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HomeMy WebLinkAbout09-21-12~, #~7 ~7 '~ ~~ ~ l f"' ~? ~ C!7 ~- ~-- ~ 7T 1, IN THE COURT OF COMMON PLEAS ~~' ~ g 3 ~-- ~ OF CUMBERLAND COUNTY, PENNSYLVANIA ; ~ ORPHANS COURT DIVISION ~ ca cn ~;, ~ u± IN RE: MERGER OF PENNSYLVANIA PARTNERS AND PENNSYLVANIA ASSOCIATION OF WORKFORCE INVESTMENT BOARDS No: 2'~Z - ~V~q PETITION FOR THE APPROVAL OF MERGER OF PENNSYLVANIA PARTNERS AND PENNSYLVANIA ASSOCIATION OF WORKFORCE INVESTMENT BOARDS TO THE HONORABLE THE JUDGES OF SAID COURT: The petitioners respectfully represent that: 1. The jurisdiction of the Orphans' Court Division over this matter is conferred under Rule 2156(1) of the Pennsylvania Rules of Judicial Administration, under Section 5547(b) of the Pennsylvania Nonprofit Corporation Law of 1988, as amended (15 Pa. C.S.A. § 5547(b)), and under section 726 of the Probate, Estates and Fiduciaries Code (20 Pa. C.S.A. § 726). 2. The Petitioners aze Pennsylvania Partners ("Pa Partners") and the Pennsylvania Association of Workforce Investment Boards ("Pa WIB"). 3. Pa Partners is a Pennsylvania nonprofit corporation with offices at 205 House Avenue, Suite 101, Camp Hill, Pennsylvania that was incorporated on June 2, 1989 to provide a 3693841-1 7. common forum for discussion of workforce development topics, assist in developing the means of improving program performance, develop and implement a means to make technical assistance available, enhance the professionalism of workforce development professionals, and increase the understanding of legislation and provide clarity on legislative issues. Copies of the Articles of Incorporation and Bylaws of Pa Partners aze attached hereto as Exhibits "A" and "B." 4. Pa WIB is a Pennsylvania nonprofit corporation with offices at 3 Kelly Squaze, Route 15 North, Lewisburg, Pennsylvania, that was incorporated on March 25, 2003, to serve Pennsylvania's Workforce Investment Boards through the promotion of best practices, communication to the state Workforce Investment Boazd and state and federal authorities on workforce issues, the enhancement of cooperation of workforce investment boazds in developing regional and state-wide links and partnerships, and the improvement of a unified, seamless system for the delivery of workforce services. A copy of the Bylaws of Pa WIB is attached hereto as Exhibit "C." During the last several years, to save administrative costs, Pa Partners has provided association management services to Pa WIB, including meeting management, administrative services and record keeping, communications to members, maintenance of bank accounts, the maintenance of a web page, the presentation of an industry partnership symposium and an annual employment, education and training conference, and other items. A copy of the 2012 Agreement for Association Management Services between the Petitioners is attached as Exhibit "D." 6. The respective Boazds of Directors of Pa Partners and Pa WIB believe that the charitable purposes of both organizations are substantially identical and that additional administrative costs can be saved through the formal merger of the two entities. 3693841-1 2 I. 7. The Boards have therefore adopted a formal Plan of Merger executed by both Petitioners. A copy of the Plan of Merger is attached as Exhibit "E" 8. As described more fully in the Plan of Merger, the surviving entity in the merger will be Pa Partners, and the new name of the combined entity will be Pennsylvania Workforce Development Association. As a result, the assets of Pa WIB will be transferred to Pa Partners. 9. The Pennsylvania Workforce Development Association will continue to perform the mission and purpose of Pa Partners and Pa WIB. 10. T'he charitable assets to be transferred have a total market value of less than $60,000. A copy of the current Balance Sheet of Pa WIB is attached as Exhibit "F"; a copy of the 2010 Audited Financial Statements of Pa Partners is attached as Exhibit "G." 11. Since the proposed transaction constitutes a potential fundamental corporate change which involves a transfer of substantial charitable assets, Petitioners sought the approval of the transfer from the Charitable Trusts and Organizations Section of the Office of the Attorney General of the Commonwealth of Pennsylvania. In a letter dated August 6, 2012, the Petitioners notified the Pennsylvania Office of the Attorney General of its intentions. A true and correct copy of the correspondence is attached hereto as Exhibit "H." Petitioners have subsequently received a "no objection" letter from the Pennsylvania Office of the Attorney General. A true and correct copy of the "no objection" letter is attached hereto as Exhibit "I." 12. The transfer will not result in any property committed to charitable purposes being diverted from the intent for which it was granted, devised, donated or accumulated. 13. The Petition has been properly served by first class mail upon Michael T. Foerster, Esquire, Deputy Attorney General, Charitable Trusts and Organizations Section of the Office of the Attorney General of the Commonwealth of Pennsylvania. 3693841-I 3 1 I~ WHEREFORE, Petitioners respectfully request that this Honorable Court approve the merger of Pennsylvania Partners and Pennsylvania Association of Workforce Investment Boazds and the transfer of the assets of Pennsylvania Association of Workforce Investment Boazds to Pennsylvania Partners in connection with the merger. Respectfully submitted, BARLEY SNYDER, L By: Alex E. s uire Court I.D. 200987 100 East Mazket Street P. O. Box 15012 York, PA 17405-7012 (717) 852-4975 Attorney for Petitioners Pennsylvania Partners and Pennsylvania Association of Workforce Investment Boards 3693841-1 4 a ~~ COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF LANCASTER . Linda Blake, Executive Director of Pennsylvania Partners, being duly affirmed according to law, deposes and says that the facts set forth in the foregoing Amended Petition are true and correct to the best of his/her knowledge, information and belief. Linda Blake Executive Director -Pennsylvania Partners ,, COMMONWEALTH OF PENNSYLVANIA COUNTY OF LANCASTER SS: Stephen K. Fries, Co-Chair of the Pennsylvania Association of Workforce Investment Boards, being duly affirmed according to law, deposes and says that the facts set forth in the foregoing Amended Petition are true and correct to the best of his/her knowledge, information and belief. By. ' Stephen K. Fries Manager of Human Resources Alcoa Mill Products t. COMMONWEALTH OF PENNSYLVANIA COUNTY OF LANCASTER SS: Shelley l~iastrella, Co-chair of the Pennsyhania Association of Workforce Investment Boards, being duly affirmed according to law, deposes and says that the facts set forth in the foregoing Amended Petition are true and correct to the best ofhis/her knowledge, information and belief. B~!: Shelley Mastrella Director, Tat t A uisition & Workforce Inclusion Hershey Entertainment & Resorts Company VERIFICATION I, Alex E. Snyder, Esquire, verify that he is attorney for Petitioners, that he is authorized to represent Petitioners in this action, that he has acquired the facts supporting the within Petition for the Approval of the Merger of Pennsylvania Partners and Pennsylvania Association of Workforce Investment Boards in his capacity as attorney for Petitioners, that time is of the essence in filing this Petition, and that the facts set forth in the within Petition are true and correct to the best of his knowledge, information and belief. He understands that false statements herein are made subject to the penalties of 18 Pa.C.S.A. Section 4904 relating to unsworn falsification to authorities. Date: September 20, 2012 Alex E. S d q ' e 3693841-1 ,. .: ~ AUG 1? ' 92 1458 a .~w.w,.,r ' ... t7~i~ 'T' ~OIIPOwAtIf~N . P.2i7 ~. t COEE'ORA770N EtJREALI OAT Oi TAT! ilOOY ~, ~f i1 ~IM/CE tl.O~i. ~.lA iTl~ ~CS~s~tar Saa2. ~ne~ aAa Ts's a~~e~a a Not'~wssa~ ,• CI?'Y aORllflr - RA'1'Z ZIP CQas ~t nsaster Lasicastsr Pamitsylvania L7603 sxKA1N TII~ Y~{>~ ~ ~~ 001~4AAr10N The purpoaa of t3~a corgorstioa is to anhsaea the delivery of amlp].vysleat sad trsiniaE services by provtdiAE a cosiscau forums sad voice for tapies to the e~eploTs-sat salt trainiA; field, assist is devalopia~ the naaas for #aprovsd progzsai partoralince, deva3.op sad iapleaeat tec~c:t assistsnt:a sad oth:r tr:istiaE olfer#.aaa for its sle>.bere, snhaaCa the profsssioaalisn of empiapsent and traatlls stasis, sad pravfda !or ral.ated adacstioaal a: programltam-tic !unctions nacassary to the aaploylleot sad training commeoaity; sad in sddit: t:c eagaga i,a sad do any lat+fuZ set or acts eoacexaing say or 1111 lavEu~. business for ah; corporations msx be iatorpor~ttad ondar the praaisioas of the Eton-profit Corporet3os: Las Fenasvlvaaia as amtsndad sad sttppleslsatad. (cotttiauad oa sttacl~ed sliest) . - •••••••-•••••~••......,.wn, wvT aw~r~R-~ ~iswwrlll NwplT 011 i1Ri11111M'AC OR'OR'IIt111M1~. ~ ~ TIA ORfIROAASiQq ~ YO NAre Hq YrMae11R . oMl1CIL /Vr110~w1ATt •ZfiT101p . ~ ® '*!It COIMNRAI'WN Fs TO ~! Oi1QANiZiQ ON /t NpN~i'IOQR •AMi ^ 'CMZ OOMQNATiOM Is 7'O •E 011eANriep O!I w •tOOR a.WS As taae,t.olle: . ps (A7TACM pb w 11 fllemi4 It N[C.~AJIY) 13217 15 IN TEiTlYONY Mi1Ell~pf, THE INCOIMpAATOAS NAVE ~i0NEt3 ANO gEALEt3 THE ARTiCt.E3 OP ~ML:pRpOtiATtON iHts ____ ~ oAr o~ Y .: ~ . ' . ~a s~ .. _ Nye , ABM Isit~wt. ct1v. Zeta. Zip C~1 ..~.. arm s,.. a.1..• no wt~e cogs Osa 11sv svx sAtewsNTlw~ No. ~a ~ ~ '3~ ~ 4 ~~;Y ~ . r'~. OIM ltdC w11p11+~t r ee~ oollrowws~l M~MMSiw _ r ~~ ° m f'ca~~~~7 ~ xJ CZIRIFY t0 I~YT sY LOO tir t_Qd IN 1!q!i it.E ., ~Maxofilm Numt~et' amity Ntxttber RECEIVEO.~ux ' ~ tt,e oepartmf~it of state on ~~ 0 6 ~4 ~c----` i' ~ y ~ ~ VUr"1 ACTMV© ~~+Y d ~ STATEMENT OF CHANGE OF REGISTERED OFFICE osce:,s~ts» tw~- ee- tndk~te type of er~aty (d+ec~c arts): foreign &lsirtess Corporation _Foreiign NairtprorAt Corpor.~ort ~Dort>HStic Nortpralit Corpor~on i, The rtarsre of the c~rporatian or lirrtited partnership is: Pennsylvania Partners __ 2 The (a} address of this corporation's or united partrtersttip's current registered office ~ this Commortwealttt or (b) commercial registered office provider and the t:ounty of venue is: (the Deparuner~t is hereby autl~orized to correct the following address to confcKrrt to the records of the Department}: c/o Lancaster Employment and Training Agency (a} 34 S. Duke St., P.O. Box 3480] Lancaster, PA 17603 Lancaster Number and street - City Stag Zip Courriy _(b) N/A Nuns of Commercial Fiegatered Office i'ravider :a a corporation ar a United partnership represented cY a caruneraat registered office provider. ttte county n Nj shalt be deemed the county in which the corporation or limited partnership is boated for venue and otfiaal put cation purposes. 3. The address to which the registered office d the corporation or ~mmi[ed partnership in this is to be t~tartged is (complete Part (a} or (b)). (a} 121 State Street Harrisburg PA 17101 Dauuhin Number and Straat City State Z~ Courtly ro} Nam. a Commercial t~ia.r.d oMce ProvidK covey For a corporation ar a limited partnership represented by a commercial registered office provider, the cauuy h roj shell lie deemed tfta county in which the corporation or limited partnership is located for venue and official ptrbiicatiort puuposes. 4. Such change was authorized by the Board of DirectArs d the corporation. ijnot aPpicable oo int~ed p®rtrtersfti~~sj IN ~ STIMCNY WHEREOF, ~uctflerstgned corporation oc limited has caused this statemerti to be signed b'Y a du authorized officer this '~~y d ^~ y A~2~ 1 g~ yl Pennsylvania Partners Name of Partnership BY: Edward J. Mur y TIT1..E: Chairperson M BU4A REAM CDMP4NY PNtf A6ELPNfA ~ J00-5]36'. 13 BYLAWS OF PENNSYLVANIA PARTNERS ADOPTED JULY 15, 1993 AS REVISED THROUGH JUNE 15, 2000 *** As Amended: Apri125, 2002 PENNSYLVANIA PARTNERS ., INDEX ARTICLE PAGE I. ORGANIZATION NAME, NATURE AND PURPOSE I-1 Name 1 I-2 Purpose 1 II. OFFICES II-1 Registered Office 1 II-2 Additional Offices 1 III. SEAL III-1 Corporate Seal 2 IV. MEMBERS IV-1 Members 2 N-2 Affiliate Members 2 IV-3 Suspension & Expulsion of Members 2 IV-4 Reinstatement of Members 2 N-5 Membership Non-Transferable 3 V. MEETINGS OF THE BOARD V-1 Members Meeting 3 V-2 Annual Meeting 3 V-3 Annual Meeting Agenda 3 V-4 Special Meetings 3 V-5 Notice of Meetings 4 V-6 Quorum 4 V-7 One Vote Per Member 4 V. MEETINGS OF THE BOARD PENNSYLVANIA PARTNERS V-8 Method of Voting 5 V-9 Election of Executive Committee 5 V-9A Election of Chairperson, Vice-Chairperson, Secretary/Treasurer and At-Large Trustees 5 V-10 Judges of Election 5 VI. EXECUTIVE COMMITTEE VI-1 Composition of the Executive Committee 5 VI-2 Additional Powers of the Executive Committee 5 VI-3 Meeting of the Executive Committee 6 VI-4 Notice of Meeting of the Executive Committee 6 VI-5 Quorum of the Executive Committee 6 VI-6 Fiduciary Relationship 6 VI-7 Vacancy 8 VII. COMMITTEES VII-1 Standing Committees 9 VII-2 Committee Chairs 9 VII-3 Appointment of Committee Members 9 VII-4 Ad Hoc Committees 9 VIII. OFFICERS VIII-1 Term and Selection 9 VIII-2 Removal of Officers 10 VIII-3 Duties of Chairperson 10 VIII-4 Duties of Vice-Chairperson 10 VIII-5 Duties of Secretary/Treasurer 10 IX. CORPORATE STAFF IX-1 Corporate Staff 11 IX-2 Executive Director 11 IX-3 Executive Director's Duties 11 X. VACANCIES PENNSYLVANIA PARTNERS r .~ X-1 Vacancies of Officers 12 X-2 Vacancies on Executive Committee 13 X-3 Mid-year Vacancies 13 XI. TRANSACTION OF BUSINESS XI-1 Incidental Profits 13 XI-2 Banking Authority 13 XII. NOTICES XII-1 Method of Notice 14 XII-2 Waiver of Notice 14 XIII. DUES XIII-1 Established at Annual Meeting 15 XIV. MISCELLANEOUS PROVISIONS XIV-1 Fiscal Year 15 XIV-2 Conference Calls 15 XIV-3 Non-Profit Corporation Law of 1988 16 XV. INDEMNIFICATION XV-1 Indemnification of Executive Committee and Employees 16 XVI. AMENDMENTS XVI-1 Method of Amendment 17 PENNSYLVANIA PARTNERS ., BYLAWS OF PENNSYLVANIA PARTNERS ARTICLE I -ORGANIZATION NAME. NATURE AND PURPOSE 1. The name of the corporation is Pennsylvania Partners, a Pennsylvania nonprofit corporation duly incorporated June 2, 1989. 2. The purpose of the corporation shall be to promote and enhance the delivery of workforce development services and advance the interests of Workforce Investment Areas, by: A. Providing a common forum for discussion of workforce development topics; B. Assisting in developing the means of improved program performance; C. Developing and implementing a means to make technical assistance available; D. Enhancing the professionalism of workforce development professionals; and E. Increasing the understanding of legislation and providing clarity on legislative issues. ARTICLE II -OFFICES 1. The registered office of the corporation shall be at 214 Senate Avenue, Camp Hill, Pennsylvania 17011. 2. The corporation may also have offices at such other places as the Executive Committee may from time to time appoint or the activities of the corporation may PENNSYLVANIA PARTNERS 1 require. ARTICLE III -SEAL 1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Pennsylvania". ARTICLE IV -MEMBERS 1. Membership shall be open to each Workforce Investment Area from the Commonwealth of Pennsylvania. Each local area shall be represented by two (2) individuals who have significant authority for workforce development programs. Appointments shall be made locally and in writing, approved jointly by the chief elected official and Workforce Investment Boazd Chair, and filed with the corporation. The members shall collectively constitute the Board of the corporation. 2. The membership may establish by resolution the terms, conditions and qualifications of affiliate members who shall be workforce development professionals, service providers or vendors. Affiliate members shall not be entitled to any vote and shall not be eligible to hold office. 3. The membership, by affirmative vote of two-thirds of all the members of the Boazd, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership PENNSYLVANIA PAR"['NERS 2 ., of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of any dues or assessments. 4. Upon written request signed by a former member and filed with the Secretary, the Boazd may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to the Boazd upon such terms as the Board may deem appropriate. 5. Membership in this corporation is not transferable or assignable. ARTICLE V -MEETINGS OF THE BOARD 1. Meetings of the board shall be held at the corporate offices or at such other place or places, either within or without the Commonwealth of Pennsylvania, as may from time to time be fixed by the Boazd. 2. The annual meeting of the members shall be held during the months of April or May each year at a time and place set by the Board. If the annual meeting shall not be called and held by May 31st, any member may call such meeting. 3. At the annual meeting, the Boazd shall elect the officers of the corporation, receive annual reports of the standing committees, Executive Director and Treasurer. The Boazd shall also establish dues as provided in Article XV and transact such other business as may properly be brought before the meeting. 4. Special meetings of the Board may be called at any time by the Chairperson, the Executive Committee, or members entitled to cast at least twenty percent (20%) of the votes PENNSYL V ANIA PARTNERS 3 which all members are entitled to cast. At any time, upon written request of any member or members who have called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than thirty days after the receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the member or members calling the meeting may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto. 5. Written notice of every meeting of the Board, stating the time, place and object thereof, shall be given by, or at the direction of, the Secretary to each member of record entitled to vote at the meeting, at least ten (lOj days prior to the day of the meeting, unless a greater period of notice is required by statute in a particular case. 6. A meeting of the Board duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person of one-third (33.3%) of the members entitled to vote shall constitute a quorum at all meetings of the Board for the transaction of business. The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. 7. Every member of the corporation shall be entitled to one vote. No member shall sell his or her vote for money or anything of value. Upon request of a member, the books or records of membership shall be produced at any regular or special meeting of the corporation. PENNSYLVANIA PARTNERS 4 8. Voting may be by ballot, mail or any reasonable means determined by the Executive Committee. 9. Elections for Executive Committee members need not be by ballot except upon demand made by a member at the election before the voting begins. The election of the Executive Committee shall be as follows: A. The entire membership shall vote for the Chairperson, Vice Chairperson, Secretary/Treasurer, and at least five (5) and no more than twelve (12) At-Large Trustees of the corporation. Each member shall be entitled to one vote for each office. Every effort shall be made to ensure that the At-Large Trustees are representative of the broad spectrum of Pennsylvania's Workforce Investment Areas. 10. In advance of any meeting of the members, the Chairperson of the corporation may appoint judges of election to act at such meeting or any adjournment thereof. ARTICLE VI -EXECUTIVE COMMITTEE 1. The business and affairs of this corporation shall be managed by its Executive Committee, no more than nineteen (19) in number, who shall be natural persons of full age and who need not be residents of this Commonwealth but who shall be members of this corporation. The Executive Committee shall consist of the corporation's elected Officers (Chairperson or Chairpersons, Vice Chairperson or Vice Chairpersons, Secretary/Treasurer and the immediate past Chairperson or Chairpersons, so long as PENNSYLVANIA PARTNERS 5 he/she remains a member in good standing) and at least five (5} and no more than twelve (12) At-Large Trustees. The Officers shall be elected by the Board at the annual meeting of the corporation as provided in Article V. Each Executive Committee member shall serve until his or her successor is elected or qualifies. Each member is entitled to one vote for each office. 2. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Executive Committee may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these Bylaws directed or required to be exercised or done by the Board. 3. The meetings of the Executive Committee may be held at such times and at such place or places within this Commonwealth or elsewhere, as a majority of the Executive Committee may from time to time appoint, or as may be designated in the notice calling the meeting. 4. Written or personal notice of every meeting of the Executive Committee shall be given to each Executive Committee member at least ten (10) days prior to the day of the meeting. 5. A majority of the Executive Committee members in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Executive Committee present at a meeting at which a quorum is present shall be the acts of the Executive Committee. PENNSYLVANIA PARTNERS 6 ., 6. An Executive Committee member of the corporation shall stand in a fiduciary relation to the corporation and shall perform their duties as an Executive Committee member, including duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner reasonably believed to be in the best interests of the corporation, and with such caze, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, an Executive Committee member shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepazed by any of the following: A. One or more officers or employees of the corporation whom the Executive Committee reasonably believes to be reliable and competent in the matters presented. B. Counsel, public accountants or other persons as to matter which the Executive Committee member reasonably believes to be within the professional or expert competence of such person. C. A committee of the Boazd upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which the Executive Committee member reasonably believes to merit confidence. An Executive Committee member shall not be considered to be acting in good faith if the Executive Committee member has knowledge concerning the matter in question that would cause reliance to be unwarranted. PENNSYLVANIA PARTNERS 7 In discharging the duties of their respective positions, the Executive Committee members, shall in considering the best interests of the corporation, consider the effects of any action upon employees, suppliers and customers of the corporation and upon committees in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as an Executive Committee member or any failure to take any action shall be presumed to be in the best interests of the corporation. A member of the Executive Committee of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: A. The Executive Committee member has breached or failed to perform the duties of their office under this section. B. The breach of failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this section shall not apply to: A. The responsibility or liability of an Executive Committee member pursuant to any criminal statute, or B. The liability of an Executive Committee member for the payment of taxes pursuant to local, state or federal law. PENNSYLVANIA PARTNERS g 7. The Executive Committee may declare vacant the office of an Executive Committee member if he/she is declazed of unsound mind by an order of court or is convicted of felony, or if within sixty (60) days after notice of selection, he or she does not accept such office either in writing or by attending a meeting of the Executive Committee, and fulfill such other requirements or qualification as the Bylaws may specify. ARTICLE VII -COMMITTEES 1. With the approval of the Boazd, the Chairperson or Chairpersons of the corporation shall designate annually appropriate committees. 2. Chairs of all committees shall be members of the Boazd, appointed by the corporation's Chairperson or Chairpersons and serve at his/her pleasure. 3. Members of committees need not be members of the Boazd, and shall serve by appointment by the corporation's Chairperson or Chairpersons from the date of their appointment until the next annual meeting of Board. 4. Ad hoc committees shall be established from time to time upon resolution of the Executive Committee and appointment by the corporate Chairperson or Chairpersons. Upon completion of its assignment and a report to the Boazd, an ad hoc committee will cease existence. ARTICLE VIII -OFFICERS PENNSYLVANIA PARTNERS 9 1. The officers of the corporation shall be chosen by the Board at the annual meeting as provided in Article V and shall consist of a Chairperson, Vice Chairperson, Secretary/Treasurer and at least nine (9) and no more than twelve (12) At-large Trustees. They shall hold their offices for a term of one (1) year dating from the annual meeting until their successors are duly chosen or qualified. The officers shall perform such duties as are provided by the Bylaws and shall from time to time be prescribed by the Board. 2. Any officer may be removed by the Board whenever in their judgment the best interest of the corporation will be served thereby. Removal shall be by affirmative vote of two-thirds of the members where a quorum is present, at a special meeting called for the purpose of removal of an officer. 3. The Chairperson shall preside at all meetings, appoint committees and generally be engaged in the management of the affairs of the corporation. The Chairperson shall be ex officio a member of all committees and shall have the general powers and duties usually vested in the office. He or she shall execute bonds, mortgages and other documents requiring the seal of the corporation. 4. The Vice Chairperson shall act in all cases for and as the Chairperson in the Tatter's absence or incapacity, and shall perform such other .duties as he or she may be required to do from time to time. 5. The Secretary/Treasurer shall attend all the sessions of the Executive Committee and all meetings of the Board and act as the clerk thereof, record all the votes of the corporation PENNSYLVANIA PARTNERS 10 and the minutes of all its transactions in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the members of the Executive Committee and shall perform such other duties as may be prescribed by the Executive Committee. The Secretary/Treasurer shall keep in a safe custody the corporate seal of the corporation and when authorized by the Executive Committee affix the same to any instrument requiring it. The Secretary/Treasurer shall have oversight of the corporate funds and securities and shall assure that full and accurate records, receipts and disbursements in books belonging to the corporation are kept and that the monies of the corporation shall be kept in a separate account to the credit of the corporation. The Secretary/Treasurer shall send to the Executive Committee whenever they may require it an account of all transactions of the financial condition of the corporation. ARTICLE IX -CORPORATE STAFF 1. The corporation through its Executive Committee shall be authorized to retain such staff as may be required to carry out the business of the corporation. The chief administrative officer of the corporation shall be its Executive Director who shall serve at the pleasure of the Executive Committee. 2. The Executive Director shall be responsible for managing the day to day substantive and financial affairs of the corporation and its staff under the authority of the Board and in liaison with its Chairperson. PENNSYLVANIA PARTNERS 11 3. The Executive Director shall: A. Have the power, for and in the name of the corporation, to make and execute contracts when specifically or generally authorized to do so by the Executive Committee and shall sign checks not to exceed an amount established by the Executive Committee; B. Maintain all records of the corporation; collect and deposit all monies and dues for the corporation; C. Implement the programs and services of the corporation, as determined from time to time by the Executive Committee; D. Employ and supervise, or terminate employment of, staff personnel to carry on the implementation and coordination of all programs and activities, and shall fix their compensation within the approved budget. The Executive Director shall define the duties of the staff and supervise their performance; E. Serve without vote as an Assistant Secretary/Treasurer and a member of all standing committees except Nominating Committee, if organized; F. Upon termination of service to the corporation, or upon expiration of the Executive Director's contract, immediately tum over to the successor Executive Director or to the Executive Committee all records and property of the corporation in the custody or under the control of the Executive Director. ARTICLE X -VACANCIES PENNSYLVANIA PARTNERS 12 1. If the office of any officer becomes vacant for any reason, the Executive Committee may choose a successor who shall hold office for the balance of the unexpired term. 2. Vacancies in the Executive Committee, including vacancies resulting from an increase in the number of Executive Committee members, shall be filled by a vote of the Board, and each person so elected shall be an Executive Committee member until their successor is elected by the Board, which may make such election at the next annual meeting of the Boazd, or at any special meeting duly called for the purpose and held prior hereto. 3. In the case of mid-yeaz vacancies of elected members, the Executive Committee may schedule an election to fill such vacancies by providing prior notice to members. Such elections shall occur at a meeting of the Boazd according to the procedures under Article V, Sections 9 and 10. ARTICLE XI -TRANSACTION OF BUSINESS 1. Whenever the lawful activities of the corporation involve, among other things, the charging of fees or prices for its services of products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the Board or Executive Committee of the corporation. PENNSYLVANIA PARTNERS 13 2. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Executive Committee may from time to time designate. ARTICLE XII -NOTICES 1. Whenever written notice is required to be given to any person, it may be given to such person, either personally or be sending a copy thereof by first class mail, postage prepaid, or by telegram, charges prepaid, or by fax, to his/her address or fax number appearing on the books of the corporation, or, in the case of Board members, supplied by them to the corporation for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. If sent by fax it shall be deemed to have been given to the person entitled thereto on the first business date after its transmission. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these Bylaws. When a special meeting is adjourned it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. 2. Whenever any written notice is required to be given under the provisions of the Bylaws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be PENNSYLVANIA PARTNERS 14 deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted nor the purpose of a meeting need to be specified in the waiver or notice of such meeting. In the case of a special meeting of voting members such waiver of notice shall specify the general nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. ARTICLE XIII -DUES 1. Each Workforce Investment Area shall be assessed such annual or special dues as are deemed necessary for the effective operation of the corporation. The annual dues will be reviewed and set each year at the organization's annual meeting_ The annual dues so established shall apply to the next fiscal year. In the event the Board is unable to agree as to the establishment of annual dues, the dues shall continue at the preceding year's rate. ARTICLE XIV -MISCELLANEOUS PROVISIONS 1. The fiscal year of the corporation shall begin on the 1st day of July and end on the 30th day of June. PENNSYLVANIA PARTNERS 15 2. One or more persons may participate in a meeting, for the purposes of securing a quorum, by means of conference telephone or similaz communication equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. 3. Matters not covered by these Bylaws shall be performed in accordance with the Non- profit Corporation Law of 1988, as amended. ARTICLE XV -INDEMNIFICATION 1. The corporation shall indemnify each of its members, Executive Committee members officers, and employees whether or not then in service as such (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been party because he or she is or was a member, Executive Committee member, officer or employee of the corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the corporation for misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as member, Executive Committee member, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregazd of the duties of his or her office or employment. The right to indemnity for expenses shall also apply to the expenses of suit which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement. 16 PENNSYLVANIA PARTNERS The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such member, executive committee member, officer or employee maybe entitled. ARTICLE XVI -AMENDMENTS 1. Bylaws maybe adopted, amended or repealed by a majority of a vote of the Board entitled to cast thereon at any regular or special meeting duly convened after notice to the Board for that purpose. 17 PENivSYLVAMA PARTNERS AMENDED AND RESTATED BYLAWS OF PENNSYLVANIA ASSOCIATION OF WORKFORCE INVESTMENT BOARDS AMENDED AND RESTATED BYLAWS OF PENNSYLVANIA ASSOCIATION OF WORKFORCE INVESTMENT BOARD, INC. (a Pennsylvania Nonprofit Corporation) ARTICLE I. Name, Offices, Fiscal Year and Purpose 1.1 Name. The name of the Corporation is Pennsylvania Association of Workforce Investment Boards (the "Corporation"). 1.2 Registered Office. The registered office of the Corporation in the Commonwealth of Pennsylvania shall be at 3 Kelly Square, Route 15 North, Lewisburg, Pennsylvania 17837, until otherwise established by a vote of the Board of Directors in office, and a statement of such change is filed in the Department of State, or until changed by an appropriate amendment of the Articles of Incorporation ("Articles") of the Corporation. 1.3 Other Offices. The Corporation may also have offices at such other places within or without the Commonwealth of Pennsylvania as the Board of Directors may from time to time appoint or the business of the Corporation requires. 1.4 Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by the Board of Directors, end on June 30. 1.5 Purpose. The corporation is incorporated under the Nonprofit Corporation Law of 1988 for the following purpose or purposes: (a) To serve Pennsylvania's local Workforce Investment Boards through the promotion of best practices, communication to the State Workforce Investment Board and state authorities on workforce issues, enhancing cooperation of Workforce Investment Boards in developing regional and statewide links and partnerships and improving a unified, seamless system of delivery of workforce services. (b) The corporation is organized exclusively for charitable, scientific, and educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code, including, but not limited to any such activity which maybe permitted by corporations formed under and pursuant to the Pennsylvania Nonprofit Corporation Law of 1988. (c) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the 143ll47_1.DOC corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. The corporation shall be authorized and empowered to make payments and distributions to other Section 501(c)(3) organizations. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. (d) Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law) or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law). (e) It is intended that the corporation shall have, and continue to have, the status of an organization which is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. All terms and provisions of the Articles of Incorporation and the Bylaws of the corporation and all authority and operations of the corporation, shall be construed, applied and carried out in accordance with such intent. (fj Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as (an) exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the corporation is then located, exclusively for such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes. (g) Neither the net earnings of the corporation nor donations which it receives shall inure to the benefit of any individual, as the private inurement standard is interpreted under Section 501(c)(3) of the Internal Revenue Code of 1986 (or any corresponding provision of any later federal tax law).. In the event of a sale or dissolution of the corporation, surplus funds shall not be used for private inurement to any person, and such use of surplus funds is expressly prohibited. 143 l 147_LDOC -2- ARTICLE II. Board of Directors 2.1 Qualifications. Each director of the Corporation shall be a natural person of majority age. Each Director shall represent at least one local Workforce Investment Board ("WIB"), as defined in the Workforce Investment Act of 1998, 28 USC §2801 et seq. (the "Act") and any amendments thereto, that is also a member. Each director shall be appointed by the Chair of the relevant local WIB from among the Business Sector members of that Boazd. Anew member shall have the right to appoint a director at the Annual Meeting following the effective date of their membership. 2.2 Number and Term of Office. The Boazd of Directors shall consist of no less than one (1) director and no more than the total number of directors permitted as set by the Directors at each Annual Meeting, which shall be in compliance with Section 2.1 above. The Directors need not be residents of the Commonwealth. The initial members of the Boazd of Directors shall serve for one (1) yeaz. After the initial election or appointment of the Boazd, each director elected or appointed to the Boazd shall hold office for a period of one (1) yeaz and remain on the Board of Directors until a successor shall have been appointed and qualified, except in the event of death, resignation or removal. 2.3 Qrganizatibn. At every meeting of the Board of Directors, the (Chairman (or, in the ease of a vacancy in the office ar absence df the Chair~~, one of the following officers present in the a-rder stated: the first vice chairman,. or the second vice-chairman, if there be one, or a ehax~nan chosen by a majority of the ~lireetors present), shall preside, and the secretary (or, in the absence of the secretary, an assistant secretar~t or in the absence of the secretary and the assistant secretary, any person appointed by the chairman of the meeting) shall act as secretary. 2.4 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Chairman or the secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director shall be deemed to have offered his or her resignation if: (i) the organization he or she represents no longer represents one of the groups specified in Section 2.1; or (ii) he or she ceases to represent the group for whom that director was elected as a representative. The Boazd of Directors may accept, at its sole option, the resignation or reassign the director. 2.5 Vacancies. Vacancies shall be filled in the same manner as original appointments to the Boazd; i.e. by appointment of the Chair of the relevant WIB from among the Business Sector members of said Board in compliance with the Act and any rules and regulations promulgated thereunder. A director appointed to fill a vacancy shall serve the remaining unexpired term of the director whose position was vacated and shall thereafter be eligible to serve until a successor is elected or appointed. 1431147 1.DOC -3- 2.6 Removal. Any director maybe removed by the majority of directors then in office with or without cause. A director who is so removed shall not be granted any rights to a hearing or the right to appeal the removal. 2.7 Place of Meeting. Meetings of the Board of Directors may be held at such place within or without Pennsylvania as the Board of Directors may from time to time appoint, or as maybe designated in the notice of the meeting. 2.8 Anpuitl 11tl~eet~g; ELectioiQ of (J11Bcers. During fife month of July, the Board of ~_ Directors sl~ll meet for` purpose of election of the officers, and the tratksaelion of athe business. Such. meetittg may fie held ~ achy time or place which shall be specified is ~ notice given as provided in Seetian 2.1 Q of this Article for special meetings of the Bokard of Directors. 2.9 Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as shall be designated from time to time by resolution of the Board of Directors. If the date fixed for any such regular meeting be a legal holiday under the laws of the state where such meeting is to be held, then the same shall be held on the next succeeding business day, not a Saturday or Sunday, or at such other time as may be determined by resolution of the Board of Directors. At such meetings, the directors shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these bylaws. 2.10 Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone or in writing at least twenty-four (24) hours (in the case of notice by telephone) or five (5) days (in the case of notice by mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. 2.11 Quorum, Manner of Acting and Adiournment. Except as otherwise provided in these bylaws, a majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one (1) vote. Except as otherwise specified in the Articles or these bylaws, or provided by statute, the acts of a majority of all directors then in office shall be the acts of the Board of Directors. Except as otherwise provided bylaw, in the absence of a quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is present. The directors shall act only as a board and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the directors maybe taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of the Corporation. 2.12 Compensation. The Board of Directors shall not be compensated for their services as such. Luncheons and reimbursement for travel expenses shall not constitute compensation. 1431147 I.DOC -4- 2.13 Attendance. All directors shall be required to attend a minimum of two thirds (66%) of all Boazd of Directors and committee meetings to which the director is assigned during the course of a full fiscal year to maintain directorship in good standing. Failure to comply with this attendance provision can result in removal from Boazd of Directors. 2.14 Powers; Personal Liability. (a) The Boazd of Directors shall have full power to establish and direct the policies governing the business and affairs of the Corporation; and all powers of the Corporation, except those specifically reserved or granted by statute or by the Articles or these bylaws, are hereby granted to and vested in the Boazd of Directors. (b) A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his or her office under Section 5'712 of Title 15 of the Pennsylvania Statutes (relating to standazd of care and justifiable reliance), and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or Federal laws. ARTICLE III. Notice, Waivers and Meetings 3.1 What Constitutes Notice. Whenever written notice is required to be given to any person under the provisions of the articles, these bylaws, or the Pennsylvania Nonprofit Corporation Law of 1988, it maybe given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by facsimile transmission, to the address of the person (or to his facsimile number) appearing on the books of the Corporation, or in the case of directors, supplied by the director to the Corporation for the purpose of notice. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. A notice of a meeting shall specify the place, day and hour of the meeting and any other information required bylaw or these bylaws. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. 3.2 Waivers of Notice. Whenever any written notice is required to be given under the provisions of the articles, these bylaws, or the Pennsylvania Nonprofit Corporation Law of 1988, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by this Section 3.2, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. In the case of a special meeting of the members, such waiver of notice shall specify the general nature of the business to be transacted. 1431147 l .DOC -5- Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. 3.3 Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose. 3.4 Exception to Requirement of Notice. Whenever any notice or communication is required to be given to any person under the provisions of the Articles or these bylaws, or the Pennsylvania Nonprofit Corporation Law of 1988, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required and there shall be no duty to apply for a license or other permission to do so. 3.5 Conference Telephone Meetings. One or more persons may participate in a meeting of the Boazd of Directors, of a committee of the Board of Directors or of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.5 shall constitute presence in person at such meeting. 3.6 Proxy Votes. A Boazd member who is unable to attend a meeting may, by written notice to the secretary, vote on any matter of business other than an amendment to the Articles of Incorporation or Bylaws or any fundamental change to the Corporation. If the written direction to the Secretary is cleaz, the Secretary may act as proxy for the absent Boazd member pursuant to Section 5759 of the Pennsylvania Nonprofit Corporation Law and may cast a vote on behalf of the absent Board member, and such vote shall treated as if the Board member was present at the meeting and voted on such matter. ARTICLE IV. Officers 4.1 Number anal Qualifications. The officers of the Corporation shall be a Chairman, Vee Chairmen, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of Section 4.3. Any number of offices may be held by the same person. Officers may, but need not, be directors of the Corporation. The officers shall be natural persons of majority age. 4.2 Election and Term of Office. The officers of the Corporation, except those elected by delegated authority pursuant to Section 4.3, shall be elected annually by the Board of Directors, and each such officer shall hold office until the next annual meeting of directors and until a successor shall have been elected and qualified, or until death, resignation, or removal. 1431147 1.I)OC -6- 4.3 Subordinate Officers, Committees and Agents. The Board of Directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Corporation may require, including one chairman, one or more vice chairmen, a president, one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and officers, committees, employees or other agents. 4.4 Resignation. Any officer, committee, employee or other agent of the corporation may be removed, either for or without cause, by the Board of Directors or other authority which elected, retained or appointed such officer, committee or other agent whenever in judgment of such authority the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. 4.5 Removal. Any officer, committee, employee or other agent of the corporation maybe removed, either for or without cause, by the Board of Directors or other authority which elected, retained or appointed such officer, committee or other agent whenever in judgment of such authority the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. 4.6 Vacancies. If the office of any officer becomes vacant for any reason, the Board of Directors may appoint a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred. Vacancies of office must be filled in compliance with the Act and any rules and regulations promulgated thereunder. 4.7 General Powers. All officers of the Corporation, as between themselves and the Corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by resolutions or orders of the Board of Directors, or, in the absence of controlling provisions in resolutions or orders of the Board of Directors, as may be provided in these bylaws. 4.8 Chief Ezecutaives. The executive officers of the corporation shall be chosen by the Board of Directors and shall be the Chair of the Board of Directors, Vice Chair, if deemed necessary, Secretary, Treasurer and such other officers and assistant officers as the needs of the corporation may require. The Board of Directors shall also elect a President if deemed necessary. The officers shall hold their offrces for a term of one year, corresponding to the fiscal year of the corporation, and shall have such authority and shall perform such diaries as are provided by the Bylaws and as shall from time to time be prescn`bed by the Board of Directors. No Chair or Vice-Chair may bold such office for more than two terms. The Secretary and Treasurer may hold such offices for an unlimited number of terms. Any number of offices may be held by the same person. The Board of Directors may secure the fidelity of any or all such officers by bond or otherwise. The Corporation shall pay for the cost of the fidelity bond. 4.9 Chairman. The Chair shall be the chief executive officer of the corporation, and shall preside at all meetings of the Board of Directors and of the Executive Committee. The 1431147 1.I)OC -7- Chair soli lead the development of the Board of Director's pra;~ms and policies, recommend candidates for Board of Directors appointment as ectc~rrrs, represent the Board of Directors on eeretnonial occasions, make ccJ~mittee appointments and. perfarrn any duties incident to the office that may occur during his nr her term of office. The Chao shall execute borxds, mortgages and other doeume>uts requiring a seal, under the seal of the corporation. 'The Chair shad bean ex-officio member' of ail committees. 4.1 Q `ice ChaEr~an. Tlie Vice Chair shall act is all eases for and ~s the Chair in the letter's absence or incapacity, shad serve on the Executive Committee, and shakil perform such other dirties as may be required from tirl~e to ti>~ne. 4..11 Seerefs~y. The secretary or an assistant secretary shall attend alI meetings crf the members and of the Board of Direetc~rs and shall retard all the votes of the i~ne~tbers and of the directors and the mEi€nutes of the meetings. of the members and of ~e Board of Directors and of committees of the Board of Directors in a book or books to be kept for that purpose; shall see that notices are given and records and reports praPeriy kept and filed by the Corparatian as required bylaw; and, in general, shall perform all duties iident to the office of the secretary, end such e>~ther duties as may from time to ti>lne be assigned by the Board of Directors or the president. 4.12 Tr~e,~ r. T'he treasurer or an assistant treasuref shall ha~re cn` provide far the custody of the funds ar other property of the Gorporatio>n; shall coiled and receive or provide for the collection atzd receipt of monies earned by or in any m~rner due to or received by the Corporation; shall deposit all funds in his or her custody as treasurer in such ba>aks or other places of deposit as the Board of Directors may from time to time designate; shall, whenever so required by the Board of Directors, render an aceo>~nt sh©wir~g all tra~nsaetic>~ns as treasure, aid the financial condition of the Corporation; and, in general, shall discharge such other duties as Wray from time to time be aEssigned i}y the Board of Bireetors or the president. ARTICLE V. Indemnification of Directors, Officers and Other Authorized Representatives 5.1 Scone of Indemnification. (a) The Corporation shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative maybe involved as a party or otherwise, by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except where such indemnification is expressly prohibited by applicable law; or, where the conduct of the indemnified representative has been finally determined: 1431147 1.DOC -$- (i) To constitute willful misconduct or recklessness within the meaning of Section 5746(b) of Title 15 of the Pennsylvania Statutes or any superseding provision of law sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or (ii) To be based upon or attributable to the receipt by the indemnified representative from the Corporation of a personal benefit to which the indemnified representative is not legally entitled; or (iii) To constitute liability pursuant to any criminal statute; or (iv) To constitute liability for the payment of taxes pursuant to Federal, State or local law; or (v) To the extent such indemnification has been finally determined in a final adjudication pursuant to Section 5.6 to be otherwise unlawful. (b) If an indemnified representative is entitled to indemnification in respect of a portion, but not all, of any liabilities to which such person may be subject, the Corporation shall indemnify such indemnified representative to the maximum extent for such portion of the liabilities. (c) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of polo contendere or its equivalent shall not, of itself, create a presumption that the indemnified representative is not entitled to indemnification. (d) For purpose of this Article: (i) "indemnified capacity" means any and all past, present and future service by an indemnified representative in one or more capacities as a director, officer, or agent of the Corporation, or, at the request of the Corporation, as a director, officer, employee, agent or fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise; (ii) "indemnified representative" means any and all directors, officers and committee persons and any other person expressly designated as an indemnified representative by the Board of Directors of the Corporation (which may, but need not, include any person serving at the request of the Corporation, a director, officer, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise); (iii) "liability" means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense of any 1431147_1.DOC -9- nature (including, without limitation, attorneys' fees and disbursement); and (iv) "proceeding" means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative, whether formal or informal, and whether brought by or in the right of the Corporation or otherwise. 5.2 Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Article, the Corporation shall not indemnify under this Article an indemnified representative for any liability incurred in a proceeding initiated (which shall not be deemed to include counterclaims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors in office who were not parties to the action or proceeding. This Section 5.2 does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 5.6 or otherwise successfully prosecuting or defending the rights of an indemnified representative granted by or pursuant to this Article. 5.3 Advancing Expenses. The Corporation shall pay the expenses (including attorneys fees and disbursements) incurred in good faith by an indemnified representative in advance of the fmal disposition of a proceeding described in Section 5.1 or 5.2 upon the receipt of an undertaking by or on behalf of the indemnified representative to repay such amount if it shall ultimately be determined pursuant to Section 5.6 that such person is not entitled to be indemnified by the Corporation pursuant to this Article. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such advance. 5.4 Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant as security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate. Absent fraud, the determination of the Board of Directors with respect to such amounts, costs, terms and conditions shall be conclusive and shall not be subject to voidability. 5.5 Payment of Indemnification. An indemnified representative shall be entitled to indemnification within forty-five (45) days after a written request for indemnification has been delivered to the secretary of the Corporation. 5.6 Arbitration. Any dispute related to the right to indemnification or advancement of expenses as provided under this Article shall be decided only by arbitration in the metropolitan area in which the principal executive offices of the Corporation are located, in accordance with the commercial arbitration rules of the American Arbitration Association then in effect, before a panel of three (3) arbitrators, one of whom shall be selected by the Corporation, 1431147 1.DOC -10- the second of whom shall be selected by the indemnified representative and the third of whom shall be selected by the other two (2) arbitrators. In the absence of the American Arbitration Association, or if for any reason azbitration under the arbitration rules of the American Arbitration Association cannot be initiated, and one of the parties fails or refuses to select an azbitrator, or the azbitrators selected by the Corporation and the indemnified representative cannot agree on the selection of the third arbitrator within thirty (30) days after such time as the Corporation and the indemnified representative have each been notified of the selection of the other's azbitrator, the necessary azbitrator or arbitrators shall be selected by the presiding judge of the court of general jurisdiction in such metropolitan area. The party or parties challenging the right of an indemnified representative to the benefits of this Article shall have the burden of proof. The Corporation shall reimburse an indemnified representative for expenses (including attorneys' fees and disbursements) incurred in successfully prosecuting or defending such arbitration. Any awazd entered by the azbitrator shall be final, binding and non-appealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction, except that the Corporation shall be entitled to interpose as a defense in any such judicial enforcement proceeding any prior final judicial determination adverse to the indemnified representative under Section 5.1(b) in a proceeding not directly involving indemnification under this Article. This azbitration provision shall be specifically enforceable. 5.7 Contribution. If the indemnification provided for in this Article or otherwise is unavailable for any reason in respect of any liability or portion thereof, the Corporation shall contribute to the liabilities to which the indemnified representative maybe subject in such proportion as is appropriate to reflect the intent of this Article or otherwise. 5.8 Discharge of Duty. An indemnified representative shall be deemed to have dischazged such person's duty to the Corporation if he or she has relied in good faith on information, advice or an opinion, report or statement prepared by: (a) One or more officers or employees of the Corporation whom the indemnified representative reasonably believes to be reliable and competent with respect to the matter presented; (b) Legal counsel, public accountants or other persons as to matters that the indemnified representative reasonably believes are within the person's professional or expert competence; or (c) A committee of the Board of Directors on which he or she does not serve as to matters within its azea of designated authority, which committee he or she reasonably believes to merit confidence. 5.9 Mandatory Indemnification of Directors. Officers, Em~lovees and Agents. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5741 or Section 5742 of Title 15 of the Pennsylvania Statutes or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by such person in connection therewith. 1431147 1.DOC -11- 5.10 Contract Rights; Amendment or Repeal. All rights under this Article shall be deemed a contract between the Corporation and the indemnified representative pursuant to which the Corporation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing. 5.11 Scope of Article. The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses maybe entitled under any statute, agreement, vote of members or disinterested directors or otherwise, both as to action in an official capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person. 5.12 Reliance on Provisions. Each person who shall act as an indemnified representative of the Corporation shall be deemed to be doing so in reliance upon the rights provided by this Article. 5.13 Interpretation. The provisions of this Article are intended to constitute bylaws authorized by Sections 5741 through 5750 of Title 15 of the Pennsylvania Statutes. ARTICLE VI. Miscellaneous 6.1 Corporate Seal. The Corporation shall have a corporate seal in the form of a circle containing the name of the Corporation, the year of the incorporation and such other details as may be approved by the Board of Directors. 6.2 Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board of Directors may from time to time designate. 6.3 Contracts. Except as otherwise provided in these bylaws, the Board of Directors may authorize any officer or officers, agent or agents, to negotiate and/or enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority maybe general or confined to specific instances. 6.4 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board of Directors shall from time to time determine. 6.5 Annual Report of Directors. The Board of Directors shall direct the Chairman and treasurer to present at the annual meeting of the Board of Directors a report, verified by the Chairman and treasurer or by a majority of the directors, that discusses the activities of the 1431147_1.DOC -12- Corporation during the fiscal year then ended. The contents of the annual report shall be as required by Pennsylvania law or otherwise specified by the Board of Directors. The annual report shall be filed with the minutes of the annual meeting of the Board of Directors. 6.6 Amendment of Bylaws. These bylaws maybe amended or repealed, or new bylaws maybe adopted by the vote of the majority of the Boazd of Directors of the Corporation as provided in Section 2.11. Such proposed amendment, repeal or new bylaws, or a summary thereof, shall be set forth in any notice of such meeting, whether annual, regulaz or special. 6.7 Conflict of Interest. Any director, officer, employee or committee member having a personal or business interest in a contract or other transaction presented to the boazd of directors or a committee thereof for authorization, approval or ratification shall give prompt and full disclosure of his or her interest to the board or committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can be reasonably construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such person may not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon, and where applicable, the abstention from voting and participation, and whether a quorum is present. 143 (147 1. DOC -13- AGREEMENT FOR ASSOCIATION MANAGEMENT SERVICES THIS AGREEMENT is made this day of , 2011 for the 2011-12 Fiscal Year by and between Pennsylvania Partners ("PA Partners"), a 501(c) (3)not-for-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania (Federal ID 25-1505075), and the Pennsylvania Association of Workforce Investment Boards (PAWIB), a 501(c) (3) not-for-profit corporation (Federal ID 20-0069985) also organized and existing under the laws of the Commonwealth of Pennsylvania. WHEREAS, PAWIB is in need of association management services; and WHEREAS, PA Partners is willing to provide such services under the terms and conditions set forth below; NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and intending to be legally bound, the parties hereby agree as follows: 1. Services: PA Partners agrees to provide the following services (the "contract services") to PAWIB: a. Meeting Management i. Secure facilities to hold meetings scheduled by the PAWIB; ii. Notify PAWIB members by email of the date, time and location of meetings; iii. Set up additional meetings as may be reasonably requested; iv. Prepare and distribute PAWIB meeting agendas; v. Attend PAWIB meetings and record minutes; vi. Prepare and disseminate minutes of meetings and maintain records thereof; vii. Coordinate meeting refreshments. b. Administrative Services i. Invoice and collect the annual dues from members of the PAWIB and maintain records thereof. ii. Prepare the accounts payable and accounts receivable. iii. Maintain bank accounts designated by the PAWIB and maintain records thereof. iv. Maintain accounting records in Quickbooks. v. Provide financial summary to the PAWIB quarterly. vi. Prepare information for the annual audit, if required, and for the submission of the IRS Form 990 for the fiscal year ending June 30, 2011; provided, however, that Pennsylvania Partners shall not be responsible for submitting such forms, for preparing any audit, or for paying any auditors' fees. c. Communications i. Distribute copies of Pennsylvania Partners' newsletters to members of the PAWIB. ii. Forward pertinent workforce development information, notices, announcements, communications and articles from state and federal government agencies and other sources. 2 iii. Attend and share information from meetings of the Pennsylvania WIB, PA Department of Labor & Industry and other pertinent boards and committees. iv. Maintain a directory of WIB chairs and directors. v. Continue joint government relations and outreach efforts on behalf of Pennsylvania Partners and the PAWIB. vi. Coordinate with other contractors on special projects and services. vii. Provide association liaison to state and federal government agencies and legislators and serve as the point of contact. viii. Arrange meetings with state and federal government agencies and legislators. ix. Prepare joint comments as directed by both associations. x. Share meeting announcements, minutes and communications of . Pennsylvania Partners' technical workgroups with PAWIB members. d. Board Chair Engagement i. Facilitate the planning and coordination of an annual meeting of WIB Chairs. e. Annual Employment, Education and Training Conference Pennsylvania Partners will work with members of the PAWIB to develop appropriate workshop sessions and speakers for the Policy, Economic Development and WIB workshop tracks at the annual conference as well as the employer awards and activities. 3 f. WEB Page Pennsylvania Partners will provide an area on its website for the sharing of information, resources and comments by members of the PAWIB. 2. Industry Partnership Symposium "Symposium"~: Services in support of the Industry Partnership Symposium shall be provided as a service separate from the services described in paragraph 1 of this Agreement. For PA Partners' services provided in connection with the Symposium, PAWIB agrees to pay PA Partners a fee of $30 per person, which shall be added to the registration fee for each participant and which shall be in addition to PA Partners' fees provided for in paragraph 5 of this Agreement. Fees charged by credit card services will be deducted from the conference fees credited to the WIB Association. These services will consist of a. Coordinate facility arrangements with The Penn Stater; b. Distribute announcements and marketing materials; c. Provide information to speakers secured by the PAWIB and coordinate their facility and audiovisual needs; d. Register individuals for the Symposium; e. Collect, deposit and maintain accounting records of registration fees for the Symposium; f. Coordinate on-site registration and conference management and secure volunteer assistance; g. Prepare conference packets and name badges; h. Manage the accounts payable and receivable for the Symposium; 4 • ti i. Provide financial and attendance reports for the Symposium; j. Collect and tabulate evaluations of the Symposium and Symposium sessions; k. Post information and resources from the Symposium on a PAWIB section of the Pennsylvania Partners website; 3. Offices: Except as otherwise indicated in this Agreement, the contract services will be provided from PA Partners' corporate offices by personnel employed by PA Partners. The PA Partners offices will serve as the corporate headquarters and point of contact for the PAWIB. All personnel will remain the employees of PA Partners, and all facilities and equipment except those specifically provided or purchased by the PAWIB shall remain the property of PA Partners. 4. Conditions and Limitations a. Additional services not expressly described in this contract maybe provided on a negotiated fee basis between PA Partners and the PAWIB. b. Any disclosed or undisclosed outstanding financial obligations, contracts, financial losses, fines, penalties, legal actions and liabilities of the PAWIB are the sole responsibility of the PAWIB and shall not be become the obligation of PA Partners. PAWIB agrees to indemnify and hold PA Partners harmless from and against any and all claims relating to any such financial obligations, contracts, financial losses, fines, penalties, legal actions or liabilities of the PAWIB. c. Any financial loss incurred by the Symposium shall not become the obligation of PA Partners. Services for the Symposium exclude the development of 5 workshop sessions, securing of speakers, development of marketing materials, and the solicitation of exhibitors, advertisers and sponsors. d. All direct costs for supplies, contracts, staff travel, lodging and meal expenses for PAWIB business, meeting space rental, meeting refresments, membership dues to national associations, etc., shall be invoiced as separate expenses to the PAWIB, which shall be in addition to the compensation provided for in paragraph 5 of this Agreement. e. The PAWIB, at its expense, shall secure any necessary insurance, such as Directors' and Officers' insurance, if applicable, and agrees to indemnify and hold PA Partners harmless from and against any and all liability resulting from the actions of any of its members or officers. 5. Compensation: In consideration for the provision of services by PA Partners described in paragraph 1 of this Agreement, the PAWIB shall pay to PA Partners the base sum of $36,000 per year, payable as follows: $9,000 due July 1, October 1, January 1 and April 1. PA Partners shall maintain records of all direct expenses attributable to the PAWIB, and shall invoice the PAWIB for all such expenses. All such invoices shall be due within thirty days after presentation. 6. Term: This contract shall be in effect for twelve months retroactively, starting on July 1, 2011 and ending on June 30, 2012, unless canceled by either party for any reason upon 30 days' written notice. After June 30, 2012, this contract will continue in force according to the current terms until such time as official action is taken by the Board of Directors of the PAWIB to approve a new contract or to terminate the contract. Payments will be prorated accordingly. PA Partners may terminate this contract for any 6 a failure on the part of PAWIB to make payments as scheduled, and services will be discontinued. 7. Entire agreement: This agreement sets forth the entire agreement and understanding of the parties concerning the subject matter hereof, and supersedes any and all oral or written statements and understandings made prior to the execution of this agreement. 8. Amendment: This Agreement may not be altered or amended except in writing signed by authorized representatives of each party. 9. Construction and enforcement: This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the date first written above. Michele Zieziula Chair, Pennsylvania Partners Shelley Mastrella Co-Chair, Pennsylvania Association of Workforce Investment Boards Linda Blake Executive Director, Pennsylvania Partners Stephen Fries Co-Chair, Pennsylvania Association of Workforce Investment Boards Robert Gallagher Treasurer, Pennsylvania Association of Workforce Investment Boards 7 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger is entered into as of this day of , 2012, by and between Pennsylvania Partners ("Sarvivor'~, a Pennsylvania non profit corporation, and Pennsylvania Association of Worldorce Investment Boards (`Termum#ting Corporation"}, a Pennsylvania non-profit corporation. WHEREAS, Survivor is a Pennsylvania non-profit corporation organized and eusting under Pennsylvania law, its Articles of Incorporation having originally been filed with the Pennsylvania Department of State, Corporatian Bureau, on Apri121, 1989; and WHEREAS, Terminating Corporation is Pennsylvania non profit corporation organized and existing under Pennsylvania law, its Articles of Incorporation having been filed with the Pennsylvania Department of State, Corporation Bureau, on March 25, 2003; and WHEREAS, in all respects, the respective Boards of Directors of Survivor and Terminating Corporations deem it advisable and to the advantage, welfare and best interests of such corporations to merge the Terminating Corporation with and into Survivor pursuant to the provisions of the Pennsylvana Nonprofit Corporation Law of 1988, as amended (the "PaNCL'~, upon the terms and conditions hereinafter set forth. NOW, THEREFORE, intending to be legally bound, the parties hereby agree to atpprove, adopt, certify, execute and acknowledge this Agreement and Plan of Merger as follows: l . Me eerr .Upon th,e teams and subject to the conditions hereof and in oorttpiiance with the provisions of the PaNCL, Terminating Corporation shall, at the Effective Date (as hereinafter defined}, be merged (the "Merger") with and into Survivor, which shall be the surviving corporation and which shall continue to exist as the surviving corporation (sometimes hereinafter referred to as the "Surviving Corporation") under the name " " to be governed by the provisions of the PaNCL. The separate existence of Terminating Corporation shall cease at the Effective Date, in accordance with the provisions of the PaNCL. Z. Certificate of Incorporation. The Articles of Incorporation of Survivor, in the amended form attached hereto as Exlu 't 1 shall be the Articles of Incorporation of the Surviving Corporation and shall continue in full force and effect until altered, amended or changed in the manner prescribed by the provisions of the PaNCL. 3. B i~ The Bylaws of Survivor, in the amended form attached hereto as Exhi`bit 2 shall be the Bylaws of the Surviving Corporation and shall continue in full force and effect until altered, amended or changed as therein provided and in the manner prescribed by the provisions of the PaNCL. 4. Authorization. The respective directors of Survivor and Terminating Corporation have adopted resolutions approving this Agreement and Plan of Merger subject to the officers of the respective corporations obtaining: (i) the consent, approval or non~bjection of the Attorney G~eral of the Commonwealth of Pennsylvania, (ii) any necessary or desirable landlord consents or other consents required by contracts to which the Survivor and/or the Terminating 3585571-1 Corporation is a party; and (iii) the consent, approval ornon-objection of the Internal Revenue Service. The directors of Survivor and Terminating Corporation shall seek the approval of the Agreement and Plan of Merger by their respective members, as needed. 5. Effective Date. Articles of Merger will be executed and filed in accordance with the PaNCL at such time as is directed by the Presidents of Survivor and Terminating Corporation. The Merger sha11 become effective on the date specified in said Articles of Merges (the "Effective Date"). 6. Effect of Merger. On the Effective Date of the Merger: a. Terminating Corporation shall be merged with and into Survivor and shall cease to exist; b. The initial officers and directors of the Surviving Corporation are set forth an Exhrbit 3, attached hereto. The directors and their terms of office are subject to the approval of the Surviving Corporation's members at its 2012 annual meeting pursuant to the Bylaws of the Surviving Corporation. All successors to the initial officers and directors shall be elected in accordance with the Bylaws. c. The rcgistcred office of the Surviving Corporation shall be 205 House Avenue, Suite 101, Camp Hill, PA 17011. d. all of Terminating Corporation's property (whether real, personal or mixed), other assets (whether tangible or intaagible), franchises, claims, and all debts due on whatever account to Terminating Corporation, including choses inaction belonging to Terminating Corporation, shall be transferred to and vested in Surviving Corporation without further act or deed; e. Surviving Corporation shall assume and be responsible for all debts, liabilities and obligations of Terminating Corporation; liens upon the properly of Terminating Corporation shall not be impaired by the Merger and any china existing ar action or proceeding pending by or against Terminating Corporation may be prosecarted to judgment as if the Merger had not taken place or Surviving Corporation maybe substituted in Terminating Corporation's place; and f. all taxes, penalties and other governmental accounts claimed against Terminating Corporation but not settled, assessed or determined prior to the Merger shall be settled, assessed or determined against Surviving Corporation and shall be a lien against the franchises, assets and property, both real and personal, of Surviving Corporation to the extent required by law. 7. Further Acts. In the event that this Agreement and Plan of Merger shall have been fatly approval on behalf of Survivor and Terminating Corporation in the manner prescribed by the provisions of the PaNCL, Survivor and Terminating Corporation will cause to be executed and filed or recorded any document prescribed by the law of the Commonwealth of Pem~sylvania and will coarse to be performed all necessary acts to effectuate the Merger. The Board of Directors and the proper officers of Survivor and Terminating Corporation are hereby 3585571-F authorized, empowered and directed tv do any and all acts and things, and to make, execute, deliver, file or record any and all instrunnents, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Agreement and Plan of Merger. 8. Termination and Abandonment. Notwithstanding the approval of this Agreement and Plan of Merger, this Agreement and Plan of Merger may be modified or terminated, and the Merger may be abandoned, at any erne prior to the filing of the Articles of Merger in Petmsylvania by an instrument in writing signed by an authorized officer of Survivor and Terminating Corporation, and upon authorization of the respective Boards of Directors of Survivor sad Terminating Corporation. 9. Counterparts. This Agreement and Plan of Merger maybe executed in any number of oounteipalts and by any of the parties hereto on separate counterparts, each of which when so executed shall constitute an original and all of which together shall constitute one and the same document. [signature page follows] 3585571-1 ti IN WTI NESS WHEREOF, Survivor and Terminating Corporation, p~uguant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors, have caused this Agreement and Plan of 1Vlerger to be executed by an authorized officer of each PAY thereto. Pennsylvania Partners By: Name: Title: 3585571-I 4 Pennsylvania Association of Workforce IN WITNESS WHEREOF, Survivor and Terminating Corporation, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors, have caused this Agreement and Plan of Merger to be executed by an authorized officer of each party thereto. Pennsylvania Partners ay: Name: Title: Pennsylvania Association of Workforce Investment Bo By: Name: ~a ~ Title: C. -- c_ 3585571-I q. ~i IN WITNESS WHEREOF, Survivor and Terminating Corporation, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors, have caused this Agreement and Plan of Merger to be executed by an authorized officer of each party thereto. 3585571-t Pennsyly P ers By: Name: Title: ® cLtia~r Pennsylvania Association of Workforce Investment Boazds By: Name: Title: 4 12:29 PM Pennsylvania Association of Workforce Investment Boards os~lsn~ Accrual Basis Balance Sheet As of ~u~s~216, 2012 ASSETS Current Assets CheckinglSavings 622 • Metro Bank 10,806.88 623 • Metro Bank Money Market 25,464.20 Total CheckinglSavings 36,271.08 Accounts Receivable 1110 • Accounts receivable 13,490.00 Total Accounts Receivable 13,490.00 Other Current Assets 1299 • Undeposited Funds 7,225.00 Total Other Current Assets 7,225.00 Totat Current Assets 56,986.08 TOTAL ASSETS 56,986.08 LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 2010 • Accounts payable -1,670.00 Total Accounts Payable -1,670.00 Total Current Liabilities -1,670.00 Total Liabilities -1,670.00 Equity 3001 • Opening Bal Equity 26,398.87 3010 • Unrestrict (retained earnings) 10,087.21 Net Income 22,170.00 Total Equity 58,656.08 TOTAL LIABILITIES & EQUITY 56,986.08 Page 1 of 1 t• PENNSYLVANIA PARTNERS FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2010 AND 2009 SFiC^..COMPt1NY CPAS AND BUSlNE55 ADVISORS t PENNSYLVANIA PARTNERS TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS STAT'~:MENTS OF FINANCIAL POSITION STATEMENTS OF ACTIVITIES STATEMENTS OF FUNCTIONAL EXPENSES STATEMENTS OF CASH FLOWS NOTES TO FINANCIAL STATEMENTS PAGE NUMBER 1 2 3 4-5 6 7 - IQ SFY~C'COVfPANY CHAS AND BUSINESS ADVISORS Seligman, Friedman & Company; P.C. ^ SF~~.GoNr~ANY ~ ~ 1 • 1027 i4lumma Road, Wormleysburg, PA 17043 T 717.76i.O2I 1 F 7I7.975.9750 1423 H. Atherton Strcct, State College, PA 16803 T 814.238.8474 F 814.234.3523 96 S. George Street, Suite 350, York, PA 57401 T 717.843.0040 F 717.843.0675 73 F.. Forrest Avenue, Shrewsbury, PA 17361 T 717.227.0004 F 717.227.0052 10 ~'yatre Brooke Drive, York, PA 17403 T 717.741.0004 F 717.741.0361 infofgsfc-cpa.com INDEPENDENT AUDITORS' REPORT www.sfc-cpa.com To the Board of Directors Pennsylvania Partners 205 House Avenue, Suite 101 Camp Hill, Pennsylvania 17011 We have audited the accompanying Statements of Financial Position of Pennsylvania Par#ners as of June 30, 2010 and 2009, and the related Statements of Activities, Functional Expenses, and Cash Flows for the years then ended. These financial statements are the responsibility of Pennsylvania Partners' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the f nancial position of Pennsylvania Partners as of June 30, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. ~~{ h / - ~ ~,c~~ x~ 4 Harrisburg, Pennsylvania October 1, 2010 t PENNSYLVANIA PARTNERS STATEMENTS OF FINANCIAL POSITION June 30, 2010 2009 ASSETS ASSETS Cash and Cash Equivalents $ 450,929 $ 190,863 AccauntsReceivable 157,184 237,653 Prepaid Expenses 4,767 3,602 TOTAL ASSETS $ 612,880 $ 432,118 LIABILITIES AND UNRESTRICTED NET ASSETS LIABILITIES Accounts Payable Accrued Payroll TOTAL LIA-BII.ITIES UNRESTRICTED NET ASSETS TOTAL LIABILITIES AND UNRESTRICTED NET ASSETS See indcpendent auditors' report and accompanying notes. 2 $ 37,683 $ 8,054 18,331 25,995 56,OI4 34,049 556,866 398,069 $ 612,880 $ 432,118 SFt~^COb1Pt1NY CPAS AND BISSINE55 ADVISORS t PENNSYLVANIA PARTNERS STATEIVIENTS-OF ACTIVITIES Years Ended June 34, REVENUE AND OTHER SUPPORT Membership Dues Conference Registration Fees Grant Income Interest Income Miscellaneous Services TOTAL REVENUE AND OTHER SUPPORT FUNCTIONAL EXPENSES Program Services General and Administrative TOTAL FUNCTIONAL EXPENSES CHANGES IN UNRESTRICTED NET ASSETS UNRESTRICTED NET ASSETS -BEGINNING UNRESTRICTED NET ASSETS -ENDING See independent auditors` report and accompanying notes. 2014 2049 $ 100,948 $ 76,907 389,472 346,913 285,967 80,047 2,841 786 38,930 65,702 818,158 570,355 562,026 457,496 97,335 144,491 659,361 601,987 158,797 (31,632) 398,069 429,701 $ 556,866 $ 398,069 3 SFLL"COVSPANY CPAS AND BUSINESS ADVISORS PENNSYLVANIA PARTNERS STATEMENT OF FUNCTIONAL EXPENSES YEAR ENDED JUNE 30, ZO10 FUNCTIONAL EXPENSES Salaries Payroll Taxes Employee Benefits Printing and Publications Conferences Copying Occupancy Postage and Supplies Telephone Insurance Travel Professional Fees Equipment and Maintenance Training and Facilities Meetings and Workshops Miscellaneous Total Allocated General and Administrative Expenses TOTAL FUNCTIONAL EXPENSES Program DLI Total Program Services Grant Services $ 102,115 9,333 24,356 3,778 23,OI0 3,929 24,424 3,741 4,005 2,326 2,109 4,730 8,646 4,079 96,051 7,247 $ 55,291 5,054 13,187 0 109,154 1,572 0 625 727 0 2,409 0 0 0 27,673 0 $ 157,406 14,387 37,543 3,778 132,164 5,501 24,424 4,366 4,732 2,326 4,518 4,730 8,646 4,079 123,724 7,247 539,571 22,455 $ 562,026 323,879 215,692 0 22,455 $ 323,879 $ 238,147 See independent auditors' report and accompanying notes. 4a s General and Administrative Total $ 37,768 $ 195,174 3,452 17,839 9,008 46,551 . 1,397 5,175 8,511 140,b75 1,453 6,954 9,034 33,458 1,383 5,749 1,481 6,213 860 3,186 780 5,298 1,750 6,480 3,198 11,844 1,509 5,588 3 5,526 159,250 2,680 9,927 i 19,790 659,361 (22,455) 0 $ 97,335 $ 659,361 4b SRLCo~~r~vY CPAS AND BUSINESS ADVISORS r PENNSYLVANIA PARTNERS STATEMENT OF FUNCTIONAL EXPENSES YEAR ENDED JUNE 30, 2009 FUNCTIONAL EXPENSES Salaries Payroll Taxes Employee Benefits Printing and Publications Conferences Copying - Occupancy Postage and Supplies Telephone Insurance Travel Professional Fees Equipment and Maintenance Training and Facilities Meetings and Workshops Miscellaneous Total Allocated General and Admizristrative Expenses TOTAL FUNCTIONAL EXPENSES See independent auditors' report and accompanying notes. Program DLI Total Program Services Grant Services $ 148,118 $ 26,857 $ 174,975 13,455 0 13,455 42,025 0 42,025 3,665 0 3,665 76,785 49,755 126,540 7,SS2 0 7,552 23,713 0 23,713 4,963 489 5,452 4,617 2,671 7,288 2,504 0 2,504 9,420 275 9,695 5,484 0 5,484 3,938 0 3,938 6,952 0 6,952 21,053 0 21,053 6,770 0 6,770 381,OI4 80,047 461,061 0 (3,565) (3,Sb5) $ 381,014 $ 76,482 $ 457,496 Sa General and Administrative Total $ 54,784 4,977 15,544 1,355 28,400 2,793 8,771 1,836 1,708 926 3,484 2,029 1,457 2,571 7,787 2,504 140,926 3,565 $ 144,491 $ 229,759 18,432 57,569 5,020 154,940 10,345 32,4$4 7,288 8,996 3,430 13,179 7,513 5,395 9,523 28,840 9,274 601,987 0 $ 601,987 Sb SFYLCO~IPANY CPAS AND BUSINESS ADVISORS PENNSYLVANIA PARTNERS STATEMENTS OF CASH FLOWS CASH FLOWS FROM OPERATING ACTIVITIES Changes in Unrestricted Net Assets Adjustments to Reconcile Changes in Unrestricted Net Assets to Net Cash Provided (iJsed} by Operating Activities (Increase) Decrease in Accounts Receivable Prepaid Expenses Increase (Decrease) in Accounts Payable Accrued Payroll NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES CASH AND CASH EQUIVALENTS -BEGINNING CASH AND CASH EQUIVALENTS -ENDING Sce independent auditors' report and accompanying notes. 6 Years Ended June 30, Zoio agog $ 158,797 $ (31,632) 80,469 (41,206) (1,165) 6,067 29,629 (29,379) (7,664) 5,091 260,066 (91,059) 190,863 281,922 $ 450,929 $ 190,863 SFIC~COy~eartY CPAS ANO SUSlNE55 AOVfSORS PENNSYLVANIA PARTNERS NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2010 AND 2009 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Activities Pennsylvania Partners (the Organization) is a voluntary association of all of the Commonwealth of Pennsylvania's Workforce lnvestment Areas (formerly, Service Delivery Areas). The Organization's mission is to promote and enhance the delivery of employment and training services of each member by: providing a common forum far discussion of topics in the employment and training field; assisting in developing the means of improved program performance; developing and implementing a means to make technical assistance available; enhancing the professionalism of employment and training staffs; and increasing the understanding of legislation and providing clarity on legislative issues. Basis of Accounting The financial statements of the Organization are prepared using the accrual basis of accounting. Financial Statement Presentation T'he Organization`s financial statement presentation follows the recommendations of Accounting Standards Codification (ASC} No. 958, "Nat for-Profit Entities" {formerly, Statement of Financial Accounting Standards (SEAS) No. 117, "Financial Statements of Nonprofit Organiaations'~. Under ASC No. 958, the Organization is required to report information regarding its fmancial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently resh~icted net assets. In addition, the Organization is required to present the Statements of Cash Flows. Under the provisions of ASC No. 958, net assets, revenue, gain, and loss are classified, based on the existence or absence ofdonor-imposed stipulations as follows: * Unrestricted Net Assets -Net assets that are not subject to donor-imposed stipulations. * Temporarily Restricted Net Assets -Net assets subject to donor-imposed stipulations that will be met either by action of the Organization and/or the passage of time. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported on the Statements of Activities as net assets released from restrictions. * Permanently Restricted Netl4ssets -Net assets subject to permanent donor-imposed stipulations that they be maintained permanently. Generally, the donors of such assets pernut the Organization to use all or part of the income earned on the assets far general or specific purposes. The Organization does not have any temporarily and permanently restricted net assets at June 30, 2010. 7 SFI~Cayrn~rrr CPAS AND BUSINESS ADVISORS PENNSYLVANIA PARTNERS NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2010 AND 2009 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Cash and Cash Equivalents The Organization considers all unrestricted highly liquid investments with an initial maturity of three months or less to be cash equivalents. Accounts Receivable The stated value of accounts receivable at June 30, 2010 is determined by management to be the amount fully collectible. Therefore, no allowance for doubtful accounts has been established. Furniture and Equipment The cost of fitrniture and equipment is charged to operations of the various programs, upon acquisition, in accordance with contract reporting requirements and reimbursement policies of the Department of Labor and Industry. Allocation of Functional Expenses The costs of providing the various program and other activities have been summarized on a functional basis on the Statements of Activities and Statements of Functional Expenses. Accordingly, certain costs have been allocated among the program and supporting services benefited. Federal Income Taxes The Organization is exempt from federal income taxes as an organization described under the Internal Revenue Code (IRC) Section 501(c)(3}, except for net income derived from unrelated business activities, if any. The Organization's open audit periods are 2007 through 2009. During 2006, the Financial Accounting Standards Board {FASB) issued ASC No. 740-10 {formerly, FASB Interpretation No. 48, "Accounting for Uncertainty in Incorrae Taxes'), which prescribed a comprehensive model for how an organization should measure, recognize, present, and disclose uncertain tax position taken on its tax return. The Organization believes that is has appropriate support for tax positions taken and, as such, does not have any uncertain tax positions that ai~e matei~iai to the financial statements. Recently Adopted Accounting Standards ASC Codification During June 2009, the FASB issued SFAS No. 16$, "The FASB Accounting Standards Cod j~cation (ASC) and the Hierarchy of Generally Accepted Accounting Principles - A Replacement of FASB Statement No. 162, " (now codified within ASC No. 105, Generally Accepted Accounting Principles (GAAP) (ASC No. 105)). ASC No. 105 establishes the Codification as the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. All guidance contained in the Codification caries an equal level of authority. SFiLCO~~iPr1NY SPAS AND BUSINESS ADVISORS PENNSYLVANIA PARTNERS NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2410 AND 2009 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recently Adopted Accounting Standards (Continued) ASC Codification {Continued}, Following this statement, FASB will not issue new standards in the form of statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates, which will serve only to: (1) update the Codification; (2) provide background information about the guidance; and {3) provide the bases for conclusions on the changes} in the Codification. ASC No. 105 is effective for financial statements issued far interim and annual periods ending after September 15, 2009. The adoption of ASC No. 105 did not have any impact on the results of operations or fitnancial position. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from these estimates. 2. CONCENTRATION OF CREDIT RLSK The Organization's cash balance(s) in fmancial institutions, at times, may exceed the .Federal Deposit Insurance Corporation (FDIC) insured lunits. However, the Organization has not experienced any losses and believes it is not exposed to any significant credit risk. 3. LEASES The' Organization leases office space, under a lease agreement expiring during March 2012. The lease provides for fixed annual rentals. Total rent charged to expense for the years ended June 30, 2010 and 2009 was $33,458 and $32,484, respectively. The Organization leases certain office equipment, under Lease agreements expiring during June 2012. Total rentals charged to expense for the years ended June 30, 2010 and 2009 was approximately $6,954 and $7,013, respectively. The minimum to#a1 rental commitments for existing leases are as follows at June 30: 2411 $ 40,300 2012 35,302 Total $ 75,602 9 SF(~''COVIPANY CPAS AND BUSINESS ADVISORS t PENNSYLVANIA PARTNERS NOTES TO FIlYANCIAL STATEMENTS YEARS ENDED JUNE 30, 2010 AND 2009 4. RETIREMENT PLAN The Organization has established a defined contribution retirement plan for the benefit of its employees and has the option to make discretionary contributions to the plan. Additionally, the Organization matches employee's contributions dollar for dollar on the first 4.0 percent of compensation. The Organization's contributions were $5,764 and $7,982 for the years ended June 30, 2010 and 2009, respectively. 5. SUBSEQUENT EVENTS Management of the Organization has evaluated subsequent events through October 1, 2010, which is the date the financial statements were available to be issued. ~~ SFIC''COA~fI'ANY CPAS AND BUSINESS ADVISORS 100 East Market Street P.O. Box 15012 York, PA 17405-7012 Tel 717.846.8888 Fax 717.843.8492 www.barley.com August 6, 2012 Michael T. Foerster, Esquire Deputy Attorney General Commonwealth of Pennsylvania Office of Attorney General Charitable Trusts & Organizations Section Strawberry Square, 14~' Floor Harrisburg, PA 17120 Alex E. Snyder, Esquire Direct Dial Number: 717.852.4975 E-mail: asnyder@barley.com Re: Merger of Pennsylvania Association of Workforce Investment Boazds and Pennsylvania Partners Deaz Mr. Foerster: Our firm is counsel for Pennsylvania Partners ("Pa Partners"). We have been working with Pa Partners on a proposed merger with the Pennsylvania Association of Workforce Investment Boazds ("Pa WIB"). Pa Partners is a Pennsylvania nonprofit corporation that represents workforce development professionals and organizations, helps to develop and foster the sharing of information among such professionals, and acts as liaison with state and federal government agencies and other workforce partners. Pa WIB is a Pennsylvania nonprofit association that also serves Pennsylvania's Workforce Investment Boards through the promotion of best practices, communication to the state Workforce Investment Board and state and federal authorities on workforce issues, enhancing cooperation of workforce investment boazds in developing regional and state-wide links and partnerships, and improving a unified, seamless system for the delivery of workforce services. To save administrative costs during the last several years, Pa Partners has provided association management services to Pa WIB, including meeting management, administrative services and record keeping, communications to members, maintenance of bank accounts, the maintenance of a web page, the presentation of an industry partnership symposium and an annual employment, education and training conference, and other items. The Directors of the two entities believe that substantial additional administrative costs can be saved through their merger. Pursuant to your Office's protocol, I write to provide notice that Pa Partners will be seeking the approval of the Lancaster County Orphans' Court in order to move forward with the proposed merger and transfer of Pa WIB's charitable assets and liabilities to the surviving entity, Pa Partners, which will perform the same services and mission as the two predecessor entities. Although Pa Partners will be the surviving entity, it plans to adopt the name "Pennsylvania Workforce Development Association," and it will ensure that any assets of Pa WIB remain devoted to the purposes for which they were donated. I also write to request your review of the merger as a fundamental change transaction. York • Lancaster • Reading • Berwyn • Hanover s Michael T. Foerster, Esquire Deputy Attorney General August 6, 2012 Page 2 In connection with this review request, I have enclosed the following documents pertaining to Pa Partners, Pa WIB, and the merger transaction: • Articles of Incorporation and Bylaws for Pa Partners; • Bylaws for Pa WIB; • 2009 and 2010 financial statements for Pa Partners; • Current Balance Sheet for Pa WIB; • 2009, 2010, and 2011 Form 990's for Pa Partners; • 2009, 2010, and 2011 Form 990's for Pa WIB; • List of Officers and Directors of Pa Partners; • List of Officers and Directors of Pa WIB; • Association Management Services agreements between Pa Partners and Pa WIB for the years 2010, 2011, and 2012; • Memorandum of Understanding between Pa Partners and Pa WIB regarding merger; and • Agreement and Plan of Merger. I would be more than happy to make myself available in order to provide any additional information you would need to complete your review. Thank you for your time and your consideration of this request. Very truly yo , i Alex E. 3652919_1 Enclosures t. LINDA L. KELLY ATTORNEY GENERAL COMMONWEALTH OF PENNSYLVANIA OFFICE OF ATTORNEY GENERAL August 22, 2012 Charitable Trusts and Organizations Section 14~' Floor, Strawberry Squaze Harrisburg, PA 17120 Telephone: (717) 783-6084 Facsimile: 717-787-1190 mfoerster@attorneygeneral.gov Alex E. Snyder, Esquire BARLEY SNYDER LLC 100 East Mazket Street P.O. Box 15012 York, PA 17405-8492 RE: Pennsylvania Association of Workforce Investment Boards/ Pennsylvania Partners: Lancaster County. Deaz Mr. Snyder: This will acknowledge receipt of your letter and enclosures regarding the above- captioned matter. I have reviewed the Petition for the Approval of Merger, and have no objections. Please forwazd a copy of the Decree as soon as it is available so that I can complete my file. Please be advised that the above review was conducted pursuant to the parens patriae role of the office and has no bearing on any matter unrelated to that function. Thank you for your time and attention to this matter. Sincerely, ichael T. Foerster Senior Deputy Attorney General MTF/srh CERTIFICATE OF SERVICE I hereby certify that on this date I served a true and correct copy of the foregoing Petition for the Approval of the Merger of Pennsylvania Partners and Pennsylvania Association of Workforce Investment Boards by depositing a copy of same in the United States Mail first cl ass, postage prepaid, at York, Pennsylvania, addressed as follows: Michael T. Foerster Deputy Attorney General Commonwealth of Pennsylvania Office of Attorney General Charitable Trusts & Organizations Section Strawberry Squ~-e, 14~' Floor Harrisburg, PA 17120 BARLEY SNYDER, L P By: Alex E. Snyd ire Court I.D. 200987 100 East Market Street P. O. Box 15012 York, PA 17405-7012 (717) 852-4975 Attorney for Petitioners Pennsylvania Partners and Pennsylvania Association of Workforce Investment Boards Date: September 20, 2012 369384!-1