PLANNED GIVING COUNCIL OF GREATER PHILADELPHIA

A Pennsylvania Nonprofit Corporation

(Membership)

Bylaws


Article 1

PURPOSES

                                                1.1               The purposes of the Corporation are exclusively charitable [educational, religious, etc] as set forth in the Articles of Incorpora­tion.  The Corporation shall be and remain a member of The National Committee on Planned Giving (“NCPG”), and subject to the general supervision and control of NCPG as set forth in its bylaws and policies. In pursuing such purposes, the Corporation shall not act so as to impair its eligibility for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Article 2

OFFICES

                                                2.1               Registered Office.  The registered office of the Corporation shall be at such location in Pennsylvania as the Directors may from time to time determine.

                                                2.2               Other Offices.  The Corporation may also have offices at such other places as the Directors may select and the business of the Corporation shall require.

Article 3

MEMBERS

                                                3.1               Number and Dues.  The Corporation shall members who shall be persons who are involved in planned giving matters and adhere to the Code of Ethics adopted NPGC.

                 Dues, if any, for each Membership class shall be determined each year by the Board of Directors.

                                                  3.2               Requirements for Membership.  The Directors may establish any additional criteria for Membership.  No person shall become a Member unless approved by the Directors or their designee.  Such approval may be denied for any reason deemed sufficient by the Directors even though the applicant may meet the stated criteria for Membership.

                                                3.3               Regular Meetings.  Meetings shall be held as determined by the Members.

                                                3.4               Annual Meetings.  The annual meeting of the Members shall be held on the second Friday of each year at the principal office of the Corporation or upon ten (10) days notice to the Members at such other time or place as the Directors shall determine.

                                                3.5               Special Meetings.  Special meetings of the entire Membership may be called by the President, the Board or at the written request of 10% of the Membership.  At least five (5) days' written notice stating the time, place and purpose of any special meeting shall be given to the Members entitled to participate.

                                                3.6               Quorum.  Those Members present at a duly convened meeting, shall constitute a quorum for the trans­action of business at the meeting, provided that no business may be conducted at a meeting of Members that has not been included in the notice of the meeting.

                                                3.7               Voting.  Each Member shall be entitled to one vote, in person, by ballot, by mail or by proxy in accord with Section 3.8.  Unless otherwise required by these Bylaws, the manner of voting on any matter, including changes in the articles or bylaws, may be by voice vote, show of hands, or by ballot, as determined by the Members present, or by mail if determined by the Board of Directors and a ballot is sent with notice of the question to be voted upon.

                                                3.8               Voting by Proxy.  Any absent Member eligible to vote at any meeting of the Members may be represented as present and may vote at such meeting by a proxy authorized in writing by the Member or by his or her duly authorized attorney in fact.  Such written authorization must specify the matter with respect to which the proxy is granted and the person entitled to vote, must be signed and dated by the Member granting the proxy, and must be filed with the Secretary of the Corporation.  A proxy shall be revocable at will but the revocation shall not be effective until notice of the revocation has been given to the Secretary of the Corporation.  A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation.

                                                3.9               Unanimous Consent of Members in Lieu of a Meeting.  Any action which may be taken at a meeting of Members may be taken without a meeting if a consent or consents in writing setting forth the action to be taken shall be signed by all of the Members [of the Membership Classes entitled to vote thereon] and shall be filed with the Secretary of the Corporation.

                                            3.10               Expulsion from Membership.  Any Member may be expelled from Membership, with or without the assignment of any cause, upon an affirmative vote of two-thirds of the Directors at a duly convened meeting, provided that written notice of the intention to expel and reasons therefor have been provided in the notice of the meeting.  No Member shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

                                            3.11               Honorary Titles.  The Board may create such additional classes of “membership,” such as contributing members or honorary members, as they see fit, but such person shall not have the right of Members under the Pennsylvania Nonprofit Corpora­tion Law of 1988, as amended (the “Act”).

Article 4

DIRECTORS

                                                4.1               Powers.  The business and affairs of the Corpora­tion shall be managed by the Board of Directors, except as other­wise required by the Act, these Bylaws or a resolution duly adopted by the Board.

                                                4.2               Qualifications of Directors.  Each Director shall be an individual of at least 18 years of age, who need not be a resident of Pennsylvania.

                                                4.3               Number, Election and Term of Directors.  The Board of Directors shall consist of not fewer than five (5) nor more than fifteen (15) persons.  Directors shall be chosen annually by ballot of the Members at the annual meeting of the Members and shall serve for terms of three years and until their successors are elected and qualified.  As nearly as possible, an equal number of terms shall expire each year.

                                                4.4               Removal.  Any Director may be removed from office,  with or without the assignment of any cause, by a vote of a majority of Directors in office, or of Members present, at a duly convened meeting of the Board or Members, as the case may be, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting.  No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

                                                4.5               Quorum.  A majority of all Directors shall constitute a quorum for the transaction of business at any meeting, and the acts of a majority of the Directors present at a duly convened meeting at which a quorum is present shall be the acts of the Board, unless a greater number is required by the Act or these Bylaws.

                                                4.6