By-Laws of witf, Inc.

BY-LAWS OF WITF, INC.
ARTICLE I
Name

1.1 The name of the Corporation is WITF, Inc.

ARTICLE II
Purposes and Powers

2.1 The purposes of the Corporation, as stated in its Articles of Incorporation, are to receive, administer and expend funds consistent with the intent of Section 501(c)(3) of the Internal Revenue Code of 1954 or corresponding provisions of subsequent federal tax laws in connection with the following:

To create, operate, maintain and improve public media facilities for the purposes of the formal, informal and lifelong education of children and adults, and to engage in such other related activities as may be consistent therewith.

2.2 The Corporation shall have unlimited power to engage in and to do any lawful act concerning the foregoing purposes, and such other powers as are now or may hereafter be granted by the Pennsylvania Nonprofit Corporation Law of 1972, as amended from time to time, and any and all other applicable state and federal laws.

ARTICLE III
Offices

3.1 The Corporation shall have its principal office at 4801 Lindle Road, Harrisburg, Pennsylvania, or such other location within the Commonwealth of Pennsylvania as the Board of Directors (hereafter, the Board) may from time to time determine.

3.2 The Corporation shall have and continuously maintain in the Commonwealth of Pennsylvania a registered office, and may have other offices within or without Pennsylvania as the Board may from time to time determine.

ARTICLE IV
Members

4.1 The Members of this Corporation are those parties having mem­bership rights in accordance with the provisions of these By-Laws.

4.2 This Corporation shall have two classes of Members which are designated Managing Members and Subscribing Members, of which only Managing Members may vote.

4.3 The qualifications of the Members of this Corporation are as follows:

a. Managing Members shall be natural persons and all shall be Members of the Board of this Corporation;

b. Subscribing Members shall be those individuals, cor­porations, partnerships, associations, institutions and any others who desire to support and advance the purposes of the Corporation, and who conform to the membership requirements as may be adopted and amended by resolution from time to time by the Board. Subscribing Members shall be invited to attend the annual meeting of the Corporation.

ARTICLE V
Board of Directors

5.1 The affairs of the Corporation shall be governed by its Board. The Board shall hire and evaluate the CEO using standing or ad hoc committees as the Board shall determine.

5.2 The number of Directors shall be determined from time to time by resolution of the Board, but shall not be fewer than ten (10) nor more than thirty-four (34), including the President who, by virtue of his or her office, shall be a voting member of the Board. Each Director other than the President shall be elected and hold office for a term of three (3) years and until his or her successor is elected and qualified, and may be re-elected for two additional three-year terms, or until his or her earlier death, resignation or removal.

A Director shall not be eligible for re-election for one year after having served three full terms of three (3) years each. A Director serving as or nominated to be Chair of the Board shall have his or her term extended so that he or she may serve on the Board until one year after his or her term as Board Chair has ended.

5.3 The original Board having divided its membership into three separate classes, at each subsequent annual meeting, approximately one­-third of the Board (excluding the President) shall be elected by the Board from a slate of nominees submitted by the Nominating Committee.

a. Any Subscribing Member may submit to the Nominating Committee, no later than thirty (30) days prior to the annual meeting of the Corporation provided for below, nominees for direc­torships or offices on a form prescribed by the Board and made available at the principal office of the Corporation. Such sub­mission shall be deemed advisory only, and shall be included on the official slate of nominees in the sole discretion of the Nominating Committee.

b. Any twenty-five (25) Subscribing Members, by petition on a form prescribed by the Board and made available at the principal office of the Corporation, may submit to the Nominating Committee nominees for directorships or offices. Such petition must be sub­mitted to the Nominating Committee no later than thirty (30) days prior to the annual meeting of the Corporation provided for below, and such petition shall be deemed a nomination of each person so named.

5.4 An annual meeting of the Corporation shall be held on such date during the last quarter of each calendar year as determined by the Board. Such annual meeting shall be held at such location within Pennsylvania as may be determined by the Board, for the purpose of electing Directors and for the transaction of such other business as may properly be brought before the meeting. The Board shall also hold a minimum of three regular meetings, in addition to the annual meeting, on a schedule and at locations to be determined by the Board.

5.5 Special meetings of the Board may be called by or at the request of the Chairman or any four Directors, and shall be held at the principal office of the Corporation unless the Board shall otherwise direct.

5.6 Any meeting of the Board may be conducted by means of conference telephone or similar communications equipment, as may be prescribed by law.

5.7 Notice of any regular meeting of the Board shall be given at least five days previous thereto, by written notice delivered personally or sent by first class mail, fax, electronic mail, courier or telegram to each Director at his or her address as shown in the records of the Corporation. Notice of any special meeting of the Board shall be given at least 48 hours previous thereto, by written notice provided as set forth above, or by telephonic, fax or comparable means of communications. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, postage prepaid; if given by telegram, such notice shall be deemed to be delivered when deli­vered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where attendance is for the express purpose of objecting to the meeting called or convened. Neither the business to be transacted at, nor the purpose of, any regular or spe­cial meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.

5.8 Forty percent (40%) of the Board shall constitute a quorum for the transac­tion of business at any meeting of the Board, provided, that if less than 40% of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

5.9 The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except where otherwise provided by law or by these Bylaws.

a. No proxy voting shall be permitted at any meeting of Directors.

5.10 Any vacancy occurring in the Board or any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board. The term of any Director who is absent from four (4) consecutive regular meetings of the Board shall expire, and the position declared vacant, if such Director fails to furnish justification for such absences which is acceptable to the Nominating Committee. Directors may request from the Nominating Committee a leave of absence from board service for reasons of illness, travel or other circumstances. If granted, the leave of absence suspends the term of the Director until his or her return.

5.11 At the annual meeting of the Corporation and subsequent to elec­tion of Directors, the Board shall elect, from the members of the newly constituted Board, a Chair and Vice Chair. The Chair shall serve for up to two one-year terms and until a successor is elected and qualified, or until his or her earlier death, resignation or removal. The Chair shall preside over meetings of the Board or, in his or her absence, the Vice Chair shall preside. The Secretary of the Corporation or, in his or her absence, an Assistant Secretary, shall act as Secretary of each meeting, but if neither the Secretary nor an Assistant Secretary is present, those in attendance shall choose any person present to act as Secretary of the meeting.

5.12 No Director (or officer) of the Corporation shall solicit or accept any favor, gift, loan or gratuity worth more than $100 from any person (or entity) who has or is seeking a contractual, employment, or financial relationship with the Corporation. The foregoing shall not be interpreted to prohibit a Director (or officer) from engaging in arms' length commercial transactions with any such person (or entity) on terms customary for such transactions.

5.13 This Corporation shall not enter into any contract or transaction with a Director or a member of the immediate family of a Director or of an organization in which a Director or immediate family member of a Director has a material financial interest, unless the material facts of the contract or transaction are fully disclosed to the Board, and the Board authorizes, approves, or ratifies the contract or transaction by the affirmative vote (without counting the interested Director) of a majority of the Board, at a meeting by which there is a quorum without counting the interested Director. For purposes of these Bylaws, “members of the immediate family” shall mean a spouse, parent, child, spouse of a child, brother, sister or spouse of a brother or sister, of a Director.

ARTICLE VI
Officers

6.1 The officers of the Corporation shall be a President, one or more Vice Presidents (the number to be determined by the Board, and whose order of authority shall be determined by the Board), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board may elect such other officers, including an Assistant Secretary and an Assistant Treasurer, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.

6.2 The officers of the Corporation shall be elected by the Board at the annual meeting as soon as practicable after the election of Directors. Vacancies may be filled or new offices created and filled at any meeting of the Board. Each officer shall hold office until a successor is elected and qualified, or until his or her earlier death, resignation or removal.

6.3 Any officer elected by the Board may be removed by the Board when­ever in its judgment the best interests of the Corporation would be served, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

6.4 A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

6.5 The President shall be the principal executive officer of the Corporation and shall supervise and control the business and affairs of the Corporation, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. By virtue of the office, the President shall be a voting member of the Board and of the Board’s committees during his or her term of office, providing, however, that the President shall not participate in his/her hiring or evaluation or in the approval of the Corporation's audit. The President may execute, with the Secretary or any other proper officer of the Corporation authorized by the Board, any deed, mortgage, bond, contract, or other instrument which the Board has authorized, except in cases where such exe­cution shall be expressly delegated by the Board, by these Bylaws or by statute, to some other officer or agent of the Corporation.

6.6 If the President is absent or is unable or unwilling to act, the Board shall designate one or more Vice Presidents to perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board.

6.7 The Secretary shall keep the minutes of the meetings of the Board and the Corporation; see that all notices are duly given in accor­dance with these Bylaws or as required by law; be custodian of the cor­porate records and seal of the Corporation; affix the seal of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provi­sions of these Bylaws; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board.

6.8 The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation; receive and give receipts for moneys due and payable to the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board; and in general perform all the duties inci­dent to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board.

6.9 The Assistant Treasurer and Assistant Secretary, in general, shall perform such duties as shall be assigned by the Treasurer or the Secretary, or by the President or the Board.

ARTICLE VII
Committees

7.1 The Board, by duly adopted resolution, may establish standing and ad hoc committees from time to time, including an Executive Committee. The duties and functions of these committees shall be established by the Board. The Executive Committee shall have and exercise the authority of the Board in the management of the Corporation to the extent granted by the Board and permitted by law.

7.2 The Chair of the Board shall appoint the membership and chair of the standing and ad hoc committees, each of which shall consist of two or more Directors. Non-Directors may serve on committees, although such persons may not constitute a majority of its members. The establishment of the Executive and any standing committees and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed by law.

7.3 Each member of any committee shall continue as such until a suc­cessor is appointed, unless the committee shall be sooner terminated by the establishing entity, or such member be removed from such committee by the establishing entity.

7.4 Vacancies in the membership of any committee may be filled by the Chair of the Board.

7.5 Unless otherwise provided by the Board, a majority of the whole committee shall constitute a quorum and the act of a majority of the mem­bers present at a meeting at which a quorum is present shall be the act of the committee. Committee meetings may be conducted by means of conference telephone or similar communications equipment, as may be prescribed by law.

7.6 Each committee may adopt rules for its own governance not incon­sistent with these Bylaws or with rules adopted by the Board.

ARTICLE VIII
Contracts, Checks, Deposits and Funds

8.1 The Board may authorize any officer or agent of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.

8.2 All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by the Board. In the absence of such determination, such instrument shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.

8.3 All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board may select.

8.4 The Board may accept on behalf of the Corporation any contribu­tion, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE IX
Books and Records

9.1 The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees having any authority of the Board.

ARTICLE X
Fiscal Year

10.1 The fiscal year of the Corporation shall begin on July 1 and end on June 30 of the following year.

ARTICLE XI
Seal

11.1 The Board shall adopt a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation.

ARTICLE XII
Waiver of Notice

12.1 Whenever any notice whatever is required to be given under the provisions of the Pennsylvania Nonprofit Corporation Law of 1972 (or the corresponding provisions of any successor Pennsylvania law) or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Such notice may be given in any manner prescribed by law, unless otherwise provided herein.

ARTICLE XIII
Indemnification

13.1 The Corporation shall indemnify any Director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to or who is called as a witness in connection with, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, unless the act or failure to act giving rise to the claim for indemnification is determined by a court of competent jurisdiction to have constituted willful misconduct or recklessness.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 13.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of Directors or pursuant to the direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. It is the policy of the Corporation that indemnification of, and advancement of expenses to, Directors and officers of the Corporation shall be made to the fullest extent permitted by law.

The Corporation shall pay expenses incurred by an officer or Director, and may pay expenses incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 13.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

The Corporation shall have the authority to create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these Bylaws or otherwise. This authority shall include, without limitation, the authority to (i) deposit funds in trust or in escrow, (ii) establish any form of self insurance, or (iii) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this Article 13.1. The provisions of this Article 13.1 shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 6.1 above but whom the Corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the Nonprofit Corporation Law, as amended, or otherwise. The authority granted by this Section 13.1 shall be exercised by the Board of Directors of the Corporation.

The repeal of this Article 13.1 or any amendment thereof which may impair or otherwise diminish the protection afforded hereby to the persons described herein shall be effective only with respect to acts or omissions by such persons which occur after the effective date of such repeal or amendment and shall have no effect whatsoever with respect to acts or omissions occurring prior to such effective date.

13.2 The Corporation shall purchase and maintain insurance on behalf of the aforesaid persons to the extent authorized by law.

13.3 A Director shall not be personally liable, as such, for monetary damages for any action taken, or for any failure to take any action, unless: (1) the Director has breached or failed to perform the duties of his or her office under Subchapter B, Chapter 57 of the Pennsylvania Nonprofit Corporation Law applicable to directors of nonprofit corporations; and (2) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. The preceding paragraph shall not apply to: (1) the responsibility or liability of a Director pursuant to any criminal statute; or (2) the liability of a Director for the payment of taxes pursuant to Federal, State or local law. No amendment to or repeal of this Article shall apply to or have any effect on the personal liability for monetary damages of any Director for, or with respect to, any act or omission of such Director occurring prior to such amendment or repeal.

ARTICLE XIV
Informal Action

14.1 Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or the committee.

ARTICLE XV
Dissolution

15.1 Upon dissolution of the Corporation, its assets shall be distributed for one or more exempt purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of sub­sequent federal tax laws), or shall be distributed to the federal government or to a state or local government for a public purpose, in accordance with the Articles of Incorporation.

ARTICLE XVI
Amendments to By-Laws

16.1 These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the affirmative vote of two-thirds of those Directors present at any regular or special meeting of the Board at which a quorum is present, provided that at least 30 days’ written notice is given of the intention to alter, amend or repeal or to adopt new By-Laws at such meeting.

Approved by the Board of Directors 12-3-02

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