RESOLUTION OF THE PHILADELPHIA BAR ASSOCIATION AUTHORIZING THE FORMATION OF THE PHILADELPHIA BAR ASSOCIATION HISTORICAL SOCIETY

WHEREAS, The Philadelphia Bar Association is the nation’s oldest association of lawyers, having been chartered in 1802 and having existed without a charter for decades earlier; and

WHEREAS, the Association enjoys a rich history of accomplishments and involvement from the founding of and throughout the nation’s history; and

WHEREAS, the members of this legal community have contributed to this rich history; and

WHEREAS, it is in the interest of the Association’s members, the Association and the Philadelphia community to preserve the history and accomplishments of the Association and its members and to memorialize the role that the Association and its members have played in the history of Philadelphia, the Commonwealth of Pennsylvania and the United States; and

WHEREAS, on January 28, 2010, the Board of Governors authorized the creation of a Philadelphia Bar Association Historical Society for the purpose of collating, organizing, preserving and disseminating the great history of this Association and its members and the role the Association and its members have played in the history of Philadelphia, the Commonwealth of Pennsylvania and the United States; and

WHEREAS, the Chancellor and individuals appointed by the Chancellor have recommended that a Philadelphia Bar Association Historical Society be organized as a separate Pennsylvania nonprofit corporation that will operate exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, BE IT RESOLVED, that the Board of Governors authorizes the incorporation of a Pennsylvania nonprofit corporation, which nonprofit corporation shall be known as the “Philadelphia Bar Association Historical Society (the “Historical Society”).

AND BE IT FURTHER RESOLVED, that the Historical Society be organized for the purpose of collating, organizing, preserving and disseminating the great history of this Association and its members and the role the Association and its members have played in the history of Philadelphia, the Commonwealth of Pennsylvania and the United States and that the Historical Society operate exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Code.

AND BE IT FURTHER RESOLVED, that in furtherance of such purposes, the Historical Society shall be the historical repository for the Philadelphia, Pennsylvania legal community and shall discover, record and preserve the history of the Philadelphia legal community.

AND BE IT FURTHER RESOLVED that the Board of Governors authorizes the Historical Society to apply for recognition as being exempt from Federal taxation pursuant to Section 501(c)(3) of the Code.

AND BE IT FURTHER RESOLVED, that the Historical Society be organized and operate substantially as provided in the attached “Outline of Governance of the Philadelphia Bar Association Historical Society.”

AND BE IT FURTHER RESOLVED, that the Board of Governors approves the appointment of the initial officers of the Historical Society and members of its Board of Directors, as listed in the attached “Outline of Governance of the Philadelphia Bar Association Historical Society.”

AND BE IT FURTHER RESOLVED, that the Association provide staff and other support to assist in the organization and operation of the Historical Society, consistent with the budget and/or other allocations approved by the Board of Governors.

AND BE IT FURTHER RESOLVED, that the Chancellor, and such other member or members of the Association as the Chancellor shall choose, shall sign and file the articles of incorporation of the Historical Society and that the Chancellor, the other officers and the Executive Director are each hereby authorized and directed to take any and all such further action, and to execute and deliver any and all such instruments and documents, and to pay all costs and expenses, as shall be necessary or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions, and any and all actions taken heretofore and hereafter to carry out such intent and accomplish such purposes are hereby approved, ratified and confirmed in all respects.

PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED: December 21, 2010

Outline of Governance of the Philadelphia Bar Association Historical Society

  1. The Philadelphia Bar Association Historical Society (the “Historical Society”) shall be organized as a separate Pennsylvania nonprofit corporation that will operate exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
  2. The Historical Society shall be organized for the purpose of collating, organizing, preserving and disseminating the great history of the Philadelphia Bar Association and its members and the role the Association and its members have played in the history of Philadelphia, the Commonwealth of Pennsylvania and the United States and that the Historical Society operate exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Code. In furtherance of such purposes, the Historical Society shall be the historical repository for the Philadelphia, Pennsylvania legal community and shall discover, record and preserve the history of the Philadelphia legal community.
  3. The Historical Society shall not have members.
  4. Except as provided in the transition provisions in Section 6, the Historical Society shall be governed by a Board of Directors (the “Board of Directors”), which shall be comprised of the following:
    1. Voting Members of the Board of Directors: The following shall be the voting members of the Historical Society’s Board of Directors:
      1. The current Chancellor (the “Chancellor”), Chancellor-Elect (the “Chancellor-Elect”) and Vice Chancellor (the “Vice Chancellor”) of the Philadelphia Bar Association.
      2. The Immediate Past Chancellor of the Philadelphia Bar Association.
      3. Three (3) Board members shall be appointed each year by the then current Chancellor, with the approval of the Board of Governors of the Philadelphia Bar Association (the “Board of Governors”). Each individual so appointed shall serve for a three (3) year term. Ordinarily, the three (3) Board Members appointed each year by the Chancellor shall be members of the Philadelphia Bar Association. Vacancies among the nine (9) appointed Board members shall be filled by appointed by the Chancellor with approval of the Board of Governors, to fill the unexpired term of that member.
      4. A representative of the Young Lawyers Division of the Philadelphia Bar Association (“Young Lawyers Division”), appointed annually by the Executive Committee of the Young Lawyers Division. A vacancy in this position shall be filled by the Executive Committee of the Young Lawyers Division.
      5. A judge of the Court of Common Pleas of Pennsylvania’s First Judicial District, appointed by the Chancellor for a one year term.
      6. The Historian of the Historical Society.
      7. The Executive Director of the Philadelphia Bar Association.
    2. Non-Voting Members
      1. The following shall be non-voting members of the Historical Society’s Board of Directors:
        1. Former Chancellors of the Philadelphia Bar Association.
        2. Former Executive Directors of the Philadelphia Bar Association.
        3. Former Presidents of the Historical Society.
      2. Non-voting members of the Board of Directors shall have the right to attend meetings of the Board of Directors, but shall not be counted toward a quorum necessary for the conduct of a meeting and may not vote on matters that come before the Board of Directors.
  5. Officers. Except as provided in the transition provisions in Section 6 with respect to the Historical Society’s initial officers, the Historical Society shall have the following officers:
    1. President. The President shall be appointed each year by the Chancellor from among the voting members of the Board of Directors. The President shall also serve as the Chair of the Board of Directors.
    2. Vice President. The Vice President shall be appointed each by the Chancellor year from among the voting members of the Board of Directors. The Vice President shall serve as Chair of the Board of Directors in the absence of the President.
    3. Secretary. The Board of Directors shall appoint the Secretary from among the members of the Board of Directors.
    4. Treasurer. The Board of Directors shall appoint the Treasurer from among the members of the Board of Directors.
    5. Historian. The Historian shall be appointed each year by the Board of Directors, with the approval of the Board of Governors. The Historian shall serve until his or her successor is chosen and assumes office.
    6. Vacancies in offices shall be filled by the person or group that made the initial appointment for the remainder of the current term.
  6. Transition provisions: Initial members of the Board of Directors and officers of the Historical Society:
    1. Rudolph Garcia, Esq., in his capacity of as Chancellor of the Philadelphia Bar Association for a term expiring on December 31, 2011.
    2. John Savoth, Esq., in his capacity as Chancellor-Elect of the Philadelphia Bar Association for a term expiring on December 31, 2011.
    3. Kathleen D. Wilkinson, Esq., in her capacity as Vice Chancellor of the Philadelphia Bar Association for a term expiring on December 31, 2011.
    4. Scott Cooper, Esq., in his capacity as the Immediate Past Chancellor of the Philadelphia Bar Association for a term expiring on December 31, 2011.
    5. The following three individuals appointed (with the approval of the Board of Governors) by 2010 Chancellor-Elect Rudolph Garcia, Esq.: Scott F. Cooper, Albert S. Dandridge, III and William P. Fedullo each of whom shall serve for 3 year terms beginning on January 1, 2011.
    6. The following three individuals appointed (with the approval of the Board of Governors) by John Savoth, Esq., 2010 Vice Chancellor: Robert C. Heim, Roberta D. Liebenberg and (one individual to be named in the future with the approval of the Board of Governors), each of whom shall serve for a term beginning on January 1, 2011 and expiring on December 31, 2011.
    7. The following three individuals appointed (with the approval of the Board of Governors) by Kathleen D. Wilkinson, who will be Vice Chancellor in 2011 of the Philadelphia Bar Association: Catherine C. Carr, Rochelle M. Fedullo and Tsiwen M. Law, each of whom shall serve for a term of 2 years beginning on January 1, 2011.
    8. A representative of the Young Lawyers Division of the Philadelphia Bar Association chosen by the Executive Committee of the Division, who shall serve for a term beginning on January 1, 2011 and expiring on December 31, 2011.
    9. A Judge of the Court of Common Pleas of the First Judicial District of Pennsylvania, to be named by 2011 Chancellor Rudolph Garcia, Esq. in the future with the approval of the Board of Governors, who shall serve for a term beginning on January 1, 2011 and expiring on December 31, 2011.
    10. Gerard J. St. John, who shall be Historian of the Historical Society and who shall serve for a term beginning on January 1, 2011 and expiring on December 31, 2011, and until his successor is chosen and assumes office.
    11. The Executive Director of the Philadelphia Bar Association.
  7. Executive Director of the Historical Society.
    1. The current Executive Director of the Philadelphia Bar Association, or a former Executive Director of the Philadelphia Bar Association, as selected by the Board of Directors, shall serve as the Executive Director of the Historical Society.
  8. Amendments to Articles or Bylaws or Fundamental Changes.
    1. The Board of Directors may amend the Historical Society’s Articles of Incorporation and/or Bylaws only with the approval of the Board of Governors.
    2. The Historical Society shall not agree to merge, consolidate, divide, dissolve, transfer all or a significant portion of its assets, or purchase or lease real property without the approval of the Board of Governors.