BY-LAWS

Revised and Adopted May 9, 1999

ARTICLE I

The headquarters and officers of the Society shall be at such places as the Board of Directors may from time to time determine.

ARTICLE II - Membership

Section 1. There shall be seven categories of membership in the Society:

1. Regular: Regular membership in the Society shall be available to any person who is interested in supporting the mission and goals of the Society.
2. Contributing: Contributing membership in the Society shall be available to any person who meets the qualifications for regular membership and is either an inmate in a penal institution; a senior citizen (65 years or older); a student regularly enrolled in a secondary school, vocational school, or an undergraduate program; an active volunteer with the Society; or unable to afford the dues required of regular members.
3. Benefactor: A benefactor in the Society is any person who meets the qualifications for regular membership and who contributes an amount in excess of the dues required for regular members.
4. Patron: A patron in the Society is any person who meets the qualifications for regular membership and who contributes an amount in excess of the dues required of regular members and benefactors.
5. Corporate/Organization: Corporate or organization membership in the Society is available to any corporation or organization that meets the qualifications for regular membership.
6. Life: Life membership shall be conferred on each person who meets the qualification for regular membership and makes a single contribution to the Society in an amount determined from time to time by the Board.
7. Honorary: Honorary membership in the Society may be conferred by the Board on the basis of extraordinary and meritorious service to the Society over a period of years, or on the basis of some outstanding accomplishment in the area of prison reform of criminal justice.

Section 2. Annual dues for regular, contributing, benefactor, patron, and corporate/organization members shall be determined from time to time by the Board. Life and Honorary members shall be exempt from annual dues payment.

Section 3. Annual dues for regular, contributing, benefactor, patron, and corporate/organization members shall be payable on the first day of each calendar year.

Section 4. Any member twelve months in arrears in the payment of dues may be dropped from the roll of members for non-payment of dues. Such person shall thereupon lose all his/her rights as a member of the Society.

Section 5. Corporate or organization membership may be represented at any membership meeting of The Pennsylvania Prison Society by a duly designated representative from the corporation or organization and shall be entitled to cast a single vote on behalf of such corporation or organization subject to Section 4. A corporate or organization member shall not be eligible to be elected or to serve as an Officer or a Director of the Society except in the capacity of Treasurer/Corporate Treasurer.

ARTICLE III - Meetings of Members

Section 1. There shall be an Annual Meeting of the members of the Society. The time and place of the meeting shall be designated by the Board of Directors and specified in a notice which shall be sent to the membership at least 30 days before the date of the meeting. At the Annual Meeting, the members shall elect the Officers of the Society to serve for the following year or until their successors are elected, and shall receive full reports of the activities of the Officers, Board, committee and agents of the Society.

Section 2. Special meetings of the members may be called by the President of the Society, and shall be called by the President at the written request of ten members of the Society, the request specifying the object or objects of the meeting.

Section 3. Written notice of a Special Meeting of the members shall be given by mailing such notice to the last know address of each member at least five days prior to the date of said meeting, exclusive of the date of the meeting. Notice of Special Meeting shall specify the object thereof.

Section 4. Voting at all elections and upon all questions, shall, when so requested, be by ballot, cast by members in person, except when a member is incarcerated in which case voting may be done by absentee ballot, and a majority of the votes shall be required in order to make an election or resolution valid. No member more than twelve months in arrears for dues shall be permitted to vote or be elected to office.

Section 5. Twenty-five members of the Society shall constitute a quorum at any meeting of members. If a quorum is not present, the meeting may be adjourned and may without further written notice, be reconvened at such time and place as a quorum is obtained.

ARTICLE IV - Officers

Section 1. The Officers of the Society shall be President, a First Vice President, a Second Vice President, a Treasurer, a Solicitor, an Executive Director, and such other officers as the Board may from time to time designate. All officers, other than the Executive Director shall, at the time of their election, be members of the Society and be elected by the members at their Annual Meeting. All officers other than the Executive Director shall hold office for one year or until their successors are duly elected. The President and First Vice President shall not be eligible for re-election to the same office beyond three consecutive one-year terms. The Executive Director shall be selected by the Board of Directors to hold office at its pleasure, and shall so perform the duties of the Secretary.

Section 2. The President shall have general supervision of the affairs of the Society and shall see that all orders and resolutions of the Board and membership are faithfully carried out. The President, or in his/her absence one of the Vice Presidents, shall preside at meetings of the members of the Society and at meetings of the Board of Directors.

Section 3. The First Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. In like manner, the Second Vice President shall perform the duties and exercise the powers of the President in the absence or disability of the President and First Vice President.

Section 4. The Executive Director shall be the executive officer of the Society, the custodian of its corporate seal and of its books, records, and documents. He/she shall keep minutes of all meetings and conduct the correspondence of the Society; he/she shall inform new members and officers and members of committees of their election or appointment, as the case may be. He/she shall be in charge of the Society's activities. He/she shall receive an adequate salary for his/her services, and be entitled to be present at all meetings of the Society and of the Board of Directors, but shall have no vote at such meetings.

Section 5. The Treasurer shall have the custody of the funds and securities of the Society. He/she shall keep full and accurate accounts of all receipts and disbursements in proper books of account. He/she shall deposit all moneys and other valuable effects in the name and to the credit of the Society, in such depository or depositories as may be designated by the Board of Directors. He/she shall render to the President and the Board of Directors true and accurate accounts of the finances of the Society at each meeting of the Board of Directors and at other times when requested to do so; he/she shall present to the members of the Society, at their Annual Meeting, a full report of the moneys and securities in his/her hands and of his/her receipts and expenditures during the preceding year. He/she shall give a bond to the Society at its expense in satisfactory form and with satisfactory sureties for the due performance of his/her duties. He/she shall make investments only upon the advice and with the approval of the Board of Directors, which may delegate this responsibility to a subcommittee thereof. The principal of all bequests, unless otherwise directed by the testator, shall be securely invested and only the income applied to current expenses, unless the Board of Directors shall direct otherwise. The Annual Account of the Treasurer shall be duly audited by professional accountants prior to the Annual Meeting, but, should occasion require, the accounts of the Treasurer may be audited at other times under the direction of the Board of Directors.

Section 6. The Solicitor shall be the legal advisor of the Society.

ARTICLE V - Board of Directors

Section 1. The Board of Directors shall determine the general policies and objectives of the Society and shall control and oversee the work of the organization. The Board shall report to the membership on the activities and programs of the Society at its Annual Meeting.

Section 2. The Board of Directors shall consist of the officers of the Society together with at least twelve members of the Society elected by the membership. The Board shall be divided into three equal classes, or as nearly equal as possible. Classes shall be determined by the year in which terms expire, so that each year the members of only one class shall retire and their successors by chosen by election by the members present at the Annual Meeting. Directors shall be elected for a term of three years or until their successors shall be elected, except that if such election will result in an unequal number in each class, the Board of Directors, not less than thirty days before the Annual election, each Director whose term is not expiring that year shall expressly declare his or her willingness to continue to serve for the remainder of his or her unexpired term to the Chairperson of the Nominating Committee or other person designated by the Board of Directors for this purpose. Should any Director fail to complete his or her term due to death, resignation for any reason, the Board of Directors may temporarily fill the vacancy until the next Annual Meeting, at which time the membership may elect a permanent replacement to serve for the remainder of the unexpired term.

Section 3. There shall be an Executive Committee of the Board which shall have the authority to act on behalf of the full Board of Directors between Board meetings when a decision requiring action by the Board cannot await convening of a regular of special Board meeting, unless such action by the Executive Committee is prohibited by law or by prior resolution of the Board. Whenever the Executive Committee takes any action on behalf of the full Board, a report of such action shall be made at the next regular or special Board meeting. The Executive Committee shall have such other authority and responsibilities as shall from time to time be determined by the Board of Directors. The Committee shall be composed of the President, the Vice Presidents Treasurer, Solicitor, Executive Director and two members elected by the Board. The Immediate Past President of the Board of Directors shall automatically continue to serve as member of the Board and as a member of the Executive Committee with full privileges thereof. With regard to any motion that the Executive Committee take formal action on behalf of the full Board, the Executive Director shall have no vote, and an affirmative vote of four members shall be necessary. The Committee may execute its authority and responsibilities by telephone conference, when necessary.

Section 4. The Board of Directors may make its own rules of procedure and appoint such committees as it sees fit.

Section 5. Five members of the Board of Directors shall constitute a quorum at its meetings. Meetings of the Board of Directors shall be held regularly, except in July and August, and at such other times as may be necessary, upon the call of the President or upon the written request of five members of the Board, the purpose of any special meeting being set forth in the request.

Section 6. Emeritus Director status may be conferred by the Board of Directors on any former director who has served on the Board for fifteen years. Emeritus status entitles the conferee to all rights and privileges of a Director excepting voting rights.

ARTICLE VI - Prison Visitors

At the first meeting of the Board of Directors following the Annual Meeting of the membership, the President of the Society many designate a suitable number of members to act as Official Visitors, representing the Society, during the succeeding year to the various correctional institutions of the State and its Counties. After confirmation by the Board of Directors, the persons so designated, together with the members of the Board of Directors, shall form the Visiting Committee of The Pennsylvania Prison Society.

ARTICLE VII - Amendments

The members of the Society shall have the right to amend these Bylaws by a two-thirds vote of the members who are present in person or by proxy and entitled to vote thereon, at any regular or special meeting duly convened after notice to them of the purpose thereof, provided the proposed amendments have first been approved by the Board of Directors and submitted to the members of the Society in writing sixty days prior to the date of the regular or special meeting.

ARTICLE VIII - Non-Profit Operation

Section 1. Interest or Dividends Prohibited. The Society shall, at times, be operated on a non-profit basis pursuant to section 501(c)(3) of the Internal Revenue Code and no interest or dividends shall be paid by the Society to its members.

Section 2. Dissolution. In the event that the Society shall be dissolved, any assets available for the distribution shall be distributed to another not-for-profit corporation qualifying for such status under Section 501(c)(3) of the Internal Revenue Code and which shares a mission comparable to that of the Society.

ARTICLE IX - Indemnification of Directors and Officers

The Society shall indemnify any person made a party to any action, suit, or proceeding by reason of the fact that the person, their testator or intestate, is or was a director, officer, or employee of the Society against the reasonable expenses, including attorneys fees actually and reasonably incurred in connection with the defense of such action, suit, or proceeding or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for misconduct in the performance of their duties. The Society may also reimburse to any director, officer or employee the reasonable costs of settlement of any such action, suit or proceedings, if it shall be found by majority of the committee composed of the directors not involved in the matter in controversy (whether or not a quorum) that it was to the interests of the Society that such settlements by made and that such director, officer, or employee was not guilty of misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled apart from the provisions of this Article.