ARTICLE I - Name and Address

• Section 1.01 The name of this Corporation is THE ACADEMY OF THE NEW CHURCH.

• Section 1.02 The place of business and principal office of the Corporation shall be at 2815 Huntingdon Pike, in the Borough of Bryn Athyn, County of Montgomery, Commonwealth of Pennsylvania.

ARTICLE II - Purpose

• Section 2.01 The Academy of the New Church shall be for the purpose of propagating the Heavenly Doctrines of the New Jerusalem, and establishing the New Church signified in the Apocalypse by the New Jerusalem, promoting education in all of its various forms, educating young men for the ministry, publishing books, pamphlets and other printed matter, and establishing a Library.

• Section 2.02 In furtherance of these purposes, and to make clear the relationship of this Corporation to the unincorporated General Church of the New Jerusalem, the Executive Bishop of the General Church of the New Jerusalem shall be Chancellor of this Corporation, and the ecclesiastical affairs of the Academy, including the religious instruction given in the schools, shall be placed under his supervision.

ARTICLE III - Membership of the Corporation

• Section 3.01. If they are not elected members of the Corporation, the Chancellor, the President, the Vice President, and the Treasurer, and the Secretary shall be Ex-Officio members of the Corporation for the duration of their terms of office. Other persons, who shall be members of the General Church of the New Jerusalem, become members of this Corporation upon receiving the affirmative vote of at least three-fourths of the members present at any annual meeting or at a special meeting called for that purpose. The total number of elected members of the Corporation shall not exceed one hundred (100). Vacancies in elective members arising from any cause may be filled by the remaining members of the Corporation present at any annual meeting or at a special meeting called for that purpose; provided, that no more than five (5) previously unfilled vacancies arising from an increase in the total permitted number of elected members may be filled in any one year. All voting under this section shall be by secret ballot.

  [Amended May 4, 2002 and May 3, 2003].

• Section 3.02 Except as provided in Sections 3.04 and 3.05, the membership of a member of the Corporation elected prior to October 31, 1983 shall continue until the Annual Meeting following the member's attaining seventy-eight (78).

  [Amended May 1, 2004 to increase age to 78].

• Section 3.03 A member elected after October 21, 1983 may serve an initial term of six (6) years; and such a member shall be eligible for election to additional six (6) year terms. However, if, at the expiration of a member’s six-year term, the member is also serving an unexpired term as a Trustee of the Corporation, then the member’s term on the Corporation shall be extended to the Annual Meeting following the end of the member’s term as a Trustee, except that neither elected membership on the Corporation nor membership on the Board shall continue beyond the Annual Meeting following the member's reaching age seventy-eight (78), and such membership shall be subject to the termination provisions of Section 3.04 a. – d. and 3.10 hereof.

  [Amended May 1, 2004 to increase age to 78, to clarify provision and change director to trustee].

• Section 3.04 Membership shall terminate prior to a member's attaining age seventy-two (72) if the member

  • Resigns such membership,
  • Resigns, withdraws from, or has membership in the General Church of the New Jerusalem terminated,
  • Is not reelected following the end of any term (applies only to members elected after October 31, 1983), or
  • Is removed from membership by formal action on a petition for such removal by a majority of the whole membership of the Corporation at any Annual, Semiannual, or Special Meeting, provided that the notice of such meeting shall have made reference to the fact that such a petition shall be considered.

   

• Section 3.05 Termination of Elected Membership. In addition of the provisions of Section 3.04, membership of an elected member shall terminate if
  • the member becomes an associate or emeritus member;
  • The member becomes a full-time employee of the Corporation, in which event the member shall automatically become an Associate member, or
  • any of the conditions in Section 3.04 occur.
  [Adopted May 1, 2004]
• Section 3.06 Emeritus Membership: At the end of the first Annual Meeting after an elected member of the Corporation reaches the age of seventy-eight (78) years, that member shall become an Emeritus Member of the Corporation. An elected member who is at least sixty-five (65) years old and who has served at least six (6) years as an elected member may choose to become an Emeritus member. Emeritus members who are less than seventy-eight (78) years old at the time of adoption of this section may return to elected membership, but will not count toward the total membership authorized in Section 3.01 hereof. Emeritus members shall have all the rights and privileges of elected members of the Corporation, except that they shall not be considered a part of the membership for purposes of Sections 13.01 and 13.02 and shall not have the right to vote on any matter (including the election of members (Section 3.01) and Trustees (Section 6.02) and on amendments to the bylaws (Sections 13.01 and 13.02)), to serve on the Board of Trustees, to petition for the removal of members and to call special meetings of the Corporation. Emeritus membership in the Corporation shall continue for life unless the member is expelled from membership in the Corporation pursuant to the provisions of Section 3.11 of this Article.
  [Adopted May 1, 2004]
• Section 3.07 Associate Membership: Any member of the General Church of the New Jerusalem (unincorporated) who has been enrolled as a member of that Church for at least three years and who meets and accepts such Criteria and Guidelines for Associate Membership as may be established by Resolution of the Elected Membership may become an Associate Member of this Corporation upon application to and acceptance by a committee appointed by members of the Corporation.
  [Adopted May 1, 2004]
• Section 3.08 Powers and Duties of Associate Members: An Associate Member may attend and participate in the Annual and Semi-Annual meetings of the Corporation, but they shall not be considered a part of the membership for purposes of Sections 13.01 and 13.02 or have the rights or duties of elected members of the Corporation, including any right to vote on any Corporation matter (including the election of members (Section 3.01) and Trustees (Section 6.02) and on amendments to the bylaws (Sections 13.01 and 13.02)), or to serve on the Board of Trustees, to petition for the removal of members, or to call special meetings of the Corporation.
  [Adopted May 1, 2004]
• Section 3.09 Termination of Associate Membership: The membership of an Associate Member shall terminate if the member:
  • Resigns such membership;
  • Resigns, withdraws from, or has membership in the General Church of the New Jerusalem (unincorporated) terminated;
  • Becomes an elected member of the Corporation; or
  • Is removed from membership by formal action by a majority of the elected membership of the Corporation at any Annual, Semiannual, or Special Meeting, on a petition for such removal, in accordance with the procedures set forth in Section 3.11 hereof; provided, that notice of the proposed action shall be contained in the notice of such meeting.
  [Adopted May 1, 2004]
• Section 3.10 Ex Officio Membership: Ex-officio members of the Corporation shall have all rights of membership, including the right to vote, except they shall not be counted towards a quorum for any meeting of the Corporation or Board of Trustees.
  [Adopted May 1, 2004]
• Section 3.11 Removal from Membership: Fifteen (15) elected members of the Corporation may petition for the removal of an Associate, Elected or Emeritus member. Such petition shall state specific reasons for which the petitioners are requesting removal of the said member and shall be filed with the Secretary, together with a copy to be forwarded to the affected member, at least thirty (30) days prior to the meeting of the Corporation at which the petition is to be considered. The affected member shall have the right to make an oral or written response to the petition prior to or during the meeting at which the petition is to be considered and/or may be represented at that meeting by another member of the Corporation. A vote of a majority of the elected membership is required for removal of any Associate, Elected or Emeritus Corporation member.
  [Adopted May 1, 2004 and derived in large part from former sections 3.05, 3.06 and 3.07 dealing with removal and “advisory members” of the Corporation].

ARTICLE IV - Powers and Duties of the Corporation

• Section 4.01 The Corporation shall have ultimate responsibility for carrying out the Charter purposes. It shall elect Members and Trustees and it shall have the right to remove them, subject to the provisions of these Bylaws.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 4.02 The Directors or Board of Finance called for in the Charter shall be known as the Board of Trustees. The Corporation shall have the right to delegate to the Board of Trustees such responsibilities and duties as it deems appropriate in connection with the business, management, and operations of the Corporation. Certain responsibilities and duties have been so delegated through these Bylaws. The removal of those responsibilities and duties shall be done by amending the Bylaws.
  [Amended May 1, 2004 to reflect change of board designation to a board of trustees].

• Section 4.03 The Corporation shall, by such means as are available to it, including receipt of reports and information from the Chancellor, the President, and the Board of Trustees, satisfy itself that those responsibilities and duties which it has delegated are being carried out in accordance with the Charter purposes.
  [Amended May 1, 2004 to substitute trustee for director]

ARTICLE V - Meetings of the Corporation

• Section 5.01 The Annual Meeting of the Corporation shall be held at such time in the month of October in each year as shall be fixed by the President, but if the President in any year shall fail on or before the first day of October to fix a time for the Annual Meeting, such Meeting shall be held on the third Saturday of October at three o'clock p.m.

  [Amended May 4, 2002]

• Section 5.02 The Semi-Annual Meeting of the Corporation shall be held at such time in the month of May in each year as shall be fixed by the President, but if the President in any year shall fail on or before the fifteenth day of April to fix a time for the Semi-Annual Meeting, such meeting shall be held on the second Friday of May at 3:30 o’clock p.m.

  [Amended May 4, 2002]

• Section 5.03 Special Meetings of the Corporation may be held at the call of the Chancellor, the President or any five (5) elected members. No business shall be transacted unless it shall have been specified in the written notice of the meeting.

  [Amended May 4, 2002; Amended May 1, 2004 to add the word “elected”].

• Section 5.04 Annual Meetings, Semi-Annual Meetings or Special Meetings of the Corporation may be held at the principal office of the Corporation or at such other place within or without the Commonwealth of Pennsylvania as shall be specified in the notice of the meeting.

• Section 5.05 A written or printed notice of each Annual Meeting and Semi-Annual Meeting, setting forth the time and place of the meeting and signed by the President or Secretary shall be mailed to the last known address of each member of the Corporation, at least twenty (20) days prior to the day of the meeting.

  [Amended May 4, 2002]

• Section 5.06 A written or printed notice of each Special Meeting, setting forth the time and place of and business to come before the meeting and signed by the Chancellor, the President or Secretary, shall be mailed to each elected and ex officio member of the Corporation, as provided in the case of notices of Annual Meetings.

  [Amended May 4, 2002; Amended May 1, 2004 to add “elected and ex officio”]

• Section 5.07 One third of the elected members of the Corporation shall constitute a quorum for the transaction of any business at any Annual, Semi-Annual, or Special Meeting.
  [Amended May 3, 2003; Amended May 1, 2004 to increase the quorum to one third of “elected” members and delete unnecessary removal provisions incorporated in section 3.11].

• Section 5.08 Any member of the Corporation who is unable to attend any Annual or Semi-Annual Meeting may cast his or her vote for the election of Trustees or on any proposed bylaws amendment by absentee ballot in accordance with such procedures as may be established by resolution of this Corporation.

  [Adopted October 18, 2002 (formerly Section 6.10 as amended; Amended May 1, 2004 change directors to trustees].

ARTICLE VI - Membership of the Board of Trustees

• Section 6.01 The Board of Trustees shall consist of eighteen (18) elected members, unless a vacancy shall occur pursuant to Section 6.03 and no more than two priest advisory members appointed under the provisions of section 10.01.g. All of the elected Trustees shall be elected members of the Corporation. In addition, if they are not elected Trustees, the Chancellor, the President, the Vice President, the Treasurer, and the Secretary, shall be ex-officio members of the Board of Trustees for the duration of their respective terms of office. Anyone elected as a Trustee after October 31, 1983, who becomes an employee of this corporation shall, upon such employment, automatically be terminated as an elected Trustee.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 6.02 The elected Trustees shall be divided into three (3) groups with six (6) Trustees in each group. At each Semi-Annual Meeting, the elected members of the Corporation shall elect, for terms of three (3) years, six (6) Trustees as successors to that group of Trustees whose terms expire at that time, and may fill any vacancy in any other group for the unexpired term of that group. All elections under this Section shall be by secret ballot. Any elected Trustee shall continue in office until his or her successor has been elected, subject to the provisions of Section 6.03.

  [Amended May 4, 2002; Amended May 1, 2004 to add the word “elected” and change director to trustee].

• Section 6.03 The term of an elected Trustee shall terminate when that Trustee

  • No longer is an elected member of the Corporation;
  • Resigns such Trusteeship;
  • Is not reelected as a Trustee following the end of any term; or
  • Is removed from Trusteeship by formal action on a petition for such removal. Fifteen (15) elected members of the Corporation may petition for the removal of a Trustee. Such petition shall state specific reasons for which the petitioners are requesting removal of the said member and shall be filed with the Secretary, together with a copy to be forwarded to the affected member, at least thirty (30) days prior to the meeting of the Corporation at which the petition is to be considered. The affected member shall have the right to make an oral or written response to the petition prior to or during the meeting at which the petition is to be considered and/or may be represented at that meeting by another member of the Corporation. A vote of a majority of the elected membership is required for removal of an elected Trustee.

  [Amended May 4, 2002; Amended May 1, 2004 to add the requirement that a Trustee be an elected member and to create a removal procedure that parallels that which applies to members].

• Section 6.04 The Board of Trustees may at any meeting of the Board fill any elected Trusteeship then vacant in any group for whatever reason, and any Trustee so elected shall hold office until the next Semi-Annual Meeting.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 6.05 No elected Trustee who has served for nine (9) or more consecutive years shall be reelected unless and until that Trustee shall have had a break in service at least until the next Semi-Annual Meeting. This section shall not apply to reelection of any Trustee who in the judgment of the Nominating committee is providing some important service to the Corporation that would be harmed by that Trustee's removal as an elected Trustee.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 6.06 A Trustee of this Corporation shall cease to be eligible to serve as a Trustee immediately following the Semi-Annual Meeting of this Corporation after the Trustee reaches the age of seventy-eight (78) years.

  [Formerly section 6.08, which was amended May 4, 2002; Amended on May 1, 2004 to renumber and increase age to 78].

ARTICLE VII - Power and Duties of the Board of Trustees

• Section 7.01 Subject to the provisions of Article IV hereof, dealing with Powers and Duties of the Corporation, the business of the Corporation shall be managed by the Board of Trustees. Priest Advisory Members of the Board of Trustees shall have all rights and privileges of Trustees except the right to vote.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 7.02 The Board of Trustees shall elect all officers of the Corporation except the Chancellor.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 7.03 Subject to any directions in the trust instrument by which any real or personal property, money or other funds are given, granted, conveyed, bequeathed, devised to, or otherwise vested in, this Corporation, the Board of Trustees shall at all times have full power and authority to invest the funds thus received, or the proceeds of any property thus received, or any other funds of the Corporation, in bonds and mortgages, real estate, bonds, debentures, stocks or securities of any description which are authorized investments for fiduciaries.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 7.04 The Board of Trustees of the Corporation by a resolution approved by two-thirds of the Trustees present at a regular or special meeting duly convened upon proper notice of such meeting, may at any time purchase or acquire real estate on behalf of the Corporation and by like resolution may at any time sell, lease or otherwise dispose of, in whole or in part, any real estate of the Corporation not used for the Corporation's educational purposes, and any real estate of the Corporation used for the Corporation's educational purposes which shall not have a value in excess of $50,000.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 7.05 At its meeting immediately before or after the Semi-Annual Meeting of the Corporation, the Board of Trustees shall annually elect a Vice Chair from its members. The Vice Chair shall perform such duties as may be directed by the Board, including presiding at any meeting of the Board in the absence of the Chancellor and the President, assisting the President in the appointment of Committee chairs, chairing the Executive Committee, serving ex officio on Board committees, and carrying out, at the request of the President, such non-religious and non-educational duties as may be assigned to him or her. In addition, the Vice Chair shall annually provide the Board with a report setting goals and assessing progress.
  [Adopted May 3, 2003; Amended May 1, 2004 to substitute trustee for director]
  
• Section 7.06 Nominations for Vice Chair shall be conducted pursuant to written resolution of the Board. A Board member in his/her first year of service shall not be eligible to serve as Vice Chair. A Vice Chair may not serve in that position for more than three years out of any nine year period where the Vice Chair has continuously served as a Trustee.
  [Adopted May 3, 2003; Amended May 1, 2004 to substitute trustee for director]
• Section 7.07 Following the Semi-Annual Meeting of the Corporation, the Board of Trustees shall either appoint members of the Corporation to a nominating committee or delegate to the President or some other officer the appointment of a nominating committee. The Nominating Committee shall serve for one year and shall consider and nominate persons eligible for election to the Corporation and to the Board of Trustees. The composition of the Nominating Committee and the procedures to be used by it shall be established by resolution of the Corporation. [Adopted May 1, 2004]
  

ARTICLE VIII - Meetings of the Board of Trustees

• Section 8.01 Regular meetings of the Board of Trustees shall be held on such days as shall be fixed by the President. Written notice of each regular meeting shall be mailed to each Trustee at least five (5) days prior to the meeting. This requirement may be satisfied by sending in one or more advance mailings a schedule of more than one meeting, provided that such mailing or mailings shall be sent to each Trustee at least five (5) days prior to the first meeting listed on such schedule.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 8.02. Special Meetings of the Board of Trustees may at any time be held at the call of the Chancellor, the President, or any five (5) members of the Board of Trustees. Written notice of each Special Meeting, specifying the business to be transacted at such meeting, shall be given to each Trustee by any commercially reasonable means, including: (1) by regular mail at least ten (10) days prior to the meeting; (2) by facsimile or electronic mail at least five (5) days prior to the meeting or (3) by delivering the notice to the Trustee or reading it to the Trustee at least three (3) days prior to the meeting.
  [Amended May 4, 2002; Amended May 3, 2003; Amended May 1, 2004 to substitute trustee for director]
  

• Section 8.03 Seven (7) members of the Board of Trustees shall constitute a quorum for the transaction of any business.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 8.04 Meetings of the Board of Trustees may be held at the Corporation's principal place of business or at such places as the Board of Trustees may hereafter from time to time determine.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 8.05 Any objection to or defect in the notice of any regular or special meeting shall be deemed waived by the Trustee if the Trustee appears at the meeting or fails to object at the next regular meeting to any actions taken at the meeting for which the Trustee asserts that proper notice was not given.
  [Adopted May 3, 2003; Amended May 1, 2004 to substitute trustee for director]

ARTICLE IX - Nomination, Election and Removal of Officers

• Section 9.01 All officers of the Corporation shall be members of the General Church of the New Jerusalem. In addition to the Chancellor, the officers of this Corporation shall include a President, a Vice President, a Treasurer, and a Secretary. The Board of Trustees may also elect such additional officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties, as from time to time may be fixed and prescribed by the Board. Any two or more offices may be held by the same person, except the offices of Chancellor, President and Secretary.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]]

• Section 9.02 A candidate for the office of President shall be nominated by the Chancellor. The candidate shall be a priest of the General Church of the New Jerusalem unless a suitable candidate is not found among the priesthood. Upon election by the Board of Trustees, the President shall serve for a term of three years. Upon re-nomination and reelection the President may serve for two additional terms of three years each. If the Chancellor shall determine that the interests of the Corporation will best be served by extending the President's term of office beyond the third consecutive three-year term, the Chancellor may re-nominate and the Board of Trustees may reelect the incumbent President for a term of one additional year, which may be further extended by similar process at yearly intervals. Prior to making the initial nomination the Chancellor shall take counsel from a committee of the Corporation appointed by him for this purpose. Prior to each re-nomination of a candidate for the office of President, the Chancellor shall take counsel from the Board of Trustees in Executive Session chaired by the Chancellor.
  [Amended May 4, 2002 and May 3, 2003; Amended May 1, 2004 to substitute trustee for director]

• Section 9.03 Candidates for the offices of Treasurer and Vice President shall be nominated by the President. Upon election by the Board of Trustees, the Treasurer and the Vice President shall each serve for a term of three years. Upon re-nomination and reelection the Treasurer and the Vice President may each serve for additional terms of three years each. Prior to making the initial nomination and each re-nomination of a candidate for either the office of Treasurer or the office of Vice President, the President shall take counsel from the Chancellor and from a committee of the Board of Trustees appointed by the President for this purpose.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 9.04 At its first meeting following the Annual Meeting of the Corporation, the Board of Trustees shall elect a Secretary, who shall serve for one year and until a successor is elected.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 9.05 Any officer other than the Chancellor may be removed from office at any time by request of the President upon a majority vote of all elected Trustees, or by a two-thirds vote of all elected Trustees upon the motion of a Trustee. The President may be removed from office by the Chancellor, as provided in section 10.01.e. The Vice President may be removed from office by the President, as provided in Section 10.02.h. Vacancies occurring in any office because of such removal or for any other reason shall be filled in accordance with the applicable procedures of this Article.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

ARTICLE X - Duties and Powers of Officers

• Section 10.01 The Chancellor shall:

  • Preside at special meetings of the Corporation or the Board of Trustees as may be called by him and shall have the right to preside at any other meeting of the Corporation or Board of Trustees should he choose to exercise the right;
  • Place in nomination a candidate for the office of President;
  • Appoint the Dean of the Theological School, who shall be directly responsible to the Chancellor in the conduct of the affairs of that school;
  • Preside at meetings of the Theological School Faculty;
  • Have the power to remove the President from office after receiving counsel from the Board of Trustees and, as he deems appropriate, members of the Corporation and others;
  • Be an advisory member of the Board of Trustees;
  • Have the power to appoint, in his discretion, up to two priests of the General Church of the New Jerusalem to serve up to three 3-year terms as priest advisory members of the Board of Trustees, and shall have the right to remove, in his discretion, any such priest advisory member;
  • Conduct the annual review of the President; and
  • In the event of the President’s death or incapacity, perform the duties of the President as provided in section 10.02.
  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 10.02 The President shall:

  • Preside at regular and special meetings of the Corporation and the Board of Trustees, unless such meetings are called by the Chancellor or the Chancellor exercises the right to chair the meeting, as provided in section 10.01.a;
  • In conjunction with the Board of Trustees, be directly responsible to the Corporation for carrying out the charter purposes. He shall have daily supervision over the business, management, and operations of the Corporation, and except with regard to the Theological School, of the educational institution, taking responsibility for leadership in developing and implementing the institution's plans, subject to general guidance of the Chancellor in all matters relating to the Charter Purposes;
  • Appoint committees of the Corporation and the Board of Trustees;
  • Represent the institution before the public, by establishing liaison with other academic institutions and appropriate governmental authorities and by participating in educational associations on behalf of the Corporation, as well as by other means;
  • Execute all contracts required to be under seal;
  • Report regularly to the Board of Trustees and promote liaison between the Corporation and Board of Trustees and the professional staff;
  • Place in nomination candidates for the offices of Treasurer, Vice President, and Secretary after consultation with committees selected by him for that purpose; and
  • Have the power to remove the Vice President from office after receiving counsel from the Board of Trustees and, as he deems appropriate, members of the Corporation and others.
  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 10.3 The Secretary shall perform the duties usually assigned to such an office.

• Section 10.04 The Treasurer shall act as financial manager for the Corporation and shall oversee for the receipt and disbursement of its funds. The Treasurer shall be responsible for ensuring that the money of the Corporation is deposited with such financial institutions as may be prescribed by the Board of Trustees, that proper books of account are kept, and that the money so deposited shall be in the name of the Corporation and shall be withdrawn by checks with such signature or signatures as may be directed from time to time by the Board of Trustees. The Treasurer shall cause proper receipts or vouchers to be kept for all disbursements. The Treasurer shall at each Annual Meeting of the Corporation and at any other meeting thereof, when requested so to do, pursuant to the Bylaws and rules of the Corporation, or by special direction of the Board of Trustees, submit a written statement of account. The books of account shall at all times be open to the inspection of the officers and members of the Board of Trustees. If the Board of Trustees shall in its discretion so require, the Treasurer shall give a fidelity bond or bonds in such amount and with such surety as the Board of Trustees may prescribe.

  [Amended May 4, 2002; Amended May 1, 2004 to substitute trustee for director]

• Section 10.05 The Vice President shall have oversight and management responsibilities for administrative and business affairs and perform such duties as may be assigned by the President.

  [Adopted May 4, 2002]

ARTICLE XI - Indemnification

• Section 11.01 Personal Liability of Trustees. A Trustee of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, as a Trustee except to the extent that by law (including the Director's Liability Act, 42 Pa. Cons. Stat. Sec. 8361 et seq.) a Trustee's liability for monetary damages may not be limited.
  [Correction taken from 1997 version of the bylaws; Amended May 1, 2004 to substitute trustee for director]

• Section 11.02 Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including actions by or in the right of the Corporation, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Trustee or officer or member of the Corporation, or is or was serving while a Trustee or officer or member of the Corporation at the request of the Corporation as a trustee, Trustee, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees) judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
  [Amended May 1, 2004 to substitute trustee for director].

• Section 11.03 Advancement of expenses. Expenses incurred by an officer or Trustee or member of the Corporation in defending a civil or criminal action, suit or proceeding described in Section 11.02 shall be paid by the Corporation 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 the person is not entitled to be indemnified by the Corporation.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 11.04 Other Rights. The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Corporation's Articles of Incorporation, any insurance or other agreement, vote of members or Trustees or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a Trustee or officer or member of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 11.05 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, member, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a trustee, Trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of any status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of these bylaws.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 11.06 Security Fund; Indemnity Agreements. By action of the Board of Trustees (notwithstanding their interest in the transaction) the Corporation may create a fund, a trust fund, or fund of any nature, and may enter into agreements with its Trustees, officers, members, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article.
  [Amended May 1, 2004 to substitute trustee for director]

• Section 11.07 Modification. The duties of the Corporation to indemnify and to advance expenses to a Trustee, officer or member provided in this Article shall be in the nature of a contract between the Corporation and each such Trustee, officer or member and no amendment or repeal of any provision of this article, and no amendment or termination of any trust or other fund created pursuant to Section 11.06, shall alter, to the detriment of such Trustee or officer, the right of such person 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, repeal or termination.
  [Amended May 1, 2004 to substitute trustee for director]

ARTICLE XII - Miscellaneous

• Section 12.01 Corporate Seal. The seal of the Corporation shall be in such form and shall bear such words or symbols as the elected members of the Corporation may determine. The seal, a facsimile of which is hereto affixed, has been adopted as the corporate seal of this Corporation. It shall be used for all acts of the Corporation requiring its seal and shall be attested by the Secretary or Assistant Secretary of the Corporation.
  [Amended May 1, 2004 to add the word “elected”].

• Section 12.02 Fiscal Year and Audit. The fiscal year of the Corporation shall commence on the first day of July in each year and end on the thirtieth day of June the following year. At least once a year, or more often if required by the Board of Trustees, an audit of the books and accounts of the Corporation shall be made by certified public accountants to be designated by the Board of Trustees.
  [Amended May 1, 2004 to substitute trustee for director]

ARTICLE XIII - Amendments

• Section 13.01 These Bylaws may be altered, amended, or repealed by a vote of a majority, except as set forth in Section 13.02, of the membership of the Corporation at any Annual, Semiannual, or Special Meeting, provided that notice of the proposed change shall have been included in the notice of such meeting.

• Section 13.02 A vote of 75% of the membership of the Corporation shall be required to alter, amend, or repeal Article II of the Bylaws, Sections 3.01 or 3.04 of Article III, and any of the three Sections of Article XIII.

• Section 13.03 Inasmuch as Section 2.01 of Article II of the Bylaws is taken verbatim from Article II of the Charter, a vote of 75% of the members of this Corporation shall be required to alter, amend, or repeal Article II of the Charter of the Academy of the New Church.