    Goal: To develop and support the adoption of evidence based mental health treatments in the CAC/MDT setting. (Applicant must focus the application only on one of the trainings/modality of implementations listed below.)

    -Trauma-Focused – Cognitive Behavioral Therapy (TF-CBT)

    -Child and Family Traumatic Stress Intervention (CFTSI)

    PROGRAM DEVELOPMENT  – Satellites

    Eligibility– NCA Accredited Children’s Advocacy Centers that are applying to act as a host agency to a Satellite center.

    -Those awardees that received a Program Development grant in a prior year are not eligible to apply for 2019 award funds for this same grant type.

    Maximum Award- $25,000 (You may request less than the maximum award.)

    Goal: To provide access to Children’s Advocacy Center services in previously unserved and underserved areas by:

    -Establishing an NCA Satellite member center in a previously completely unserved community in compliance with the Chapter growth plans.

    -Establishing an NCA Satellite member center in a previously underserved community in compliance with the Chapter growth plans. 

    PROGRAM EXPANSION  -Unserved and Underserved areas

    -Eligibility– NCA Satellite Member Children’s Advocacy Centers; Associate/Developing Children’s Advocacy Centers; Affiliate Children’s Advocacy Centers.

    -Maximum Award- $25,000 (You may request less than the maximum award.)

    -Goal: To expand the provision of services and access to an existing Children’s Advocacy Center with an emphasis on unserved, and underserved areas (rural and remote regions).

    TRIBAL EXPANSION OF CHILDREN’S ADVOCACY CENTER SERVICES

    Eligibility– Federally recognized tribes; Children’s Advocacy Centers, Multidisciplinary Teams (MDT) serving tribal communities.

    Maximum Award- $10,000 for new applicants; $25,000 for Year 2 funding for the current 2018 grantee.

    Goal: To support the expansion of CAC services among tribal communities through:

    New applicants must focus the application on the following four goals.

    Conducting needs assessment and establishing a functioning MDT with representation from Law Enforcement, Child Protective Services, Prosecution, Medical, Mental Health and Victim Advocacy partner agencies.

    Ratification of a signed MOU/Interagency Agreement with all partner agencies listed above.

    Establishing MDT protocols for provision of services in accordance with the NCA Accreditation standards.

    Establishing MDT case review process that is conducted on a regularly scheduled basis and attended by all MDT representative disciplines.

    Continuing applicants must focus on one or more of the following three goals:

    Training for MDT members to improve the investigation, prosecution, and treatment of these cases.

    Implementation of case tracking processes to ensure cases do not fall through the cracks.

    Improvements in medical, evidence-based mental health treatment, and/or victim advocacy. 

    IMPROVING CHILDREN’S ADVOCACY CENTER RESPONSE TO CHILDREN WITH SEXUAL BEHAVIOR PROBLEMS (SBP)

    Eligibility- NCA Accredited Children’s Advocacy Centers.

    -Current active grantees receiving OJJDP funds through the Youth with Sexual Behavior Program (YSBP) are not eligible to apply for 2019 award funds under this NCA grant type.

    Maximum Award Amount- $25,000 (You may request less than the maximum award.)

    Goal: To support the development of a coordinated response and expansion of services for Children with Sexual Behavior Problems through the implementation of CSBP-CBT (Children with Sexual Behavior Problems – Cognitive Behavioral Therapy).

    The applicants that are applying for training assistance, need to review the SBP Informational package on the NCA website atwww.nca-online.org and demonstrate readiness for inclusion in the training per the information in the package documentation. Please review the specific dates for the training modules and carefully access your center readiness to comply with them.

    All grantees that provide mental health services under this grant must submit de-identified mental health outcome data as part of the project. All aggregate, non-identifying data will be entered through a specifically designated software platform and will be used to evaluate the improved outcomes for children. 

    IMPROVING CHILDREN’S ADVOCACY CENTER RESPONSE TO PHYSICAL ABUSE

    Eligibility- NCA Accredited Children’s Advocacy Centers.

    Maximum Award Amount- $25,000 (You may request less than the maximum award.)

    Goal: To support the development of coordinated response and provision of services to victims of Physical Abuse through the implementation of:Applicant must focus the application training and consultation and/or implementation of only on one of the evidence-based treatments listed below.

    -Parent–Child Interaction Therapy (PCIT)

    -Alternatives for Families – Cognitive Behavioral Therapy (AF-CBT)

    AF-CBT training providers may require potential applicants to participate in training readiness screening prior to acceptance into training. Please communicate with trainers regarding this during the proposal development process.

     The CSEC Grant opportunity has been released as of yet.

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  • 2019 NCA Grants

    Release Date: 12.06.2018

    When NCA opened its 2019 RFP, the PA Chapter asked NCA to consider an extended deadline.  A copy of NCA’s response to all Chapter leaders is attached if you are interested. The 30 day deadline of January 3 remains in place.

    We appreciate your applying for NCA funding. We look forward to speaking December 10 noon to 12:30 with all Accredited CACs to decide the final NCA Chapter fund formula.  A Letter of Support request will be available requesting member signatures in support of the Chapter’s application.

    We also look forward to a call Tuesday, December 11 noon to 1:00 with those individual CACs who are interested in applying for NCA CSEC grant development or training, the Chapter is offering to support your efforts as a collaborative. Government and NCA recognize Survivor Leadership, inclusion in grant applications is compelling, putting grants ahead with a Chapter letter of support.  strengthening applications for  all who participate.

    Please use our call in number 888-572-7517 for both calls.

    */ ?>
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