By-Laws

ARTICLE I

Name, Offices, and Fiscal Year

1.1 Name. The name of the Organization is the Lancaster County Re-Entry Management Organization (the "RMO").

1.2 Registered Office. The registered office of the RMO in the Commonwealth of Pennsylvania shall be at 313 W. Liberty St., Suite 114, Lancaster, PA 17603, until otherwise established by a majority vote of the Board of Directors.

1.3 Fiscal Year. The fiscal year of the RMO shall be July 1 to June 30.

ARTICLE II

Mission and Vision

2.1 Mission.  The Mission of the Lancaster County Reentry Management Organization (RMO) is to achieve safer communities through reduced recidivism by providing support and assistance to people with criminal records through an intentional network of faith-based and community organizations in partnership with the criminal justice system. (March, 2015 revision)

2.2 Vision. The Vision of the Lancaster County Reentry Management Organization (RMO) is that people with criminal records will have access to the support and assistance needed to become productive citizens and remain crime-free. (March, 2015 revision)

 

ARTICLE III

Membership in the Organization

Membership in the RMO shall be open to any faith or community based organization that has an interest in providing a service to or supporting exiting inmates. Application for membership shall be by expression of interest to the Chair of the Board of Directors, in writing, no later than two weeks before the next scheduled RMO Meeting, stating the Mission of the organization, its Chief Executive Officer or a representative of the organization who will be the point of contact, and what support or service is to be provided to the exiting inmates. The Chair of the Board of Directors shall forward the Application to the RMO Board of Directors along with the announcement and Agenda of the next RMO Meeting. The RMO Board of Directors shall act on the Application at that Meeting. Membership shall require a majority vote of the Board of Directors.

ARTICLE IV

Board of Directors

4.1 Size of the Board. The Board of Directors shall consist of twenty-seven (27) members.

4.2 Composition of the Board. Each of the following eight (8) organizations from the Criminal Justice System shall have a permanent seat on the Board of Directors: the Lancaster County Commissioners, Lancaster County Probation and Parole Services, State of Pennsylvania Probation and Parole Services, District Attorney's Office, Public Defender's Office, Lancaster County Prison, Victim Services, and the Lancaster City Police. The Chief Executive Officer of each organization shall designate who that organization's representative will be.

Two additional permanent seats shall be occupied by one (1) representative of formerly incarcerated persons and (1) representative of faith-based congregations. They shall be appointed by and serve at the discretion of the Chair of the Board of Directors of the RMO.

Representatives from seventeen (17) faith based and community organizations holding membership in the RMO shall comprise the balance of the Board of Directors. The Chair of the Board of Directors, or in absence of a Board of Directors, the Chief Executive Officer of the faith based and community organization, shall designate the individual who will represent the organization on the RMO Board of Directors.

The Chair of the Board of Directors, or in absence of a Board of Directors, the Chief Executive Officer, shall designate the individual who will represent the organization on the RMO Board of Directors.

4.3 Election of Faith Based and Community Organizations to the Board of Directors. During the May Meeting which coincides with the end of the three year term of the Board of Directors, the Chair shall announce that an election of seventeen representatives from the general Membership to the Board of Directors will be held in the ensuing two months.

The Chair shall send notice of said election within three business days of the May Meeting to the general Membership of the RMO. The notice shall stipulate that the Board of Directors is seeking nominations from the general Membership to be members of the Board of Directors.

Nominations shall be sent to the Chair no later than two weeks following the request for nominations. Any member of the RMO can nominate itself or another member. Within three business days following the deadline for nominations, the Chair shall send a list of nominations to the general Membership requesting their votes (one per organization) no later than two weeks from the date that the list of nominations was sent. The Chair shall have three business days to tally the votes. In the event of a tie vote, the names of the organizations comprising the tie shall be sent to those members who voted in the initial election within three business days of the tally of the votes. Members shall have one week to cast their votes (one per organization).

Within one week of the end of the regular or tie voting, the Chair shall notify the general Membership, and separately the new Board Members, of the results of the election and those organizations elected shall constitute the new Board of Directors at the ensuing Meeting of the RMO.

All communications regarding the election of Board of Director Members shall be sent by email.

4.4 Terms. The initial members of the Board of Directors shall serve such terms as set forth in the initial appointment or election documents. After the initial election or appointment of the Board, each director elected or appointed to the Board shall hold office beginning on July 1 and remain on the Board of Directors until a successor shall have been appointed and qualified, except in the event of death, resignation or removal. The term of office of each director shall be three (3) years.

4.5 Organization. At every meeting of the Board of Directors, the Chair (or, in the case of a vacancy in the office or absence of the Chair, one of the following officers present in the order stated: the Vice Chair, if there be one, or a Chair chosen by a majority of the directors present), shall preside, and the secretary (or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretary, any person appointed by the Chair of the meeting) shall act as secretary.

4.6 Resignations. Any director of the RMO may resign at any time by giving written notice to the Chair or the secretary of the RMO. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director shall be deemed to have offered his or her resignation if he or she ceases to represent the group for whom that director was elected as a representative.

4.7 Vacancies. Vacancies of member organizations shall be filled by appointment of the chief executive officer of the respective organization. Vacancies of elected positions shall be filled by a special election of the Board at the first regularly scheduled meeting after the vacancy occurs. A director appointed to fill a vacancy shall serve the remaining unexpired term of the director whose position was vacated.

4.8 Removal. Any director may be removed by the majority of directors then in office with or without cause. A director who is so removed shall not be granted any rights to a hearing or the right to appeal the removal.

4.9 Place of Meeting. Meetings of the Board of Directors may be held at such place within or without Pennsylvania as the Board of Directors may from time to time appoint, or as may be designated in the notice of the meeting.

4.10 Annual Meeting; Election of Officers. At the last meeting of the RMO of the fiscal year when elections are held, the Board of Directors shall meet for the purpose of election of the officers, (to take office effective July 1) and the transaction of other business. Such meeting may be held at any time or place which shall be specified in a notice given as provided for special meetings of the Board of Directors in section 4.12.

4.11 Regular Meetings. Unless otherwise directed by the Chair of the Board of Directors, regular meetings of the Board of Directors shall be held on the last Wednesday of every other month starting with July of the new Fiscal Year. Location of meetings shall be designed by the Board Chair. If the date fixed for any regular meeting be a State or Federal holiday, then the meeting shall be held on the next succeeding business day, not a Saturday or Sunday, or at such other time as may be determined by Chair of the Board of Directors. At such meetings, the directors shall transact such business as may properly be brought before the meeting. Notice of regular meetings with an Agenda shall be issued by the Board Chair at least one week prior to a scheduled meeting. All RMO meetings are open to all organizations holding membership in the RMO with voting rights given only to the Board of Directors.

4.12 Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chair or by five or more of the Directors. Notice of each such meeting shall be given to each Director by telephone or email at least twenty-four (24) hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.

4.13 Quorum, Manner of Acting and Adjournment. Except as otherwise provided in these bylaws, a majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one (1) vote.
Except as otherwise specified in these bylaws, or provided by statute, the acts of a majority of all directors then in office shall be the acts of the Board of Directors.

Except as otherwise provided by law, in the absence of a quorum, a majority of the Directors present and voting may adjourn the meeting from time to time until a quorum is present. The directors shall act only as a board and the individual directors shall have no power as such, except that 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 of the directors in office and shall be filed with the secretary of the RMO.

4.14 Robert's Rules of Order. Robert's Rules of Order shall be used to conduct Committee business.

4.15 Compensation. The Board of Directors shall not be compensated for their services as such. Luncheons and reimbursement for travel expenses shall not constitute compensation.

4.16 Attendance. All directors shall be required to attend a minimum of two thirds (66%) of all Board of Directors and committee meetings to which the director is assigned during the course of a full fiscal year to maintain directorship in good standing. Failure to comply with this attendance provision can result in removal from Board of Directors per 4.8.

4.17 Powers; Personal Liability.

4.17.1 The Board of Directors shall have full power to establish and direct the policies governing the business and affairs of the RMO; and all powers of the RMO, except those specifically reserved or granted by statute or these bylaws, are hereby granted to and vested in the Board of Directors.

4.17.2 A director of the RMO shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under Section 5712 of Title 15 of the Pennsylvania Statutes (relating to standard of care and justifiable reliance), and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or Federal laws.

ARTICLE V

Officers

5.1 Number and Qualifications. The officers of the RMO, elected from within the Board of Directors, shall be a Chair, Vice Chair, Secretary, Treasurer, and such other officers as may be elected in accordance with the provisions of Section 5.3. The officers shall be natural persons of majority age.

5.2 Election and Term of Office. The Officers of the RMO shall be elected by the Board of Directors. When, in accordance with Section 4.3, the Chair calls for nominations to the Board of Directors, the Chair shall also call for nominations of Officers. The Nominees shall be announced at the ensuring meeting of the Board of Directors. Nominations from the floor shall be accepted. When nominations are closed, the Chair shall call for a vote. Successful Officers will serve for the ensuing three years or until their successors are elected when the term ends or due to death, resignation or removal.

5.3 Subordinate Officers, Committees and Agents. The Board of Directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the RMO may require, including one Chair, one or more vice chairmen, a president, one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and officers, committees, employees or other agents.

5.4 Resignation. Any officer of the RMO may resign at any time by giving written notice to the Chair or the secretary of the RMO. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer shall be deemed to have offered his or her resignation if he or she ceases to represent the group for whom that director was elected as a representative.

5.5 Removal. Any officer of the RMO may be removed, either for or without cause, by the Board of Directors or other authority which elected, retained or appointed such officer whenever in judgment of such authority the best interests of the RMO will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

5.6 Vacancies. If the office of any officer becomes vacant for any reason, the Board of Directors may appoint a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

5.7 General Powers. All officers of the RMO, as between themselves and the RMO, shall respectively have such authority and perform such duties in the management of the property and affairs of the RMO as may be determined by resolutions or orders of the Board of Directors, or, in the absence of controlling provisions in resolutions or orders of the Board of Directors, as may be provided in these bylaws.

5.8 Chief Executives. The executive officers of the RMO shall be chosen by the Board of Directors and shall be the Chair of the Board of Directors, Vice Chair, if deemed necessary, Secretary, Treasurer and such other officers and assistant officers as the needs of the RMO may require. The officers shall hold their offices for a term of three years, corresponding to the fiscal year of the RMO, and shall have such authority and shall perform such duties as are provided by the bylaws and as shall from time to time be prescribed by the Board of Directors. No Chair or Vice-Chair may hold such office for more than two terms. The Secretary and Treasurer may hold such offices for an unlimited number of terms. Any number of offices may be held by the same person. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise. The RMO shall pay for the cost of the fidelity bond.

5.9 Chair. The Chair shall be the chief executive officer of the RMO, and shall preside at all meetings of the Board of Directors and of the Executive Committee. The Chair shall lead the development of the Board of Director's policies, represent the Board of Directors on ceremonial occasions, make committee appointments and perform any duties incident to the office that may occur during his or her term of office. The Chair shall be an ex officio member of all committees.

5.10 Vice Chair. The Vice Chair shall act in all cases for and as the Chair in the latter's absence or incapacity, shall serve on the Executive Committee, and shall perform such other duties as may be required from time to time.

5.11 Secretary. The secretary or an assistant secretary shall attend all meetings of the members and of the Board of Directors and shall record all the votes of the members and of the directors and the minutes of the meetings of the members and of the Board of Directors and of committees of the Board of Directors in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the RMO as required by law; and, in general, shall perform all duties incident to the office of the secretary, and such other duties as may from time to time be assigned by the Board of Directors or the president.

5.12 Treasurer. The treasurer or an assistant treasurer shall have or provide for the custody of the funds or other property of the RMO; shall collect and receive or provide for the collection and receipt of monies earned by or in any manner due to or received by the RMO; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the Board of Directors may from time to time designate; shall, whenever so required by the Board of Directors, render an account showing all transactions as treasurer, and the financial condition of the RMO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the president.

ARTICLE VI

Committees

6.1 Executive Committee. There shall be an Executive Committee composed of the Chair, Vice-Chair, Secretary and Treasurer and three (3) Other members of the Board of Directors who shall be elected by the Board of Directors. At the July meeting of the Board of Directors when the new Board has been seated, the Chair shall call for nominations to fill the three Other seats on the Executive Committee and call for a vote. Elected members shall serve for the ensuing three years when their successors are elected or death, resignation or removal.

6.2 Scope of Authority. The Executive Committee shall have the power to manage and conduct the business and property of the RMO, except as limited by law, and except for the election of officers and Directors.

6.3 Meetings. The Executive Committee shall meet as often as necessary in the judgment of the Chair and at any time at the call of and under authority of the members of the Board. Minutes of each meeting of the Executive Committee shall be kept by a Secretary to be designated from time to time by the Chair. At each regular meeting of the Board of Directors, the Executive Committee shall report all actions taken by it since the last regular meeting of the Board.

6.4 Quorum. The lesser of four (4) or a majority of members of the Executive Committee shall constitute a quorum of the Executive Committee. The affirmative vote of a majority of the members of the Executive Committee present at any meeting of the Executive Committee at which a quorum is present shall constitute an action of the Executive Committee.

6.5 Other Committees. There shall be such other standing or temporary committees as the Board or the Chair shall deem proper and expedient. The Chair and membership of such committees shall be named by the Chair of the Board. Such committees shall serve at the discretion of the Board and have such authority as is determined by the Board. Qualification for membership on any such committee shall be determined by the Board.

ARTICLE VII

Miscellaneous

7.1 Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board of Directors may from time to time designate.

7.2 Contracts. Except as otherwise provided in these bylaws, the Board of Directors may authorize any officer or officers, agent or agents, to negotiate and/or enter into any contract or to execute or deliver any instrument on behalf of the RMO, and such authority may be general or confined to specific instances.

7.3 Deposits. All funds of the RMO shall be deposited from time to time to the credit of the RMO in such banks, trust companies, or other depositaries as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by two officers or employees as the Board of Directors shall from time to time determine.

7.4 Amendment of Bylaws. These bylaws may be amended or repealed, or new bylaws may be adopted by the vote of two-thirds (2/3) of the Board of Directors of the RMO. Such proposed amendment, repeal or new bylaws, or a summary thereof, shall be set forth in any notice of such meeting, whether annual, regular or special with a minimum of ten (10) business days notice.

Revised September 28, 2012