ARTICLE V - DUES AND OTHER FINANCIAL AFFAIRS; INDEMNIFICATION
Section 500. Dues; Assessment.
On an annual basis, the Board shall determine the calendar year dues of each class of membership set forth in Section 100. For purposes of determining dues, the Board may further divide each class of membership by period of admission to practice law, age, residence, location of office or any other reasonable standards. For purposes of this Section 500(A), the period of a Member's admission shall be calculated from the date on which the Member was first admitted to practice before any court of record.
The Board may provide for the waiver of part or all of the dues of a Member or applicant for membership or any provision of Section 103(A), if it is determined that there are special circumstances.
The first year's dues for any person becoming a new Member after June 30 of any year shall be adjusted in accordance with the following schedule:
- first year's dues shall be one-half of the annual dues if membership commences on or after July 1, and on or before September 30;
- if membership commences on or after October 1, payment of the full dues for that calendar year shall constitute payment of the dues for the balance of that calendar year and for the next calendar year.
This Section 500(C) shall not apply to persons whose memberships are reinstated under Section 103(C) unless the Board specifically so provides in connection with such reinstatement. This Section 500(C) shall not be applied so as to result in a refund of any dues paid by any person whose class of membership is changed in any calendar year.
Section 501. Dues; When Payable.
Dues shall be payable annually in advance on or before January 1 of each year. The Association shall send a written notice to each Member prior to January 1 of each year stating that dues for that year are then payable, and setting forth the arrearages of dues, if any.
Section 502. Fiscal Year and Annual Budget.
The fiscal year of the Association shall be the calendar year. Prior to the commencement of each fiscal year, the Board shall adopt an Operating Budget ("Budget") setting forth anticipated income and expenditures for the year. A summary of the Budget shall be Published prior to January 31 of the applicable fiscal year. During the fiscal year, the Board may authorize additional expenditures in excess of the adopted Budget, provided that no single expenditure may exceed five percent of the total of the adopted Budget unless such expenditure is first approved at a meeting of the Members or in a secret ballot referendum vote in accordance with the requirements of Section 1100(B).
Section 503. Audits.
The accounts of the Treasurer, covering all moneys, investments and other property of the Association, shall be audited annually or at such other times and in such manner as may be deemed appropriate by the Board, and a report thereof and of the financial condition of the Association shall be presented to the Board and shall be available for inspection by any Member at the office of the Association.
Section 504. Indemnification and Limitation of Liability.
Limitation of Liability: To the fullest extent permitted by Pennsylvania law, as then in effect, a member of the Board shall not be personally liable for any action taken or for any failure to take action as an Officer or as a member of the Board. The foregoing limitation of liability shall be retroactive to the fullest extent permitted by law.
- The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether by or in the right of the Association) by reason of the fact that the person is or was an Officer or a member of the Board or is or was serving at the request of the Association as an officer, director or representative of another association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding. Indemnification shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where 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.
- Representatives of the Association. The Association may, at the discretion of, and to the extent and for such persons as determined by the Board, indemnify any person who neither is nor was an Officer or member of the Board but who is or was a party or has threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative (and whether by or in the right of the Association) by reason of the fact that the person is or was a representative of the Association, against expenses (including attorney's fees), judgments, fines and amount paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding.
- Advancement of Costs. In the case of any person indemnified by the Association, the Association shall pay such expenses 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 by a court of competent jurisdiction that such person is not entitled to be indemnified by the Association.
Section 505. Reserve Funds.
The Board shall establish one or more reserve funds for such purposes as it determines. The reserve funds, and the income earned thereon, shall be restricted to the purposes for which they were established, except as otherwise provided by the Board.