BY-LAWS PENNSYLVANIA DEFENSE INSTITUTE

(Revised and updated July 2020)

ARTICLE I NAME:

This Organization shall be known as “Pennsylvania Defense Institute”, also referred to as “PDI”.

ARTICLE II PURPOSE:

The purpose of the Institute shall be as follows:

1. To bring together by association, communication and organization, Pennsylvania defense attorneys, full-time supervising or managerial employees of insurance companies, corporations and house counsel who individually devote a substantial portion of their time to claims or claims administration and law students.
2. To encourage the prompt, fair and just disposition of claims.
3. To enhance the knowledge and improve the skills of its members.
4. To study and act on legislative matters.
5. To promote improvements in the administration of justice and enhance the service of the legal profession to the public.
6. To work for the elimination of court congestion and delays in civil litigation.
7. To cooperate with programs of public education directed toward safety and the reduction of highway and other casualties.
8. To carry on other related and similar activities in the public interest.

ARTICLE III MEMBERSHIP:

Sec. 1. In General.  The  Board of Directors of the Institute shall be the sole judge of the qualifications of a prospective member for membership in the Institute.

Sec. 2. Eligibility for membership.  Those persons who shall be qualified for membership and may continue to hold membership herein, who are either:

1. Members of the Pennsylvania Bar actively engaged in the practice of civil law, who individually devote a substantial portion of their time on litigated matters to the defense of damage suits on behalf of individuals, insurance companies and corporations.
2. Full-time executives, managerial or supervisory employees of insurance companies, self-insurers or corporations who individually devote a substantial portion of their time to claims administration or to matters with a direct impact upon claims administration including legislative activities.
3. Persons of Senior Status, i.e., individuals currently retired from professions involving the duties described in subsections (a) or (b) of this section.
4. Law students in good standing.

Sec. 3. Application for Membership.  Application for membership shall be submitted to the Executive Director and shall then be referred to the Board of Directors for its recommendation and approval for membership.

Sec. 4. Dues.  Annual dues in the amount as established by the Board of Directors as adjusted from time to time and shall be paid per individual membership, with the exception that persons eligible for membership under Sec. 2(c) and 2(d) shall be assessed only $10.00 per year to enjoy membership.

Sec. 5. Removal of Members.  A member may be removed or expelled from membership by the Board of Directors for conduct which is adverse to the best interests of the Institute or who have changed the nature of their practice or employment status to the extent that they no longer meet the requirements for membership as established in Sec. 2 of this Article.  A Member shall have the right to a full hearing before the Board of Directors before expulsion.

ARTICLE IV BOARD OF DIRECTORS:

Sec. 1. Board of Directors.  There shall be a Board of Directors which shall consist of twenty (25) members as follows: the five (5) Officers of the Institute; four (4) District Vice Presidents; ten (10) District Directors, three (3) from the East District, two (2) from Middle District North, two (2) from Middle District South, and three (3) from West District; three (3) most recent Past Presidents; and three (3) At Large Director Positions.  The definition of “district” as herein-above used shall be the same as that which defines the three districts of Pennsylvania for the United States District Courts in the Commonwealth of Pennsylvania and in the case of divisions of the Middle District, the division of the United States Middle District Court into North and South.  Nominations for At-Large Director positions shall be made by a majority of the three Past Presidents, with specific consideration of Young Lawyer and Women and Diversity members.  The above described members of the Board of Directors shall each have one vote on matters to be determined by the Board of Directors.  In addition to the above-designated members of the Board of Directors, Committee Chairpersons will attend each Board Meeting as a non-voting member of the Board of Directors.  The President of the Institute shall act as chairman of the Board of Directors.  Vacancies on the Board of Directors shall be filled by appointment by the Board of Directors to serve the unexpired term or until the successor is elected at the next Annual Meeting of the Institute for the unexpired term.  Each Member of the Board of Directors shall assume office immediately after the adjournment of the Annual Meeting of the Institute at which they are elected.

Sec. 2. The Board of Directors shall establish policy for the Institute and make major decisions related to the operation of the Institute.  The Board of Directors shall determine its own rules of procedure and twelve members of the Board qualified to vote shall constitute a quorum for transaction of business at a meeting of the Board of Directors.  The Board of Directors shall meet during each year as established by the Board of Directors at the Annual Meeting and Conference.

Sec. 3  Executive Committee.  There shall be an Executive Committee consisting of the President, Executive Vice President of Operations, Executive Vice President of Programming, Treasurer, and Secretary.  The President shall be the chairman of the Executive Committee.  The Executive Committee shall have the general supervision, management and control of the business affairs and activities of the Institute, subject, however, to ratification of their actions by the Board of Directors and to the provisions of other Sections of these By-Laws. The Executive Committee shall determine its own rules of procedure.   The Executive Committee shall meet at the call of the President.

Sec. 4. Regular meetings of the Board of Directors shall be held at such times as the Board of Directors by resolution shall determine at the Annual Meeting and Conference.  Special meetings of the Board of Directors may be held from time to time whenever called by the President or any of the five Officers.  Notice of the calling of a special meeting of the Board of Directors shall in every case be given by an oral or written announcement thereof at the last regular meeting so called or by written notice sent via email by the Executive Director to each member of the Board of Directors at least three (3) days in advance of the holding of such meeting.

Sec. 5. The authority of the Board of Directors shall extend to, and include, the following powers and authorities:

1. To change the dues level and structure.
2. To appoint officers to fill any vacancies which may occur in any elective office or in the Board of Directors by reason of the death or resignation of the incumbent thereof.
3. To hire an Executive Secretary or such other employee or employees as the Board deems necessary to conduct the work of the Institute, none of whom need be members of the Institute, and to fix the duties and compensation of any such persons.
4. To vote on the admittance of membership of those persons recommended by the Membership Committee, as well as the continuing qualifications of the members.
5. In the interval between meetings of the Institute to do all acts and perform all functions which the Institute itself might do or perform, except that the Board shall have no power to amend these By-Laws.
6. Any officer or director who fails to attend three or more regularly scheduled meetings of the Board of Directors during a 12-month period, commencing with the annual meeting, may be removed and the office or directorship declared vacant by a two-thirds vote of the Board of Directors.  Any such vacancy shall be filled by election of a majority of the remaining Board of Directors.  The new director or officer elected to fill the vacancy will serve for the unexpired term of .the predecessor in office.

Sec. 6. The President shall be Chairman of the Board.  In the President’s absence, the President-Elect and in the absence of both, the Executive Vice-President or a member of the Board selected by the Board shall act as such Chairman.

Sec. 7. Each Officer and Director shall serve without compensation, but, by action of the Board of Directors, may be reimbursed for actual and necessary expenses incurred while engaged in the business of the Institute.

ARTICLE V OFFICERS:

Sec. 1. (a). The Officers of the Institute shall be:

• A President
• An Executive Vice President of Operations
• An Executive Vice President of Programming
• A Treasurer
• A Secretary
• A Vice President, Eastern District
• A Vice President, Middle District-North
• A Vice President; Middle District-South
• A Vice President, Western District

(b) In addition to the Officers listed in subsection (a) above, the Board of Directors may establish the positions of Assistant Secretary and Assistant Treasurer.  The Assistant Secretary and Assistant Treasurer would serve as Officers of the Institute.

Sec. 2. Duties.  The President shall preside at all meetings of the Institute and of the Board of Directors and Executive Committee, unless unavailable for good cause.  The President shall, with the assistance of the Secretary and Executive Director, present to each meeting of the Institute and of the Board of Directors an agenda of the matters to come before such meeting.  The President shall perform such other duties and acts as usually pertain to his office and as may be prescribed by the Institute or Board of Directors.   In the event of a tie vote, the President shall cast the deciding vote.

The President shall be an ex-officio member of all committees.  The President may not succeed himself or herself.

Sec. 3. The Executive Vice President of Operations shall assume the duties of the President upon the President’s request or when the President is absent or when the President is otherwise unable to perform the duties of the office.  The Executive Vice President of Operations shall oversee membership initiatives, meet or confer regularly with committee chairs to advance active committee participation, and serve as Assistant Treasurer to perform all activities related to the operations of the Institute as may be designated by the President.  The Executive Vice President of Operations shall serve as Chair of the Long-Range Planning Committee and as ex-officio member on all committees.

Sec. 4. The Executive Vice President of Programs shall serve as the Chair of the Annual Meeting Committee and organize and plan the Annual Meeting and Conference.  Additionally, the Executive Vice President of Programs will work with committees and the District Vice Presidents and Directors to organize, coordinate and operate CLEs, programming and social functions within each of the Districts.  The Executive Vice President of Operations shall serve as an ex-officio member of all committees.

Sec. 5. The District Vice Presidents shall act as liaison between members of their respective districts and other members of the Board Directors or potential members, to include promotion of the Institute.  The District Vice Presidents are also responsible for working with the District Directors to organize, coordinate, and operate educational programming, and social functions within their respective Districts.  The District Vice President, in conjunction, with the District Directors are responsible for promoting and developing membership in their respective districts.

Sec. 6. The Secretary shall keep minutes of all the proceedings of the members and Board of Directors and the Executive Committee, and shall maintain a record of the names and addresses of the members of the Institute.  The Secretary shall serve as an ex-officio member of all committees, and shall prepare and send to the members of the Institute notices of any and all special meetings of the Institute and such other notices as may be required by these By-Laws or as may be directed by the Institute, its President or the Board of Directors.  The Secretary shall perform all duties ordinarily required of, or customarily performed by a Secretary and such other duties as the President or the Board of Directors may direct.

Sec. 7. The Treasurer shall oversee the collection and receipt of all fees, dues and assessments from the members of the Institute and all monies due and payable to the Institute from any source.  The Treasurer shall make  disbursements of any monies and funds in the possession or control of the Institute only in accordance with orders of the Board of Directors, and shall make and preserve proper books of account and keep an accurate account of the finances of the Institute, including a detailed record of all receipts and disbursements.  At the request of the President or Board of Directors, the Treasurer shall surrender the books of account for examination by the President or the Board or for auditing by an auditor selected by the Board.

ARTICLE VI NOMINATIONS AND ELECTION OF OFFICERS, TERMS OF OFFICE

Sec. 1. Elections.  The first election of Directors and Officers shall be held at the meeting in which these By-Laws are adopted in general session by those present at said meeting.  Thereafter, the election of Directors and Officers shall take place at the annual meeting of the Institute, the date to be determined by the Board of Directors. Proposed nominations for office may be made in writing to  a Nominating Committee appointed by the President and must be submitted thirty (30) days in advance of the election.  Nominations for Directors and Officers may be made at the meeting for the election of Officers and Directors.  The Nominating Committee shall make its report to the Secretary ten (10) days prior to the meeting to be held for such election.   All nominations of Officers and Directors are for one year terms.  The District Vice Presidents and District Directors may be nominated for additional terms.  The At-Large Directors shall be elected and serve rotating three-year terms upon nomination by a majority of Past Presidents and approval of the Board of Directors.    At-Large Directors may be re-appointed for additional three-year terms upon nomination by a majority of Past Presidents and approval of the Board of Directors.Directors and Officers shall be elected by a majority vote of the members present.  The terms of each Officer and member of the Board of Directors shall begin on the date of election and end on the election of his successor.

Sec. 2. There is a five (5) year sucession plan with each Officer moving through the Offices up to President.  The Secretary is elected for a one-year term and succeeds to the Office of Treasurer the following year.   The Treasurer is elected for a one-year term and succeeds to the Office of Vice President of Programs.  The Vice President of Programs is elected for a one-year term and succeeds to the office of Vice President of Operations.  The Vice President of Operations is elected for a one-year term and succeed to the Office of President.  The President is elected for a one-year term and becomes a member of the Board of Directors the following year as one of three Past Presidents.    The five-year succession through the Executive Committee shall occur without interruption except in the event of resignation or death of the individual or removal from office.  Removal from office requires the recommendation of a two-thirds vote of the Board of Directors of the Institute. The Board shall provide at least thirty (30) days notice prior to the vote of the Board of Directors to the officer subject to removal from office.

ARTICLE VII MEETINGS:

Sec. 1. The Institute shall meet annually at such time and place as the Board of Directors may determine.  Written notice of the Annual Meeting and of the time and place thereof shall be mailed by the Secretary to the members at least thirty (30) days in advance of such Annual Meeting.

Sec. 2.  Board Meetings.  The Board of Directors shall meet during each year as established by the Board of Directors at the Annual Meeting and Conference.  Notice of the rescheduling of any Board Meeting shall be given by written notice sent via email by the Executive Director to each member of the Board of Directors at least seven (7) days in advance of the holding of such meeting.

Sec. 3. Special Meetings.  Special meetings may be called by the President or by a majority of the members of the Board of Directors.  Written notice of a special meeting and of the time and place thereof shall be emailed by the Secretary to the members at least twenty-four (24) hours in advance of such Special Meeting.  Such notice shall state the object of the Special Meeting and no business except that stated in the notice shall be transacted thereat.

Sec. 4.  Thirteen members of the Board of Directors qualified to vote shall constitute a quorum for transaction of business at Annual, Board and Special Meetings.

Sec. 5. By-Law Changes – Any changes to the By-Laws must be voted upon and adopted by the members of the Institute.  Those members of the Institute present at the Annual Meeting and Conference or special meeting called for the purpose of changing the By-Laws shall constitute a quorum for conducting the business of the Institute, including  changing the By-Laws.

ARTICLE VIII COMMITTEES:

The following committees shall be appointed annually by the President: Amicus Committee; Bad Faith Committee; Civil Practice and Procedure Committee; General Liability Committee; House Counsel Committee; Insurance Coverage and Subrogation Committee; Employment and Civil Rights Committee; Legislative Affairs Committee; Membership Development Committee; Motor Vehicle Committee; Products Liability Committee; Publications/COUNTERPOINT Committee; Social Media/Communications Committee; Transportation and Trucking Committee; Women & Diversity Committee; Workers’ Compensation Committee; and Liaison to Defense Research Committee. The President shall have the authority to appoint, from time to time, such other committees as is deemed advisable.  The Executive Committee may remove any committee it deems advisable.

ARTICLE IX AMENDMENTS:

These By-Laws may be amended or rescinded at any meeting of the Institute by an affirmative vote of two-thirds of the members present, provided that notice of the proposed change be given by the Secretary to the members by  email at least thirty (30) days before the meeting at which such action is proposed.

ARTICLE X INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Sec. 1. No Officer or Director shall not be personally liable for any monetary damages for any action undertaken or any failure to take any action, unless the Officer or Director has breached or failed to perform the duties of that office and such breach or failure constitutes self-dealing, willful misconduct or recklessness.

Sec. 2. The Institute shall shall maintain Director and Officer Insurance coverage in the amount of $1,000,000 per person and per occurrence, and indemnify any director or officer, including members of any Committee, 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 Institute, by reason of the fact that he or she is or was a Director, Officer, employee or agent of the Institute, or is or was serving at the request of the Institute 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 to have constituted willful misconduct or recklessness.

Sec. 3. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of Members or disinterested 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 Institute that the indemnification of, and advancement of expenses to, Directors, Officers, and Executive Committee Members of the Institute shall be made to the fullest extent permitted by law.

Sec. 4. The indemnification and advancement of expenses provided by, or granted pursuant to this Article 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 their heirs, executors and administrators of such persons.