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ARTICLE VI

Executive Council

The Executive Council shall be authorized to transact routine business between meetings

of the Board and to act in any emergencies. AU business transactions by the ExecutiveCouncil shall be reported to the full Board at its next meeting. The Executive Councilshall be required to establish aU committee deadlines no later thm August I and to notifyall committees of those dates, AJ! members of the Executive Council, except theImmediate Past Ptesident, shall be required to attend two-thirds of all regularly scheduledExecutive Council meetings. Officers who are absent from more than onc-thiid of themeetings shall be considered immediately to have resigned from the Executive Council.The vacated office shall be filled fiuough an election at the next regularly scheduledBoard meeting with nominees coming from Directors at large.

ARTICLE VU

MeetingsSection 1. The Aimual Meeting of the Association shall be held m May on a date and at alocation to be de'termined by the Board. Twcnty-five members of the Association shallconststvte a quonun.

Section 2. The Board shall hold six regular meetings. The Executive Council, no laterthan August I, shall determine the meetiug calendar for the year and shall notify allBoard members of the dates. Special meetings of the Board may be called by thePresident of the Association and must be held apon a call signed by four Board members.Ten members of the Board constitute a quorum.

Section 3. Within the operating year, July I through June 30, Directors shall not beabsent for more than three of the six scheduled Board meetings. Any Director absentfrom more than Arec of these meetings shall be deemed to have resigned immediatefy,and that seat shall be filled in accordance with ARTICLE VIII. Section 4.

ARTICLE Vm

CommitteesSection I. A Bylaws Committee shall be appomted annually by the President of theAssociation. A duty of this committee shall be to submit its report of any suggested

changes of the Bylaws to the Board.

•j nf i A. <. c-uuu AIU'Uu'w\,u nt^ui nil urr is.c.

ARTICLE K

Eiccurive DirectorThe West Chester University Ditector ofAhunai Relations shall serve as the ExecutiveDirector of the Association, without compensation from the Association. The ExecutiveDirector shall be a consulting (oon-votmg) member of the Board and the ExecutiveCouncil.

ARTICLE X

ChaptersSection 1. A Chapter may be authorized whenever at least ten members of theAssociation are interested ia fonping one. The bylaws of a proposed chapter must beapproved by fhic Board prior to chapter recognition. The Chapter Standards Committeeshall conduct an annual review of each chapter, and those failing to have held a businessmeeting and a special event during the year shall be accorded inactive status.

Section 2. The president of an active Chapter shall serve as a member of the Board, withall the privileges and TesponsMities of same. Inactive Chaptus shall not be representedon the Board.

Section 3. An inactive Chapter shall be restored to active status when it can show thenecessary conditions have been met.

ARTICLE XI

QuorumSection I, Twenty-five members of the Association shaU constitute a quorum for the

Annual Meeting.

Section 2. Ten members of the Board shall constitute a quorum foi Bowd Meetings.

ARTICLE XII

ProxyNo proxy votes shall be recognized,

^m-AA <_^uu l.<u.UO W^U rn_^l-tl-4l um^cI , " i ^ 9 y {

Section 2. A Finance Cocunittce, chaired by the Treasurer, shall be appointed annuallyby the President of the Association. Duties oftfaxs comminee shall be to review thebudget for the fiscal year, to oveisec the Investment Account, and to monitor allbudgetary expenditures in accordance with the current Memorandum of Understanding.

Section 3. A House and Grounds Committee shall be appointed azmiwlly by the Presidentof the Association. A duly of this committee shall be to propose a budget for the fiscalyear and to submit it to the Board for approval.

Section 4. A Nominating Committee shall be appomted aunually by the President of theAssociation and shall consist ofame members: three members of the Board and sixmembers of the Association wfao are not members of (he Board. The NominatingCommittee shall exclude those members of the Association as candidates who have beenconvicted of an offense involving dishonesty and/or moral turpitudc. The NomuiatingCommittee shall present to the Board no more than twelve and no less than six nam^s ofmembers of the Association as candidates for the office of Director. The slate ofnominees shall be published and the ballots distributed to the aJumni body by theUniversity. Only sealed ballots rcceivftd in the Office of the Director of Alumni andSpecial Events tea days prior to the Board Rcorgaaizational Meeting shall be counted.Ballots shEiU be counted by a committee of members of the Association appointed by thePresident of the Association. Sue nominees shall be elected and the remaming names ofnominees shall be placed in rank order, according to fhc vote, to fill any vacancies whichmay occur on die Board during the following year. If there are no remaiamg names ofnoroiaees ftom the most recent election, the Board of Directors shall fill the opening (s)by an election at the next regularly scheduled meeting following the resignation (s). TheDirectors shall only nominate and elect candidates from whom they have received priorconsent to run for office. Seconding speeches for each candidate shall be made. Thevoting shall be conducted by ballot, and a majority vote shall be rcquirtd for election tooffice-

Section 5. The additional standing committees, appointed axmually by the President ofthe Association, shall be: Awards (Distinguished Alunni, Semce, Eroeritus/Emerita),Chapter Standards, Programs (Alumni Day, Homecomuig, Senior Day), and Scholarship.

Section 6. Such other committees, standing or special, shall be appointed by thePresident as the Executive Council shall from time to time deem necessary to carry on the

work of the Association,

•j m ' A A. c-ui-iu A i/ - i/uvx\<u nuuiiin ui • * s.*.

ARTICLE XOI

Rules of OrderTbs Association shall be governed by the cweat edition of Sturgis1 The Standard Codeof Parliamentary PrpssteS in aU points ofonter not provided for ui these Bylaws.

ARTICLE 30V

Amendments to BylawsThe Bylaws shall be reviewed and amended, as needed, bienmally by the Board.Proposed changes in the Bylaws shall be published and distributed to the Alumni by theUniversity. These Bylaws shall be amended by a two-thirds vote at the Annual Meedngof the even numbered years.

Most receat revision: May 2, 1998

TOTfiL P.08

WEST CHESTER UNIVERSITY ALUMNI ASSOCIATIONBOARD OF DIRECTORS

2003-2004Executive Council

PresidentJoseph F. Kienle III 72, M74828 Rosary LaneWest Chester, PA 19382-5318610-608-4506 (cell)302-778-8494 (W) or 800-745-5455302-778-8497 (Fax) or [email protected]

Vice PresidentAnne Sourbeer Morris 701522 Fox Run DriveCoatesville, PA 19320-4724610-384-3805 (H)610-644-6440 (W)[email protected] OR [email protected](Joseph 74)

TreasurerC. Curtis Norcini '871450 West Chester Pike668 Summit CourtWest Chester. PA 19382610-431-0299 (H)610-647-3909(W) or 610-891-8806 (W)[email protected] OR [email protected](Cindy)

SecretaryTanya Hunter'9377 Talbot CourtMedia, PA 19063610-565-4533 (H)610-891-4201 (W)[email protected] OR [email protected]

Past PresidentCarmen Evans Gulp '52, M'647 Buck Run LaneMalvern. PA 19355-1609610-644-3284 (H)Emai!: [email protected](Lew)

10/27/2003


2003-2004

Term Expires 2003 (Held over one year)Oreste Leto '43720 Rosedale RoadPOB 788Kennett Square, PA 19348-0788610-444-5734 (H)(Betty)

Alexander Murphy 71912 Adams WayWest Chester, PA 19382-8734610-399-4406 (H)610-399-9033 or 212-245-6221 (W)[email protected](Jody)

Lynn McDowell 76734 Shropshire DriveWest Chester. PA 19382-2241610-436-7444 (H)302-892-1547 (W)[email protected]

Joseph F. Kienle 72, M74828 Rosary LaneWest Chester, PA 19382-5318610-696-5645 (H)302-778-8494 (W)302-778-8497 (Fax) or [email protected]

Arthur DJGiuseppe '621745 Yardley DriveWest Chester. PA 19380610-429-4212 (H)610-619-7454 (W)[email protected](Antoinette)

Barry Markey 71701 Willowdale LaneKennett Square, PA [email protected](Karen)

10/27/2003 2


2003-2004

Term Expires 2004

Angela Howard '96503 Mark LaneDowningtown, PA 19335610-873-6998 (H)610-436-3411 (W)[email protected]

Tanya Hunter '9377 Talbot CourtMedia. PA 19063610-565-4533 (H)610-891-4161 (W)[email protected] OR [email protected]

Judith A. Jarrett '67615 West Gay StreetWest Chester, PA 19380610-696-6564 (H)

C. Curtis Norcini '871450 West Chester Pike668 Summit CourtWest Chester. PA 19382610-431-0299 (H)610-647-3909(W) or 610-891-8806 (W)[email protected] OR [email protected](Cindy)

John Stoddart '93, 992355 Patwynn RoadWilmington, DE 19810302-529-0144 (H)484-881-4141 (W)[email protected]

Douglas Owens 79214 Arlington AvenueMilmont Park, PA 19033-3003610-532-4410 (H)[email protected](Karen)

10/27/2003


2003-2004

Term Expires 2005

Nancy Ambrosia MacMullan '51719 Midway LaneBlue Bell, PA 19422215-646-7260 (H)[email protected](Robert)

Anne Sourbeer Morris 70, M'791522 Fox Run DriveCoatesvitle, PA 19320610-384-3805 (H)610-644-6440 (W)[email protected] OR [email protected](Joseph)

Nick D. Polcini W27 E. Central AvenueApt. #E-5Paoli, PA 19301610-296-9048 (H)610-932-6640 (W)[email protected] OR [email protected]

Ann G. Riiatt '61811 South Church AvenueWest Chester, PA 19382610-436-4684 (H)[email protected]

Christopher P. Schrode '6238 Cleaver School RoadBoyertown, PA 19512610-367-9052 (H)[email protected]

(Amy)

Terry P. Weyant '54758 Country Club TrailFairfield. PA 17320-8583717-642-5582 (H)[email protected]

10/27/2003


2003-2004

Board Emeriti

Herb Lee '59, M6448 Dogwood LaneGlen Mills, PA 19342-1328610-459-5477 (H)610-436-3508 (W)[email protected](Elen)

John F. Murphy '43P.O. Box 477Longport, NJ 08403-0423609-822-4581 (H)[email protected](Marine)

President Emeriti

Janice Weir Etshied '5054 Westerly RoadCamp Hill, PA [email protected]

Karl Helicher 72, M'82, M)87959 Penn Circle, Apt. C-103King of Prussia, PA 19406610-783-0478610-265-1196 (W)610-265-3398 (FAX)[email protected]

10/27/2003


2003-2004

President Emeriti (Cont'd.)

Richard D. Merion '59, M69104CloverlyLaneWest Chester. PA 19380610-692-1760 (H)610-692-4509 (W); FAX [email protected](Jeannette)

Dr. Luther B.Sowers'4916N. Royal StreetYork. PA 17402-2337717-755-4392(Ruth)

Liaisons

Faculty LiaisonEmlyn H. Jones '63905 West Chester PikeWest Chester PA 19382-4846610-692-0593(H)610-436-2260 (W)[email protected](Linda)

ParliamentarianDr. Carolyn Keefe5 Hershey DriveWest Chester. PA 19380(610)696-3603(Frederick)

10/27/2003


2003.2004

Pennsylvania Council of AlumniAssociations (PCAA) RepresentativesJanice Weir Etshied '5054 Westerly RoadCamp Hill, PA 17011-2957717-737-5980marinaS 1 @webtv. net

Dr. Luther B. Sowers '4916 N. Royal StreetYork, PA 17402-2337717-755-4392(Ruth)

West Chester UniversityCouncil of Trustees LiaisonHon. Elinor Zimmemnan Taylor '43859 Spruce AvenueWest Chester, PA 19382610-696-8229610-436-4433 - W.C. Office/ 717-783-3737 - Harrisburg [email protected](William)

Chapter RepresentativesBlack CaucusCorinne Mike '01Arcadia University450 S. Easton RoadGlenside, PA 19038267-620-4117 (W)[email protected]

Chester CountySara Eastwick (02400 Beechwood AvenueHaddonfield, NJ 08033856-428-1680 (H)[email protected]

10/27/2003


2003-2004

DelMarVaDonald A. Lewis, Jr. [902506 WElson AvenueClaymont, DE 19703302-791-9654(H)302-792-1300 (W)[email protected]

New JerseyJ. Glenn Crawford '888 Pine Fork DriveToms River, NJ 08755609-514-6469 (W)609-927-9657(Cell)[email protected]

York CountyJames Young 71103 North Marshall StreetYork, PA 17402717-755-6300 (H)717-843-3883 x246(W)[email protected]@shs.k12.pa.us(Jane Marie)

10/27/2003


2003-2004

Dr. Mark PavlovichWCU Vice President for AdvancementWCU - Filano Hall

Carole MurrayDirector of Alumni RelationsVeterans Memorial Alumni [email protected](James)

10/27/2003

P, 03S 12B6907 S 12«<9D7

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INSURED*S COPY

Council of TrusteesWest Chester UniversityWest Chester, Pennsylvania 19383-1000

Council of TrusteesResolution2004-07 www.wcupa.edu

PROPOSED

RESOLUTION

COUNCIL OF TRUSTEES

WEST CHESTER UNIVERSITY OF PENNSYLVANIA

JANUARY 27, 2004

Certification of Compliance of the Sturzebecker Foundation with Board ofGovernor's Policy on External Financial Support

(Policy 1985-04)

NOW, IN KEEPING WITH THE BOARD OF GOVERNORS' POLICY 1985-04AND AFTER A REVIEW OF THE PERTINENT MATERIALS, THE COUNCD. OFTRUSTEES OF WEST CHESTER UNP/ERSITY OF PENNSYLVANIA FIND THATFOR THE FISCAL YEAR OF 2002-2003, THE STURZEBECKER FOUNDATION ISMEETING ITS DESIRED PURPOSES AND REQUIREMENTS AND IS INCOMPLIANCE WITH THE CONDITIONS ESTABLISHED BY THE BOARD OFGOVERNORS FOR AFFILIATED ORGANIZATIONS.

APPROVED PENDING ACTION BY THE COUNCIL OF TRUSTEES

[adeleine Wing Adlpr^P^sident_4^Dat^

APPROVED BY VOTE OF THE COUNCIL OF TRUSTEES

.UUL.

Carol Aichele, Chairperson

Council ofTmstees

Date

1/9/2004cot/Resolution,Sturz.Cert.Comp.l.27.04

West Chester University of Pennsylvania is a member of the State System of Higher Education

Office of the Vice President for AdvancementFilano Hall 101 610-436-3303West Chester University fax: 610-436-2606West Chester, Pennsylvania 19383-7000 www.wcupa.edu

MEMORANDUM OF CERTIFICATION

TO: The Council of Trustees

FROM: Mark G. Pavlovich, Vice President for Advancement

RE: Certification of The Sturzebecker Foundation

DATE: January 13, 2004

I am pleased to certify that The Sturzebecker Foundation is in compliance with

the Board of Governor's Policy on External Financial Support (Policy 1985-04). TheFoundation meets all of the following criteria:

1) An annual statement summarizing University support for and contributions

from The Sturzebecker Foundation has been prepared for the year ending June

30, 2003 (copy attached).

2) A Memorandum of Understanding signed by The Sturzebecker Foundation,University, and legal counsel is in place (copy attached).

3) An annual audit has been performed and the results will be available forreview by the Council ofTmstees at the meeting.

4) Articles of Incorporation and Bylaws are presented to the Council ofTmstees

(copy attached).

5) A current list ofSturzebecker Foundation Tmstees and Officers is available to

the Council ofTmstees (copy attached).

6) Proof of Insurance is presented to the Council of Trustees (copy attached).

mgp

certification.sturzfound.l.27.04.doc


I WestI ChesterI UniversitylitBisISB

Office of the Vice Presidentfor Administrative and Fiscal AffairsPhilips Building - Room 202West Chester UniversityWest Chester, Pennsylvania 19383-3000

610-436-2731fax: 610-738.0314

www.wcupa.edu

Annual Summary Report of Direct University Support Toand Contributions Made By The Sturzebecker Foundation

For the Year Ending June 30,2003

Direct University support to The SturzebeckerFoundation $ -0-

Contributions made to or benefitingWest Chester University of Pennsylvania

In-Kind Gift

$ 300

Prepared by the Vice President for Administrative and Fiscal AffairsWest Chester University of Pennsylvania

w-/7 ^f^4^L

ark P. Mixner///^

6ate


}

UC 02-002

MEMORANDUM OF UNDERSTANDJtNGBETWEEN

WEST CHESTER UNIVERSrTY OF PKNNS?YLVANIAAND

THE SWRZEBECKER FOUNDATlfON

By this Memortndum ofUnderstandbg (heremafler "MO|U"), West ChesterUniversity ofPennaylvania af the State System of Higher Educaôn (hereinafter"University") will affiliate with The Sturacbectcer foundation (h<(reinftfter "Foundation"), aprivate 501 (c)(3) nonprofit organization whi<ih exists to dmlopjand manage independentsources of financial support solely for tfae benefit of the Uaiversij

Provision for the MOU is provided within Policy 1985"0^ of the Board of Governorsof the State System of Higher Education, Commonwealth of Pecjnsylvaxua.

' f .

The Foundation was founded in 1997 and has ffupportfld pic University of its pxograxnscontinuously dincc that time. The purposes of the Foundation ai|c stated in the followingparagraphs;

I. The corporation is formed exclusively for chariiablej educational, and/or scientificpuipoaea within the meaning of §7311 of the Pemisy|lvania Nonptofit CorporationLaw and §501(c)(3) of the Ijatemai Revenue Code of 1954, as amended (the"Code").

2. &t fiutfaerance of its exclusive charitable, educatioi'(he Foundation shall promote Ae mterests of&e Urotherwise iinuting its powers, perform the jfollo^mi

1, and/or scientific purposes,iversity and shall, without

Solicit amd receive fwda and any other property or interests in property by gift,grant, bequest, devise, bargain, purchase, or similar transaction, and to hold,administor» invest, and disburse sucb fimds and (iropcrty, and such mcoaie asmay be generated through the investment of sucjh funds and property,exclusively for the benefit of the Univwsity.

b. Accept don&tions to further, improve, and advEUniversity.

ice the interests of the

c. Receive contributioos firom whatever sources, Whether unrestricted or fordesignated puxposes and hold the same for suc^ designated purposes, orsubject to any conditions specified in the tennôfthe gift or grant

d. Engage in and do any a&d all acts and engage iî aU lawful business whicb anonprofit corporation may do consistent with ^ m furtherance of the purposesset fonb above.

ti^

The University will recognize the Toundation as an affiliipermit the FoundatiQn to ttse the name of the University iu connclisted above. The same to be used by the Foundation in connectb<s l'The Sturzebecker Poundatioo of West Chester University."

Pursuant to Board of Governors Policy 19^5-04, the Fou<University with an annual report summarizing contributions, asinfpnnation:

1. Articles of incorporation and bylaws; following initidjlnecessary to submit additional copies in the event thfljlother change is made to the original documents

2. Annual external financial audit.

3. Certification of liability insurance.

4. A listing of the Board of Directors.

^ted organization and williction with the activitieson with these activities will

dation will provide the'ell as the following

submission, it is onlya revision, amendment, or

The Foundatiojn shall carry directors and officers liabilitjAe amount of S I ,000,000.

The Foundation agrees to indemnify and hold harmlessall damages, awards, judgements, liens or other remedies orof negligent acts or omissions of the Foundation arising from arjd/orexecution and pcrifonnance of this MOU. The University agre^harmless the Foundation from any and all dama^efit awards, ju^sremedies or encumbrances incurred as a result of negligent acts)arising from aad/or resulting fiom the execution andpcrtbrman^

All fond raising activities conducted by the Sturzcbeckcj:

^ insurance at its expense in

tfie University from any andenctobrances incurred as a result

resulting from theto indemnify and hold

ju<l|gementa, liens or other|or omissions of the UniversityEicofthisMOU.

Foundation must be endorsedby the Vice President for Advancement of West Chester Univeijsisy ofPtennsylvama or lus/liwdcaigncc.

All contributions from the Foundation to the UmvtTsity |through the Office of Development at West Chester Umveraity |&fPennsy(

The fund raising goals and activities of the Foundation ^hall benefit the Schoiol ofHealth Sciences of West Chester University ofPcimsyIvauia or) its successor.

ior its students must be madefvania.

The Dean of the School of Health Sciences oftfae University shallUniversity liaison to the Board of die Foundation, No voting (4emb<Board may be employees of the University.

Page 2

www,(f-JtWM

serve as theera of the Foundation

w-?.?t^ly

The initial term of this MOU will be firom September 25Juce 30.2003. The ending date will establish the annual "aas that same month and day during aucceedicg years.the MOU will automatically renew and continue in'anniversary date to axmiveraary date, Notwithstanding the forgeFoundation may terminate this MOU for any reason with sixty (notice.

2002, to the ending date of'anniversary date" which is defined

If not otherwise modified in writing*effect for additional one year periods from

forgo|ing, the University and thesixty (|50) days advance written

West Chester Universityof PennsylvaniaThe State System of Higher Education

The Sturzcbeckcr Foundation

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State System (>f Higher Education0<&cc of the Chancellor

APPROVED AS TO FORM AND LEGAUTY

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/tfeiêre^ Legal Couosel

yc ^/Ôffice of Attorney GeneralComxnonwcaltb ofPonnsylvaflia

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OF CONTRACT

Council of TrusteesWut Cheiter UftivanEtyWfcit Chester, Pcniuylvanta 19383-1000

Council o1Rosolutloh2002-20

RESOLUTION

tOUNCIL OF TRUSTEES ]

WEST CHTCSTER UNIVERSITY OF PENNSYLVANIA

SEPTEMBER 25,2002

THE STITOEBECKER FOUNDAfHONMEMORANDUM OF IMDERSYA?ING

BE IT RJESOLVED THAT THE COUNCIL OF TRUSTEES OF WEST CHESTERUNIVERSITY OF PENNSYLVANIA HEREBY APPRO[VES THEMEMORANDUM OF UNDERSTANDING BY AND BE|TWEENSTTOZEBECKjER FOUNBATION AND WEST CHESHPENNS-MLVANXA.

APPROVED PENDENG ACTION BY THE COpN<;XL 0F TRUSTEES

1.Madeleine Wing Adl

APPROVED PEN&CW VOTE OF THE COUNCIL OF fTRUSTEES

&^a^* /etcCarol Atcfaele, ChairpersonCouncil of Trustees

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Wfst Chester UniMrsity ofPnaw/luaniy u 9 rwmtfer ofthv $tat« System ofHWm EducaHwi

Trustees

www.wcupi.edy

PROPOSED

I THETOVNIVERSITVOF

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Date

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PENNSYLVANIA DEPARTMENT OF STATECORPORATION BUREAU

ROOM 308 NORTH OFFICE BUILDINGP.O. BOX 8722

HARRISBURG, PA 17105-8722

221

STUR2EBECKEJR FOUNDATION THE

THE CORPORATION BUREAU IS HAPPY TO SEND YOU YOUR FILED DOCUMENT.PLEASE NOTE THE ?ILB DATE AND THE SIGNATURB OF THE SECRETARY OF THECOMMONWEALTH. THE CORPORATXON BUREAU IS HERE TO SERVE YOU AND WANTSTO THANK YOU FOR DOING BUSINESS IN PENNSYLVAJSTIA. IF YOU HAVE ANYQUESTIONS PERTAINING TO THE CORPORATION BUREAU/ CALL (717) 787-1057.

ENTITIES THAT ARE CHARITIES AM) SOLICIT FUNDS SHOULD CONTACT THEBUREAU OF CHARITABLE ORGANIZATIONS FOR REGISTRATION REQUIREMENTS ATDEPARTMENT OF STATE/ BUREAU OF CHARITABLE ORGANIZATIONS, SUITE 300124 PINE STREET, HARRISBURG, PENNSYLVANIA 17101 (717) 783-1720 OR1-800-732-0999 WITHIN PENNSYLVANIA.

ENTITY NUMBER: 2781788

MICROFILM NUMBER: 09854

1713-1715

JAMIE W GONCHAROFF ESQ14 N CHURCH STWEST CHESTER PA 19380

iinrn B*l-s. ?

Microfilm Number Filed wijfl the Department pXState on.A S3 -<-'lt-t(

Entity Number ^.-/ g" / 7S^ {^jf^Secrcft&ry of the Commonwealth

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ARTICLES OF AMENDMENT-DOMESTIC NONPROFIT CORPORATIONDSCB:15-5915CRev90)

In compliance with the requirements of 15 Pa.C.8. § 5915 (relating to articles of amendment), theundersigned nonprofit corporation, desiring to amend its articles, hereby states that:

1. The name of the corporation is:

The Sturzebecker Foundation

2. The (a) address of this corporation's current registered o£f5ce in this Commonwealth or (b) nameof its commercial registered office provider and the county of venue is (the Department is herebyauthorized to correct the following information to conform to the records of the Department);

(a) 9 North High Street, P.O. Box 3015, West Chester, PA 19381Number and Street City State Zip

(b) c/o:Name of Commercial Registered Office Provider

ChesterCounty

County

3.

4.

5.

Date

PAH^OFSTATF

For a corporation represented by a commercial registered office provider, the county in (b)shall be deemed the county in which the corporation is located for venue and officialpublication purposes.

The statute by or under which it was incorporated is:

Nonprofit Corporation Law of 1988

The date of its incorporation is:

October 27,1997

(Check, and if appropriate complete, one of the foUowing):

X The amendment shall be effective upon filing these Articles of Amendment in theDepartment of^tate.The amendmofll shall be effective on:

Hour

JUL 2 0 1998

«f S }

6. (Check one of the following):

The amendment was adopted by the members (or shareholders) pursuant to 15Pa.C.S. § 5914(a).

X The amendment was adopted by the incorporator.

7. (Check, and if appropriate complete, one of the following):

The amendment adopted by the corporation, set forth m full, is as follows:

X The amendment adopted by the corporation is set forth in full in Exhibit A attachedhereto and made a part hereof.

8. (Check, if the amendment restates the Articles):

The restated Articles of Incorporation supersede the original Articles and allamendments thereto.

DST TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendmentto be signed by a duly authorized incorporator thereof this 16th day of July, 1998 .

Sturzebecker Foundation

Stepfcea J. M^(^iIncorporator

m'u

EXHIBIT A

ARTICLES OF AMENDMENT FOR THE STURZEBECKER FOUNDATION

Paragraph 3 of the original Articles of Incorporation is hereby superceded andreplaced by the following:

The corporation is incorporated under the Nonprofit Corporation of Law of 1988.Said corporation is organized exclusively for charitable and educational purposes asauthorized under section 501(c)(3) of the Internal Revenue Code, which purposes includethe awarding of scholarships to students attending West Chester University, a PennsylvaniaState University, and the recognition ofmdividuals for distmguished achievement who areassociated with West Chester University.

No part of the net earnings of the corporation shall inure to the benefit of, or bedistributable to its members, trustees, officers, or other private persons, except that thecorporation shall be authorized and empowered to pay reasonable compensation for services

rendered and to make payments and distributions in furtherance of the purposes set forth inArticle Third hereof. No substantial part of the activities of the corporation shall be thecarrying on of propaganda, or otherwise attempting to influence legislation, and the

corporation shall not participate in, or intervene m (including the publishing or distributionof statements) any political campaign on behalf of or In opposition to any candidate forpublic office. Notwithstanding any other provision of these articles, the corporation shallnot carry on any other activities not permitted to be carried on (a) by a corporation exemptfrom federal mcome tax under section 501(c)(3) of the Internal Revenue Code, or thecorresponding section of any future federal tax code, or (b) by a corporation, contributions

to which are deductible under section 170(c)(2) of the Internal Revenue Code, or thecorresponding section of any future federal tax code.

Upon the dissolution of the corporation, assets shall be distributed for one or moreexempt purposes within the meaning of section 50l(c)(3) of the Internal Revenue Code, orthe corresponding section of any future federal tax code, or shall be distributed to the federal

government, or to a state or local government, for a public purpose. Any such assets not sodisposed of shall be disposed of by a Court of Competent Jurisdiction of the county in whichthe principal office of the corporation is then located, exclusively for such purposes or tosuch organization or organizations, as said Court shall determine, which are organized and

operated exclusively for such purposes.

Q77^ '^m /) :;CT ^ ? ?o's;Mic'-ofilm Number__{J_ f / »J<JUi Filed with the Deoi6rAnent of State on

Entity Number,

Secretary of the Commonwealth

^t_ARTICLES OF INCORPORATION-DOMEST1C NONPROFIT CORPORATION

DSCB:15-530a(Rw90»

tn campfiance with the requirements of 15 Pa.C.S. S 5306 (relating to arcides of incorporation), the undersigned, desiringto incorporate a nonprofit corporation, hereby state(s) that:

1. The name of the corporation is: The Sturzebecker Foundabion

2. The (a) address of this corporation's initial registered office in this Commonwealth or (b) name of its commercial registeredoffice provider and the county of venue is:

(a) 9 Norbh High Sfcreeb, PO Box 3015, West Chester, P\ 19381- Chester

Number and Street City State Zip County

(b) c/o:Name of Commercial Registered Office Provider County

For a corporation represented by a commercial registarad office provider, the county in (b) shall be deemed the county in which thecorporation is located for venue and official publication purposes.

3 "rhe corporation is incorporated under^the Nonprofit Cprporation Law of ISSS^fo.r the fgttowi^gjp^rpose or purposies:"award scholarships.bo.sbudenbs abbencUrig West^Chester Uniyersiby [WTCU? ^bo r^cdgnizeJividuals associated wibb WCU for disfcinguisheB achievamenb, and'all lawful purposes for

which corporafcions may be incorporacea unaer tne Non-protic uorporacion uaw of 1988.

4. The corporation does not contemplate pecuniary gain or profit, incidental or otherwise.

5. The corporation is organized upon a nonstock basis.

6. (Strike out if inapplicable): The corporation shall have no members.

7. (Strike out if inapplicable):

}QQS^S£S5^_

8. The name and address, including street and number, tf any, of each incorporator is:

Name Address

Sbeohen J. McGann _9 Norbh High Sbreeb/ PO Box 3015, West Chesber, P^ 19381

9, The specified effective date, if any, is:

month day year hour, if any

10. j^ditional provisions of the articles, if any, attach an 8 1/2 x 11 sheet.

PADEPTOFSTATE

OCT 2 7 1997

The Sturzebecker Foundation

Bylaws

ARTICLE 1 - OFFJCES

1. The registered office of the Corporation shall be at The First National Bankof West Chester, 9 North High Street, P.O. Box 3105, West Chester, PA 19381.

2. The Corporation may also have offices at such other locations as the Boardof Trustees may from time to time appoint or the activities of the Corporation mayrequire.

ARTICLE II - SEAL

1. The Corporate seal shall have inscribed thereon "The SturzebeckerFoundation, 1997, Not for Profit, Commonwealth of Pennsylvania".

ARTICLE!!! -TRUSTEES

1. The business of this Corporation shall be managed by its Board of Trustees,not more than twenty-four in number, who shall be natural persons of full age and whoneed not be residents of this Commonwealth. Three of the Trustees shall be thoseindividuals who hold the West Chester University positions of the Dean of School ofHealth Sciences, the Director of Alumni Relations, and the Chair of the ScholarshipCommittee, and these three trustees will be non-voting trustees. Each Trustee shallserve until his or her successor has been elected and duly qualified in accordancewith these Bylaws. Vacancies shall be filled as set forth in ARTICLE V.

2. Upon the expiration of the initial term of each Trustee as set forth in theStatement of Incorporator, Trustees will be elected to serve three year terms, it beingthe intent of the Bylaws to have approximately one-third of the Board of Trusteeselected each year. Notwithstanding the foregoing, the two individuals who are Trusteesby virtue of their position as Dean of School of Health Sciences and Director of Alumniand Special Events, may serve as Trustee so long as they hold those positions.

3. In addition to the powers and authorities by these Bylaws expressly conferredupon the Trustees, the Board of Trustees may exercise all such powers of theCorporation and do all such lawful acts and things as are authorized by statute, theArticles of Incorporation, and these Bylaws.

1 Revised: 6/18/02

4. Meetings of the Board of Trustees shall be held at The First National Bank ofWest Chester, 9 North High Street, West Chester, Chester County, PA, or at suchother place or places, either within or without the Commonwealth of Pennsylvania, asmay from time to time be selected by the President.

5. The Annual meeting of the Board of Trustees shall be held in January of eachyear when Trustees and Officers shall be elected and such other businesstransacted. Unless the President selects another date for the annual meeting andcauses at least ten days notice thereof to be given to each Trustee, the meeting shallbe held at 10:00 a.m. on the third Thursday of January in each year if not a legalholiday, and if a legal holiday, then on the next full business day following at 10:00 a.m.

6. Special meetings of the Board of Trustees may be called at any time by thePresident, or by any three Trustees of the Corporation. At any time, upon writtenrequest of any person(s) entitled to call a special meeting, it shall be the duty of theSecretary to call a special meeting of the Board of Trustees to be held at such timeat the Secretary may fix, not !ess than ten nor more than sixty days after the receiptof the request. If the Secretary shall neglect or refuse to issue such call, the

person or persons making the request may do so. Business transacted at at! specialmeetings shall be confined to the objects stated in the call and matters germanethereto.

7. Written notice of every meeting of the Board of Trustees, stating the time,place, and object thereof, shall be given by or at the direction of the personauthorized to call the meeting, to each Trustee entitled to vote at the meeting, atleast ten (10) days prior to the day named for the meeting, unless a greater periodof notice is required by statute in a particular case. When a meeting is adjourned,it shall not be necessary to give any notice of the adjourned meeting, or of thebusiness to be transacted at an adjourned meeting, other than by announcement atthe meeting at which such adjournment is taken.

»

8> A Board of Trustees meeting duly called shall not be organized for thetransaction of business unless a quorum is present. The presence in person of amajority of Trustees shall constitute a quorum at all meetings for the transaction ofbusiness except as may be otherwise provided by law or by the Articles ofIncorporation. The Trustees present at a duly organized meeting can continue to dobusiness until adjournment, notwithstanding the withdrawal of enough Trustees toleave less than a quorum. If a meeting cannot be organized because a quorum hasnot attended, those present may, except as otherwise provided by statute, adjournthe meeting to such time and place as they may determine, but in the case of anymeeting called for the election of Trustees, those who attend the second of suchadjourned meetings, although less than a quorum, shall nevertheless constitute aquorum for the purpose of electing Trustees.

Revised: 6/18/02

9. Except as otherwise provided in the Articles of Incorporation, any action whichmay be taken at a meeting of Trustees may be taken without a meeting if a consent orconsents in writing, setting forth the action so taken, shall be signed by a majority ofall Trustees who would be entitled to vote at a meeting for such purpose. The consentsshall be filed with the Secretary of the Corporation and the action taken by consentshall be deemed a valid Corporate action,

10. Every Trustee of the Corporation shall be entitled to one vote. In all electionsfor Trustees, each Trustee shall have the right to multiply the number of votes to whichhe may be entitled by the total number of Trustees to be elected, and he may cast thewhole number of his votes for one candidate or distribute them upon two or morecandidates, as he may prefer. The candidates receiving the highest number of votesup to the number of Trustees to be elected sh.atl be elected. No Trustee shall sell hisvote for money or anything of value. Upon request of a Trustee, the books or recordsof the Corporation shall be produced at any general or special meeting of theCorporation. If at any meeting the right of a person to vote is challenged, the presidingofficer shall require such books or records to be produced as evidence of the right ofthe person challenged to vote, and all persons who appear by such books or recordsto be Trustees may vote. The right of a Trustee to vote, and his right and interest inthe Corporation shall cease upon the termination of his service as a Trustee.

11 . While all members of the Board of Trustees are encouraged to attend allmeetings of Trustees, each Trustee shall not be absent from more than one-half of themeetings in a calendar year. In the event a Trustee shall be absent from more thanone-hatf of the meetings in a calendar year, the Board of Trustees shall have theauthority, but not the obligation, to terminate that Trustee from the Board of Trustees,in which case the Board of Trustees may choose a successor who shall hold office forthe remaining period of the unexpired term of the terminated Trustee.

ARTICLE IV-OFFICERS

1. The executive officers of the Corporation shall be elected by the Board ofTrustees and shall be a President, Vice-President, Secretary and Treasurer, andsuch other officers and assistant officers as the needs of the Corporation mayrequire. The President and Secretary shall be natural persons of full age; theTreasurer, however, may be a Corporation, but if a natural person, shall be of fullage. They shall hold their offices for such duties as shall from time to time beprescribed by the Board of Trustees. Any two or more offices may be held by thesame person, except the offices of President and Secretary. All officers shall beTrustees. The Board of Trustees may secure the fidelity of any or all such officersby bond or otherwise. The Officers shall hold their office for one year terms, andeach officer may be reelected for additional terms.

Revised: 6/18/02

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