SECTION 1-Name & Address:
The name of this organization shall be Center for Community Action (CCA), hereinafter
referred to as Agency, a private, non-profit corporation, with its principal office in
Everett, Bedford County, Pennsylvania with a satellite office locate in Huntingdon
SECTION 2-Organizational Name:
On October 25, 2004, the Administration Board of Keystone Community Action
Program, (KCAP), a public non-profit organization serving Bedford, Fulton, and
Huntingdon Counties, unanimously voted to move forward with the privatization of the
KCAP. At another meeting on January 06, 2005, the Administrative Board met with
representatives from the Community Action Association of Pennsylvania (CAAP) and
the Department of Community & Economic Development (DCED), to consider their
options for privatization. On March 07, 2005, the unanimous decision was made by the
Administrative Board of the Keystone CAP to merge with Center for Community
Services. Effective July 01, 2005, and on behalf of Governor Edward Rendell, DCED
designated Center for Community Services as the community action agency serving
Bedford, Fulton, and Huntingdon Counties. On December 14, 2006, the agency officially
became Center for Community Action.
The purpose of Center for Community Action is to provide a better focus on the availability of
local, state, private, and federal resources upon the goal of empowering low-income families,
persons with disabilities, the elderly and low-income individuals of all ages, to attain skills,
knowledge, and motivation and supportive services to secure the opportunities needed for them
to become self-sufficient. Thus, the overall result of this purpose is to make the entire
community more responsive to the needs and interests of the low-income, disabled, and elderly
by mobilizing resources and bringing about a greater sense of awareness and sensitivity to these issues. The Agency will provide a range of services and activities which have a measurable and
potentially major impact on the causes of poverty in Bedford, Fulton, and Huntingdon Counties.
ARTICLE III-TRIPARTITE BOARD COMPOSITION
The Board of Directors for the Agency shall consist of a minimum of fifteen (15) members and a
maximum of eighteen (18) members.
(a) To achieve the purpose of Section 676B of the Community
Services Block Grant Reauthorization Act of 1998, board membership shall have the following composition:
A. Elected Public Officials or their Representatives One-third of the board membership must be composed
of local elected government officials currently holding office. (b)
B. Representatives of Low-Income Individuals and Families
The implicit intent of this requirement is to insure that those who currently live in areas served by the
Agency are represented so that they have a strong voice in Agency governance and direction and are
able to convey to those they represent the presence and significance of community action in their lives.
And, because some programs within Community Action Agencies, especially Head Start, also require
governance involving families being served, overall agency coordination and communications across
programs are further enhanced when a few (one or two) members of Head Start Policy councils serve on
agency tripartite boards. The Head Start regulations require that the Policy Council and the Board cannot
have identical membership.
C. Representatives of Major Groups and Interest in the Community he remaining one-third board
membership will be comprised of members having key interest and resources within the community to
guide agency actions and outcomes and may include members who are empowered by their
organizations to participate in board activities and play a role in agency outcomes.
ARTICLE IV-BOARD DUTIES AND FUNCTIONS
The duties and functions of the Board shall include, but not limited to, the following:
A. To establish personnel, organizational fiscal, and program policies, subject to all government rules and
regulations and/or government policies.
B. To enter into legally binding agreements with a Federal, State, or Local Agency or with any private
funding organization for the purpose of providing services.
C. To select the Executive Director of the Agency
D. To have the final legal and fiscal responsibility for the performance of the corporation and its activities.
E. To make final approval of all program proposals and budgets.
F. To assure compliance with the conditions of all relevant government rules and regulations and/or make government policies.
G. To set policy and establish goals for the Agency.
H. To oversee fundraising activities
I. To oversee the extent and quality of the participation of the low-income, elderly, and handicapped in the programs of the Agency
J. To determine rules and procedures for the Board, subject to all government rules and regulations and/or government policies.
K. To engage appropriate legal counsel on an as Deeded and/or contingency basis
L. To receive timely and continuous training which includes new board member orientation, training on
legal and fiduciary responsibilities, and Results Oriented Management and Accountability (ROMA).
ARTICLE V-EXECUTIVE DIRECTOR
A. The Board shall provide for the position of Executive Director who shall be Chief Executive Officer (CEO) of the Agency
B. The Personnel Committee shall screen applicants for the position and recommend no more than three (3) candidates to the Board for final selection at the next regular Board meeting.
C. At the regular meeting of the Board, the Board shall vote for one (1) of the candidates submitted by the Personnel Committee. The candidate who receives a two-thirds (2/3) majority of the votes cast shall be selected Executive Director
D. Should no candidate receive a two-thirds (2/3) majority, the two candidates receiving the highest number of votes shall be voted upon again. The candidate receiving a two-thirds (2/3) majority on the second ballot shall be selected Executive Director. If a two-thirds (213) majority is still not achieved the matter shall be referred back to the Personnel Committee.
ARTICLE VI-BOARD MEMBERSHIP
A. Terms of Membership: All Board members shall be nominated and elected to serve on the Board. The Board may designate one (1) or more members as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Each committee of the Board shall serve at the pleasure of the Board. Members of the Board shall be chosen by the Board in accordance with the Board composition as slated in Article III of these by-laws.
Board members shall serve a term of three (3) years after which time they may be re-elected to the Board.
B. Equal Opportunity: No candidate for Board membership shall be refused membership based on race, creed, sex, ethnic background, religion, age, sexual orientation, or disability.
C. The Board may declare vacant the office of the director if he/she is declared of unsound mind by the order of a court or is convicted of a felony, or if within sixty (60) days after notice of his or her selection, he/she does not accept such office either in
writing or by attending a meeting of the Board, and fulfill the requirements of qualification as the by-laws may specify.
D. The Board may approve a Director being granted inactive status for a period no longer than six (6) months, because of business or health reasons. Directors on inactive status while maintaining membership on the Board will not be counted as part of a quorum for meetings.
E. No member of the Board shall receive compensation merely for acting as a director. Any
director or officer of the corporation is authorized to receive reasonable compensation
from the corporation for services rendered and for actual expenses incurred when
authorized by the Board of Directors or its designee.
A. All members of the Board shall have one vote each
B. Voting by proxy is expressly prohibited
C. All Board and Committee actions require a majority vote for approval. EXCEPTION:
the dismissal of the Executive Director and dissolution of the corporation requires a two-thirds (2/3) vote of the Board membership.
ARTICLE VIII-BOARD MEETINGS
A. The corporation's fiscal year is July 01 through June 30. An annual meeting will take place in June at which time Board members and Officers will be elected and the budget approved for the following year.
B. The regular meetings of the Board will be held at times and places designated by the Special meetings of the Board may be called at the discretion of the Board President provided all members have at least three (3) days’ notice.
C. All Board meetings are open to the public. EXCEPTION: Meetings in which personnel, litigation, or property matters are discussed will be held in closed session.
D. All Board meetings and committee meetings will be held in accordance with the general rules of parliamentary procedure.
E. Any Board member may request a roll call vote on any issue considered by the Board. Barring this request, the votes shall be recorded by voice of the yeas and nays.
F. Board members may be subject to removal from the Board if they have been absent from three (3) consecutive meetings, or consistently fail to notify the Executive Director or Board President of absence, within at least two (2) hours prior to a meeting.
G. Quorums: In order to conduct the business of the corporation, or its committees, in a timely and effective fashion, a quorum shall consist of 50% of the standing members present at any meeting. One or more persons may participate in a meeting of the Board and/or a committee of the Board by means of the conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
A. The officers of the corporation shall be : President, Vice –President, Treasurer,
President: The President presides over the meetings of the Board, serves as
Chairperson of the Executive Committee, signs checks, contracts, agreements on behalf of the Board; serves as ex-officer member of all standing committees; ensures the effective functioning of the Board and its committees.
Vice President: Acts in absence of the President. If the office of President becomes vacant during the year, the Vice President shall serve as President until next annual election of officers.
Secretary: Chief corresponding member of the Board responsible for seeing that the
minutes of each board meeting are taken and compiled. The Secretary will review and
submit the minutes to the Board for approval. He/She is responsible for the minutes of
the Executive Committee meetings, and for insuring all appropriate
Treasurer: Reports and reviews the fiscal status of the corporation and acts to insure the
fiscal integrity of the corporation. Treasurer serves as Chairperson of the
Development & Finance Committee.
C. All officers of the corporation shall be bonded and have authority to sign checks.
D. Terms of Office: All officers of the Board shall be elected by majority vote to a one-year
term of office. Officers may be elected to the office but under no circumstances may any
officer hold his/her office for more than three (3) consecutive years.
A. Committee and Duties
1. Executive Committee acts on all routine matters when a full board meeting is not
possible. EXCEPTION: The Executive Committee may not:
a. Vote to dismiss the Executive Director
b. Vote to dissolve the corporation
c. Vote to dismiss any staff person
d. Vote to select board members
e. Approve or disapprove personnel policies
f. Vote to resolve litigation against the corporation
Violation of these provisions will result in dismissal from the Board.
Committee comprised of: President, Vice President, Secretary, Treasurer, and one (1) member
elected by the Board President serves as Chairperson of this committee.
2. Personnel Committee reviews and recommends changes and additions to the agency's personnel
policies for consideration by the fall Board; is the first Board involvement in the grievance
procedure; interviews and makes recommendations for the selection or dismissal of the Executive
Director; insures corporation is in compliance with all applicable equal employment opportunity laws and regulations; reviews and makes recommendations regarding the agency salary scale.
Committee comprised of: A minimum of three (3) members elected from the
3. Development & Finance Committee is responsible for reviewing needs assessments and planning
documents, monitoring the progress of current projects, and the recommendation of new program
components and projects which will fulfill a need in the community.
Committee comprised of: The Treasurer and a minimum of two (2) members elected by the
Board. The Treasurer serves as Chairperson of this committee.
4. By-Laws & Nominating Committee make the necessary recommendations to the Board for
revisions and/or additions to the corporation's by-laws. Responsible for the annual review of by-
laws to insure that they enable the Board and its committees to function effectively and to assure
that the by-laws are in compliance with applicable government instructions. This committee is responsible for recruiting, screening, and selecting private organizations to fill the public, private organization, or individual's sector component as outlined in Article III of these by-laws.
Committee comprised of. A minimum of three (3) members elected by the Board
5. Ad Hoc Committees The Board may, from time to time, authorize an ad hoe committee to be
formed to work on a specific project. Ad hoc committees do not vote on committee business but
rather present their work to the Board for election. These committees shall cease to function when
the authorized project is completed.
B. Committee meetings shall be called at the discretion of the committee Chairperson provided each
committee member receives an advance notice of three (3) working days. EXCEPTION: the Executive
Committee may meet at the discretion of the President of the Board.
C. Any voting action taken by a committee is not final until approved or disapproved by the full Board.
D. Tri county representation will occur on all committees. (Approved by the Board of Directors February 8,
ARTICLE XI-CONFLICT OF INTEREST
A. The Agency's business practices of its directors, officers, and employees shall meet the highest ethical
standards. Any director who disregards or violates the provisions of this policy will be subject to
B. 1. Directors may not willfully act as an attorney, consultant, agent, broker, or employee for any
customer's business dealings with the Agency.
2. Directors may not accept gifts, given or provided, services, or favors from a person, firm,
corporation, or government agency doing business with the Agency to obtain special treatment or
benefits to obtain special treatment of benefits.
3. Directors or personnel may not have an interest, direct or indirect, in any real property which the
Agency has an interest in unless after full disclosure, a majority of the Directors waive this
prohibition. This prohibition extends to spouses of Directors as well.
4. Directors may not represent the Agency in any transaction if their personal interests might conflict
with those of the Agency.
5. Directors of the Board shall abstain from voting on or actively participating in those matters which
involve business dealings between the Agency and any other business, outside organization, or
group with which the Director is affiliated or holds an investment. The prohibitions stated in this
paragraph shall extend to voting or participating both at the Agency and other businesses,
organizations, or outside groups. In addition, insider information must not be used for personal
C. Bribes, kickbacks, or other payments to obtain special treatment or benefits for the Agency are strictly
1. All Agency business will be awarded and accepted purely upon business considerations and
Directors may not accept compensation in any form for placing or accepting Agency business-
2. Directors may not accept compensation for publicly representing the Agency. However, with Board
approval, an honorarium made to cover reimbursed expenses may be accepted.
D. Directors may not disclose to unauthorized persons any confidential information or records concerning
the affairs of the Agency or its customers. Within the agency, disclosure of such information should be
guided by good business practice, generally to those persons whose duties require and permit them to
have access to such information.
E. Directors are encouraged to participate in community affairs. Directors may not use the Agency's name
or facilities for campaign purposes though they may, of course, disclose their affiliation with the
F. Directors may not make gifts or contributions to any political committee, candidate or party in the name
of or on behalf of the Agency, except as authorized by the Board in compliance with the law.
G. Directors must make Agency decisions without discrimination on the basis of race, creed, sex, ethnic
background, age, sexual orientation, or disability.
H. Directors who become aware of any illegal conduct affecting the Agency on the part of any director,
officer, or employee of the Agency must inform the Board immediately.
I. Prior to the termination of any Director from the Board for a conflict of interest, the Director must be
afforded due process including a hearing before the Board and adequate notice of the hearing. Removal
must be approved by at least two-thirds (2/3) of those members in attendance at the hearing.
J. If a Director is terminated, the Board Secretary shall notify the target group or the organization
represented that their representative is no longer a Director of the Board and that a new representative
must be elected. However, in cases where an alternate was chosen, the alternate may serve if the target
group or organization approves of such a designation.
K. Termination for Other Reasons
A Director may be removed for behavior which is illegal, grossly negligent, antagonistic, malicious,
conspiratorial, or destructive. Antagonistic acts include behaviors that violate civil laws and seriously
impede or oppose Agency operations, including the following:
1. Destroying any Agency property
2. Possessing concealed firearms or illegal weapons
3. Falsifying records
4. Stealing or embezzling from the Agency or any of its employees
L. When the seat of a public sector professional who is not a representative of a private organization is
vacant, the By-Laws and Nominating Committee shall select a representative in accordance with the
procedures outlined in Article X, Section 4.
M. When the seat of the representative of a target group is vacant and no alternate has been selected, the
Board shall notify the target group to select another representative in accordance with the procedures
outlined in Article X, Section 4. If the target group has disbanded, the By-Laws and Nominating
Committee shall designate a target group representative in accordance with Article X, Section 4.
N. No persons may serve on the Board if the Agency employs the Board member's husband/wife,
son/daughter, grandson/granddaughter, son-in-law/daughter-in-law, nephew/niece, and uncle/aunt.
O. No employee of the Agency shall serve on the Board. No Board Member shall be an employee of the
P. Compensation: No member of the Board shall receive compensation merely for acting as a Director.
Any Director or Officer of the corporation is authorized to receive reasonable compensation from the
corporation for services rendered and for actual expenses incurred when authorized by the Board of
Directors or its designee.
Q. Liability of Directors
1. Standard of Care—A Director shall stand in fiduciary relations to the Agency and shall perform his
duties as a Director, including his/her duties as a member of any committee or Board of Directors, in
good faith, in a manner he/she reasonably believes to be in the best interests of the Agency, and
2. with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary prudence
would use under similar circumstances. In performing his/her duties, a Director shall be entitled to rely
in good faith on information, opinions, reports, or statements and other financial data, prepared or
presented by any of the following: a.) one or more officers of the Agency whom the director reasonably
believes to be reliable and competent in the matter presented; b.) counsel, public accountants or other
persons as to matters which the Board Member reasonably believes to be within the professional or
expert competence of such persons, or, c.) a committee of the Board which he/she does not serve, duly
designated in accordance with the 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 he/she has knowledge concerning the matter in question which would cause his/her reliance
to be unwarranted.
3. Consideration of Factors-In discharging their duties, Directors may, in considering the best interests
of the Agency, consider the effects of any action upon persons served by the Agency, employees and
suppliers of the Agency, and upon communities which the Agency serves, as well as all other pertinent factors.
4. Liability for Monetary Damages A Director shall not be personally liable for any action taken, or a
failure to take any action, unless; a.) The Director has breached or failed to perform the duties of his/her
office under paragraphs 1 and 2 herein; and b.) The breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness. In the absence of a breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a Director or failure to take any action shall be presumed to be in the best
interests of the Agency. The provisions of this section shall not apply to (i) the responsibility or
liability of a Director pursuant to any criminal statue; (ii) the liability of a Director for the payment of
taxes pursuant to local, state, or federal law.
1. Directors, Officers, and others The Agency may indemnify any Director or Officer, and may
indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to,
or is called as a witness in any threat pending, or completed action, suit, or proceedings, whether civil,
criminal, administrative, or investigative, including any action by or in the right of the Agency, by
reason of the fact that he/she is or was a Director of the Agency as a Director, Officer, employee, or
agent of another association or other enterprise, against expenses (including attorney's fees) judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification
determined by a court to have constituted willful misconduct or recklessness.
2. Advance Payment-The Agency may pay expenses incurred by an Officer, Director, other employee or
agent, in defending a civil or criminal action, suit or proceeding, in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay
such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the
3. Continued Benefit-The indemnification provided herein shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or
agent and shall in-are to the benefit of the heirs, executors and administrators of such person.
ARTICLE X11 PROCEDURAL MATTERS
A. The hiring of all personnel, except the Executive Director, rests with the Executive Director or his/her
B. All inquiries from Board Members regarding the business of the agency are to be first discussed with
the Executive Director.
C. No employee of the Agency may bring any matter to the attention of the Board without first discussing
it with the Executive Director.
D. The Executive Director, by virtue of his/her position may attend any meeting of the Board or its
committees, and he/she shall be informed of the time and place of any and all meetings. EXCEPTION:
The only meeting closed to the Executive Director would be a board meeting in closed session which
discusses the evaluation, hiring or dismissal of the Executive Director.
E. Any Board Member who violates any part of these by-laws may be dismissed from the Board.
ARTICLE XIII-DISSOLUTION OF THE CORPORATION
A. The Agency shall be voluntarily dissolved whenever two-thirds (2/3) of the Directors vote at three (3)
consecutive regular meetings to discontinue the corporation. The Secretary shall notify, in writing, all
Directors at least seven (7) days before each meeting informing them that ALL Directors must be
present to vote on this matter
B. In the event the corporation should be dissolved, any assets would be disposed of as
1. All outstanding debts shall be paid as funds permit.
2. Any physical and or cash assets will be returned to those funding sources having
such rights to said assets.
3. Assets not covered in 42 of this article will be distributed to nonprofit charitable
organizations in accordance with a disposition plan approved by the
C. No Board Member may take pecuniary gain from the dissolution of the corporation
(a)Revision approved by the Board of Directors November 9, 2011
(b)Revision approved by the Board of Directors November 9, 2011
(c ) Revision approved by the Board of Director February 8, 2012