BY LAWS

Name:

BARC Development Services Foundation Location: 4950 York Road P.O. Box 470 Holicong, PA 18928-0470.

Statement of Purpose/Mission:

The purpose of the Foundation is to raise, invest, and distribute funds to BARC Developmental Services Inc.

Foundation Control:

The BARC Developmental Services (BDS) Board of Directors controls the Foundation.

ARTICLE I

BOARD OF DIRECTORS

Section 1.

The Board of Directors shall consist of a minimum of six (6) members one of whom is President of the BARC Developmental Services (BDS) Board.

Section 2.

The Board shall be responsible for overseeing the activities of the Foundation. The Board shall be empowered to employ any person or organization, as the Board deems appropriate to carry out the mission of the Foundation.

Section 3.

The elected Directors shall serve a term of three (3) years.

Section 4.

All elected Directors shall take office on June 1st of the year elected.

Section 5.

Any vacancies occurring on the Board shall be filled by a majority vote of the remaining members of the Board. Appointed Directors will serve until the next May 31st when the vacancy must then be filled for the balance of the original term by a vote of the Board.

Section 6.

The Board shall hold a regular meeting quarterly each year unless a majority of the Board votes not to meet. The Board must meet at least one time each year.

Section 7.

Special Meetings of the Board may be called by the President or any officer at any time, upon the written request of three (3) Board members with at least five business days notice.

Section 8.

A quorum shall consist of a majority of the Board (i.e., four (4) members of a full six (6) Board contingent). There shall be no proxy votes.

Section 9.

In the absence of a quorum, the Board may be polled by telephone, telefax, or electronic mail on issues that need immediate action. A majority of the Board must approve such action by reviewing and ratifying the issue at the next regular Board meeting.

Section 10.

At its discretion, the Board may remove any director for cause by a two-thirds ballot vote. Notification must be made by certified mail to the last known address of such Board member being considered for removal at least two (2) weeks prior to Board action on the matter.

Section 11.

Directors shall serve without pay.

ARTICLE II

BOARD DEVELOPMENT COMMITTEE AND ELECTION OF THE BOARD OF DIRECTORS

Section 1.

The BDS Foundation President shall appoint the Board Development Committee, consisting of three Board members one of whom shall be the Chairperson.

Section 2.

The duties of the Board Development Committee shall be:

1. To introduce appropriate nominees who support the BDS mission for election to the Board of Directors and to present it to the Board, in writing, at least thirty (30) days prior to a designated meeting. Nominee consent must be given in advance to the Board Development Committee.
2. To recommend to the Board of Directors persons to fill vacancies.

Section 3.

The Chairperson of the Board Development Committee shall chair the portion of the meeting pertaining to the election of the Board of Directors.

Section 4.

Unless a motion to approve the nominees as presented is passed the election shall be by ballot, collected and counted by the Board Development Committee. The nominees with the most votes win the election. In the case of a tie a run-off vote will be held.

ARTICLE III

OFFICERS OF THE BOARD OF DIRECTORS

Section 1.

The Foundation Board shall appoint all Board leadership as it deems necessary. They may include: President, Treasurer and Secretary.

Section 2.

The term of office shall be for three (3) years. Officers may be removed and replaced by a two-thirds vote of the current Board members at a special meeting called specifically for that purpose.

Section 3.

Each officer of the Board shall have the duties normally associated with the office. In the absence of the President the order of succession shall apply. In addition, each shall have such other duties as may from time to time be determined by the Board of Directors or the President.

Section 4.

The election of officers shall be the first order of business at the first Board of Directors meeting following the annual meeting. Term of office for officers shall begin June 1st of each year.

Section 5.

The Board Chairperson of the Board Development Committee shall preside over the election of officers.

Section 6.

The Board Development Committee Chairperson shall present a slate of officers. Each officer shall be elected by a majority vote. Nominations are accepted from the Board and must be submitted to the Development Committee at least thirty (30) days prior to the election. Secret ballot shall be used whenever more than one nomination is made for an office.

Section 7.

Vacant positions shall be filled at the Board's earliest convenience in accordance with the procedures outlined in Sections 5 and 6.

ARTICLE IV

STANDING COMMITTEES

Section 1.

The standing committees of the Board shall be the Board Development Committee and the Board Investment Committee.

ARTICLE V

FIDUCIARY RESPONSIBILITIES OF THE BOARD

Section 1.

The investment committee, on their own or with an advisor, will identify options and recommendations for Board approval.

ARTICLE VI

CONFLICT OF INTEREST

Section 1.

Board members shall disclose any potential conflict of interest involved in any vote and exclude themselves from such vote.

Section 2.

No Board member while in office, and for a period of one (1) year after termination, shall be eligible for employment by and/or compensation for services to the Foundation or the BDS Association.

ARTICLE VII

LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1.

Directors of the Foundation shall not be personally liable for monetary damages as such for any action taken or failure to take any action other than as expressly provided in 15 Pa. C.S. Sections 513 and 5713. It is the intention of this Section 1 to limit the liability of directors of this Association to the fullest extent permitted by 15 Pa. C.S. Section 513 and 5713 or by any other present or future provision of Pennsylvania law.

Section 2.

The Foundation shall indemnify every director and officer, and may indemnify any employee or agent to the full extent permitted by the Pennsylvania Nonprofit Corporation Law of 1988, and any other present or future provision of Pennsylvania law and such provisions and all amendments and successor provisions thereto are incorporated herein by reference. The Foundation shall pay and advance expenses to directors and officers for matters covered by indemnification to the full extent permitted by such law. This Section 2 shall not exclude any other indemnification or other rights to which any party may otherwise be entitled in any manner.

ARTICLE VIII

BOOKS AND RECORDS

Section 1.

The Foundation shall keep a record of the proceedings of the Board of Directors, a copy of the By Laws, and all Amendments thereto and appropriate complete and accurate books and records of account, which records shall be kept at the executive offices. A CPA will be engaged annually to audit or review the financial statements of the Foundation at least 120 days after the end of the fiscal year. Final copies of the audit or review will be shared with the Foundation Board and the BDS Board.

ARTICLE IX

AMENDMENTS

Section 1.

Any proposed amendments to these By Laws shall be presented in writing to the entire Board at least thirty - (30) days prior to the meeting at which it is to be voted. A member may vote by mail or by attendance at the general or special meeting. A two-thirds (2/3) vote of all votes cast is required for ratification.

ARTICLE X

PARLIAMENTARY AUTHORITY

Section 1.

Robert's Rules of Order, newly revised, and, in addition, the Pennsylvania Non-Profit Corporation Law of 1988, as amended, shall be the referenced guide in all proceedings not expressly addressed in these By Laws of the Foundation. In the event of a conflict between the Non-Profit Corporation Law of 1988 and Robert's Rules of Order, the Non-Profit Law shall govern.

WAYS TO DONATE/INVEST IN THE BDS FOUNDATION

The BARC Developmental Services Foundation was formed to insure the continuation of BARC Developmental Services (BDS) programs for as long as they are necessary. The Foundation has the responsibility to invest and grow the BDS Trust Fund and provide donor incentives through a planned giving campaign with the intent to fund programs as needed.

DONOR BENEFITS

• Assurance that critical community programs for family members will continue;
• Competitive interest and rates of return on investment;
• Estate planning;
• Guaranteed investments;
• Guaranteed protection of principle;
• Guaranteed daily professional management of funds;
• Guaranteed ongoing communication with each investor;
• Absolutely no management fees and hidden costs.

BENEFITS TO BARC Developmental Services (BDS)

• Assurance that critical community programs for children and adults with intellectual disabilities and Autism are continued;
• Assurance that funding is available during periods of public funding cutbacks;
• Ability to assure programming for anyone and everyone with intellectual disabilities and Autism;
• Confidence that BDS will celebrate 100 years of community service in 2051;
• Assurance that non-funded needs are met;
• The continued promotion and perception of the organization as a highly sophisticated firmly established community nonprofit entity.

DONOR INCENTIVES

• Donors may opt to have programs and/or physical sites named for themselves or other loved ones;
• Donors are assured competitive interest rates and return on investments;
• Donors will have several options for when to begin their investment;
• Donors may choose to invest during or after their lifetime;
• Donors may choose to receive a lifetime income from their investment;
• Donors may reduce federal, state, and estate tax liability;
• Donors may increase the total value of their estate after taxes.

DONOR INCENTIVES

1. Gift Annuities
   • The donor will receive a significant tax deduction the year of the initial investment;
   • The donor will receive lifetime payments that will be partially tax-free or taxed at lower rates than other income;
   • The donor will receive professional management of his/her assets;
   • The donor will receive tax savings;
   • The donor will receive favorable treatment of capital gains;
   • The donor will receive interest rates above general money market rates reflective on the age of the donor (i.e., the older the donor the higher the interest rate).

    

2. Life Insurance Policies
   • The donor will receive annual tax deductions for the annual policy premium;
   • The donor will receive professional management of his/her assets;
   • The donor will name BARC as full or partial beneficiary of the policy;
   • The donor, depending on age, may opt to modify an existing policy or take out a new one;
   • The donor will assist BDS and the Foundation with little or no change in his/her annual expenditures.

    

3. Bequests
   • The donor will receive estate planning services, if desired, from a BDS appointed attorney and/or certified accountant;
   • The donor will receive professional management of his/her assets;
   • The donor, depending on the size of his/her estate, will receive tax savings for his/her beneficiaries when the estate is probated;
   • The donor may opt to donate cash, equities, bonds, mutual funds, CD’s, and/or property (to include but not limited to art, antiques, real estate, jewelry);
   • The Foundation will assist the donor regarding planning for named estate beneficiaries.

The most common types of planned giving vehicles are:

1. Gift Annuities - provide the donor with lifetime income. The donor contributes funds or assets to a nonprofit organization that in turn provides the donor with fixed annuity payments for the donor’s lifetime. The donor receives tax deductions for a portion of the total gift and a tax-free return on a portion of all annuity payments. The portion of the gift not used for payments benefits the nonprofit organization.
2. Charitable Remainder Trusts – allows the donor and/or others to receive income for the lifetime(s) of the beneficiaries or for a period not greater than 20 years. The nonprofit receives the transferred balance of the trust after the period designated. A charitable deduction is taken for a portion of the trust in the year it is established.
3. Charitable Lead Trusts – allows a nonprofit to receive a regular, fixed amount from a trust for specific time period or the lifetime of a designated person. At the end of the time period the remainder of the trust passes to designated heirs.
4. Charitable Bequests – describes anything a donor gives or leaves to charity from a will or a revocable inter vivos (living) trust. An estate is any property, money, or personal belongings that remain when a person dies. Even individuals with a small estate can arrange to leave a charitable bequest. People may bequest a portion of their estate to a nonprofit once their family has been provided for. Bequests may be property (home, art or jewelry), life insurance policies, or other financial investments (stocks, bonds, CD’s, mutual funds). Bequests may provide tax savings for other beneficiaries, depending on the size of the estate.