Bylaws

ARTICLE I General

Section 1. Principal Office

The principal office of Port Authority of Allegheny County (“Authority”) shall be at Heinz 57 Center, 345 Sixth Avenue, Pittsburgh, Pennsylvania, 15222-2527, or at any other place which may hereafter be selected by the Board of the Authority.

Section 2. Seal

The Authority shall have a common seal which shall contain the words "Port Authority of Allegheny County" or abbreviations thereof in a circle within which the word "seal" shall be contained. The seal or a facsimile thereof may be impressed on, affixed to or otherwise reproduced on any document, instrument, contract, bond or other writing.

Section 3. Fiscal Year

The fiscal year of the Authority shall commence on July 1 and end on June 30 of the following year.

ARTICLE II Board

Section 1. General Powers

Subject to the provisions of the Second Class County Port Authority Act, as amended, 55 P.S. § 551, et seq. (the "Act"), the business and property of the Authority shall be directed and managed, and its powers exercised, by a governing body acting as a Board. The Board may delegate to one or more of its agents or employees such of its powers as it shall deem necessary to carry out the purposes of the Authority and the Act, subject to the supervision and control of the Board.

Section 2. Number, Selection and Qualifications

The number of members of the Board shall be no more than eleven (11) members. The members shall be appointed as follows:
(a) One member appointed by the Governor of the Commonwealth of Pennsylvania.  
(b) Four members appointed by officers of the General Assembly of the Commonwealth of Pennsylvania which appointments shall be made as follows:
(i) One member shall be appointed by the President Pro Tempore of the Senate.  
(ii) One member shall be appointed by the Minority Leader of the Senate.  

(iii) One member shall be appointed by the Speaker of the House of Representatives.  
(iv) One member shall be appointed by the Minority Leader of the House of Representatives.  
(c) Six members appointed by the County Executive of Allegheny County (“County Executive”). Two of such members shall be appointed by the County Executive from recommendations by the Allegheny Conference, the Southwest Pennsylvania Commission, the Councils of Government with constituent members in Allegheny County and the Committee for Accessible Transportation, which appointments shall be subject to confirmation by a majority vote of the members of the Allegheny County Council (“County Council”).
Except for the member appointed by the Governor, who shall be a resident of the Commonwealth of Pennsylvania, each member of the Board shall be a resident of Allegheny County and shall have expertise or substantial expertise in budgeting, finance, economic development, transportation or mass transit operations.

Section 3. Terms

Except as otherwise set forth in the Act regarding the initial terms of certain members, the terms of all members appointed to the Board shall be for a period of four (4) years and/or until their successors have been appointed. Members may succeed themselves. No member shall serve more than three (3) consecutive terms.

Section 4. Removal

A member may be removed for cause by the Court of Common Pleas of Allegheny County after having been provided with a copy of the charges against the member for at least ten (10) days and a full hearing by the Court.

Section 5. Vacancies

If a vacancy occurs on the Board by reason of death, resignation or removal of a member thereof, the designated authority which originally appointed the member, as set forth in Section 2 of this Article, shall appoint a successor to fill the member's unexpired term.
Section 6. Compensation of Board Members
Members of the Board shall not receive compensation for their services, but shall be entitled to payment for necessary expenses, including traveling expenses, incurred in the performance of their duties.

Section 7. Annual Meeting

The annual meeting of the Authority for the election of officers shall be held at the principal office of the Authority immediately prior to the regular Board meeting in January, unless changed by the consent of at least seven (7) members of the Board, as set forth in Section 12 of this Article, at which time the Board shall elect a Chairperson, Vice Chairperson, Secretary, Treasurer, and appoint such Assistant Secretaries and Assistant Treasurers as may be necessary.

Section 8. Regular Meetings

Regular meetings of the Board will be held at the principal office of the Authority according to a schedule established by the Board at the last regular meeting held in each calendar year.

Section 9. Special Meetings

Special meetings of the Board may be called by the Chairperson or by any six members of the Board.

Section 10. Executive Sessions

Executive sessions may be held during an open meeting, at the conclusion of an open meeting, or may be announced for a future time. The reason for holding the executive session shall be announced at the open meeting occurring immediately prior or subsequent to the executive session.

Section 11. Quorum

Six (6) members of the Board shall constitute a quorum.

Section 12. Board Decisions

The consent (vote) of at least seven (7) members of the Board present at a meeting at which a quorum is present shall be necessary to take action on behalf of the Authority.

Section 13. Tabling

(a) Any action to be taken by the Board will be tabled upon motion and the consent of at least seven (7) members of the Board present at a meeting.
(b) Upon motion and seconded by the two (2) members of the Board who are appointed by officers of the General Assembly, as set forth in Section 2(b) of this Article, who are not of the same political party affiliation as the County Executive, action on the following matters will be tabled:
(1) adopting By-Laws;  
(2) appointing a Chief Executive Officer for the Authority;  
(3) authorizing bonds, other borrowing and leases; and  
(4) approving contracts which will entail expenditures in excess of five million dollars ($5,000,000).  

Section 14. Notice of Regular and Special Meetings and Executive Sessions

Public notice of the schedule of regular meetings shall be given once for each calendar year and shall show the regular dates and times for meetings and the place at which meetings are held. Public notice shall also be given of each rescheduled regular or special meeting. Public notice shall be given by publishing notice once in at least two newspapers of general circulation in Allegheny County and by posting a copy of the notice on the website of the Authority. Public notice, including advertising as aforesaid, shall be given at least three days prior to the time of the first regularly scheduled meeting of each calendar year in the case of regular meetings, or at least 48 hours prior to the time of the meeting in the case of special or rescheduled regular meetings.

Written notice of all special meetings shall be given to all Board members at least 48 hours in advance, and the notice shall designate the time, place and general nature of the business to be transacted at such meeting.
If an executive session is not announced for a future specific time, written notice, specifying the date, time, location and purpose of the executive session, shall be given to all Board members at least 24 hours prior to any such executive session or committee meeting not required to be public.
In emergencies or urgent situations, as much advance notice as reasonably possible will be given.

Section 15. Liabilities of Members

The members of the Board shall not be liable personally on the bonds or other obligations of the Authority, and the rights of creditors shall be solely against the Authority.

Section 16. Committees

The Board may, by resolution, create ad hoc and/or standing committees as needed. The chairpersons and members of a committee shall be appointed by the Chairperson of the Board.
Section 17. Meeting by Telephone
Subject to any contrary provisions of applicable law, members of the Board may participate in a meeting by telephone conference or similar communication equipment, as long as all members participating in the meeting and members of the public in attendance can hear one another. All members participating by telephone or similar conference shall be deemed to be present in person at such a meeting for all purposes.

Section 1. Election of Officers

ARTICLE III Officers

There shall be elected annually the following officers from the members of the Board: a Chairperson, a Vice Chairperson, a Secretary and a Treasurer. The Board may also appoint as additional officers, who need not be members of the Board, but who shall be employees of the Authority, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as the Board may determine.

Section 2. Terms of Office

The officers of the Authority who are members of the Board shall hold office for a period of one year or until their successors have been elected. Officers may be elected to succeed themselves and by the consent of at least seven (7) members of the Board, as set forth in Article II, Section 12, the Board may remove any officer at any time. Officers who are not members of the Board may be appointed at any meeting of the Board and shall serve at the will of the Board. If any office becomes vacant during the year, the Board shall fill the same for the unexpired terms.

Section 3. Chairperson

The Chairperson shall preside at all meetings of the Board at which the Chairperson is present. The Chairperson may create committees for special purposes as the need arises, make appointments from the Board to these committees, and appoint chairpersons of these committees. The Chairperson shall be an ex officio member of all committees except the nominating committee. The Chairperson may sign, execute and acknowledge on behalf of and in the name of the Authority all documents, including bonds, notes, or other evidences of indebtedness and contracts, which the Board has approved or which otherwise have been authorized by Board policy. The Chairperson shall regularly inform the Board of appropriate information given to him/her by the Chief Executive Officer.

Section 4. Vice Chairperson

In the absence or during the disability of the Chairperson, the Vice Chairperson shall perform the duties of the Chairperson and any other duties as specifically assigned by the Chairperson or the Board.

Section 5. Secretary

The Secretary shall record and keep in suitable books the minutes of the Board and shall receive and retain in suitable books the minutes of any committees established by the Board or the Chairperson. The Secretary shall send out notices of all regular, annual and special meetings of the Board which may be called or held in accordance with the provisions of the law and of these By-Laws. The Secretary may sign with the Chairperson or any other duly authorized officer or person in the name of the Authority contracts and other papers and documents, including bonds, notes or other evidences of indebtedness, which the Board has approved or
which otherwise have been approved by Board policy, and shall affix thereto, if required, and attest, the seal of the Authority. The Secretary shall have authority at all times to execute certificates of the correctness and authenticity of extracts from the minutes of the Board and other documents in possession of the Authority. The Secretary shall perform all other usual duties incident to the office of the Secretary of the Board. In the absence or disability of the Chairperson and the Vice Chairperson, the Secretary shall call the meeting to order and preside until a temporary provisional presiding officer is selected by the Board.

Section 6. Assistant Secretaries

The Board may appoint Assistant Secretaries who, in the absence of the Secretary, shall perform the duties and exercise the powers of the Secretary. All Assistant Secretaries shall be employees of the Authority and shall perform such other duties that the Board shall, from time to time, prescribe. They shall, as requested, report to the Secretary on duties performed in their capacity as Assistant Secretaries.

Section 7. Treasurer

The Treasurer shall serve as a member of the Performance Oversight and Monitoring Committee of the Board, if any, or of any committee which is a successor in function to, or otherwise performs duties similar in nature to that of, the Performance Oversight and Monitoring Committee. The Treasurer shall meet as necessary with the Chief Executive Officer and Chief Financial Officer for the purpose of receiving information and reports on the financial condition of the Authority and shall, from time to time, make recommendations to the Board on matters involving the financial condition of the Authority. The recommendations may be made by the Treasurer through the Chief Executive Officer, if appropriate.
The Treasurer shall make recommendations to the Board concerning the establishment of accounts with banks and trust companies for the deposit of funds of the Authority. The Treasurer shall, through officers and employees selected by the Board, cause all funds of the Authority to be deposited in the accounts so designated by the Board.
The Treasurer shall report to the Board annually, and at such other times as requested by the Chairperson, on the financial condition of the Authority and on other transactions involving his/her office. The Treasurer shall perform such other duties as may be assigned to him/her by the Board and, if required by the consent of at least seven (7) members of the Board, as set forth in Article II, Section 12, shall give the Authority a bond, with one or more sureties satisfactory to the Board, for the faithful discharge of the duties of the office.

Section 8. Assistant Treasurers

The Board may appoint Assistant Treasurers who, in the absence of the Treasurer, shall perform the duties and exercise the powers of the Treasurer, except such powers as are specifically directed to be exercised by the Treasurer by the Act. All Assistant Treasurers shall be employees of the Authority. They shall, as requested, report to the Treasurer on the duties performed in their capacity as Assistant Treasurers.

ARTICLE IV  Chief Executive Officer; Experts and Consultants

Section 1. Chief Executive Officer

The Board shall employ an executive director with the title of Chief Executive Officer to manage the daily activities of the Authority and at such compensation as the Board may, from time to time, determine. The Chief Executive Officer shall serve at the will of the Board or for a term established by the Board by written contract, subject to the provisions of the Act.

Section 2. Powers and Duties of the Chief Executive Officer

The Chief Executive Officer shall serve as chief executive and operating officer of the Authority and shall have responsibility for the general supervision and management of the business affairs of the Authority. He/she shall see that all orders, resolutions, rules and regulations of the Authority are carried into effect, and shall provide the Board with reports at regular intervals throughout the year on the execution of the Board delegated responsibilities. The Chief Executive Officer shall consult as often as necessary with the Chairperson for the purpose of making oral reports on current matters and to receive the advice and guidance of the Chairperson.

Section 3. Other Experts and Consultants

The Board may name and appoint from time to time such special technical experts, legal counsel and consultants as it may require, to serve at the will of the Board, and for such compensation as the Board may provide. The Board may, by resolution, fix the respective duties of any special or technical experts, legal counsel, consultants, agents or employees, and under whose supervision or direction they or any of them shall serve.

ARTICLE V Reports

Section 1. Annual Financial Report

As soon after the end of each fiscal year as may be expedient, but no longer than six months, the Board shall have prepared and printed a report and financial statement certified by an independent certified public accountant of its operation and of its assets and liabilities. A condensed annual financial report of the Authority shall be published each year, once a week for two consecutive weeks, in at least two newspapers of general circulation in Allegheny County. A copy of the annual financial report shall be made available to the County Executive and to the governing body of each municipality in which the Authority operates.

ARTICLE VI Effect of Laws

Section 1. Laws to be Paramount

If any present or future laws of this Commonwealth shall be inconsistent with or contrary to any provisions of these By-Laws, then, notwithstanding any provision hereof, such law of this Commonwealth shall prevail and shall be adopted and incorporated herein by reference.

ARTICLE VII Amendments

Section 1. Provision for Amendment

Subject to Article II, Section 12, the Board shall have power to make, alter, amend, suspend or repeal the By-Laws of the Authority at any regular or special meeting of the Board, provided at least 48 hours notice of the purpose and substance of the proposed action shall have been previously given to each member of the Board.

ARTICLE VIII Indemnification

Section 1. Right of Indemnification and Reimbursement

To the fullest extent permitted by applicable law, each current or former member of the Board and/or officer or employee of the Authority, whether or not then in office or employed, shall be indemnified and reimbursed by the Authority against all liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) reasonably paid or incurred by or imposed upon him/her in connection with any Proceeding (as defined below), to which he/she may be made a part or prospective party by reason of being or having been a member of the Board and/or such an officer or employee, or by reasons of any act or thing alleged to have been done or omitted by him/her, either alone or with others, as a member of the Board and/or such an officer or employee. For the purposes of this Article VIII, “Proceeding” shall mean any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, investigative, or through arbitration. No indemnification pursuant to this Article VIII shall be made, however, in any case where the act or omission giving rise to the claim for indemnification is determined by a court to have constituted criminal conduct, self- dealing, fraud or willful misconduct. In any case in which liability for any such acts or omissions of any such member and/or officer or employee is imposed or sought to be imposed upon the estate of such member and/or officer or employee, the right to indemnification and reimbursement herein conferred on members and/or officers or employees shall extend to the heirs, executors and/or administrators of any such member and/or officer or employee, or any of them.

Section 2. Settlements

The right to indemnification and reimbursement hereby granted shall extend also to amounts paid or agreed to be paid by each person now or hereafter a member of the Board and/or officer or employee of the Authority in settlement of any Proceeding, provided, however, that if such Proceeding shall be settled or otherwise terminated as against such member and/or officer or employee without a final determination thereof, the Authority shall not indemnify or reimburse such member and/or officer or employee with respect thereto unless at least seven (7) of the remaining members of the Board (after excluding the member disqualified to vote by personal interest) shall have approved said settlement (either before or after its consummation) in accordance with Article II, Section 12.

Section 3. Non-Exclusivity of Rights

The right to indemnification and reimbursement hereby granted shall not be exclusive of, but shall be in addition to, the rights of members of the Board and/or officers or employees of the Authority to compensation for services performed and all other rights to which any such member and/or officer or employee shall be entitled as a matter of law, equity or otherwise.

Section 4. Advancement of Expenses

The right to indemnification and reimbursement provided in this Article VIII shall include the right to have the expenses reasonably incurred by the member of the Board and/or officers or employees of the Authority to be indemnified in defending any Proceeding paid by the Authority in advance of the final disposition of the Proceeding upon the receipt by the Authority of a written agreement by such member and/or officer or employee to refund the amounts so advanced if it is ultimately determined that such member and/or officer or employee is not entitled to indemnification and reimbursement under this Article VIII.

Section 5. Insurance

The Authority may self-insure or purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss, in whole or in part. The Authority may also self-insure or purchase and maintain insurance to insure its indemnification obligations arising hereunder.

ARTICLE IX Parliamentary Authority

Section 1. Parliamentary Authority

The meetings of the Authority shall be conducted in accordance with Robert's Rules of Order, Revised to the extent that Robert's Rules of Order, Revised are not inconsistent with any applicable law, with these By-Laws, or with any special rules of order adopted by the Authority.

Section 1. Filing of By-Laws

ARTICLE X Filing of By-Laws

A copy of these By-Laws and any amendment, modification or substitution thereto or therefor, shall be filed with the Allegheny County Council.

10/25/13