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INRE:
PETITION OF LEGAL SERVICES, INC.,
a Pennsylvania non-profit corporation
: CUMBERLAND COUNTY, PENNSYLVANIA
: ORPHANS' COURT DMSION
~NO. ()/- ,;)~3 ~::J J~
PETITION FOR DECLARATORY JUDGMENT OF
NONDIVERSION OF PROPERTY
Petitioner Legal Services, Inc., by and through its counsel, Goldberg, Katzman & Shipman,
P. C., respectfully represents as follows:
1. Legal Services, Inc. ("LSI") is anon-profit charitable corporation, incorporated under
the Non-Profit Corporation Law of Pennsylvania, 15 Pa. C. S. ~51O I et seq., is exempt from federal
income tax under Section 501(c)(3) ofthe Internal Revenue Code, with its headquarters located at
8 Irvine Row, Carlisle, Cumberland County, Pennsylvania.
2. Pursuant to its By-laws the purpose of the corporation is to "work toward the goal
of equal access to justice for all needy people." Attached as Exhibit "/1:'.
3. This Court has jurisdiction of this matter pursuant to Pennsylvania Rule of Judicial
Administration 2156(1) and is also proper venue for this action pursuant to 20 Pa. C.SA ~726.
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L About Petitioner and Its History
4. LSI provides legal services to the poor and needy in Cumberland, Franklin, Fulton and
Adams counties. LSI obtains its funding from Legal Services Corporation ("LSC"), Pennsylvania
Legal Services ("PLS") and the Pennsylvania Interest on Lawyers Trust Account Board ("IOL T A").
LSC, PLS and IOL T A then contracts with the various regional legal service organizations to provide
services to the poor and needy in particular areas of Pennsylvania. LSI has the contract for the
Cumberland, Franklin, Fulton and Adams counties.
5. Additional funding is obtained through the county, the United Way and other
charitable grants.
6. Pursuant to its current By-laws, a majority ofthe Board of Directors ofLSI are local
attorneys and local law professors. Other Board members include community participants and
persons financially eligible for legal representation by LSI.
7. LSI was incorporated on July 24, 1970, under the name Cumberland County Legal
Service Association, and filed amended and restated Articles of Incorporation as of October 12,
1973, whereby the name ofthe organization was changed to Legal Services, Inc.; copies thereof are
attached hereto as Exhibit "B".
8. During its existence, LSI has received various gifts and donations, all of which were
for its general use and the operation of its various programs.
9. LSI has maintained the integrity of the donor intent by adhering to its charitable
purpose.
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10. In 1998, LSC began to mandate that regional legal service organizations merge so to
more efficiently utilize the shrinking funds being provided for legal services to the poor. As a result
of this mandate, LSI was forced to evaluate potential merger partners in its region.
11. As ofJuly 1, 2000, other legal service agencies of the LSC, Central Pennsylvania
Legal Services and Keystone Legal Services merged and formed MidPenn Legal Services, Inc.
(MidPenn"). This merged entity provides services very similar to LSI in the Dauphin, Perry, Juniata,
Cleameld, Huntingdon, York, Berks, Lancaster, Schuylkill, Lebanon, Miffiin, and Centre counties.
12. MidPenn now maintains its corporate office at 3540 North Progress Avenue, Suite
102, Harrisburg, Dauphin County, Pennsylvania.
IT. The Men!er
13. As indicated above, there has been a trend of legal service organizations in
Pennsylvania acting in concert and combination in order to provide services more economically and
efficiently, and to use resources in a more effective manner.
14. Continuing this trend, LSI and MidPenn began discussions to determine if the two
organizations could achieve more faithful and effective stewardship of their respective assets by
conducting their activities in a closer, more cooperative manner.
15. MidPenn is also a legal service agency of the LSC, engages generally in the same kinds
of programs and services as does LSI, and is an organization incorporated under the Non-Profit Law
of Pennsylvania; it is also exempt from federal income tax.
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16. These discussions have resulted in the two agencies developing a Plan of Merger
("Plan"), whereby the two corporations would merge and MidPenn would be the surviving
Pennsylvania non-profit corporation, which is intended to be in charge ofthe operations of both LSI
and MidPenn; MidPenn would continue as non-profit corporation, and continue to carry out the
respective programs as heretofore.
17. The purpose of this Petition is to secure the Court's Judgment that a merger among
MidPenn, a Pennsylvania non-profit charitable corporation, LSI, also a pennsylvania non-profit
charitable corporation, will not result in a diversion of property committed to charitable purposes.
18. After the merger is complete, MidPenn will operate the two legal service programs
in the same manner in accordance with the executed Plan of Merger. A copy of the proposed Plan
of Merger (the "Plan") is attached as Exhibit "C".
19. MidPenn and LSI intend to effectuate amendments to their respective Articles of
Incorporation and By-laws to accommodate to the provisions of the Plan. The most notable changes
include: increasing the size of the board of directors from twenty-two (22) to fifty-eight (58); and a
requirement that LSI's assets be given to MidPenn. A copy ofthe proposed Articles of Merger and
By-laws for the merged entity are attached hereto as Exhibit "D".
20. Pursuant to Article 5 of the Plan, MidPenn will assume all of the debts and assets of
LSI, and MidPenn shall continue the respective programs and services in the communities that it
serves.
21. MidPenn, in accordance with its proposed Articles ofIncorporation and By-laws , will
be affiliated with the LSC, and will be exempt from federal income tax under Section 50 1 (c)(3) of
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the Internal Revenue Code; a majority ofits directors will be selected from members of the bar and
clients in the respective areas that it serves.
22. After the merger, infrastructure will be centralized at MidPenn's offices. MidPenn
will be responsible for corporate policies, staffing and ordering systems for both operating programs.
This merger will cause a significant reduction in overhead costs as compared to the cost of operating
each entity independently, and will allow LSI as well as MidPenn to take full advantage of financial
and human resources, reduce duplication, maintain and enhance partnerships with local bars and be
better stewards of limited human and financial resources.
23. The changes discussed above do not impact the scope and nature ofLS!' s charitable
mission; they affect how LSI will accomplish its mission, but do not affect the mission itself.
24. All appropriate and required approvals to the Plan and the related amendments to the
LSI Articles of Incorporation and By-laws have been obtained from the Board of Directors, all
subject to approval by the Court of this Petition.
25. The proposed Plan and amended Articles of Incorporation and By-laws are planned
to be effective as of January 1, 2001.
III. The Proposed Merl!er Will Not Cause a Diversion of Charitable Assets Under 15 Pa.
C.S.A. 1147(b)
26. The proposed affiliation will effect a more efficient use of charitable assets currently
employed by LSI as well as by MidPenn, but it will not in any way cause such assets to be used for
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any purpose that is not currently contemplated or required under either entity's existing governing
documents.
27. In its endeavors with MidPenn, LSI' s assets will continue to be used for all these same
purposes as per LSI's amended Articles ofIncorporation.
28. A condensed financial summary for LSI reflecting its strong financial standing for the
period ending June 30,2000 is contained as Exhibit "E".
29. Notice of the presentation of this Petition has been given to the Attorney General, as
parens patriae for the Commonwealth of Pennsylvania, who is the only party in interest.
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WHEREFORE, LSI respectfully requests that this Court enter a declaratory judgment that
the merger among MidPenn and LSI, as well as amendment by LSI of its Articles ofIncorporation
and By-laws as described above, will not cause a diversion of assets committed to charitable purposes
pursuant to 15 Pa. C.S.A. ~5547(a).
Respectfully submitted,
By:
GOLDBERG, KATZMAN & SHIPMAN, P.C.
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pro J.D. #72190
320 Market Street
P. O. Box 1268
Harrisburg, PA 17108-1268
(717) 234-4161
Attorneys for Petitioner
Date: January 10, 2001
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INRE:
PETITwN OF LEGAL SERVICES, INC.,
a ~ylvania non-profit corporation
: CUMBERLAND COUNTY, PENNSYLVANIA /JJ1n._":
: ORPHANS'COURTDIVISION p~ - fr--~
; NO. tJ/- ;1.(,3 ~J.u--
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ANDNOW,thiJt dayof
ORDER
petition and all other relevant matters of record, it
2001, upon consideration of the annexed
The Court finds, and so declares, that the merger among MidPenn Legal Services, Inc., and
Legal Services, Inc., pursuant to a Plan of Merger and the proposed amended Articles of
Incorporation and By-laws, on the terms described in the attached Petition will not cause a diversion
of charitable assets within the meaning of 15 Pa. C.S.A ~5574(a).
BY THE COURT:
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BY-LAWS
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LEG~L S~~VICES. INC.
l:'avised 2/22/96
JUl.'l'ICLE I
Name and Loca~ion ef Or~ani~A~ion
Section ~
The name or th!5 nonprofi~ eorpo~aeion gnall be Leqal
Services, Inc.
seotion 2
The corporation may at its pleasure, by vote of its member-
ship, change its name.
Sec~ion 3
~he principal office of the corporation shall pe at e Xl:'vine
Row, ca~lisle, Pennsylvania, or at such other place as the Board of
Directors may determine from time to time.
ARTICLE II
Purt:loses
The pUrpOElIiUI and powers of the corporation shall be those
authorized by the Acta, Statutes anc1 Requlat;ions of the
commonwealth of penngylvania,9oVerninq the purposes and powers of
private, nonprofit corporations. without limiting the generality
or the foregoing pUl:'pOSOS and pewers, the object of ths corporation
shall be to work toward the qoal of equal access to justice for all
n.e~y people in our prQ9ram area, specifically:
Section 1
To provide 1'Iigll quiSllt:y le'iJiSl representation, advice and
assistance to low income people in our program area.
Saction 2
~o provide educational information to low income people and
the community, in general, ~o promote understiSndinq and '1:0 assist
people in resolving pro~lems without legal assistance.
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~o involve law students and private attorn.ys in providinq
legal .ervices to low income people in need ot such services.
Section 4
Notwithstanding anything herein, the purposes shall be
exclusively thoee .et forth 'in section 501{o){3) ot the Internal
Revenue Code of 1954 and its requlations as they now exits or may
hereatter be amended.
ARTICLE III
powers of the Corcoration
As a means ot accomplishing the followinq purposes, the
corporation shall havs. tbe tollowinq powers:
fi,ction 1
To accept, acquire, receive, ttLlten and hold by I)equest,
devise, grant, qift, purchase, exchanqe, lease, transfer, judicial
order of decree, or otherwise, for any ot its objects and purposes.
any property, both real and per.onal, of whatever kind, nature or
description and wherever situated.
SAct.!.on 2
To sell, exchange, convey, mortqaqe, ,leaBo, tX'Clns:elllr, or
otheX'wise dispose of any such property, both real and personal, as
the objects and purposes of the corporation may require, Bu~1.ct to
.ugh 1i~itatiQns as may be prescribed by laW.
Section ~
'1'0 borrow money. and from time to time, to make, accept,
endorse, execute and. issue bonds, debentures, promissory notss,
))illS ot 8XQhang-e, and other. 01:l1iqat10ns of \:he corporation for
monies borrowed or in payment tor property acquired or for any of
the otner purposes of ~e oorpo~ation, and to secure the payment of
any such obligations by mortgaqe, pledqe, deed, indenture,
agreement, or othe~ instX'ument of tr\\st, or by other lien upon all
or any part of the property, riqhts, or privileqes of the corpora-
tion wherever situated, whe"l:her now owned or hereafter to be
acquired.
Section 4
TO invest and reinvest its funds to such stock, conunon or
preferred, bon~s, debenture., mor1:.9aQ.., or tn such other securi-
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~i.. and property as its Boare ot Direotors shall deem advisable,
subjeot to the limitations and conditions contained in any cequest,
4evise, qrant, or qift. provided .uch limitations and oond1tions
are not in Qonflict with the provisions ot Section ~Ol(O}(3) of the
rnternal Revenue eode and its regulations as they now exist or as
they may hereafter be amended.
~ect~pn 5
'1'0 work 1nconjunction with and to contract with, for any
purpOlill1 tor which this oO:l:'porlltion is orqanized,agencies of the
Government of the United states and the Commonwealth of Pennsylva-
nia a.nd its counties and municipalitiss, and all institutions
licenses thereby, insured thsreby and operatinq under the laws and
requ1at1ons thereof.
Selilt10n 6
In general, and su~ject ~Q such liMita~ions and conditione as
are or may be prescribed by law, to exercise .uch other powers
which are now, 0):' l1ereatter may be conferred by law upon II
corporation organized for the purposes hereinafter set forth.
ARTICLE IV
Membersh10
Section 1
Membership in the corporation anall be open ~o all persons
without reqard to sex, race, reliqion, national oriqin or political
belief.
IilltCtion 2
Membership of this Corporation shall be limited to persona who
support .ffor~D ~o provide leqal assistance to those who tace an
economic barrier to obtaining adequate le9al counsel and .hl:lll
consist ot;
a. Eleven a~torn.YII, who are admitted to practice in
Pennsylvania and who have an interest in and knowle<1qe ot the
delivery ot quality legal services too low-income people llnd who
shall be appointed as follows: four by tne CUmberland County Bar
Assoo1ation; tour by the F~~nklin County Bar Association; two by
the Adams County Bar Assooiation; one by the President of tn.
Fulton County Bar AssociAtion.
b.
admitted
shall be
Two protessors of the Oiokin.on sohool of Law who
to practice in the Commonwealth ot Pennsylvania and
appointea ~y its OeAn.
are
who
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c. One person who is engaged in social welfare or civic
activities in Cumberland, Adam., tran~lin Q~ Fulton county to bo
chosen by the Board of Directors at its first regular meeting of
each calendar year.
d. SeVen persons tinancially eligible tor legal repre.enta-
tion by Legal Services, Inc. at the time of their appointment, ~ho
are r..idents of CUmberland, Ados, Franklin or FUlton county, and
who ah.ll be ~ppoint8d by organizations primarily composed of lOw-
income persons designated from time-to-time, such as:
a. opportunities Industrialization Center -
~raineeg (C~rliBle)
b. Shippensburq Action council, Inc.
Q. New Cumberland Senior Action center
d. Franklin county Parent POlicy council of Headstart
8. Pennaylvania Counoil of Farmworxers Advisory
COllU\littee
f. Adams County Head.tart par.ents Policy Council
g. Abused Women support Groups
n. A FUlton coun~y or9aniza~ion prtmarily composed
of low-income persons to be desiqnated ay the
Board or Oireotors 9f Legal Sarvicaa, Inc.
i. In the event any orqanization fails to appoint a
member prom~tlYI the Board of O!reotors,of Leqal
Services, Inc. shall designate another appropriate
orqan1za~10n to A~PQint A BOArd member. Tha
Executive committee of the Board of Directors of
Legal services, Inc. ~hall hAve authority to
designate such appropriate organization between
meetings of the Board of oirectors, sucjeot to
ratification by the Board.
e. The Dean of the Dickinson School of Law and the ~res1dents
of the Adams, cumberland, rranklin, and Fulton County Bar Associa-
tions shall serve in an advisory oapacity.
f. For each board member appointed under Article IV, section
2 (ell, the aPl?ointinq authority may desiqna~e an alternate, who
shall meet the same eligibility requirements as regular appointees.
If the regular appointee's, position becomes vacant, then the
alternate shall automatically succeed to the appointment.
ARTICLE V
Board of Directors
Section 1 - Membership
a. The business of this corporation shall be managed by a
Board. ot Oi..ectors con.,istinq of the memberShip of the corporation.
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b. The term of each director shall be for two calendar
years or until his succes.or i8 llppoin~ed and IlS8Wl1- office.
c. A director IoIho hal!l been absent frolll two oonsecutive
reqular meetings witho~t .xcuse may be removed trom membership by
a majority vote Of those m.~ers pre.ent.
d. A vacancy in the Board Shall be filled for the balance of
the year by the same appointinq authority responsible for the
initial appointment.
e. The maximum term of any director shall be !lve (5)
oonl.C1,\ti ve two-year terms. This maximum term 11l11i t shall be
etfective prospectively, as of the ourrent term of the floarci on the.
da~. of its adoption. This provision need not be strictly applied
it it shall result in the approved reduction of the Board member-
Ship by 1II0re than one thlrd(1/3) in any qiven year. In the event
that striot application ot the provision would result in such loss
of lIl.mbarship, the Board .hall take such action as it may deem
appropriate under the circumstances.
aict~9n 2 - Responsibilities
The aU~hority and power of the Board shall be to:
a. Establish the policies and priorities of the corporation,
adopt rules and regulations ne08811&1:'Y for the att.ainment of the
purposes of the Qorporation which are consistent. with these By-
laws.
b. Assume sole respomlibility for the oare, custodY and
distribution of all assets of the corporation:
c. Approve the corporation IS bl1dqet and raise funds necessary
to operate the corporation.
. d. Exercise powers qrant.~ the cOqloration in foreqoing
Article III.
e. Hire and fix the compensation, terms, and oonditions of
employment ~or all employees which it lIIay determine to be neoessary
to conduot the bl1sinees of the corporation.
t. Avo! d interference in any way with the lawyer-client
relationship or the manner in which the client is repr...nted.
co_unioation!l between the lawyer and the client or applicant
cannot be disclosed to or discussed with the Board ot Directors or
any orqanization or person ~cept with the oonsent of the olient or
applicant.
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Section --1
NO Director of the Corporation shall be personally liable for
monetary damaqes as such for action taken, or any failure to take
any actio~, unless he or she has both (i) breached the s~andard8 or
tailed to perform the duties of his office as set forth in Title
42, Chf\ptAr 83. Section 8363 of the PennsYlvania consolidated
statutes relatinq to standard of care and justifiable reliance;
(i1) .~ch breach of. failure to perform oonstitutes self-dealinq,
wilful misconduct or reoklessn.... ~hA foreqoinq limitation of
liability ehall be retroactive to tnA fullest extent permitted by
law. This exemption from liability shdl not apply to the
responsibility or liaQility of a Director pursuant to any criminal
statute or the liability for a Director for the payment of taxes
pursuant to local, Steto or Federal law.
ARTICLE VI
Meetinas
Section 1
Reqular meeting50f the Board of Directors shall be held four
times II year at the principal ottics at the corporation or any
plaoe chosen by the Board. The proposed meetinq schedUle shall be
announced by the first Illeetinq of the year. The Secretal.-Y shall Qe
responoible for qiving notice to every member of the time and place
of each regular meetinq.
section 2
The President shall prepare in advance ot any meeting- an
agenda of matters to be discussed.
geet=.!ol"l 3
Spacial meetings of. the Board of Directors may be oalled by
the President when he deems it for the best interest of the
oorporation, or at the requAst. of a. majority of the Board of
Directors. The Secretary shall be responsible for giving notice to
every ~omber of the timo and place of such speoial meeting.
Section 4
five or more m.mb.r~ of the soard of Direotor.s present at any
duly called Illeeting shall constitute a quorum.
Secti~n 5
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Notice shall be given to the members no less than two days
barere a regular er special meeting.
ARTICLE VII
:!l9Unq
Sec1:ion 1
At meetin~s gf the Boa~d of Oirectors all votes shall be by
voice, unless otherwise determ-ined upon a lIlotion passed by a
majority vote of those members prellent, at whtch tilll& ballots shall
be provided and there shall not appear at any place on such ballot
any ~rk or mar~inge that might tend to identity the person who
cast such ballot.
ART! Ct.lil '/III
Qrder of BU5ines~
section 1
The tollowing order of Business shall govern all eorporation
lIIaetings:
1. Roll Call 5. untinished business
2. Minutes of the preceding meeting 6. New businells
3 . Reports of cOllllllittees 7. AnnoUnQements
01. Reports of officers 8. setting of next meeting
9. Acljournment
ARTICLE IX
nf'f'ioBrS
Section 1 - Dutie& of the Pregident
ao .h~ll be ~ member of the Board of Directors. and preside at
its meetings. He shall act as chief administrative officer to the
policies of the ocrpo~ation. He ahall appoint all permanent or
temporuy cO!lUllittees. He may be one of the officers who shall sign
the checks or dreftD of the oorporation.
~,ct1on~ - Duties of the Vioe-~roaident
The Vice-PreDident shall preside at the meetinqs of the Board
of oirectors in the absence of the President. If the president is
absent from the state of l'annsylve.nill., tho vice-President: .hall 4Qt
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U 1'1<'...id..nl:. until the i'!:...ident r.turns. 1J: the aU 1ce Of th..
pre.ia.nt f..ll. vacant, the vice-President shall ..ot ... pre.ident
until a special ~eetin9 oan be called to ..l..ct a nsW Preaident.
Section 3 - Duti..s cf ths Trsasurer
x. alUlll mainta.tn an a"curat. account of aU corporation
inoo... anll expenditure.. lie 8hllll present a compllltll budget to the
BO.rd ot Dirllctors tor approVal betor.. the eOlll\l.nc.....nt ot tile
fiscal yellr, fond ahall pnpa" Il financial statalll,,"t tor ,...ch
regular 11180tin9 of tIl.. Boud of Directorll. liB shall auk new
funding propoeale, atudy avililable grants and oOl1\pl..l;.e <;Irant
applioations at th.. dir.otion of tbe i'!:e.idant. Ha may be one of
tne officers who shall sign ch..oka or draft. of tn.. corpcration.
ilec~iDn 4 - Duties ot the secretary ,
He shall reoord, oompile aM l:'ead tl1.. minut..., and record
attandanc.. Ilt tn. ~eetin<;la of tbA 80ard of Dir.etu'~. He shall
supervi..e co~oration oorraspondllnoe and maint.ain all non-financial
reeDrds ot t.~a corporation.
SA~~on ~ - El~etion or Officers
otticsr.. of tile soard. Of Dlr..otorll shall be ..acted by a
majori~y ot the Soard at ita tirst rogela. meet.inq of tne ealandar
y.ar. Elect.ioll& ahall b. conducted by the presidllnt.
g.c~icn , - vaonncios
In thll event ot a vacancy in any offio.., a .peuial eleot.ion
lIIee~inq "hall b. oalled. Tl\a rllllaininq otti"s"'s shall b.. r.sponal-
bla for qivinq noticol ot and conduoting tl\1s spacta1 mSlltinq.
All.'tICloB X
P.xacut1ve committee
seet.lon 1 - Compoait.ion
Tho. ~x"outlve COD\lllitt.e. eha1l "on.iat ot the Pr...Ident., one
faolll ty mambar of tile Diokinson Sohool of 1011101, three att.o~ey
member. of tn.. Board of Di.ectora, Ilnd two client member. ot t.he
Board Df Director. appointed under the proqislona at Articla IV,
seeelan ad.
g.e~ien 2 . Selection
The Executive COllllIlittee shall bll ap,,(lj.!\tlld annl>a1'\'Y by the
Pre.ident. 101110 shall allrve, ..~-ot~icio, aa-c~air.man of the commit-
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In compllllll<:e with tho pro,I.i.'", 01111. NOJIoprQ/!t CorPOratioll Lnw. npprovtd 'i" 5th d"y ul M.y, A.D. 1933,
P.L. 289. HH HmoOl'od. the ur.denlgJled. aU 01 Wholll Qt. oJ full nlc. 01 1...1 __ 01 wbum .... clU,us nf the
United ~t"" .nd ""idcnl, u! ~lI! CUlllllloowell1d' 01 Pe.n,ylvnnl.. dClltln. th.r the> WIly be Incorporated ns u
nun-pl",lnl' CCrpomtlOD, 00 hereby certify:
1, TIll:: nnmc of the corpafiLHou i~:
.e:~l_~~HI~~Cl COllN'rl' T.I,)....AL .?J;J-,y'.J.y.~ "':;~!'y'.C~AT~02:l.___
1., Tlit'i llX'HU(;m aud polt otfleo addrer,s of i4i initi~J rcgilt.crcd otficc in thi., C'otuUlunwealth 18:
p.
Nllm'Jef
-.SOli LIt HnllllvMr', . l':nr] 1 R19 ~J.lmb.Dr.1.Cl,nq .__ ._ '__._M',_,_ PlI.
Strllet (:lry CoUllIty Pmnsylnnlii
3. The pllrpese or, PW'P.... 0/ the r''''1'nruti.'" wblch shall be nt8>lnized und.r Illis Act nl'Q PI r"uows: r")
I.) '1'0 J>t'n..oto t.ho administration of jll"II"". nx~~~
1l1!1I"ltll.KlIl"f"X~~~GX,plllClll\'lfjnllll1[lIi~ and to,
pi"omC'lto 8 better ur1d~rstil'nrli n(; fIr (,he Judicial system.
z.)tX2l1l11JlflllfiliJDiX~lGIflGHlfKlllCJ!IQ(lItl"l'ffilJ!l(~KtI'1f1l1tll.~18X_~
IfS'Dbd""","""lIIA~,d,,~- ~~xllnflC
4. The corporation doeu nut c.ontemplo~ pe.C:uniary gain. or profit, inc.ido'HAl (II utl1tlrwist", to Us members,
~. The (C'.l'm ui ill. omle.m:e hi,: perpe tUQJ
6. .... I!I The corper.,ion ;. OlJIIIDized upon" non 'took bnais.
It 0 1"111.: ilGGrCllt1te numher liT ,JltllOI which lht' corporation Ihan havo aUth()rity to issue " (.....}
(I) At ICIl~t five: or more uJlUral pcu,nn~ of fun. flW', illlt! IIf e.ith:::1' St'X- at llJlIKt ~hree of whom ure Citi~DS cf the
Uait~d Stfttea, aDd lOIiclentl of lhe Commonwealth of P~lIl1liylv"niu, ntay lllcorpunne II non-I.,rufit corporntlon under
th@ ptQvtlfions of this A(:t.
(") It shall nD~ be /IC....IU')' to set lllrtll IIny POW'" onurnoraLcd in ScoljO. 302 01 till! Ad.
(.....) 1110re J;hnuld hr:. ~r:t fOfth \1110', muubc.r aAd par value or nl1 ahate3 havJntl par VcJuei tho number of a~s without
p.T ..luc. onrl Tho .t.,..,,, ,.pili.! Ilppliubl. th.",,". If tb. sh.I'~'. ore to be divided into CI~"Cll. . description or ...oh
daSl~ 1l11c1 " -'1uIt'!1Il(',ul nt till:' I're~!encelil q\lQUtlcmtlonll, Hmlf:ltionR, restrictions. llnd the: apccinJ or rcltHive risht..
arA41f~...l to, or hl.lpoliCtl upon, lhe shares of each 0111$18.
FILING t.u '- 140.00
NO'tll: Ill<oil. IllX .1 lb. me 01 1/5 011 % ($:1.00 por S 1.0001 will be due and pay.hle ~l th. (I,,,,, ul lUin~ 01 tllo
Article!;, computed by mUll.J:'L;'int; tbe number at ftuthorited iIIhnfCS hfl.\llng par vallie hy 11H!'.i.' ,pyr vldut:', or It shum
ul nu p.. .luck are authorlzed, lhen on Ibe stoted ..pit~1 ~ppOcnbl.lhnr.to OK well.
ONLY A CLEARLY j..I\GIBI.F. ORIGINAl. 8ROUJ.1) BK 8UDMITI'RlI.
, SIGNATUIU:Il ~HUU(,I) DK IN DMelt INK.
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7. Th(\ nnmt's and aLlJUI'IiIil;:1i oi thU&I persons, whn fire III act 11$ ~ir~l,:l1JUi Wllil lh. eleCtion 01 !ocir AIlCC:'':!lion au'.
NAME
ADDRESS
(In,ln.1I"1:I ....Iftl lIull numbot, If ~~J
Arthur' l"rnnl(flt',I"ll"l r."'fJ.
flro'fo8S0r. '!\rAV'~ PI One;t:;!'I
I":rof'al!laor \~ 1 111 Am Dodd
Hr. (i-,K. 1.1-t"n~p
Mrf'!.. Al1.r:l!I 8mi th
,\1". l"rtulk po e
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~J.I'i kJMlt: ~J"lli:h SI.. Cnr!;t.f31" Pn.
~.;). #6 CnrllBl~, Pa. '
():.~4 '.:Quth Ih:lIlUVtU' St. Cl1r1.in,lft. J:la.
:Jr.J ~oJ.'Lh ti'U'1; St. Cnr11alfll, Pal
,;8 B(ol\l~J'.1y ltd. Cntllp 11111 t Pal
ti. The 1ll~D1c. plJc~ of re!;idcnr.r., ~nd post ofli\;l: iwll:t:!i!l ut each 01 lho in~orrnrl1llln a;:e I\S rUUUWIo;
N^ME
^Dnnp.o;.~ NlIMnER AND CI..ASS OF SHARF'" (it any)
(IMI\ldinaltrCttAtlt1tlllml~I.t!lI.Ill)
lO~ Moorel And Ard~~. tlss L \i ,l.11uw Sf.. Cn1"11l!1J A t 1'0;\.
:n Colonil'lt A\V~a ~1",b~l.l.u, I'll.
42 Hnut.n .POtl1t'l~et S l. Cn,rl,telo I r'l a
~r;h f,nttt.h H~nov.~. St I Curl tslo I T'A.
'.zog:lNnlt1,ut Dottol.) lhau,t C::l,r11Blo. PR.
V1rw (l'ary M. I..lr,hl,.I;IU!1
l\1r. HlUl!lell t. fiche tI"umo.
Hr, .E:. jIo1u;,t ''valin
Ms'. j;1!IJtUl J I Hoalni
H.I:'. Thumas J. Turc Byn
iN TF$iTL\1UNY W1J1~R..UOF. Hill iUl!Orflorators JjLlvt niChed lltll1lil",;,I("(f the~~ Alli;,.;J~ of fncclpCltmlan Uti!
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PLAN OF MERGER
Merger of Legal Services, Ine.,
with and into
MidPenn Legal Services, Inc:.
This Plan of Merger dated as 01' the 1st day of January. 2001, is hy and between Legal
Services. Inc., a Pennsylvania nonprotlt corporation ("LSI") and MidPenn Legal Services, Inc., U
Pennsylvania nonprofit corporation ("MidPenn"). In consideration of the mutual covenants herein,
and intending to he legally hound hereby, the parties agree as follows:
I. Background. The Boards of Directors of LSI and MidPenn deem it desirahle for the
benefit oFboth corporations that the properties, businesses, assets and liabilities of both corporations
shall be combined into one surviving corporation which shall be MidPenn, pLtTSuant to Section 5921
of the Pennsylvania Nonprofit Corporation Law of 1988, a.I' amended (the "NCL").
2. Merger. Pursuant to this Plan of Merger Ilnd upon the Effective Date, LSI shall be
merged with and into MidPenn, which shall be the surviving corporation and shall continue to exist
as a domestic nonprofit corporation under the laws of Pennsylvania with all the rights and
obligations of such surviving domestic nonprofit corporation as are provided by the NCL.
3. Article.v of lncnrporuri(m, The Articles of Incorporation of MidPenn, as in efFect on
the Effective Dale, shall continue in full force and effect a.~ the Articles of Incorporation of the
surviving corporation and shall not be changed or amended by the mergeI'. MidPenn reserves the
right and power, after the Effective Date, to alter, amend, change or repeal any of the provisions
contained in the Articles of Incorporation in the manner now or hereaFter prescribed by statute, and
all rights conferred on officers, directors or stockholders are subjeclto this reservation.
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4. Bylaws. The Bylaws of MidPenn, as amended by MidPenn with the consent ofLSI,
ilnd as in effect on the Effective Date, shall continue in full force and effect as the Bylaws of the
surviving corporation and shall not be changed or amended by the merger. MidPenn reserves the
right and power. after the Effective Date, to alter, amend, change or repeal any of the provisions
contained in the Bylaws in the manner now or hereafter prescribed by statute, and all rights conferred
on officers, directors or stockholders are subject to this reservation.
5. Corporate Existence. On the Effective Date, the separate existence ofLST shall cease
and all of its property, rights, privileges and franchises of whatever nature and descl'iption, shall
transfer to, vest in, and devolve upon MidPenn, without further act or deed. On the Effective Date,
all property of LSI and all debts due on whatever account shall be taken and shall be deemed to be
transferred to and vested in MidPenn without further act or deed. MidPenn on the Effective Date
shall become responsible for all liabilities lInd obligations of LST. The rights of the creditors of LSI
.
or lII1Y person dealing with LST or any liens on any property of LSI shall not be impinged upon by
the mergercontemplllted herein. Any existing claims or pending actions or proceedings by or against
LST may be prosecuted to judgment as if the merger contemplated herein had not taken place, or
MidPenn may be proceeded against as substituted in the place of LST.
6. Directors and OJJicers. The directors of MidPcnn and LST shall serve a.~ the directors
of Mid Penn liS of tht Effective Date until the next election of directors of MidPenn, and the Bylaws
of Mid Penn shall be amended before the Effective Date to accommodate the appointment of the LSI
director.~ lIS directors of the surviving corporation. The following officer of MidPenn immediately
prior to the Effectiv~ Date shall continue in office after the Efrective Date:
2
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Michelle DeBord:
Executive Director
7. Approval. Under Section 5924(b) of the NCL, the Plan of Merger shall he deemed
adopted by LSI and MidPenn upon adoption by their respective Boards of Directors.
8. Authority to Merge. LSI and MidPenn have all requisite power and authority to
execute, deliver and pelform this Plan of Merger. All necessary corporate proceedings of un and
MidPenn have been duly taken to authorize the execution. delivery and pelformance of this Plan of
Merger. This Plan of Merger has been duly authorized, executed and deli vered by LSland MidPenn
and constitutes the legal, valid and binding obligation of each corporation and is enforcellble as to
each of them in accordance with its t'lIms.
9. Effec:tiw:1 Dale. The Effective Date of the Merger shall be January 1,2001.
10. Filing ofArricle.\' of MerKer, On or before the Effective Date, Articles of Merger shall
be executed by the officers of each merging corporation and filed with the Pennsylvania Department
of State.
11. Terminalion (!f Merger. Anything herein or elsewhere to the contrary
notwithstanding, this merget' may be terminated and abandoned by the Board of Directors of either
constituent corporation at any time prior to the date of filing of the Articles of Merger with the
Department of State.
12, GoverninK Law. This Plan of Merger shall he governed by the laws of the
Commonwealth of Pennsylvania,
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IN WITNESS WHEREOF, the parties have caused this Plan of Merger to be executed and
auested by their duly authorized officers on this
ATTEST:
. Secretary
A TTnST:
. Secretary
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day of December, 2000.
LEGAL SERVICES, INC,
By: Connie Thomas
Title: Executive Director
By: Michelle DeBord
Tille: Executive Director
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Microfilm Number
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Flied with the Qrtment of Stille on
Entity Number
Seoretary of the Commonw.alth
ARTICLES OF MERGER-DOMESTIC NONPROFIT CORPORATION
osee: f I-OZ. (Rev 10)
In complllnoe with the requirement. of 16 Pe.C.S. 5 6928 (relating to article. of m.rger or con.olldlllon), the undlr.'gned
nonprofit corporatlonl, dnlrlng to elleet I merger, hereby Itate thet
1. The nlme or the corporation surviving the merger I.: M1dPenll Lalllll Scrv\oes, Inc.
2, (<(h.l'lk and "","plete "n. ofth. followIng):
A The .urvlvlng corporation Ie e domeetlo nonprofit oorporlllon and the (a)addre.. of It I CIIrrlnl reglatered omce In thll
Commonwlllth or (b) name of Jte cornmerolal reglltered olllce provider Ind the county orvenuela (the Depertment ,.
hereby euthorlzed to correct the follOWing Intormltlon to ccnform to the recordl of the Department):
(8) 3~40NOrthPrglr.PAvc.Suite 102
Numer Ind Streel
Harrllbul1l
City
P.
Stilt.
17110
Zip
Dauphin
County
(b) cia;
Name of Commercl1il Regl.tered Olllce ProVider
County
For e oOrpDrellon represented by . ~merchll. rf/lla!ered orflce provider. the county In (b) .hall be dttmed the counly In wh~h the
corp.raUon 1.I.cated lor venue end .mc'll publleetl.n purp.....
_ The lutvivlng corp.rallon Ie a quelifled Iorelgn ncnprcfit ccrporatlon Incorporeted under the laWl of
end the (e) add,... of Ita current reglltared olllceln thll Commonwalllh or (b) name of lle'commerclll regletered office
provider and the county of venue's (Ihe Department Is hereby authorlzld to correct the following Information to conform
to the records of the Departmenl);
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II
II
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(e)
Number end Streel
city
Sllte
Zip
County
(b) clo:
Name of Commercl.1 Rsgi.tered Olllce Provider
County
For. c.rpotlli.n reprl8ented by a c.mmarciel reglalared office provlder,the county In (b) shall ba d.emld the c.unty In which the
corp.'lli.n i.loeet'd for vlnue end officill publleetl.n purp.ses.
_ The surviving corp.reti.n i. e nonquallfied foralgn n.nprom corporetlon Incorporeted under the lew. of
.nd the edd,.ee of It. prlncip.1 .ffice under the lew' of suoh domiciliary Jurl.dlllll.n la:
Number Ind Street
city
State
Zip
County
3. The name and Ihe edd,... or the reglltered ortlce In thl. Commonw..lth or lIame or It. commercial rsg/.lered office
provider and Ihe county Of venue of elch other dome.llc nonprofit corporellon Ind qualified foreign nonprofit corporlllon
which Is e per1y to the plan of merger are a. follows:
Nama of Corporltlon Add,.ae of Rellletered Offloa or Nama of Camme/olel RaUlatlled Office Provider County
Leglll SeNicss, Inc. 8 i1vlnc Row. Clu'lisle. FA 17013 Cumbcrland
MidPenn Lcglll Services. Inc.
3540 Nonh Progress Ave.. Suile 102, Hnrrisburg. FA 17110
Dauphin
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oseB: 1 5.51128 (Rev 1l0)-2
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4, (Cheok, and If appropriate oomplete, one of the followlnll):
_ The plen or merger .hall be eltectlve upon nllng theee Artlole. 01 Merger In the Oepartment 01 Stete.
X The plan of merger .hall be eflaetlva on: 01101/2001 at 12:01 am
Data
Hour
6. The menner In whloh the plan Of merger we. edopted by eeoh dom..tlc corporallon I. e. follow.:
Nama of corporetlon Menner of lIdoptlon
MidPelUl Legal SelVices, Inc. Adoption by IICll0n oflhll Board ofDil'OClolll pUTSllllnllO section
5922 of the Non-Profit ColpOl'llllon Law of 1988. IlIl emended
Legal SeJ\lices, IIIC. Adoption by action orlllo Board ofDllCClO11 pursuant 10 section
5922 ofllle Non-Profit ColJlOl'llllon Law of 1988, lIS 8lnel1ded
8. (Strike out thl. paregreph If no foreign oerperetlon Ie e perty to the merger): The plen wa. authorized, adopled or
approved, e. the c..e mey be, by the Iorelgn nonprollt oorporation (or IIch oftha fDrelgn nonpront corporation.) party
to tha plen In accordance with Ihe law. of the Jurl.dlcllon In which Ills Incorporated.
7, (Check, and If appropriate complete, ona of th. following):
X The plan of merger Is set forth In full in Exhlbll A allechad hereto end made e pert hereof.
_ Pursuant to 15 Pa.C.S. i 6901 (felellng to omllllon of cartlln provlllon. from flied plana) the provisions, If eny, of the
plen of merger thet emend Dr conltlM. the operative Artlc!.e cflncorporellon oflhe .ulVlvlnll corporlltlon a. In effact
.ublequent to the effectlva dete 01 tha plen ere lat forth In lull In Exhlbll A attached horeto end mede e pert hareof.
The fUlltaxt of the plen of merger I. on file .t the principal piece 01 bUllne.. of the surviving corporetlon, the addre..
of which is:
Number end Street
City
SllIte
Zip
County
IN TESTIMONY WHEREOF, 1I0h und.rslgned oorpor.tlon hIS ceu.ed the.. Article. of MarQar to be .Ign.d by . duly
.uthorlzed ofllcerthereofthl. day of ,1B_
MidPeM Legal Services. Inc.
~Of/i~7jJ,
(SIBnature
BY:
TITLE:
Micbelie DeBord, Exec. Dir.
LegRI SClVices, TIIC.
(Name of Corporetlon)
BY:
(Signature)
Cotmie Tholtw, Exec, Dir.
TITLE:
r'\'ji'111l1'N1ll!'""f_'
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AMENDED AND RESTATED
BYLAWS OF
MIDPENN LEGAL SERVICES, INC.
A PENNSYLVANIA
NONPROFIT CORPORATION
AdopLea: December 13. 2000
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Altjcle I .
Article IT -
Article m -
Article IV -
Article V -
Article VI -
Anicle YO -
Article Ylll.
Article 1X -
Anicle X -
Anicle Xl -
Alticlc XII -
Article Xlll-
Article XIV -
Article XV -
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AMENDED AND RESTATED
BYLAWS OF
MIDPENN LEGAL SERVICBS.1NC.
Table of Contents
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Corporate Name and Registered Office ..................,..............
Corporate Purposes ... . , . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Members ..................... , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Community Advi~ory Committees ...,................................. 2
Board of Directors ...............................,................. 4
Meetings of Directors
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5
Liability of Directors
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ExecuLive Director and mscall\llanager .................................. 8
Indemni IicllLion of Officers. Director~. Employees and Agents .. . . , , . . . . . . . . . 8
Compensation of Directors llnd Officers ............................... 12
Executive Committee .............................................. 12
Committees .................................' . . . . . .. . . . . . . . . . . . .. 12
Rules. ... ... . . . . . . ..... . .. . ... .. .. . . . . . . . . . . . . . . , , . , . . . . .. . .. . . .. l~
Manner of Giving WriLLen Notice; Waiver of Notice ,..,................,. 13
Amendment~ ..............."....................."............. 13
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AMENDED AND RESTATED BYLAWS
OF
MIDPENN LEGAL SERVICES, INC.
ARTICLE I
CORPORATE NAME AND REGISTERED OFFICE
\.1 Name: The Ilame oF~Corporation is MidPenn l.egal Services, Inc.
1.2 Registered Office: The~rporation shull have aud continuou.~ly maintain in the
Commonwealth QfPennsylvlInia a regisLllred office at an address to be designated ffom time tQ time by
the Board of Pi rectors and may have Qffices at such other places as the Board QF DirectQrs may from
time to time designate Qr the bUfiine~fi of the Corporation may require.
ARTICLE II
CORPORATEPURPOSF~
The purposes of the Corporation arc exclusively charitable and cdllcational and include the
following:
2, 1 To Furnish civil legal services. aid and assistance Qf any kind or nature to persons Qr
grQups of persons whQ are unable to aFFord adequate legal counsel;
2.2 To cooperate with and assist in any prot,'ram of the Government Qf the United States of
America. the Commonwealth of Pennsylvania or any local government. or of any private corporation,
association. foundation. organization or pe11l0n which is designed to provide legal service. aid and
i1sfiistance fo\' persons or gTOllps OFpcTsons who are unable to afford adequate legal counsel;
2.3 In furtherance of the foregoing, to request. ret.:elve. hold and utilize funds.
appropriations or grants made available for such purposes by the Govel1ucenr oftllc United States of
America, the Commonwealth of Pennsylvania, or any local government. and to request, hold and
11tilizc contribl.llions, giFlS or grants made available for such purposes hy any private corpomtioll.
association. foune!ation, organization or person;
2.4 To provide community education Far clienls or potential clients or groups in their rights
and responsibilities under the law: and
2.5 To do any lawful act necessary, suitable, proper, convenient ane! incidental to the
.lforesaid purposes or which may be done hy a nonprofit corporation organized under the laws of the
Commonwealth of Pennsylvania.
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ARTICLE m
MEMBERS
3.1 The Corporcltion shall have no members. Any provision of law requiring notice to, the
presence of or the vote, consent or other action by, members shall be satisfiod by notice to, the presence
of or the vote, consent or other action by. the Board of Directors of the Corporation.
ARTICLE IV
HOARD OF DIRECTORS
4.1 Number of Directors; The number of directors shall be determined by the Board at'
Directors from time to time, but shall not be fewer than twelve (12) nor more than sixty (60).
4.2 Eligibility: Each director ShiLlI be a natural person of the age eighteen (18) years or
older and need not be a resident of the Commonwealth of Pennsylvania.
4.3 Board Composition: Composition of the Board of Directors shall be consistent with
regulations promulgated by Legal Services eOI'poration pursuant to 42 V.S.e. ~2996 ef ,~eq. The Board
shall consiSt of the following clnsscs of directors:
4.3.1 Attorney Directors: At least sixty percent (60%) of the direclors serving at any
time shall consist of attorneys admitted, and eligible to practice in the Commonwealth or
Pennsylvania who have been appointed bv the bar associations that collectively represent a
maiol'ity of the attorneys practicinll. law in the Corporation's service aloes (the "Local County Bar
AssocJation(s)").
4.3.2 Client Directors: At least one third (l/3) of the directors designated to serve at
any time shall be eligible clients of tile COI'poration when iIfIpointed 10 the Board of Directors
who have heen designated to serve on the Boaru IIfDirectors by a neighborhood association or
community-based organizution which advocates fol' or delivers services or resources to the
client communitv served by the Corporation in the Corporation's service area ell "LoCt}1 Client-
Based Org,ulizmioll"). The President of the !:ioal'd of Directors shall rotate the designation
amol1ll.the Local Client-Based Oreanizations serving the service area.
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II\- '" ,.: 'J ' cfii. (-iC"C".' 4.3.3 At-Large Directors: The Board of DirecLOrs shall appoint At-Large Directors to
)' fill available seaLS on the Board of Directors that arc not required to be occupied in accordance
.' /: with Sections 4.3.1 and 4.3.2 abOve. All At-T ..arge Directors shall be individuals who have
(') J- demonstrated an interest in, or advocated for, the clelivery of legal services III' resources to the
,,, ,'C " ", " client community served by the Corporation.
4.3.4 priorService Area Representation; Eligibility criteria for Attorney Directol's,
Client Directors and At-l..arg,c.DiJ'eclor~ shall be determined by tbe Board of Directors by
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means of a resolution providing for representation from geographic areas served by the
Corporation.
4.4 Term of Office
4.4.1 Except as otherwise pl'Ovided bv resolution of the Board of Directors, each
director shall be elccted for a tel'mofthree (3) years commencing on July I and ending on June
30 in the appropriate calendarycar. The terms of directors comprising the Tnitial Board of
Directors shall be staggered as detelmined by resolution adopted by the Boarel of Dircctors for
three-year terms, two-ycar terms and one-year terms.
4.4.2 It shall be the duty of the Local County Bat Associations and Local Client-Based
Organizations to designate directors before the July meeting of the Corporation's Board of
Directors in the year each director's lelm is to commence. If the designation is not made by
such July meeting, the Board of Directors shall filllhe vacancy with a director of the class or
category represented by the vacancy.
4.5 Removal and Replacement of Directors
4.5.1 If a vacancy occurs on the Board of Directors because of resignation, removal or
any other reason, the entity authorized to designate a director in the appropriate catcgory
specified in Sections 4,3, 1,4.3.2 and4.3.3abovc shall be so notified and shall designate a
director for the remainder of the term. If the Client.Based Organization or Local County Bar
Associarion fails to make the designation within two (2) months after notice of the vacancy is
sent by the Corporation, the Board of Directors shall fill the vacancy with II director of the class,
category or community representcd by the vacancy.
4.5.2 Should any director miss two consecutive meetings, writtcn notice shall be givcn
to such director and the appointive body that the director's position will be declared vacant if
the director misses a thinl consecutive meeting. If, aCLer such notice, the director misscs II third
consecutive mecling, the director's position shall bc declared vacant and a replaeemcllt made in
accordance with Section 4.5.1 abovc.
4.6 l<unction of the Board oC Directors
4.6.1 The Board of Directors shall manage the affairs Ilnd business and dctermine the
priurities for the programs of the Corporation, except at those times when the Exccutive
Committee may function a.~ the Board of Directors.
4.6.2 Thc Boarel of Directors shallauthorizc the appointment of and fi x the
compensation of all attorneys and staff cmployed by the COl1loration, except that the Buard of
Directors may delegatc any or all ur the authorit)' to appoint and fix compensation for attorneys
and staff to the Executive Director.
ARTICLE V
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MEETINGS OF DIRECTORS
5.1 Regular Quarterly Meetings
5.1.1 The Board of Directors shall meet no less than four (4) times a year. The rime
and place of thc next regular meeting shall he scheduled .\.~ the last order of business at the prior
meeting.
5.1.2 A notice of a regular meeting and a proposed agenda shall he given no less than
ten (10) days prior to the meeting.
5.2 Annual Meeting
5.2.1 The regular meeting of rhe Board of Directors held in July of each year shall be
the annual meeting of the Board.
5.3 Special Meetings
5.3. J Special meetings may be called by the prcsidem of the Board of Direclors a~ he 01'
she so deems or shall be called at the written request to the President of five (5) directors.
5.3.2 Notice of a special meeting shall contain a statement of businMs to be conducted
and must be given at least ten (10) days prior to the mooting. No other business but that
.~pecified in the notice may he transacted at such special meeting without the unanimous
consent of all present at the meeting.
5.3.3 All voting shall be i10ne hy open vote ofthose directors present and votin!: unless
two-thirds (213) of those present consent to a vote by balloL. No votes shall be cast by proxy.
5.3.4 A quorum to conduct business shall consist of ten (10) directors.
ARTICLE VI
LlABlLrry OF DIRECTORS
6.1 A direcror of the Corporlllion shall stand in a fiduciary relation to the Corporation and
shall parform his/her duties as It directol', inclucling his/her duties !IS a member of any committee of the
Board of Directors upon which he/she may serve, in good faith. ill a manner he/she reasonably believes
to he in the best interests of the Corporation, and with such care, including rea.~onable inquiry, skill and
diligence, as II person of ordinary pnldence would use under similar circumstances. In performing
his/her dllties, 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 or presented
by any of the following: (a) one or more officers or employees of the Corporation whom the director
reasonably believes 10 he reliable and comperont in the malleI'S presented; (b) legal cOll11sel, puhlic
accountants Or other persons as to matters which the i1irector reasonably believes to be within the
p(ofessional or e"pert competence of such persons; lIr (c) a committ"e of the Board of Directors upon
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which he/she does not serve, duly designed in accordance with law, as to malleI'S within its designatecl
authority, which committee the direetor rel\.~onubly believes to merit contidence. A director sh,lIl not
be considered La be acting in good faith it' he/she has personal knOWledge concerning the matter in
question that would cause hisJhel' reliance to be unwarranted,
6,2 In discharging the duties of their respective positions, the Board of Directors,
committees of the Bonrd of Directol's and individual directors may, in considering the best interests of
!he Corporation, consider the effects of any action upon employees, clients and suppliers ohlle
Corporation and communities in which offices or other establishments of the COJ1loration are locnted,
and all other pertinent factors. The consir.leration of these factors shall not constitute a violation of
Section 6, I hereof.
6,3 Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taleen as a
director or any failure to take any action shall be presumed to be in the best interest of the COlporation,
6.4 A director of Ihe Corporation shall not be personally liable, as such, for monetary
damages for any action taken, or any failure to take any action, unless: (al the director has breached or
f,liled 10 perform the duties of hislher office lmder Section 6.1 through 6.3 hereof; and (b) the breach 01'
failure to perform constitutes self-dealing, willful misconduct or recklessness,
6.5 The provisions of Seclion 6.4 hereof shall not apply to:
(a) the responsibility or liability of a direCl.Or pursuant to llny criminal statute; or (b) the Ii<lbilily of a
direCl.Or for the paymel1l of taxes pursuant to local, state or federal law.
6.6 No\withstamling any other provisions of these Bylaws, Ihe npproval of the Board of
Directors shall be required to amend, repeal or iltlopl imy provision as part of these Bylaws that is
inconsistent with the purpose or intent of Sections 6,1, 6,2, 6.3, 6,4. 6,5 or 6.6 of this Article VT, and, if
any such IlCtiOli shall be taken, it shall become effective only on a prospective basis from and after the
dale of such Board of Directors approval.
ARTICT.E VII
OFFICERS
7.1 Offices: The officers of the organization shall be liS follows: President, President-
Elect, Secretary and Treasurer, each of whom must tle II directol' when o:llected and continue to qualify
a., a director during his or her term.
7.2 Term ofOmcc: The Terms of office for all officers shall be three (3) years. An officer
may be re-elected to that office but may not immediately succeed him or herself.
7.3
ronows:
President: The dllties, authority and responsibilities of the President shall be as
7.3.1 To preside al all meetings;
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7.3.2 To appoint all commiuees except the Executive Committee;
7.3.3 To see thai. all books, reports and cenificates lIS required by law are properly kept
or filed; and
7.3.4 To have such powers as are necessary and proper for the discharge of his or her
duties as President.
7.4 President-Elect: The President-Elect shall, in the event of the absence or inability of
the President to exercise his or hel' office, become acting President of the Corporation with all the
rights, pdvilcges and powers as If he or she has been duly elected President. The President-Elect shall
assume the position of Prcsidentnn.er the expirarion of the full term of the President.
7.5 Secretary: The Secretary shall have the folloWing responsibilities and perform the
followhlg dmies;
7.5.1 Keep the minutes and records of the organization in appropriate books;
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7.5.2 To file any certificate required by any statute, ordinance or regulation;
7.5.3 To submit to th" Board of Directors any communications which shall be
addressed to him or her as Secretary of the Corporation; and
7.5.4 To exercise all duties incident to the office of the Secretary.
7.6 Treasurer: The Treasurer shall have the following l'esponsibilities and perfonn the
following duties:
7.6.1 To supervise [he care nnd accounting for all monies belonging to the corporation
and be responsible for such monie~ or securities of the organization;
7.6.2 To cause the funds of the organization 10 be deposited in II regular business blink
01' trust company authorized to do business in the Commonwealth of Pennsylvania, or when
instructed by the Board of Direclors, in a savings bank i\uthorized 10 do business in the
Commonwealth of Pennsylvania;
7.6.3 To render. through the Director of Finance, at stated periods as the Board of
Directors shall determine, a written account of the tlnanees of lhe organh'.ation and such report
shall be physically ilrfixed to the minutes of the Board of Directors of such meeting; and
7.6.4 To exercise all duties incident to the oftlce of the Trea.~ures.
7.7 Election of OlTlcerli: The officers shall be elected at the annual meeting of the Board
of Di rectors.
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ARTICLE vm
EXECUTIVE DlRKCTOR AND FISCAL MANAGER
8.1 Executive Director: The Board of Directors shall employ an Executive Director and
shall fix his or her salary and benefits, sllbject to the terms and conditions set forth in a contract of
employment or agreed upon by the COJ1loration and the proposed ExeCUtive Director and approved by
the Board of Direcrors. The duties of the Executi ve Director shall include the following:
(i) implememing and operating the program and policies established by the Board
of Directors;
(ii) hiring, supervising, directing the work of and terminating employoos of the
Corporation, except that the employment of the Director of Finance shall be terminated only by
action of the Board of Directors;
(Hi) executing all contracl~, agreements, leases and other documents and instruments
on behal f of the Corporation which are necessary or appropriate to the conduct by thll
Corpuralion of its bnsinllss and to the implementation of policies and pl'ioritjes established by
the Board of Directors;
(jv) maintaining the fiscal integrity and responsibility of the Corporation;
(v) appointing a.12jrector of .finance;
(vi) performing such other functions as the chief executive of the Corporation lIS may
be necessary and appropriate to enablll the COJ1lorcltion to achieve its purposes.
8.2 Director of Finance: The Executive Dircctor shall appoint a Director of Finance to
supervise and manage all fiscal operations of the Corporation and to repolt to the Board or Directors
about the fIscal condition of the Corporation. The Director of Finance shall ~erve at the pleasllro of Lhe
Board of Directors and shall not be subject to lennination or dismissal accept by action of the Board of
Directors.
ARTTCT-E IX
INDEMNTFICA1'ION 01<' OFFICERS, DIRECTORS, EMPLOYEE..l!l AND AGENTS
9,1 Indemnity as to Witness: The Corporation shall indemnify any director or officer, and
may indemnify any olher employee or agcnt, who was or is a part.y to, or is threatened to be made a
party to, or who i~ called as a witness in connection with, any threatened, pending, 01' completed act.ion,
suit or proceeding, whether civil, cl'iminal, administrative or investigarive, other than an action by or in
the right of Lhe Corporation, by rea!lOn or Lhe fact that hc/~he is or was a director, officer, employee or
agenl of the Corporation, or is or was serving at the request of the Corporcltion as a dirllctor, officer,
employee or agllnt of another domcstic or foreign corporation for profit or not-for-profit, partllership,
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joinL venture, t['UsL or oLher enterprise, againsL expenses, inclucling attol1leys' fees, judgments, fines and
amounts paid in seLtlemem, actually and reasonably incurred by him/her in connection with such
action. suit or proceeding if sucll person acted in good faith and in a manner lie/she rea.~onably believe4
to be in. or not opposed to, the best interests of the Corporation. and, with respect to any criminal
action or proceeding. had no reasonable cause to believe his or her conduct was unlawfu\.
9.2 Indemnily as to Party: The Corporation shall indemnify any director or officer. and
may indemnify any other employee or agent, who was or is a party to, or is tllreatened [Q be made a
party to, any threatened, pending or completed action 01' suit by or in Lhe right of the CorpoTllLion to
procure a judgement in its favor by rcason of the fact that lie/she is or was a director, officer. employee
or agent of the CorporaLion 01' is or was sl3rving at the request of Lhe C01'po1"dtion as a direcLor, officer,
employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise against expenses, including attorneys' fee~, actually and
reasonably incurred by' him/her in connecLion with the defense or settlement of s1.1eh action or suit if
such person acted in good faith and in a manner he/she rea.~onably believed to be in, or nOL opposed to,
I he best i nteresls of the Corporation and except that no indemnification shall be made in respect of any
claim. issue or maLter as t.o which such person shall have been adjudged to he liable for negligence or
misconduct in the performance of his/her duty to the Corporation unless and only to the eXlent LhaLthe
court of common picas of the county in which the rcgistere4 office of the Corporation is located or the
COUlt ill which such action or suit was brougllt shall determine upon applicllt;on thaI, despite Lhe
adjudication of liahility but in view of all the circumstances of the case, such person is fairly and
reasonably entilled to indemnity for such expenses which the court of common pleas or such mher
court shall deem proper.
9.3 Survival of Other Rights: The indemnification and advancement of expenses provided
by, or granted pursuant to. this Article IX shall not be deemed excluo.ive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled unCleI' any Bylaw,
agreement, vole of disinterested dircctors or oLherwise, both as to action in hislher official capacity and
as LO action in another capacity while holding such office. It is the policy of the Corporation that
indemnHicaLion of. and advancemelltof expenses to, direcLors and officers of the COI'poration shall be
made to the fullest extent permincd by law. To Lhis end, the provisions of this Article lX shall be
(jeemeci to have been amended for the henefit of directors and officers of the Corporation effective
immediately upon any modification of Lhe Nonprofit Corporation Law of 1988 ("NPCL") or any
modification, or adoption of any other law that expands or enlarges the power or obligation of
corporations organized under the NPCL to indemnify. or advance expenses to, directors and officers of
corporations.
9.4 Payment of Expenses: The Corporation shall pay expenses incurred by an officer or
tlirector, and mllY pay expenses incurred by any other employee or agent, in defending an action. or
procceCling referred LO in this Article IX in advance of the final disposiLion of ~uch action or proceeding
upon receipt of an undertaking by OJ' on bellalf of such person to repay such amount if it shall
ultimately he c1etennined that he/she is nOL entitled to be indemnifieCl by the COtporalion.
9.5 Continuation of Indemnity and Expense AdvanceR: The indemnification and
advancement of expenses provided by, or granted pursuant to, this AI1iele IX shall, lll1less otherwise
provided when authori7.ed or ralified. cOl1lil1l\l~ as Lo a person who has ceased to be a director, officer,
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employee or agent of the Corporation .\nu shall inure Lo the benefiL of the heirs, executors and
auminis[rator~ of such person,
9,6 Indemnity Fund: The Corporation shall have the authority [0 create a fund of any
nature, which may, bUl need not be. under the control of a trustee, or otherwise secure 01' insure in any
manner, its indemnification obligations, wheLher arising under Lhese Bylaws or otherwise. This
authority shall include, wiLhautlimitation. the authority to: (i) deposit fund_ in trust or in escrow; (ii)
eSLablish any fOI'm of self-insurance; (im secure its indemnity obligation by grant of a security interest.
mortgage or other lien on the a.sseLs of the CorporaLion; or (iv) establish a letter of credit, guaranty or
surety arrangement for Lhe benefit of such persons ill connection with the anticipated indemnification
or advancement of expenses comemplated by this Arricle IX. The provisions of this Article IX shall
not be deemed to preclude the indemnification of, or advancemenL of expenses to, any person who is
nOL specified in SecLion 9.1 or Section 9.2 of this Articlc IX but whom the CorporllLion has the power
or obligation to indemnify, or to advance expenses for, undcr the provisions of the NPCL or otherwise.
The authority granted by this Section 9.6 shall be exercised by the Board of Oil'ecLors of Lhe
Corporalion,
9.7 Indemnification Agreements: The Corporation shall have the ftmhority LO enter into a
~eparate indemnification agreemcnt with any officer, director, employee 0\' agcnt of the Corporation or
allY subsidiary providing for such indemnification of such person as the Board ofOirectol's shall
UeLermiLle LIp to the fullest extem permitted by law.
9.8 Notice of Indemnity Claim: As soon as pri\Cticable llfter receipt hy any person
specified in Section 9.1 or SecLion 9.2 of this Article IX of notice oftbe commem:ement of any aClion,
suit or proceeding specified in Section 9.1 or Section 9.2 of Lhis Article IX. s1\ch person shall, if ft claim
with respect thercto may be made against the Corporation under Art;cle IX of Lhese Bylaws, notify the
Corporation in wriLing of the commencement or threat thereof; however, the omission so to nOLify Lhe
CorporaLion shall not relieve the Corporation from allY liability under Article IX of these ByhlWS unless
Lhe Corporation shall have been prejudiced thereby or from any oLher liability which it may have to
such person other than under Article IX of these Bylaws. With re.~pect to any sLlch aCLion as Lo whieh
such person notifies the Corporation ofthe commencement or threat thereof. the Corporation may
. pal1icipate Lherein at its own expense and, except as othelwise provided herein, to the extent that it
desires, thc Corporation, jointly with lIllY other indemnifying palty similarly notified, shall be entitled
. to assume the defense thereof, with counsel selected by the Corporation to the rea.~onable satisfaction
of such person. After notice from the Corporation to such person of iLs election to assume the defense
thereof, the Corporation shall noL be liable to such person under Article lX of these Bylaws for any
legal or othel' expenses sl\b~equemly incuJ'l'ed by s~lch per~on in connection with the defense thereof
other than as otherwise provided herein. Such person shilll have the right to employ hislher own
counsel in sLlch acLion, hut the fees and expcnses of such counsel incurred after nOLice from the
Corporation of its assumption of the defense thereof sha/1 be at the expense of such person unle~s: (i)
Lhe employment of counsel by such person shall have been allthori:r.ed by the Corporatioo; (ii) such
parson shall have reasonably concluded that there may be a conflict. of interest between the Corporation
and such person in rhe conduct of the defense of sllch proceeding; or (iii) Ihe CorporllLion shall not in
fact have employed counsel [0 assume the defen~ of such lIction, The Corporation 5halll1ot be cntitled
to asSUIl\C the defense of any procooding hrought by or on behalf of the Corporation or as to which such
person shall have rea.sonably concluded that there may be II conflict of intereSL. If indemnification
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under Article IX of these Bylaw~ or advancement of elC.penllCS are \lot paid or made by the Corporation,
or on its l1ehalf, within 90 days lifter a written claim for indemniJjcaLion or a request for an
advancement of expenllCs has been received by the Corporation, such person may, at any Lime j
Ihereafter, bring suiL against thc Corporation to recover the unpaid IImounl' of the claim or the '
advancement of expenscs. The right to indemnificaLion lInd advancemenL~ of expenses provided ,
hereunder shall be enforceable by such person in any court of competent jurisdiction. The burden of
proving that indemnification is nOL appropriate shan be on Lhe Corporation. Expenses reasonably
incurred l1y such person in connecLion with successfully establishing the right to indemnification or
advancement of expenses, in whole or in part, shall a1.~o l1e indemnified by the Corporation.
9.9 Insurance: The Corpormion shall have the power to purchase and maintain insurance
on behal f of any person who is or wa.~ a director, officer. employee or agent of the Corporation, or is or
waS serving at the reqtlest of \he Corporation as a director, orlicer, employee or agent of another
domesLic or foreign corporaLion for profit or not-for-profit, partnership, joint venture, trust or other
enterprise against any liability asserted ag<linsL him/her and incurred by him/her in any such capllcily, or
ariSing out of his/her status as such, wheLher 01' not the CorporaLion would have the power to indemn ify
him/her against such liability undeJ' the provisions of this Article JX.
9.10 Amendments Inconsistent with Article IX: Notwithstanding any other provisions of
these Bylaws, the approval of Lhe Board ofl)irectors shall be required to amend, repeal or adopt any
provision as part of these Bylaws which is inconsistent with Lhe purpose or intent of this Article lX,
and, if any such action shall be taken, it shall become effective only on a prospective basis from and
after the date of such Board of Directors apprav,ll.
ARTICJ.E X
COMPRNSA nON 01<' DIRECTORS AND OFFICERS
I
10.1 No officer or director shalll1y reason of his/her office be entitled to receive any salal')' or
cnrnpensa!ion, bUlnothing herein shall be construed to prevent any officer or director from receiving
any compensation from the organi7.ation for duties other than a~ director or officer, or reimbursement
for expenses actually incurred on hehalf of the Corporation.
ARTICLE XI
EXECUTIVE COMMITTEE
11.1 Membership: There shall be a standing Executive Committee composed ofJ.il.!ll.
elected officers of the Corporation and (m one director from each COllntv in tl:!e ComoraLion's service
arell LhuL is represented on the Board of Direc!ors bva directol': Drovide~. however. thllt no COllntv shall
be renresenteq 011 the Rxccl1[ive~C;QmITIiltee ~y'!l)rra l:h~n one direclllr.
] 1.2 Authority: The Executive Committee shall have full authority to function as a l30ard of
Directors between directors' meetings when. in rhe opinion nf the PresidenT, a decision must be made
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or action taken which wuuld not WaIT'olnt the .ealling of a special meeling before the next regularly
scheduled meeting. For infol1nation purposes only, written nOlificalion of any netion taken by the
Executive Committee shall be mailed to the entire Board of Directors within one week after lhe
Executive Committee has taken such action.
ARTICLE XU
COMMITTEES
12.1 All committees of.lh!l.Corporation shall be appointed by the Presidell[ and shall
continue until the end of the appointing President's tenn of office unless terminated sooner by the
President
AR1.1CLE XIII
RULES
Order.
13.1 The Board of Directors shall conducts its mootings in accordance with Roberts' Rules of
ARTICLE XIV
MANNER m' GIVING WRITTEN l'lOTlCE; W A-IVERS OF lItjOTICE
14.1 Delivery of Notice: Whenever writlen n!ltice is required to be given to any person
under the provisions of these Bylaw.~, it may be given to the person either personally or by sending a
copy thereof by firsl chlss or express mail, poslage prepaid, or by telegram (with messenger service,
specified), telex or TWX (wilh answer back received) or courier service, charges prepaid, or by
facsimile transmission, to his address (or 10 his telex, TWX or facsimile number) appearing on the
books of the Corporation or, in the cue of written notice to directors, supplied by each director to )e
Corporation for the purpose of dle notice. If the notice is sent by mail. telegraph or courier service it
~hall be deemed to have been given to the per~on enlWell thereto when depo~iLCu in the United Sta es
mail or with a telegrolph office or courier service for delivery to that person or. in the case of telex,
TWX. or facsimile transmission, when di~pllLChed.
] 4.2 Waiver of Nolij:e: Any written notice reqllireu to Ile given to any person under the
provisions of statute, the Corporation's Arlicles of Tncorporation or thcse Bylaws may be waived in a
writing signed by the person entitled 10 such notice whether before or after the time stated therein.
ExeeplllS otherwise required by slatule, and except in the case oI a special meeting, neither the
business to be lransacted at, nor the purpose of, a meeting nelld be specified in the waiver of notice.
Attendance of a person, whether in person 01' by proxy, at any meeting shall constitute a waiver of
notice of SLlch meeling. except where a person allend~ a meeting for the express purpose of objecting,
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allhe baginning of the meeLing, to the transaction of any husiness because lhe meeting was not lawfully
called or convened.
ARTICIJE XV
AMENDMENTS
15.1 ExcepL liS provided in SecLion 9.10 above, and except as provided in Section 5504(c) of
the NPCL, these Bylaws may ba ahered. amended, repealed or added to by an affirmative vote of not
less than a majoriLy of the directors at any regular or special meeting duly convened and after ten (10)
days wrilten notice has bean given of the proposel! amendments.
The foregoing Amendcd and Restated Bylaws of Mil!Penn Legal Services, Tnc., were adopteq
and approved by the Board of DirecLors of MidPenn Legal Sel'vices, Inc., aL a duly convened meeting
of the Board of Direclors on l:lecember 13, 2000.
Roy Price, Secretary
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LEGAL SERVICES, INC.
FINANCIAL STATEMENTS
WITH SUPPLEMENTARY INFORMATION
YEAR ENDED JUNE 30, 2000
(WITH COMPARATIVE TOTALS FOR 1999)
AND
INDEPENDENT AUDITOR'S REPORT
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'~I McKoNLy~A5BURY LLP
CERTIFIED PUBLIC ACCOUNTANTS
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LEGAL SERVICES, INC.
TABLE OF CONTENTS
Independent Auditor's Report
Statement of Financial position
Statement of Activities
Statement of Functional Expenses
Statement of Cash Flows
Notes to Financial Statements
Supplementary Information
Combining Schedule of Support, Revenues and
Detailed Expenses and Changes in Net Assets
Schedule of Federal Awards
Report on Compliance and on Internal Control
Over Financial Reporting Based on an Audit of
Financial Statements Performed in Accordance
wi th Governmen t Audi ting Standards
Report on Compliance With Requirements Applicable
to Each Major Program and Internal Control Over
Compliance in Accordance With OMB Circular A-133
Summary Schedule of Prior Audit Findings
Schedule of Findings and Questioned Costs
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6
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15
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18
20
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CLARCO E, ASBURY, CPA, CVA
TERRY L, HARRIS, CPA
ROBERT A, ROMAKO. CPA
GARY J, DUBAS, CPA
SCOTT A, HEINTZELMAN, CPA, CMA, CFE
GREGORY J, GAUDIO, CPA
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McKoNLy~ASBURY LLP
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CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS
AMERICAN AND PENNSYLVANIA
INSTITUTES OF CERTIFIED PUBLIC
ACCOUNTANTS
_C_~=-I INTERNATIONAL GROUP OF
~ ACCOUNTING FIRMS
---=--:.r:-:...
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
Legal Services, Inc.
Carlisle, Pennsylvania
We have audited the statement of financial position of Legal Services, Inc.
(LS) as of June 30, 2000 and the related statements of activities, functional
expenses, and cash flows for the year then ended. These financial statements
are the responsibility of LS's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and the standards applicable to financial audits contained in Government
Auditing Standards, issued by the Comptroller General of the United States.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significaht estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our op1n1on, the financial statements referred to above present fairly, in
all material respects, the financial position of LS at June 30, 2000, and the
changes in its net assets and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated August 24, 2000 on our consideration of LS I S internal control over
financial reporting and over tests of its compliance with certain provisions of
laws, regulations, contracts and grants.
415 FALLOW FIELD ROAD
2ND FLOOR. CAMP HILL, PA 17011
(717) 761-7910 . FAX (71 7) 761-7944
~
MAILING ADDRESS: P.O. BOX 1331
HARRISBURG, PA 17105
WEB SITE: wWw.macpds.com
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OUr audit was conducted for the purpose of forming an opl.m.on on the basic
financial statements of LS taken as a whole. The supplementary information on
pages 15 to 16 is presented for purposes of additional analysis and is not a
required part of the financial statements of LS. The accompanying schedule of
federal awards is presented for purposes of additional analysis as required by
U.S. Office of Management and Budget Circular A-133, Audits of States, Local
Gove=ents, and Non-Profit Organizations, and is also not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.
Harrisburg, Pennsylvania
August 24, 2000
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LEGAL SERVICES, INC.
STATEMENT OF FINANCIAL POSITION
JUNE 30, 2000
(WITH COMPARATIVE TOTALS FOR JUNE 30, 1999)
ASSETS
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2000 1999
Cash and cash equivalents $ 173,163 $ 107,247
Investments 143,346 134,059
Accounts receivable
Pennsylvania Legal Services 11,114 11,202
Disability Advocacy Program 1,388 1,409
Other 39,474 18,179
Prepaid expenses 1,307 2,008
Furniture and equipment 98,773 85,102
Law library 45,835 49,296
Accumulated depreciation (96,751) (86,351)
Total assets $ 417,649 $ 322,151
LIABILITIES AND NET ASSETS
Accounts payable and accrued expenses $ 21,592 $ 11,896
Accrued compensated absences 25,934 29,908
payroll taxes payable 16,183 14,574
Refundable advances
Legal Services Corporation 17,895 17,922
Other 13,784 1,260
Total liabilities 95,388 75,560
, Net assets - unrestricted 322,261 246,591
Total liabilities and net assets $ 417,649 $ 322,151
The accompanying notes are an integral
part of these financial statements.
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LEGAL SERVICES, INC.
STATEMENT OF ACTIVITIES
YEAR ENDED JUNE 30, 2000
(WITH COMPARATIVE TOTALS FOR 1999)
2000
Revenue, gains and other support
Contracts and grants
Contributions
In-kind contributions
Other
Court awards
Interest income
Net realized and unrealized
gains on investments
$ 714,050
174,488
182,102
7.486
5,125
9,287
Total revenues, gains and other support
1,092,538
Expenses
Program services
Management and general
Fundraising
913,371
101,745
1,752
Total expenses
1,016,868
Change in net assets
75,670
Net assets - beginning
246,591
Net assets - ending
$ 322,261
The accompanying notes are an integral
part of these financial statements.
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1999
$ 614,253
236,089
182,546
9,595
6,032
9,580
1,058,095
917,127
83.219
1,899
1,002,245
55,850
190,741
$ 246,591
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LEGAL SERVICES, INC.
STATEMENT OF FUNCTIONAL EXPENSES
YEAR ENDED JUNE 30, 2000
(WITH COMPARATIVE TOTALS FOR 1999)
Program Management Total Total
Services and General Fundraising 2000 1999
Salaries $ 491,974 $ 72,318 $ 653 $ 564,945 $ 517,618
Volunteer services 162,608 162,608 224,209
Fringe benefits 114,612 12,059 169 126,840 113,058
Consultants and
contractors 12,406 1,306 13,712 10,127
Travel 5,168 577 5,745 4,618
Space costs 38,111 2,760 35 40,906 40,788
Consumable supplies 18,313 1,927 25 20,265 16,059
Equipment-related
expense 3,268 3,268 4,789
Other 51,811 10,798 870 63,479 58,214
Depreciation 15,100 15,100 12,765
Total expenses $ 913,371 $ 101,745 $ 1,752 $1,016,868 $1,002,245
The accompanying notes are an integral
part of these financial statements.
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LEGAL SERVICES, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED JUNE 30, 2000
(WITH COMPARATIVE TOTALS FOR 1999)
cash flows from operating activities
Change in net assets
Adjustments to reconcile change in net
assets to net cash provided by operating
activities
Depreciation
Donation of fixed assets
(Increase) decrease in
Accounts receivable
Pennsylvania Legal Services
Disability Advocacy Program
Other
Prepaid expenses
Increase (decrease) in
Accounts payable and accrued expenses
Accrued compensated absences
Payroll taxes payable
Deferred revenue
Net cash provided by operating activities
Cash flows from investing activities
purchases of property and equipment
purchases for law library
Increase in investments
Net cash used in investing
activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents - beginning
Cash and cash equivalents - ending
Nonoash Investing and Financing Activities
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2000
$ 75,670
15,100
(1,500)
88
21
(21,295)
701
9,696
(3,974)
1,609
12,497
88,613
(13,410)
(9,287)
(22,697)
65,916
107,247
$ 173,163
1999
$ 55,850
12,765
52
75
2,696
222
4,876
(1,090)
(50)
(17,812)
57,584
(45,539)
(3,583)
(12,130)
(61,252)
(3,668)
110,915
$ 107,247
During 2000, the Corporation received donated fixed assets having a fair market value
of $1,500.
The accompanying notes are an integral
part of these financial statements.
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LEGAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Background
Legal Services, Inc. (Corporation) is a nonprofit corporation organized to
provide civil legal representation for the poor and disadvantaged in the
Commonwealth of pennsylvania. The Corporation is part of a network of twenty-two
separate organizations, each with their own management team, maintaining 67
offices, and servicing all of Pennsylvania's 67 counties. With its reliance on
discretionary government funding, the philanthropic community and the volunteer
services of attorneys and others, it represents its targeted clientele in
matters such as protection from abuse, custody, governmental benefits including
social security, food stamps, housing assistance, and unemployment compensation,
eviction, consumer fraud and other emerging civil matters.
The Corporation is funded on a year-to-year basis through a contract with
Pennsylvania Legal Services {PLS}. Funding for the contract is provided by the
Commonwealth of Pennsylvania Department of Public Welfare (DPW) with
Commonwealth and Federal Title XX funds. Additional funding is obtained from
Legal Services Corporation {LSC} , a nonprofit corporation organized by the U.S.
Congress to administer a nationwide legal assistance program, from United Ways,
county government, IOLTA and other public and private sources.
Basis of Accounting
The Corporation follows the accrual basis of accounting and accordingly has
reflected all significant receivables, payab1es, and other liabilities. The
Corporation recognizes contract revenue earned to the extent that eligible costs
are incurred. The financial statements also incorporate applicable provisions of
the Legal Services Corporation, Audit and Accounting Guide for Recipients and
Auditors. .
Basis of Presentation
The Corporation presents its financial statements in accordance with Statement
of Financial Accounting Standard (SFAS) No. 117, Financial Statements of Not-
for-Profit Organizations. Under SFAS No. 117, the Corporation is required to
report information regarding its financial position and activities according to
three classes of net assets: unrestricted net assets, temporarily restricted net
assets, and permanently restricted net assets. In addition, the Corporation is
required to present a statement of cash flows.
(continued)
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LEGAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (Cont' d)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
Contributions
The Corporation reports contributions in accordance with SFAS No. 116,
Accounting for Contributions Received and Made. Under SFAS No. 116,
contributions received are recorded as unrestricted, temporarily restricted, or
permanently restricted support. This requirement is dependent on the existence
and/or nature of any donor restrictions. Support that is restricted by the donor
is reported as an increase in unrestricted net assets if the restriction expires
in the reporting period in which the support is recognized. All other donor.
restricted support is reported as an increase in temporarily or permanently
restricted net assets, depending on the nature of the restriction. When a
restriction expires (that is, when a stipulated time restriction ends or purpose
restriction is accomplished), temporarily restricted net assets are reclassified
to unrestricted net assets and reported in the Statement of Activities as net
assets released from restrictions.
Promises to Give
Unconditional promises to give that are expected to be collected within one year
are recorded at net realizable value. Unconditional promises to give that are
expected to be collected in future years are recorded at the present value of
their estimated future cash flows. The discounts on those amounts are computed
using risk-free interest rates applicable to the years in which the promises are
received. Amortization on the discounts is included in contribution revenue.
Conditional promises to give are not included as support until the conditions
are Substantially met.
Ma.aagement's Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Functional Allocation of ~enses
The costs of providing the various programs and activities have been summarized
on a functional basis on the statement of activities. Accordingly, certain costs
have been allocated among programs and support services.
Cash a.ad Cash Equivalents
The Corporation considers all highly liquid deposits with an original maturity
of three months or less when purchased to be cash equivalents.
(continued)
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NOTES TO FINANCIAL STATEMENTS (Cont'd)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
Investments
The Corporation carries investments in a bank administered investment account at
fair market value. Unrealized gains and losses are included in the change in net
assets in the accompanying statement of activities.
Property and Bquipment
Property, consisting of office furniture, equipment
including library books and multiple volume sets, has
Depreciation and amortization is computed using the
the estimated useful lives of the respective assets,
years.
and law library items,
been capitalized at cost.
straight-line method over
which range from 5 to 10
Compensated Absences
Employees are permitted to carry over a predetermined maximum number of unused
vacation days from one fiscal year to the next. Employees receive payment for
their unused vacation, up to that maximum, at termination. In accordance with
generally accepted accounting principles, the Corporation has established a
liability for unused vacation up to the current maximum.
In-Kind Contributions
Donated in-kind contributions are recorded at fair market value at the time of
receipt. These contributions are recognized as both support and expenses in the
statement of activities. Only those contributed services that create or enhance
nonfinancial assets, require skills and are provided by such individuals
possessing those skills and would typically need to be purchased, if not
provided by donation, are so recognized in the financial statements. Local
attorneys, law students and secretarial personnel volunteered services in the
amount of $162,608. In addition, in-kind rent of the Chambersburg office was
$11,880 and equipment was donated valued at $1,500. The rate used in determining
the value of in-kind contributions from local attorneys was $75 per hour.
EXpense Allocation
The Corporation allocates expenses among the Pennsylvania Legal Services (PLS) ,
the Legal Services corporation (LSC) and other funding sources. The expense
allocation among funding sources is made based on annualized budgetary revenue
relationships and by specific identification.
(continued)
9
I:'!~-"""""'~~
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o
LEGAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (Cont'd)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
C~rat1ve Totals
The financial statements include certain prior-year summarized comparative
information in total but not by net asset class. Such information does not
include sufficient detail to constitute a presentation in conformity with
generally accepted accounting principles. Accordingly, such information should
be read in conjunction with the Corporation's financial statements for the year
ended June 30, 2000 from which the summarized information was derived.
2. INVESTMENTS
A schedule of investments at June 30, 2000 follows:
Fair Value
Cost
Unrealized
Appreciation
Mellon Bank
Invested cash $ 11,340 $ 11,340
Mutual fund 132.006 100.093
S 143.346 S 111. 433
$
31. 913
S 31. 913
3. PROPERTY AND EQUIPMENT
Property, equipment and law library together with estimated useful lives are as
follows at June 30, 2000:
2000
Estimated
Useful
Lives
Furniture and equipment
Law library
$
98,773
45.835
5 years
10 years
S 144.608
Depreciation expense was $15,100 for the year ended June 30, 2000.
(continued)
10
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o
LEGAL SERVICES, INC.
o
NOTES TO FINANCIAL STATEMENTS (Cont'd)
4. LEASES
The Corporation leases office facilities at Carlisle, Gettysburg, and
Chambersburg, pennsylvania. The leases provide for annual fixed rental payments
plus certain real estate expenses. The Gettysburg lease extends for a period
longer than one year; however, it is cancelable without penalty in the event the
Corporation is unable to secure sufficient funding to finance its programs.
Total rent expense for the year ended June 30, 2000 was $34,132.
5. FUNDING
The receivable from PLS as of June 30, 2000 represents reimbursements due to the
corporation for eligible expended or obligated program costs incurred during the
year.
Additional funding is obtained from LSC, a nonprofit corporation organized by
the U.S. Congress to administer a nationwide legal assistance program. LSC
requires programs receiving funding to implement procedures to expense at a
minimum a predetermined portion of its funding activity for private attorney
involvement (PAl). This requirement was intended to increase private attorney
participation in service delivery and lead to increased communication and
cooperation with state and local bar associations.
LSC funds remaining unused at the end of an accounting period are carried in the
applicable net assets balance. In accordance with the normal policies of LSC,
the Corporation may retain unexpended funds for use in future periods, provided
that expenses incurred are in compliance with the specified terms of the grant.
LSC may, at its discretion, require reimbursement for expenses or return of
funds, or both, as a result of noncompliance by the Corporation with its terms.
In addition, if the Corporation terminates its legal assistance activities, all
unexpended funds are to be returned to the funding source. LSC also retains a
reversionary interest in property, as well as the right to determine the
ultimate use of any proceeds from the sale of assets purchased with its funding.
Continued operations of the Corporation are contingent upon its future funding
by DPW and LSC. DPW's and LSC's funding are dependent on the budgeting processes
of the Commonwealth of Pennsylvania and the federal government. The Corporation
has no contingency plan in the event such funding is no longer available.
( continued)
11
^~'l!"Ml!"~--"'~
1
o
LEGAL SERVICES, INC.
o
NOTES TO FINANCIAL STATEMENTS (Cont'd)
6. INCOME TAXES
The Corporation is exempt from Federal income taxes under Section SOllc) (3) of
the Internal Revenue Service Code, as well as from Pennsylvania State corporate
taxes. In addition, the Corporation has been determined by the Internal Revenue
Service not to be a "Private Foundation" within the meaning of Section S09(a) of
the Code.
7. COMMITMENTS AND CONTINGENCIES
Grants received are subject to audit and adjustment by grantor agencies,
principally LSC and PLS. Any disallowed claims, including amounts already
collected, may constitute a liability of the applicable funds. The amount, if
any, of expenses which may be disallowed by the grantor cannot be determined at
this time, although the Corporation expects such amounts, if any, to be
immaterial.
8. NET ASSETS
Net assets for the year ended June 30, 2000 consists of the following:
Unrestricted
Property and equipment
Other unrestricted
$ 47,857
274,404
Total
S 322,261
9. CONDITIONAL PROMISES TO GIVE
The Corporation has a contract with Legal Services corporation to provide
legal services. The contract runs from January 1, 2000 to December 31, 2000.
At June 30, 2000 the remaining six months of the contract totaling $107,370 is
considered a conditional promise to give, conditional upon the submission of
allowable costs.
(continued)
12
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LEGAL SERVICES, INC.
o
NOTES TO FINANCIAL STATEMENTS (Cont' d)
10. PLAN TO MERGE
A memorandum of understanding dated August 24, 2000 states the intent of the
Corporation to merge with two other legal service entities Central
Pennsylvania Legal Services and Keystone Legal Services (collectively known as
Mid-Penn Legal Services) on or before January 1, 2001. It is not presently
determinable what effect the merger will have on the corporation's financial
position.
In addition, these entities received a joint grant in the amount of $55,000
from the Pennsylvania Interest on Lawyers Trust Account Board (PAIOLTA). LS
was designated as the lead recipient of the grant and was responsible for
oversight and financial reporting to PAIOLTA. For the year ended June 30,
2000, $7,000 of the grant was recorded as revenue by LB.
11. FINANCIAL INSTRUMENTS
The Corporation maintains its cash balances at various financial institutions.
The balances are insured by the Federal Deposit Insurance Corporation (FDIC)
up to an aggregate amount of $100,000 per financial institution. At June 30,
2000, the Corporation maintained several cash balances at Keystone Financial
that in total exceeded the FDIC insurance limit by $95,777.
13
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LEGAL SERVICES, INC.
o
SCHEDULE OF FEDERAL AWARDS
YEAR ENDED JUNE 30, 2000
Federal Grantor/Pass-Through Grantor/program Title
Agency
Number
Total
Expenses
U.S. Department of Health and Human Services
Passed through Commonwealth of pennsylvania
Department of Public Welfare:
pennsylvania Legal Services:
Title xx social Services Block Grant
93.667
$ 91,618
U.S. Department of Justice
Domestic Violence Victims' Civil Legal Assistance
Program
16.524
61,461
Passed through cumberland County
Stop Violence Against Women Formula
Grant Program
16.588 20,000
Passed through Adams County
Stop Violence Against Women Formula
Grant Program
16.588 584
Passed through Franklin County
Stop Violence Against Women Formula
Grant Program
16.588 37,300
Passed through Fulton County
Stop Violence Against Women Formula
i6.588 14,700
Passed through Community Legal Services
Administration on Developmental Disabilities
93.631 13,878
U.S. Congress
Legal Services Corporation
09 214,893
Total
$ 454,434
NOTBS:
1. GENERAL
The schedule of federal awards reflects the activity of all federal financial
assistance programs of Legal Services, Inc.
2. BASIS OF ACCOUNTING
The schedule of federal awards is prepared using the accrual basis of accounting.
17
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CLARENO ASBURY, CPA, CVA
TERRY L. HARRIS, CPA
ROBERT A. ROMAKO, CPA
GARY J. DUBAS, CPA
SCOTT A. HEINTZELMAN, CPA, CMA, CFE
GREGORY j. GAUDIO, CPA
~t'<l-Iing ~ k,
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~KoNLY~ASBURY W'
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MEMBERS
AMERICAN AND PENNSYLVANIA
INSTITUTES OF CERTIFIED PUBLIC
ACCOU NTANTS
CERTIFIED PUBLIC ACCOUNTANTS
~J
INTERNATIONAL GROUP OF
ACCOUNTING FIRMS
REPORT ON COMPLIANCE AND ON INTERNAL CONTROL OVER
FINANCIAL REPORTING BASED ON AN AUDIT OF FINANCIAL
STATEMENTS PERFORMED IN ACCORDANCE WITH
GOVERNMENT AUDITING STANDARDS
The Board of Directors
Legal Services, Inc.
Carlisle, Pennsylvania
We have audited the financial statements of Legal Services, Inc. (LS) as of and
for the year ended June 30, 2000, and have issued our report thereon dated
August 24, 2000, We conducted our audit in accordance with generally accepted
auditing standards and the standards applicable to financial audits contained
in Government Auditing Standards, issued by the Comptroller General of the
United States.
Comoliance
As part of obtaining reasonable assurance about whether LS's financial
statements are free of material misstatement, we performed tests of its
compliance with certain provisions of laws, regulations, contracts and grants,
noncompliance with which could have a direct and material effect on the
determination of financial statement amounts. However, providing an opinion on
compliance with those provisions was not an objective of our audit and,
accordingly, we do not express such an opinion. The results of our tests
disclosed no instances of noncompliance that are required to be reported under
Governrnen t Audi ting Standards.
Internal Control OVer Financial Reoortina
In planning and performing our audit, we considered LS's internal control over
Hnancial reporting in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and not to
provide assurance on the internal control over financial reporting. Our
~onsideration of the internal control over financial reporting would not
necessarily disclose all matters in the internal control over financial
(continued)
18
415 FALLOWFIELD ROAD
2Nn FLOOR. CAMP HILl., PA 17011
(717) 761-7910 . FAX (71 7) 761-7944
~
MAILING ADDRESS: P.O. BOX 1331
HARRISBURG, PA 17105
WEB SITE: www.macpas.com
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reporting that might be material weaknesses. A material weakness is a condition
in which the design or operation of one or more of the internal control
components does not reduce to a relatively low level the risk that
misstatements in amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a timely period
by employees in the normal course of performing their assigned functions. We
noted no matters involving the internal control over financial reporting and
its operation that we consider to be material weaknesses.
This report is intended for the information of the audit committee, management
and federal awarding agencies and pass-through entities and is not intended to
be and should not be used by anyone other than these specified parties.
Harrisburg, Pennsylvania
August 24, 2000
)",,1'701- a. 7/.~P
19
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CLARO E. ASBURY, CPA, CVA
TERRY L. HARRIS, CPA
ROBERT A. ROMAKO, CPA
GARY J. DUBAS, CPA
SCOTT A. HEINTZELMAN, CPA, CMA, CFE
GREGORY J. GAUDIO, CPA
~t9-Ung 2S k,
. ~ f'",.
. \Y 'd>
~KoNLY~ASBURY LLP
, CERTlAED PUBLIC ACCOUNTANTS
MEMBERS
AMERICAN AND PENNSYLVANIA
INSTITUTES OF CERTIFIED PUBLIC
ACCOUNTANTS
~
..
INTERNATIONAL GROUP OF
ACCOUNTING FIRMS
REPORT ON COMPLIANCE WITH REQUIREMENTS APPLICABLE
TO EACH MAJOR PROGRAM AND INTERNAL CONTROL OVER COMPLIANCE
IN ACCORDANCE WITH OMB CIRCULAR A-133
The Board of Directors
Legal Services, Inc.
Carlisle, Pennsylvania
Comnliance
We have audited the compliance of Legal Services, Inc. (LS) with the types of
compliance requirements described in the U. S. Office of Management and Budget
10MB) Circular A-133 Compliance Supplement and Legal Services Corporation ILSC)
Audit Guide for Recipients and Auditors and Compliance Supplement that are
applicable to each of its major federal programs for the year ended June 30,
2000. LS' s major federal programs are identified in the summary of auditor's
results section of the accompanying schedule of findings and questioned costs.
Compliance with the requirements of laws, regulations, contracts and grants
applicable to each of its major federal programs is the responsibility of LS's
management. Our responsibility is to express an opinion on LS' s compliance
based on our audit.
We conducted our audit of compliance in accordance with generally accepted
auditing standards; the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the United
States; and OMB Circular A-133, Audics of States, Local Governments, and Non-
Profit Organizations; and the LSC Audit Guide for Recipients and Auditors.
Those standards and OMS Circular A-133 require that we plan and perform the
audit to obtain reasonable assurance about whether noncompliance with the types
of compliance requirements referred to above that could have a direct and
material effect on a major federal program occurred. An audit includes
examlnlng, on a test basis, evidence about LS's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for
our opinion. Our audit does not provide a legal determination on LS's
compliance with those requirements.
(continued)
20
41'1 FAllOWFIElD ROAD
2ND FLOOR. CAMP Hill, PA 17011
(717) n 1 ~791 () . FAX (717) 761-7944
~
MAILING ADDRESS: P.O. BOX 1331
HARRISBURG, PA 17105
WEB SITE: www.macpas.com
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In our op1nJ.on, LS complied, in all
referred to above that are applicable
the year ended June 30, 2000.
material respects, with the requirements
to each of its major federal programs for
Internal Control Over Comoliance
The management of LS is responsible for establishing and maintaining effective
internal control over compliance with requirements of laws, regulations,
contracts and grants applicable to federal programs. In planning and performing
our audit, we considered LS' s internal control over compliance with
requirements that could have a direct and material effect on a major federal
program in order to determine our auditing procedures for the purpose of
expressing our opinion on compliance and to test and report on internal control
over compliance in accordance with OMS Circular A-133.
Our consideration of the internal control over compliance would not necessarily
disclose all matters in the internal control that might be material weaknesses.
A material weakness is a condition in which the design or operation of one or
more of the internal control components does not reduce to a relatively low
level the risk that noncompliance with applicable requirements of laws,
regulations, contracts and grants that would be material in relation to a major
federal program being audited may occur and not be detected within a timely
period by employees in the normal course of performing their assigned
functions. We noted no matters involving the internal control over compliance
and its operation that we consider to be material weaknesses.
This report is intended for the information of the audit committee, management
and federal awarding agencies and pass-through entities and is not intended to
be and should not be used by anyone other than these specified parties.
Harrisburg, Pennsylvania
August 24, 2000
)",,1'7.'" a./~I.~p
21
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Prior Year Findinas
None
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LEGAL SERVICES, INC.
SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS
YEAR ENDED JUNE 30, 2000
22
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LEGAL SERVICES, INC.
SCHEDULE OF FINDINGS AND QUESTIONED COSTS
YEAR ENDED JUNE 30, 2000
1) Summary of Auditor's Results
(i)
An unqualified opinion was issued on the financial statements.
(ii)
There were no reportable conditions in internal controls.
(iii)
There was no noncompliance which was material to the financial
statements.
(iv)
There were no reportable conditions in internal control over major
programs.
(v) An unqualified opinion was issued on compliance for major
programs.
(vi)
There were no audit findings which were required to be reported
under OMS circular A-133 ~.510(a).
(vii)
Major programs consisted of the following:
a) Legal Services Corporation
b) Title XX Social Services Block Grant 93.667
(viii) The dollar threshold used to distinguish between Type A and Type B
programs was $300,000.
(ix) In accordance with the Legal Services Corporation Compliance
Supplement for Audits of LSC Recipients, Legal Services, Inc. was
determined not to be a low-risk auditee.
2) There were no findings relating to the financial statements which are
required to be reported in accordance with GAGAS.
3) There were no findings and questioned costs for federal awards which would
include audit findings as defined in OMB Circular A-133 ~.510(a).
23
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INRI:
PETITION OF LEGAL SRVlCES, INC.,
a PeMlylvUli& ftOftoproflt corporaUOII
I ClJMBERLAmt COVl\lTY, PENNSYLVANIA
; ORl'IIANS' COWT DMSlON
.
.
: NO.
VERD'I~UOl!
r, moMAS PLACE, veri& that 1 am the Cb&lrmu or tht Boud or Directors of Loal!
SeMa.., Ifta., :PetltlOfttl' In thl,lGtlon; that thoattaohod PttltlOA I. baled upon flIotl ot'whloh I have
peraonaI knowledp or Information fumilhod to me by collllSClli IIld that the ram set forth in the
foroJoias doownollt arc true and corroct to the best of my knowledse, information and boliof. I
wuleratancl that the ltatemontl horoln an made IUbJect to the penalties of 18 Pa. C. a.A. 14904
reI,lt. to UlISwom fals1flOltlOD to authontlu"
~ %l.A/1/1 Yl, b7T ~
thomas~
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INRE:
PETmON OF LEGAL SERVICES, INC.,
a Pennsylvania non-profit corporation
: CUMBERLAND COUNTY, PENNSYL VANIA
: ORPHANS' COURT DMSION
: NO.
CERTIFICATE OF SERVICE
I, JOHN DELORENZO, ESQUIRE, certify that on this date, I served a certified true and
correct copy of the foregoing Petition for Declaratory Judgment of Non diversion of Property upon
the following counsel of record, by hand-delivery to:
Commonwealth of Pennsylvania
Office of the Attorney General
16th Floor, Strawberry Square
Harrisburg, PA 17120
,
o DeLorenzo, E
pro J.D. 72190
Date: January 10, 2001
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