Section 2. The registered office of the Corporation in Pennsylvania shall be in c/o the Commissioner, Neumann College, One Neumann Drive, Aston, Pennsylvania 19014-1298, until otherwise established by an amendment of the articles or by the Board of Directors and a record of such change is filed with the Department of State in the manner provided by law.

Section 3. The Corporation may also have offices at such other places within or without Pennsylvania as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II - PURPOSE

This Pennsylvania Nonprofit Corporation is organized exclusively for charitable and educational purposes. This Corporation will have the purposes or power as stated in its Articles of Incorporation, and whatever powers are or may be granted by the Nonprofit Corporation Law of 1988, of the Commonwealth of Pennsylvania, or any successor legislation.

ARTICLE III - MEMBERS

Section 1. The Members of this Corporation are those entities having membership rights in accordance with the provisions of these Bylaws. 

Section 2. The initial Members of the Corporation shall be:

        Alvernia College                       Immaculata College
                    Cabrini College                        Marywood University
                    Cedar Crest College                  Misericordia University
                    Centenary College                    Neumann College
                    Eastern University                     Rosemont College
                    Gwynedd Mercy College            College of Notre Dame

 Section 3.         The qualifications of membership in the Corporation are as follows:

            (a)        The entity must be a private four (4) year college or university

            (b)        The entity must award a baccalaureate degree; 

            (c)            The entity must hold full membership in the NCAA Division III; 

(d)            The entity must be in good standing with the NCAA, and; 

                        (e) The entity must be eligible for membership in the Council of Independent Colleges (CIC) and the Association of Independent Colleges and Universities of Pennsylvania (AICUP) or similar state organizations for private colleges.

 Section 4. Each Member shall be represented by the president of such college or university. 

 Section 5. The Board of Directors reserves the right to amend, change and/or adopt the criteria for selection or removal of Members from time to time as they deem necessary. 

 Section 6.            Additional Members.  Any college or university satisfying the criteria of Article III, Section 3 above, desiring admission to membership in the Corporation shall send to the Chairman of the Board of Directors a written notice seeking such admission.

             (a)        Upon receipt, the Chair shall forward such notices to the Members of the Board of Directors.

             (b)        The Board of Directors shall send a Conference Membership Intent Form to the inquiring institution.  The Chairman of the Board of Directors shall also inform all Members in good standing of the pending application.

             (c)        At the next regularly scheduled meeting of the Members of the Corporation, or at any special meeting called for the purpose of this subsection, consideration will be given to the inquiry and the Members represented at such meeting shall vote on the inquiring institution.  Upon affirmative vote of three-quarters (3/4) of the Members present at the meeting who are entitled to vote, the membership process will continue as set forth below.  If the required percentage of affirmative votes is not received, then the membership process will terminate.  The Chairman of the Board of Directors shall notify the inquiring institution of the results of such vote.  The meeting and vote contemplated by this subsection may be conducted by conference call.

             (d)        Upon notification of the receipt of the required percentage of affirmative votes, the President and Athletic Director of the inquiring institution shall complete and submit the Conference Membership Intent Form to the Chairman of the Board of Directors.

             (e)         The president and the athletic director of the inquiring institution shall attend the next regularly scheduled meeting of the Members of the Corporation to offer a presentation of support of the application.  Following the presentation, the inquiring institution shall be excused while the Members discuss and vote on the application.  Upon affirmative vote of three-quarters (3/4) of the Members at the meeting who are entitled to vote, the inquiring institution shall be entitled to become a Member of the Corporation.

             (f) Upon payment of the annual membership dues, the inquiring institution shall become a Member of the Corporation.

 Section 7. Loss of Membership. Pursuant to procedures and criteria adopted by the Board of Directors from time to time and after the affirmative vote of three-quarters (3/4) of the Members present at a duly called general or special meeting who are entitled to vote, any Member of the Corporation shall automatically lose membership in the Corporation.

 ARTICLE IV - ASSOCIATE MEMBERS

 Section 1.            Associate Members shall be Members who participate only in certain, but not all, conference sports.

 Section 2.            Admission as an Associate Member and loss of membership as an Associate Member are governed by the same criteria as though set forth for admission to full membership or loss of full membership as stated in Article III above.

 Section 3.            Associate Members shall be entitled to receive all benefits of membership except the right to vote; provided, however, that Associate Members shall be permitted to vote only on matters directly affecting the sport or sports for which the Associate Member has been approved for membership.

 Section 4.            Associate Members shall be entitled to participate in conference scheduling, conference championship competition, and "all conference" recognition in the sport or sports for which the Associate Member has been approved for membership.

 Section 5.            Associate Members shall not hold office or membership on committees, with the exception of the sport committee for which the Associate Member has been accepted.

 ARTICLE V - ORGANIZATION

             Section 1. - BOARD OF DIRECTORS.

                         (a)            The business and affairs of this Corporation shall be managed by its Board  of Directors.  The Board of Directors shall consist of the President, or any acting or temporary President, of each Member Organization, who shall be natural persons of full age and who need not be residents of this Commonwealth but who shall be Members in good standing of the Corporation. They shall remain a Director of the Corporation as long as they remain the President of the Member Organization to which they are affiliated and the Member Organization remains in good standing with the Corporation.

             (b)        In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statute or by the Articles of this Corporation including those acts set forth in 15 Pa. C.S.A. Section 5504(b) or otherwise expressly committed to the Members, it being the intention of the organizers that the Board retain control of all powers and acts of this Corporation.

                         (c)        The meetings of the Board of Directors may be held at such times and at such place or places within this Commonwealth or elsewhere, as the Directors may from time to time appoint, or as may be designated in the notice calling the meeting.

                       (d)        Written or personal notice of every meeting of the Board of Directors shall be given to each Director at least ten (10) days prior to the day named for the meeting.

                         (e)            A majority of the Directors in office shall not be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.  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 a majority of the Directors in office and shall be filed with the Secretary of the Corporation.

                         (f)            The Board of Directors may by resolution establish one or more committees to consist of one or more Directors of the Corporation.  Any such committee, to the extent provided in the resolution of the Board of Directors or in the By-Laws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the following:

                                   (1)          The filling of vacancies in the Board of Directors. 

(2)         The adoption, amendment or repeal of the By-Laws. 

(3)         The amendment or repeal of any resolution of the Board. 

                                    (4)          Action on matters committed by the By-Laws or Resolution of the Board of Directors to another committee of the Board. 

            (g)        The Board may designate one or more Directors as alternate members of any committee, who may replace an absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present and not disqualified from voting may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member.  Each committee of the Board shall serve at the pleasure of the Board. 

            (h)        A Director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his or her duties as a Director, including his duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.  In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following: 

(1)         One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented. 

(2)            Counsel, public accountants or other persons as to matters, which the Director reasonably believes to be within the professional or expert competence of such person. 

(3)         A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which the Director reasonably believes to merit confidence. 

A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted. 

In discharging the duties of their respective positions, the Board of Directors, committees of the Board and individual Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers and customers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors.  The consideration of those factors shall not constitute a violation of this section. 

Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Corporation. 

(4)         A Director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: 

            (a)         The Director has breached or failed to perform the duties of his office under this section. 

                                                (b)            The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. 

(5)            The provisions of this section shall not apply to: 

                                                (a)            The responsibility or liability of a Director pursuant to any criminal statute; or 

                        (b)            The liability of a Director for the payment of taxes pursuant to local, state or federal law.          

             (i)            Directors as such shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 2. - OFFICERS. 

            (a)        The executive officers of the Corporation shall be chosen by the Board, and shall be a Commissioner, Secretary, Treasurer and such other officers and assistant officers as the needs of the Corporation may require (the "Officers").  The Commissioner and Secretary shall be natural persons of full age; the Treasurer, however, may be a corporation, but if a natural person, shall be of full age.  They shall have such authority and shall perform such duties as are provided by the by-laws or prescribed by the Board.  The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise.  The Board, at its discretion, may appoint one or more Deputy Commissioners.  

            (b)        Any Officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. 

            (c)        The Commissioner shall be the chief executive officer of the Corporation.  He or she shall be supervised by the Board or the Executive Committee of the Board.  He or she shall have general and active management of the affairs of the Corporation including, but not limited to, the following: 

                        (1)            Approval of expenditures for all and checks drawn on accounts of the Corporation and receipt of all funds owed to the Corporation.  Expenditures of funds exceeding an amount specified in writing by the Board shall require authorization from the Chairman of the Board of Directors. 

                        (2)            Coordination of all Corporation activities. 

                        (3)            Coordination of the work of all Council Committee Chairs in the performance of their responsibility. 

                        (4)            Providing leadership in the development and implementation of programs of public relations, marketing, and Corporation Awards. 

(5)            Maintenance of a Corporation manual. 

(6)            Supervision of the work of the Corporation‰s paid full-time and part-time employees. 

(7)            Oversight of scheduling and conference championship. 

(8)            Maintaining relations with the NCAA and other external organizations. 

(9)            Performance of related duties as assigned by the Board or requested by the Council of Athletic Directors. 

(10)            Assisting the Executive Committee of the Board of Directors and the Executive Committee of the Council of Athletic Directors in preparing an annual budget. 

(11)            Presentation of a comprehensive annual report to the Members at the annual meeting of the Board of Directors and the Council of Athletic Directors. 

            (d)        If appointed, the Deputy Commissioner shall act in all cases for and as the Commissioner in the latter‰s absence or incapacity, and shall perform such other duties as he or she may be required to do from time to time. 

            (e)        The Secretary shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose and shall perform like duties for all committees of the Board of Directors when required.  He or she shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Commissioner, under whose supervision he or she shall be.  He or she shall keep in safe custody the corporate seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it. 

            (f)         The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account to the credit of the Corporation.  He or she shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. 

Section 3. - EXECUTIVE COMMITTEE OF THE BOARD. 

                        (a)            The Executive Committee of the Board shall be chosen by the Board, and shall be comprised of five Member Presidents appointed by the Board of Directors and shall serve four (4) year terms. 

                        (b)            In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Executive Committee shall have the authority to act for the Board of Directors upon a three-quarters (3/4) affirmative vote on matters calling for action by the Board of Directors between annual meetings. 

                        (c)            The meetings of the Executive Committee shall be held in conjunction with the annual meeting of the Board of Directors and, in addition, the Executive Committee shall meet at least one (1) additional time throughout the year. 

                        (d)            Written or personal notice of every meeting of the Executive Committee shall be given to each Committee member at least ten (10) days prior to the day named for the meeting.  In addition, the Executive Committee shall invite the Chair of the Council of Athletic Directors, Vice-Chair, and Commissioner to attend the Executive Committee meeting as resource persons without a right to vote. 

Section 4. - THE COUNCIL OF ATHLETIC DIRECTORS. 

                        (a)            The members of the Council of Athletic Directors shall be comprised of the Athletic Directors from each full Member institution and the Athletic Director from each affiliate Member institution. 

                        (b)            The Council of Athletic Directors shall schedule a minimum of four (4) regular meetings each year, which should be held in the months of March, June, September and December.  The annual June meeting shall be known as the Annual Retreat. 

                        (c)            Each member of the Council of Athletic Directors representing a full Member institution shall be entitled to one (1) vote on all matters. 

                        (d)            Each member of the Council of Athletic Directors representing an affiliate Member institution shall be entitled to one (1) vote on all matters directly affecting the sport for which the institution has been approved for membership. 

                        (e)            The officers of the Council of Athletic Directors shall by the Chair, Vice-Chair, Secretary, and Past Chair.  Collectively, the officers shall be known as the Executive Committee of the Council of Athletic Directors. 

                        (f)            In order for the Council of Athletic Directors to conduct business, a quorum consisting of a majority of the total number of members must be present. 

Section 5.- EXECUTIVE COMMITTEE OF THE COUNCIL OF ATHLETIC DIRECTORS.  

                        (a)            Membership.  The Executive Committee of the Council of Athletic Directors shall consist of four (4) current officers of the Council of Athletic Directors who shall be elected by the Council of Athletic Directors and ratified by the Board of Directors. 

                        (b)            This committee shall meet on the call of the Chair or the Vice-Chair of the Council of Athletic Directors. 

                        (c)            During the intervals between the meeting between the Council of Athletic Directors, this committee shall exercise all of the powers of the Council of Athletic Directors conferred by these Bylaws or otherwise. 

                        (d)            The individuals elected to serve on the Executive Committee of the Council of Athletic Directors shall serve two (2) year terms. 

                        (e)            The Executive Committee will have the authority to appoint standing or ad hoc committees to carry out the operational business of the Council of Athletic Directors or the conference as required.

ARTICLE VI  - VACANCIES

Section 1. If the office of any Officer, one (1) or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall be the President of the Member organization from which the vacancy occurred.           

Section 2.            Vacancies in any of the Officer positions, or committees established by the Board, shall be filled by a majority vote of the members of the Board and each person so elected or appointed shall be an Officer or committee member until his or her successor is elected at the next annual meeting of the Board or at any special meeting duly called for that purpose and held prior thereto. 

      ARTICLE VII - BOOKS AND RECORDS 

Section 1.         The Corporation shall keep an original or duplicate record of the proceedings of the Directors, the original or a copy of its Bylaws, including all amendments thereto to date, certified by the Secretary of the Corporation. The Corporation shall also keep appropriate, complete and accurate books or records of account.  The records provided for herein shall be kept at either the registered office of the Corporation in this Commonwealth, or at its principal place of business wherever situated. 

Section 2. Every Member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the books and records of account, and records of the proceedings of the Members and Directors, and to make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to the interest of such person as a Member.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the Member.  The demand under oath shall be directed to the Corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.           

ARTICLE VIII - TRANSACTION OF BUSINESS 

Section 1. The Corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of a majority of the members of the Board of Directors.  If the real property is subject to a trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance. 

Section 2.            Whenever the lawful activities of the Corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit.  All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the Corporation, and in no case shall be divided or distributed in any manner whatsoever among the Members, Directors or Officers of the Corporation. 

Section 3.         All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers as the Board of Directors may from time to time designate. 

ARTICLE IX - ANNUAL REPORT 

Section 1.         The Board of Directors shall present annually a report, verified by the President and Treasurer or by a majority of the Directors, showing in appropriate detail the following: 

(a)         The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report. 

(b)         The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report. 

(c)         The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation. 

(d)         The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation. 

This report shall be filed with the minutes of the meeting of the annual meeting of the Board of Directors. 

ARTICLE X - NOTICES 

Section 1.            Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by telegram, charges prepaid, to his or her address appearing on the books of the Corporation, or, in the case of Directors, supplied by him or her to the Corporation for the purposes of notice.  If the notice is sent by mail or by telegram, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person.  A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these Bylaws.  When a special meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. 

Section 2.            Whenever any written notice is required to be given under the provisions of the statute or the Articles or Bylaws of this Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting.  Attendance of a person at any meeting shall constitute a wavier of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. 

ARTICLE XI - MISCELLANEOUS PROVISIONS 

Section 1. The fiscal year of the corporation shall begin on the first day of July. 

Section 2. One (1) or more persons may participate in a meeting of the Board or by means of 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. 

Section 3. So long as the Corporation shall continue to be organized on a nonstock basis, the Board of Directors shall have authority to provide for the Members to make capital contributions in such amounts and upon such terms as are fixed by the Directors in accordance with the provisions of Section 5541 of the Nonprofit Corporation Law of 1988. 

Section 4.         The Board of Directors, by resolution, may authorize the Corporation to accept subventions from Members or nonmembers on terms and conditions not inconsistent with the provisions of Section 5542 of the Nonprofit Corporation Law of 1988, and to issue certificates therefor. 

      ARTICLE XII - AMENDMENTS 

Section 1.   These Bylaws may be altered, amended, or repealed by a majority vote of the Board at any meeting of the Board; provided that fourteen (14) days‰ written notice of a proposed amendment shall be given and the proposed amendment shall be circulated ten (10) days prior to the meeting.  

      ARTICLE XIII - MEETINGS/BOARD AND SPECIAL MEETINGS 

Section 1. One meeting of the Board shall be scheduled by the Chair annually.  Special Board or executive meetings may be called on the demand of the Chair or upon written request signed by five (5) Directors.                     

ARTICLE XIV (A) - DIRECTOR LIABILITY 

Section 1. In accordance with and to the fullest extent permitted by the Directors‰ Liability Act, 42 Pa. C.S.A. Section 8361, et seq., no person who is or was a Director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director, unless: 

1.           The Director has breached or failed to perform the duties of his office as defined in 42 Pa. C.S.A. Section 8363 (relating to standard of care and justifiable (reliance); and 

2.           The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. 

Section 2. If Pennsylvania law hereafter is amended to authorize the further elimination of or limitation on the liability of Directors, then the liability of a Director of the Corporation, in addition to limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Pennsylvania law. 

      ARTICLE XIV (B) - INDEMNIFICATION 

Section 1. The Corporation shall indemnify each person who is or was a Director or Officer of the Corporation, or of any other corporation or other entity which he or she served as such at the request of the Corporation, against any and all liability and reasonable expense that may be incurred in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of the Corporation or such other corporation or other entity or otherwise), civil or criminal, or in connection with an appeal relating thereto, in which he or she may become involved, as a party or otherwise (other than a party plaintiff suing on his or her own behalf or in the right of the corporation), by reason of being or having been a Director or Officer of the Corporation or of such other corporation or other entity, or by reason of any past or future action taken or not taken in his or her capacity as such Director or Officer, whether or not he or she continues to be such at the time such liability or expense is incurred, except where there shall have been a judgment rendered by a court specifically finding that the action or conduct of such Director or Officer constituted willful misconduct or recklessness.  As used in this Article, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by, a Director or Officer. 

The termination of any claim, action, suit, or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a Director or Officer did not meet the standards of conduct set forth in the first sentence of this Article, except where there shall have a judgment rendered by a court specifically finding that the action or conduct of such Director or Officer constituted willful misconduct or recklessness. 

Any such Director or Officer referred to in this Article whose action or failure to act has not been determined by a court to have constituted willful misconduct or recklessness with respect to any claim, action, suit or proceeding of the character described herein shall be entitled to indemnification as of right. 

Section 2. The Corporation shall have the power, except to the extent prohibited by law, to indemnify any person who is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation or other entity, against expenses (including attorneys‰ fees), judgments, fines, penalties and amounts paid in settlement, actually and reasonably incurred by him or her in connection with any claim, action, suit or proceeding as described in Section 1 above and resulting by reason of his or her services on behalf of the Corporation. 

Any indemnification under this Section 2 or advancement of expenses to any employee or agent under Section 3 of this Article (unless ordered by a court of applicable jurisdiction) may be made upon a determination that the employee or agent has satisfied the terms of Sections 2 and 3, as applicable, and, in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity or advancement of expenses. 

Section 3.            Expenses incurred with respect to any such claim, action, suit, or proceeding described in Sections 1 and 2 above may be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification under this Article.  The right of indemnification provided in this Article shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall insure to the benefit of the heirs, executors, and administrators of any such person. 

Section 4. All determination under Sections 1, 2 and 3 of this Article (other than the court determination described in 1 above) shall be made: 

1.           By the Board of Directors by a majority vote of a quorum consisting of disinterested Directors, or 

2.           If such a quorum is not obtainable, or, even if obtainable, if a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion. 

Section 5. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was serving at the request of the Corporation as a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or other entity, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article. 

      ARTICLE XIV (C) - INTENT AND EFFECTIVE DATE 

Section 1. The intent of Articles XIV(A) - Director Liability and Section XIV(B) - Indemnifications is to protect and indemnify the Directors and Officers against any liability to the fullest extent permitted by law in consideration of the services they render to the Corporation.  Nothing contained in these Articles shall be construed to limit or impair any other provision of law or the provisions of any other document providing protection or indemnification, including, but not limited to, the provisions contained in 42 Pa. C.S.A. Section 8332.2 (Act 1986-57). 

Articles XIV(A) and XIV(B) of these Bylaws, as set forth above, shall not apply to (1) any action for money damages filed or commenced prior to the Corporation‰s incorporation, or (2) any alleged breach of performance of duty by any director, Officer, employee, or agent occurring prior to the Corporation‰s date of incorporation.  However, any prior provisions of the Bylaws relating to indemnification and any applicable provisions of prior law shall remain in effect with respect to actions not covered by these By-Law provisions as a result of the first sentence of this paragraph.