PML June Board Packet

CONFIDENTIAL Pennsylvania Municipal League Board of Directors’ Meeting June 17 & 19, 2014 PA Convention Center  Philadelphia, PA

TABLE OF CONTENTS Agenda ......................................................................................................................Page 1 Minutes...................................................................................................................... Tab A Treasurer’s Report .................................................................................................... Tab B President’s Report.....................................................................................................Tab C Executive Director’s Report ................................................................................... Tab D Action Items  Board Appointment ............................................................................................Action Item 1  Approve 2013 Audit ............................................................................................Action Item 2  Bylaws Committee Report ..................................................................................Action Item 3  Nominating Committee Report .........................................................................Action Item 4  Credentials Committee Report...........................................................................Action Item 5 → Deputy Director’s Report...................................................................................... Tab D-1 → Legislative Report .................................................................................................... Tab D-2 → Municipal Programs Report..................................................................................... Tab D-3  Business Programs Update ...........................................................................Attachment 1  Membership Services Update................................................................. Attachment 2  U•COMP/MEABT Update ..........................................................................Attachment 3  Training Update...................................................................................... Attachment 4  PennPRIME Update ................................................................................ Attachment 5

8:00 a.m. – 1:00 p.m. Pennsylvania Municipal League 2:00 p.m. – 6:15 p.m. Board of Directors Meeting 3:30 p.m. - 5:00 p.m. Tuesday, June 17, 2014 PA Convention Center 5:00 p.m. – 6:15 p.m. 203 A & B 6:15 p.m. – 11:00 p.m. 3:30 – 5:00 p.m. Thursday, June 19, 2014 Agenda 2:30 p.m. – 2:45 p.m. Note: Due to the time frame of the convention, subcommittee meetings will not take place. Volunteer Playground Project at Clayborn & Lewis Park (pre-registration required) Registration/Ballroom B, PA Convention Center Board of Directors' Meeting (dress: Business Attire) Presiding: Mayor Ed Pawlowski, Allentown, President Welcome: Mayor Michael Nutter, Philadelphia Call to Order (Mayor Pawlowski) Roll Call (Mary Costik) Pledge of Allegiance (Mayor Pawlowski) Approval of Minutes/Tab A (Mayor Pawlowski) Treasurer’s Report/Tab B (Rick Schuettler) President’s Report/Tab C (Mayor Pawlowski) · Introduction of New Board Members (Rick Schuettler) Executive Director’s Report/Tab D (Rick Schuettler) Action Items Board Appointment/Item 1  2013 Audit/Item 2  Bylaws Committee Report/Item 3  Nominating Committee Report/Item 4  Credentials Committee Report/Item 5 Deputy Executive Director Report/Tab D - 1 (John Brenner) Legislative Update/D - 2 (Rick Schuettler & Amy Sturges) Staff Reports − Business Programs Update/D Attachment 1 (Jean Pugh) − Membership Services Update/Tab D Attachment 2 (Jean Pugh) − U•COMP/MEABT Update/Tab D Attachment 3 (Jean Pugh) − Training Update/Tab D Attachment 4 (Gail Markovitz) − PennPRIME Update/Tab D Attachment 5 (Bob Anspach) Back by Popular Demand: Opening Reception in Exhibit Hall Board of Directors Dinner/Carpenters’ Hall, City Tavern and Mayor Nutter’s Reception at Stratus PML Board of Directors Reorganization Meeting/Ballroom A

Pennsylvania Municipal League Itinerary for the 115th Annual Convention Board of Directors PA Convention Center  Philadelphia, PA June 17-20, 2014 Monday, June 16, 2014 Dinner at McCormick and Schmick’s/One South Broad Street (walking distance) 6:30 p.m. - 9:30 p.m. Kane, Kelley, McLaughlin/Sue, Mayor Nutter, Pacsi/Odette, Pawlowski/Lisa, Leslie Wollack, NLC; Congressman Shuster, Schuettler, Brenner, Bitting, Costik, Heffner, Longenecker, Markovitz, Pugh, Melanie Johnson, & David Tusio Tuesday, June 17, 2014 8:30 a.m. – 1:00 p.m. Volunteer Playground Project at Clayborn & Lewis Playground/1101 North 38th Street Transportation: Shuttle service to the Playground at 8:00 a.m. from 12th Street entrance of the Marriott 8:30 a.m. Park Build Kick-Off/Pawlowski, Nutter, Schuettler and Brenner 2:00 p.m. – 6:15 p.m. Registration/Ballroom B, Booth #98, PA Convention Center 1:00 p.m. Park Building Ribbon Cutting Ceremony/Pawlowski, Nutter, Schuettler & Brenner 3:30 p.m. – 5:00 p.m. Board of Directors Meeting/Room 203 A-B, PA Convention Center Presiding: Mayor Ed Pawlowski, Allentown, President Welcome: Mayor Michael Nutter, Philadelphia Members: Allen, Baker, Bracey, Campana, Comitta, Donchez, Fulkerson, Goreham, Gray, Green, Hood, Kane, Kelley, Kunkle, Linder, McLaughlin, Nutter, O’Neill, Pacsi, Panto, Pawlowski, Peduto, Scarpiniti, Sinnott, Spencer, Tasco, Taylor, Vilello, Williams, Eachus, Schuettler, Costik, Brenner, Heffner, Anspach, Bitting, Markovitz, Pugh & Sturges Dress: Business 5:00 p.m. – 6:15 p.m. Opening Reception in Exhibit Hall/Ballroom B 6:15 p.m. Begin Board Buses for Board of Directors Dinner/Depart from the 12th Street entrance of the Marriott Downtown Hotel 6:30 p.m. – 7:25 p.m. Board of Directors Reception/Carpenter’s Hall Attendees: Allen/Cheryl, Baker, Bracey, Campana, Comitta/Tom, Donchez, Goreham, Gray/Gail, Green, Fulkerson, Hood/Sue McKissick, Kane, Kelley, Kunkle, Linder/Jourdeana, McLaughlin/Sue, Nutter, O’Neill/Joy, Pacsi/Odette, Panto, Pawlowski/Lisa, Peduto, Scarpiniti, Sinnott/Tony Pol, Spencer, Tasco/Crystal Jacobs, Taylor, Vilello/Marie, Williams, Todd Eachus/Karen, Mark Squilla, Council, Philadelphia, S. Freeman/J. Clark, Petro, Frye, Jarin, Harvey/Kate McNamara, McLaughlin/Patty, Love, Gabriel, Schuettler, Costik, Bitting, Brenner, Sturges, Pedro, Frye, Johnson, Tusio, Philadelphia City Council invited to reception Dress: Business 7:25 p.m. Walk to City Tavern 7:30 p.m. 9:30 p.m. Board of Directors Dinner/City Tavern Allen/Cheryl, Baker, Bracey, Campana, Comitta/Tom, Donchez, Goreham, Gray/Gail, Green, Fulkerson, Hood/Sue McKissick, Kane, Kelley, Kunkle, Linder/Jourdeana, McLaughlin/Sue, Nutter, O’Neill/Joy, Pacsi/Odette, Panto, Pawlowski/Lisa, Peduto, Scarpiniti, Sinnott/Tony Pol, Spencer, Tasco/Crystal Jacobs, Taylor, Vilello/Marie, Williams, Todd Eachus/Karen, S. Freeman/J. Clark, Pedro, Frye, Johnson, Tusio, Jarin, Harvey/Kate McNamara, McLaughlin/Patty, Love, Gabriel, Schuettler, Costik, Bitting, Brenner, Sturges Dress: Business 9:30 p.m. - 11:00 p.m. Mayor Nutter’s Reception at Stratus Lounge, Hotel Monaco Sponsored by Community Education Centers Mayor Nutter cordially invites you to an exclusive reception at Stratus Lounge, Philadelphia’s favorite rooftop lounge. Enjoy a memorable evening of cocktails and desserts while mingling with Mayor Nutter and your colleagues just steps from Independence Hall, atop of the modern and luxurious Hotel Monaco.

Tuesday, June 17, 2014 11:00 p.m. Board Bus at Stratus for trip back to Marriott Downtown Hotel Shuttle service will be available for return trips to the hotel upon request throughout the evening. Wednesday, June 18, 2014 7:30 a.m. - 6:00 p.m. Registration/Ballroom B, Booth #98, PA Convention Center 8:00 a.m. – 9:30 a.m. Welcome Breakfast/Ballroom A Head Table: Pawlowski, Nutter, Schuettler, Invocator 9:30 a.m. – 6:00 p.m. Exhibits/Ballroom B, PA Convention Center As a board member, please take some time to explore our exhibit hall. Their participation helps to offset the cost associated with the convention. Exhibitors have traveled from as far away as Oregon, California and Arizona to attend this event and they would be honored by your presence. 9:30 a.m. – 5:00 p.m. Silent Auction in Exhibit Hall/Ballroom B, PA Convention Center 9:45 a.m. - 10:30 a.m. Resolutions Committee Meeting/Room 201, PA Convention Center Chair: Mayor Michael Nutter, Philadelphia Solicitor: Patrick Harvey, Esq., Ballard Spahr, LLP Head Table: Chair/Nutter, President/Pawlowski, Harvey, Schuettler & Sturges 10:40 a.m. – 12:30 p.m. Philadelphia Economic Development Tours – University City Science Center or Philadelphia Naval Shipyard (pre-registration required) Buses depart from the 12th Street entrance of the Downtown Marriott Hotel 11:00 a.m. – 12:00 noon Roundtable Sessions: PA Convention Center Business Administrators Roundtable/Room 204 A  Facilitator: Patrick Hopkins, Lancaster Council Roundtable/Room 201 B  Facilitator: William McLaughlin, Councilmember, Chambersburg Mayors Roundtable/Room 201 C  Facilitator: Rick Gray, Mayor, Lancaster Solicitors Roundtable/Room 203 A  Facilitators: Neil Grove, Esq. and William Warren, Esq. 11:30 a.m. – 1:00 p.m. Board of Directors’ Spouse/Guest Luncheon/Estia /1405-07 Locust Street (Begin boarding bus at 11:15 a.m. in the hotel lobby, 12th Street side Hosted by: Mrs. Lisa Nutter, Philadelphia and Mrs. Lisa Pawlowski, Allentown Guests: Cheryl Allen, Tom Comitta, Gail Gray, Sue McKissick, Sue McLaughlin, Lisa Nutter, Joy O’Neill, Odette Pacsi, Lisa Pawlowski & Marie Vilello 12:00 noon - 1:45 p.m. Lunch in Exhibit Hall/Ballroom B 12:30 p.m. Prize Drawing in Exhibit Hall/Mayor Ed Pawlowski, Allentown, President 1:45 p.m. – 3:00 p.m. Legislative Update/Room 204B, PA Convention Center 3:00 p.m. Speaker: Amy Sturges, Governmental Affairs Director, PML 3:15 p.m. – 4:30 p.m. Prize Drawing in Exhibit Hall/Mayor Ed Pawlowski, Allentown, President 4:30 p.m. - 6:00 p.m. 5:00 p.m. The Art of Lobbying/Room 204 B, PA Convention Center 5:30 p.m. Speakers: Carolyn Coleman, Center Director of Federal Advocacy, NLC and Mayor Michael Nutter, Philadelphia President’s Reception in Exhibit Hall/President’s Hall Silent Auction Closes/Prize Drawings/Remarks: Mayor Ed Pawlowski, Allentown, President Silent Auction Winners announced by Mayor Sandy Green, Kutztown The City of Philadelphia has numerous suggestions on how to spend your Wednesday evening in Philadelphia. Please see page 23 of the program book for additional information 9:00 p.m. – 11:00 p.m. Reception hosted by Saul Ewing LLP/Independence Ballroom, Philadelphia Marriott Downtown Hotel (located in the Marriott’s Historic Tower – 3rd Floor through the Sky Bridge)

Thursday, June 19, 2014 7:30 a.m. – 5:00 p.m. Registration/Prefunction Ballrooms A & B, PA Convention Center 8:15 a.m. - 9:30 a.m. Awards Breakfast/Ballroom A, PA Convention Center Presiding: Mayor Ed Pawlowski, Allentown, President Welcome: Schuettler Speaker: Clarence Anthony, Executive Director, National League of Cities e-Book Rollout: Schuettler and Champ Holman Award Recognitions: Distinguished Service Award: Mayor Pawlowski Essay Scholarships: South Fayette and Titusville Reserved tables for remaining board members and invocator 9:45 a.m. - 11:00 a.m. Keynote Session: Walkable Cities for Pennsylvania: A Mandate and a Method/204 B & C, PA Convention Center Speaker: Jeff Speck, Speck & Associates, LLC 9:45 a.m. Begin Boarding Buses in Hotel Lobby for Spouse & Youth Tour/12th Street Entrance of the Marriott Downtown Hotel 10:00 a.m. – 4:30 p.m. Spouse/Guest Tour 11:15 a.m. - 12:15 p.m. Concurrent Sessions #1: University Community Network Update/Room 204 B #2: Threats to Local Governments and What You Can Do to Mitigate the Risk: What Local Governments Need to Know About Cyber Security/204 C 12:30 p.m. - 2:30 p.m. General Session Luncheon and Annual Business Meeting/Ballroom A, PA Convention Center Presiding: Mayor Ed Pawlowski, Allentown, President Speakers: Attorney General Kathleen Kane and John Fry, President, Drexel University Head Table at Annual Business Meeting: Pawlowski, Nutter, Gray, Schuettler, Invocator, Harvey & Judge Reserved tables for remaining board members 2:30 p.m. – 2:45 p.m. Board of Directors Reorganization Meeting/Ballroom A 2:45 p.m. - 3:45 p.m. Concurrent Sessions #1: Labor Costs Strategies & Solutions for 2014 and Beyond/204 B, PA Convention Center #2: Best Practices in Managing the Financial Affairs of Your Municipality/204 C, PA Convention Center Attend either of the two session below for a chance to win a pair of tickets to a Phillies game enjoyed from the Mayor’s Box, plus an overnight stay for at the Philadelphia Downtown Marriott 4:00 p.m. - 5:00 p.m. Concurrent Sessions #1: Distress Municipalities in PA: Challenges & Solutions/204 B #2: Start Here. Stay Here. Grow Here./204 C, PA Convention Center 6:15 p.m. Buses depart for the Franklin Institute promptly at 6:15 p.m. from the 12th Street entrance of the Marriott Downtown Hotel 6:30 p.m. – 10:00 p.m. Host Municipality Event/An Evening at the Franklin Remarks: Mayor Michael Nutter, Philadelphia Dress: Business Casual Friday, June 20, 2014 Grab and Go Breakfast/201 A & B, PA Convention Center 8:00 a.m. – 9:40 a.m.

PML Board Reorganization Meeting Thursday, June 19, 2014 PA Convention Center Ballroom A AGENDA Presiding: Mayor Michael Nutter, Philadelphia 2:30 p.m. – 2:45 p.m. – Board Reorganization Meeting President’s Comments Future Meetings: November 18-22 – NLC Congress of Cities, Austin, TX December 7-8 – PML Board of Directors Meeting – Hilton Harrisburg March 1-2, 2015 – PML Board of Directors Meeting – Hilton Harrisburg March 7-11, 2015 – NLC Congressional City Conference – Washington, DC June 22-26, 2015 – PML Annual Convention – Allentown, PA Other Business Adjourn

PML Executive Committee Meeting Sunday, November 24, 2013 Hilton Harrisburg and Towers Minutes Call to Mayor Pawlowski called the meeting to order at 3:00 p.m. Order: Roll Call: The following members of the Executive Committee were in attendance: Mayor Ed Pawlowski, Allentown, President/Allentown Representative Mayor Michael Nutter, Philadelphia, First Vice President/Philadelphia Representative Mayor Rick Gray, Lancaster, Second Vice President Richard J. Schuettler, Executive Director, Secretary/Treasurer Councilmember Kip Allen, Edinboro, Past President Mayor Kim Bracey, York, Legislative Committee Co-Chair Mayor Elizabeth Goreham, State College, Director-at-Large Councilmember Bruce Kelley, Altoona, Legislative Committee Co-Chair Council President William McLaughlin, Chambersburg, Past President Mayor Salvatore Panto, Easton, Past President Councilmember Eugene Pacsi, Farrell, Past President Mayor John D.W. Reiley, Pottsville, Past President Mayor Rick Vilello, Lock Haven, Immediate Past President Members not in attendance: Mayor John Callahan, Bethlehem, Past President Councilmember Brian O’Neill, Philadelphia, Past President Mayor Luke Ravenstahl, Pittsburgh, Pittsburgh Representative Mayor Vaughn Spencer, Reading, Reading Representative Mayor Joe Sinnott, Erie, Erie Representative Staff and guests: John Brenner, Deputy Executive Director Mary Costik, CMP, Executive Assistant/Meeting Manager Dave Heffner, Director of Finance Amy Sturges, Governmental Affairs Director Mayor Pawlowski welcomed the members to the meeting. Approval of A motion was made by Mayor Reiley, seconded by Councilmember Allen, to approve the Minutes: minutes of the June 25, 2013 Board of Directors meeting. MOTION CARRIED UNANIMOUSLY.

PML Executive Committee Meeting November 24, 2013 – Page 2 – Treasurer’s Report: Mr. Schuettler reviewed the Treasurer’s Report that was included in the Board packet. For the nine months ending September 30, 2013 revenues were $2,658,504 and expenses were $2,320,908. This resulted in revenue over expenses of $338,408. The nine months ending September 30, 2012 resulted in revenue over expenses of $205,803. Total revenue for the year ending December 31, 2012 was $3,357,260 as compared to $2,950,426 for the year 2011. The 2012 budget anticipated an increase in revenue of $34,121. Total revenues are actually more than budget by $192,409. The increase in revenue is primarily due to the fact that more revenue was collected through the U•COMP program ($124,256) and the Electric Program ($21,860) than budgeted. 2014 Mr. Schuettler reported that revenues for 2013 are estimated to be $3,499,020 and expenses are Budget: projected to be $3,104,973, leaving expected revenue over expenses of $394,047 at the close of the year. Mr. Schuettler reviewed the proposed 2014 budget. He stated that the revenue for 2014 is projected to be $3,449,238 and expenses are projected at $3,322,525. Mr. Schuettler highlighted the revenues and expenses for 2014. Mayor Nutter questioned the reimbursements and the education and training. Mr. Schuettler responded that the League is trying to back away from reimbursements from the PennPRIME Trusts to try to grow the Trust’s membership. He was requesting the League absorb the $50,000 in reimbursements for 2014. Mr. Schuettler stated that he is hopeful to see some incremental growth. Discussion took place about the municipal insurance trusts. Mr. Schuettler responded to the education and training question. He stated that the League continues to grow the webinar training. Subscriptions in the PELRAS program continue to thrive. He stated that since the state took over management of the L3P program (piggyback purchasing), subscriptions have eroded. An executive session convened from 3:34 p.m. until 4:55 p.m. A motion was made by Councilmember Kelley, seconded by Mayor Vilello, to budget $100,000 intended as a supplement to current lobbying efforts. MOTION CARRIED UNANIMOUSLY. A motion was made by Mayor Gray, seconded by Councilmember Allen, to approve the 2014 budget. MOTION CARRIED UNANIMOUSLY. Management Report: Mr. Schuettler requested Ms. Sturges update the Executive Committee on the legislative activities.

PML Executive Committee Meeting November 24, 2013 – Page 3 – Legislative Report Adjourn: Ms. Sturges reviewed the possible dates for a lobby day. A lengthy discussion took place about pensions including two competing proposals. House Bill 1581 was introduced by Representative Seth Grove and is endorsed by the Coalition for Sustainable Communities. This bill was developed as a way to address the ongoing unfunded liability of many local pension plans over time; and to place new hires in a less costly plan that would still provide a fair pension while not producing unsustainable costs in the future. House Bill 1651 was introduced by Representative Glen Grell and represents the FOP’s proposal for a statewide police pension plan. The proposal amends the law governing the PA Municipal Retirement System. It creates a mandatory defined benefit plan within PMRS for all new, full-time police hires in all municipalities except Philadelphia and Pittsburgh. The meeting was adjourned at 5:20 p.m. Respectfully submitted, Richard J. Schuettler Executive Director Secretary/Treasurer

Call to PML Board of Directors Meeting Order: Monday, November 25, 2013 Hilton Harrisburg and Towers Roll Call: Harrisburg, Pennsylvania Minutes Mayor Pawlowski called the meeting to order at 9:45 a.m. The following members of the Board of Directors were in attendance: Mayor Ed Pawlowski, Allentown, President/Allentown Representative Mayor Michael Nutter, Philadelphia, First Vice President/Philadelphia Representative Mayor Rick Gray, Lancaster, Second Vice President Richard J. Schuettler, Executive Director, Secretary/Treasurer Councilmember Kip Allen, Edinboro, Past President Mayor John Callahan, Bethlehem, Past President Councilmember Chuck Christy, West Chester, Director-at-Large Mayor Elizabeth Goreham, State College, Director-at-Large Mayor Sandra Green, Kutztown, Director-at-Large Councilmember Bruce Kelley, Altoona, Legislative Committee Co-Chair Manager Mark Kunkle, Ferguson Township, Director-at-Large Mayor John Linder, Chester, Southeast District Officer Council President William McLaughlin, Chambersburg, Past President Councilmember Brian O’Neill, Philadelphia, Past President Mayor Salvatore Panto, Easton, Past President Councilmember Eugene Pacsi, Farrell, Past President Mayor John D.W. Reiley, Pottsville, Past President Certified Municipal Clerk Dennis Scarpiniti, New Kensington, Southwest District Officer Mayor Rick Vilello, Lock Haven, Past President Council President Wanda Williams, Harrisburg, Southcentral District Officer Members not in attendance: Mayor Doug Baker, Franklin, Northwest District Officer Mayor Kim Bracey, York, Legislative Committee Co-Chair Mayor Gabriel Campana, Williamsport, Northcentral District Officer Mayor George Hood, Indiana, Director-at-Large Controller Kathy Kane, Wilkes-Barre, Director-at-Large Mayor Luke Ravenstahl, Pittsburgh, Pittsburgh Representative Mayor Joe Sinnott, Erie, Erie Representative Mayor Vaughn Spencer, Reading, Reading Representative Councilmember Marian Tasco, Philadelphia, NLC Advisory Council Representative

PML Board of Directors Meeting November 25, 2013 – Page 2 – Staff and guests: John Brenner, Deputy Executive Director Mary Costik, CMP, Meeting Manager Bob Anspach, Director of Insurance Services Debbie Bitting, Communications & Publications Editor Dave Heffner, Director of Finance Gail Markovitz, Director of Training Jean Pugh, Director of Group Business Programs Amy Sturges, Governmental Affairs Director Todd Eachus, Comcast Mayor Pawlowski welcomed the members to the meeting. The Board members had a moment of silence and recited the Pledge of Allegiance. Approval of A motion was made by Mayor Reiley, seconded by Councilmember Allen, to approve the Minutes: minutes of the June 25, 2013 Board of Directors meeting. MOTION CARRIED UNANIMOUSLY. Mayor Pawlowski recognized outgoing Board members: Mayor John Reiley, Pottsville; Mayor John Callahan, Bethlehem; Mayor Luke Ravenstahl, Pittsburgh (not present); and Councilmember Chuck Christy, West Chester. He also mentioned that Senator Eichelberger would be stopping by later in the day. Mayor Pawlowski reported that plans are well under way for the 2014 Convention in Philadelphia and he encouraged Board member participation. The Mayor also noted there were extensive changes for the annual convention including a possible Bylaws change. Mr. Schuettler recognized the Business Leader Network Members that were present. Mr. Schuettler recognized Donna Byrnes on her ten year tenure with the League as the receptionist. Mayor Pawlowski presented Ms. Byrnes with a plaque. Treasurer’s Report: Mr. Schuettler reviewed the Treasurer’s Report that was included in the Board packet. He reported that for the nine months ending September 30, 2013, revenues were $2,658,504 and expenses were $2,320,098. This resulted in revenue over expenses of $338,408. The nine months ending September 30, 2012 resulted in revenue over expenses of $205,803. President’s A motion was made by Council President McLaughlin, seconded by Councilmember Allen, to Report: approve the Treasurer’s Report as presented. MOTION CARRIED UNANIMOUSLY. Mayor Pawlowski briefly reviewed his report that was included in the packet.

PML Board of Directors Meeting November 25, 2013 – Page 3 – Management Report: Mr. Schuettler mentioned that Representative Harper has agreed to hold hearings on HB 1581, the League’s pension bill sponsored by Representative Grove. He also mentioned that the Pennsylvania News Media Association hosted an interview with members of the Coalition for Sustainable Communities and the editorial boards of news associations across the state. The intention of the interviews was to share CSC’s perspective on municipal pension and Act 11 reform in an effort to garner editorial support. Mr. Schuettler explained to the Board members that they serve as directors for both the Center for Municipal Development and the Municipal Utility Alliance programs. He also mentioned that staff is adhering to the strategic plan and it was included in the packet as informational. Mr. Schuettler mentioned the reference in the Bylaws to the annual convention “being held in the summer”. He requested the Board members consider removing this language to allow staff to review other dates for the annual convention. A motion was made by Mayor Gray, seconded by Council President McLaughlin, to remove the “in the summer” reference to the PML Bylaws. MOTION CARRIED UNANIMOUSLY. 2014 BUDGET: Mr. Schuettler walked through the budget packet with the Board members. The budget projects revenues of $3,449,238 and expenses of $3,322,525. He mentioned that he is concerned with the amount of fees that the League is taking from the PennPRIME insurance trusts. The budget proposes decreasing the reimbursable from the PennPRIME Trust by $50,000. This will allow the Trusts to be competitive. He noted that on the expense side, he will be adding an additional employee. He noted that the Director of Development position would not be filled. Expenses continue to decrease especially on the health care coverage. He stated that the U•COMP management fee continues to benefit the League. On the legislative program, the agenda will be centered around the Coalition for Sustainable Communities and specifically the Act 111 amendments, Senate Bill 1111 and municipal pension reform legislation, House Bill 1581. He anticipates the effort will be intense and require significant investment of resources. Mr. Schuettler reported that the Executive Committee amended the budget for an additional $100,000 for the lobbying line item to be used at the executive director’s discretion. A motion was made by Mayor Gray, seconded by Mayor Callahan, to adopt the amended budget to include an additional $100,000 for lobbying and marketing to enhance the efforts of the legislative program. MOTION CARRIED UNANIMOUSLY.

PML Board of Directors Meeting November 25, 2013 – Page 4 – Mr. Schuettler requested Mr. Scarpiniti report on the U•COMP appointees. Mr. Scarpiniti requested the Board consider approving the appointment of Frank Aggazio, Executive Director, Allegheny County Housing Authority and Dusti Dennis, Executive Director, McKean County Redevelopment and Housing Authority, to replace the two outgoing PAHRA representatives. A motion was made by Mr. Scarpiniti, seconded by Mr. Kunkle, to approve the appointment of Frank Aggazio, Executive Director, Allegheny County Housing Authority and Dusti Dennis, Executive Director, McKean County Redevelopment and Housing Authority to the U•COMP Board of Trustees. MOTION CARRIED UNANIMOUSLY. The meeting was recessed for Center for Municipal Development and the Municipal Utility Alliance annual meetings at 10:15 a.m. The Board of Directors meeting reconvened at 11:46 a.m. with Mayor Nutter chairing the meeting. Mr. Brenner reviewed the Deputy Director’s report. He mentioned the BLN annual meeting which was well-attended yesterday. He mentioned that BLN’s would be providing educational opportunities at the district meetings and the annual convention. He did mention that the statement of intent was included in the packet. He mentioned the discount on dues of 10% and a renewal of 5% for each additional year that BLN members renew membership. He thanked the Board for their participation and recruitment of BLN members. Ms. Pugh reviewed the member services update. She reported that Muhlenberg Township and South Fayette Township were the newest members of the League. She mentioned that dues invoices were sent to the membership. She also mentioned the visits to City of Sharon and the City of Aliquippa. Ms. Pugh continued with the business programs update. She reported on the PELRAS program which is up to 260 members; she mentioned that Mayor Green is the League’s representative on the PLGIT Trustees; and she encouraged participation in the PLGIT Procurement Card Program. Staff continues to market the U•COMP program. She updated the Board members on the operations of the program since the last meeting. The MEABT program, pooled health plan, has one new member. The program continues to be a challenge including the Affordable Care Act which has caused some uncertainty. Mr. Anspach briefed the Board members on the operations of the PennPRIME Trusts. He reviewed the issue with Seaton & Bowman. He reported that the company, which represents the Borough of Brownsville and Brownsville Municipal Authority, failed to pay the contributions to both PennPRIME Trusts. They currently owe in excess of $88,000 to the Trusts. A judgment against them was obtained but there have been numerous excuses as to why they cannot pay. The Attorney General’s office is pushing the Insurance Department to re-open the case. He noted that Labor and Industry Committee testimony was cancelled due to the Transportation hearing. It is being rescheduled for some time in January.

PML Board of Directors Meeting November 25, 2013 – Page 5 – Mr. Anspach discussed cyber liability. Unfortunately, the policies that are provided, are not being offered due to a false sense of security. PennPRIME is encouraging members to have an underwriter review their cyber liability policy. He mentioned that the Board of Trustees’ books and activities have gone digital. LEGISLATIVE UPDATE: Ms. Sturges distributed information on transportation funding and the Local Option Small Games of Chance amendments. She discussed the two competing municipal pension reform proposals. The proposal introduced by Representative Seth Grove would address the ongoing unfunded liability of many local pension plans over time; and to place new hires in a less costly plan that will still provide a fair pension while not producing unsustainable costs to the future. The second piece of legislation was introduced by Representative Glen Grell, representing the FOP’s proposal for a statewide policy pension plan. The proposal amends the law governing the PA Municipal Retirement System. It creates a mandatory defined benefit plan within PRMS for all new, full-time police hires in all municipalities except Philadelphia and Pittsburgh. She mentioned the meeting of the CSC and the news editors through partnership with the PA News Media Association. Christian Muniz and Ms. Sturges met with the interim Director of the Chiefs of Police Association to discuss the Coalition’s goals and seek support. Mayor Vilello requested the mayors on the Board be present for the January 28 meeting. He suggested that members meet with the Leadership of the House and Senate and meet with the democratic leadership. Additional Lobby Days are scheduled for March 18, April 8, May 6 and June 3. Councilmember Kelley stressed the importance of attending these meetings. Council President McLaughlin noted that he has attended most of the lobby days in addition to personal meetings with his elected House and Senate members. He expressed his concerns with democratic legislators. Discussion took place about a grass roots effort. Mayor Nutter suggested commentary by the end of the year. Going back to the PennPRIME report, Mayor Panto mentioned that the mayors are not covered under workers’ compensation. Mayor Nutter recessed from 11:29 a.m. until 11:39 a.m. Mayor Nutter reconvened the PML Board of Directors Meeting at 11:39 a.m. Mayor Gray reviewed an issue with Lancaster’s right of way ordinance. He explained that Lancaster has passed a right of way fee ordinance that charges utilities for right of way. He estimates revenue of $500,000. The ordinance was written by Dan Cohen at Comcast. PP&L and UGI both sued the city and PUC joined as an additional defendant. The issue was referred to the Commonwealth Court. Lancaster counsel is trying to get it back in Common Pleas Court.

PML Board of Directors Meeting November 25, 2013 – Page 6 – The ordinance is going to be amended to satisfy the PUC. He is requesting the League take a public position and requested the League’s possible involvement. A motion was made by Mayor Gray, seconded by Council President McLaughlin, to move to take the position that right of way management is a function of local municipal government and the Executive Director will advise the Governor and PUC that this is the position of the League. MOTION CARRIED UNANIMOUSLY. Mayor Vilello mentioned Comcast Newsmakers as a possible way to reach the public. Ms. Sturges mentioned the reserved HB 1845; the subject is Act 111 reform. There are currently eight republican members signed on to the legislation. A hearing is being scheduled for early 2014 on HB 1581. Comment was provided on the competing legislation and why it is too costly for local government. Ms. Sturges mentioned that the Third Class City Code Rewrite passed the Senate with a unanimous vote. The bill was promptly placed in the House Urban Affairs Committee where work is to begin shortly with an informational hearing on December 11. Ms. Sturges mentioned the advertising modernization bill, SB 733. She reported on House Bill 1796 which amends Title 53 by adding a section prohibiting a municipal ordinance from penalizing a resident, tenant or landlord for requesting police or emergency assistance if the assistance was requested or dispatched based upon a reasonable belief that an individual was in need of emergency services. A meeting has been schedule with the sponsor to try to resolve this issue. She mentioned the restrictiveness of the Municipal Debt Reform Package. Ms. Sturges reviewed the Municipalities Financial Recovery Act – Act 47. She outlined the business privilege/mercantile tax limitation which amends the Local Tax Enabling Act by adding a subsection to Section 301.1 relating to taxing powers and restrictions. Ms. Sturges mentioned the small games of chance legislation which will benefit municipalities. She provided a summary of the transportation committee and the different aspects of the legislation Mayor Nutter questioned Senate Bill 1065. Ms. Sturges responded that the legislation has not moved. Mr. Schuettler commented on Representative Tobash’s bill to utilize .25% of the act 205 funds to support the operation of PERC. Mr. Schuettler requested that a motion to approve the Treasurer’s Report be made since it was overlooked following the report. A motion was made by Mayor Nutter, seconded by Mayor Gray, to accept the Treasurer’s report. MOTION CARRIED UNANIMOUSLY.

PML Board of Directors Meeting November 25, 2013 – Page 7 – Ms. Bitting mentioned the “About Us” section on the website. Adjourn: The meeting was adjourned at 12:34 p.m. Respectfully submitted, Richard J. Schuettler Executive Director Secretary/Treasurer

Treasurer’s Report Not Available.

PML Board of Directors Meeting President’s Report Mayor Ed Pawlowski June 17, 2014 I welcome our new Board members Mayor Bill Peduto, City of Pittsburgh; Mayor Bob Donchez, City of Bethlehem; and Mayor Carolyn Comitta, Borough of West Chester. We look forward to their participation. These are exciting times at PML. Our PA Civics E-book and Sustainable PA efforts are forward thinking, progressive projects that will be of great service to municipalities and the public at-large. Our legislative program has been active and aggressive in 2014. In addition to our numerous lobby days we have held regular meetings with the FOP. The convention lineup is very impressive with Jeff Speck acclaimed author of \"Walkable City, How Downtown Can Save America, One Step at a Time,\" as our keynote speaker and events at the historic Carpenter’s Hall and City Tavern that will showcase the history of our nation to our local government officials. Please reference Amy Sturges’ report for the status of our legislative program future lobby days. I thank all of you who have participated in our lobby days by either coming to Harrisburg or contacting your legislators in their home office. We are making progress and need your full participation in lobby and legislative efforts, district meetings and the annual convention and finally PML programs and services. It has been an honor and privilege to serve as your president.

PML Board of Directors Meeting Executive Director’s Report June 17, 2014 We welcome new board members Mayor Robert Donchez, Bethlehem, Mayor Bill Peduto, Pittsburgh, and Mayor Carolyn Comitta, West Chester. We had intended to conduct an orientation session at the March meeting but as the meeting was cancelled we will schedule a future briefing. We will be presenting a preview of our upcoming communication tool and web site improvements at the meeting. Our PA Civics E-book project “Civics and You: Your Key to PA Local Government” will be introduced Thursday with DCED Deputy Secretary Holman in attendance. The Department was very helpful in underwriting, in part, the project. On the organizational front, the Board should be aware the PennPRIME renewal (total contributions) came in below anticipated, resulting in a $50,000 shortfall to PML. No action is suggested at this time as other programs may exceed forecasts. Our legislative efforts have been “all in” as we attempt to advance our pension and Act 111 reforms. The “Fix the Numbers” media campaign is supporting the effort. Amy Sturges will provide additional detail in her report. We attended the NLC Congressional City Conference in Washington, D.C. March 9 – 12. Thanks are due to Councilman Kelley for his efforts to schedule Congressman Shuster for Monday night’s dinner. Our PELRAS program/conference (March 19-21) broke its own record with over 500 attendees. This program is clearly the premier public sector labor and personnel conference in the Commonwealth.

Pennsylvania Municipal League BOARD ACTION BRIEFING SUMMARY #1 SUBJECT: Appointment of Board Member I. Action To Be Considered By Board of Directors The Board is asked to fill the vacancy of the Director-at-Large position. Mayor Pawlowski is recommending the appointment of Mayor Carolyn Comitta, Borough of West Chester. II. Reason Why This Issue Needs Board Consideration Board policy matter. III. Current Policy or Practice Same IV. Other Background Information V. Impact on League Budget/Finances None VI. Staff Recommendations Approval ATTACHMENTS:

Pennsylvania Municipal League BOARD ACTION BRIEFING SUMMARY #2 SUBJECT: Approval of Distinguished Service Award Recipient I. Action To Be Considered By the PML Board The Board is requested to approve Mayor Ed Pawlowski, Allentown, for the Distinguished Service Award. Mayor Pawlowski will be the outgoing president of the League at the 115th Annual Convention. II. Reason Why This Issue Needs Board Consideration Board policy matter. III. Current Policy or Practice Same as above IV. Other Background Information None V. Impact on League Budget/Finances None VI. Staff Recommendations Staff recommends approval

Pennsylvania Municipal League BOARD ACTION BRIEFING SUMMARY #3 SUBJECT: PML Convention I. Action To Be Considered By the PML Board The Board is asked to consider amending the Bylaws, Article VIII – Annual Convention, Section 1 by removing the reference to “in the summer”. III. Reason Why This Issue Needs Board Consideration Board policy matter. III. Current Policy or Practice Same as above IV. Other Background Information V. Impact on League Budget/Finances ???? VI. Staff Recommendations Staff recommends approval. ATTACHMENTS:

Pennsylvania Municipal League BOARD ACTION BRIEFING SUMMARY SUBJECT: Approval of 2013 Audit I. Action To Be Considered By the PML Board Approve 2013 audit. II. Reason Why This Issue Needs Board Consideration Per the Bylaws it is a Board responsibility to approve the annual audit. III. Current Policy or Practice See above. IV. Other Background Information Audit was prepared by Brown Schultz Sheridan and Fritz. V. Impact on League Budget/Finances Audit fees are a budgeted. VI. Staff Recommendations Staff recommends approval.

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE YEARS ENDED DECEMBER 31, 2013 AND 2012

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE DECEMBER 31, 2013 AND 2012 CONTENTS Page 1-2 Independent auditors’ report 3 Financial statements: 4 Statements of financial position 5-6 Statements of activities 7-14 Statements of cash flows Notes to financial statements 15-16 17-18 Supplemental schedules: Schedules of detail expenses Schedules of detail expenses by program

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE STATEMENTS OF FINANCIAL POSITION DECEMBER 31, 2013 AND 2012 ASSETS 2013 2012 Current assets: $ 609,411 $ 515,114 Cash and cash equivalents 108,504 101,231 Prepaids 0 2,355 Inventory Accounts receivable: 590,846 407,410 Affiliates Other, net of allowance for doubtful accounts of $34,176 200,099 106,790 at December 31, 2013 and 2012 1,508,860 1,132,900 Total current assets 96,500 96,500 Property and equipment: 643,500 643,500 Land 613,370 613,370 Building 801,333 746,209 Improvements 186,492 153,063 Office equipment and furniture Automobiles 2,341,195 2,252,642 (1,676,852) (1,621,856) Accumulated depreciation 664,343 630,786 Total assets $ 2,173,203 $ 1,763,686 See notes to financial statements.

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. LIABILITIES AND NET ASSETS 2013 2012 Current liabilities: $ 26,350 $ 25,872 Current maturities of long-term debt 25,918 22,830 Current maturities of long-term capital lease obligations Accounts payable 178,068 145,737 Accrued payroll 41,353 36,172 Accrued payroll taxes and withholdings 7,990 10,602 Deferred revenue 99,565 86,012 Total current liabilities 379,244 327,225 Long-term liabilities: 54,237 12,311 Long-term debt, less current maturities 6,923 30,974 Long-term capital lease obligations, less current maturities 168,421 Accrued compensated absences 177,899 211,706 Total long-term liabilities 239,059 538,931 Total liabilities 618,303 1,224,755 Net assets, unrestricted 1,554,900 $ 1,763,686 Total liabilities and net assets $ 2,173,203 0 0 3

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE STATEMENTS OF ACTIVITIES YEARS ENDED DECEMBER 31, 2013 AND 2012 2013 2012 Revenues and other support: $ 689,156 $ 676,200 Member dues 12,950 17,900 Associate dues Annual convention 135,797 171,958 Other grants 44,000 37,750 Trust programs Group program service fees 1,750,661 1,663,176 Workshops 648,467 651,534 Secretariat services 6,575 12,497 Publications 114,699 111,941 Gain on disposition of assets 17,208 14,076 Other 8,370 0 23,338 228 Total revenues and other support 3,451,221 3,357,260 Expenses: 321,446 396,049 Program services: 809,241 835,525 Annual convention and workshops 236,672 254,923 Trust programs 237,911 219,536 Group programs 176,632 180,436 Legislative services and research 131,330 115,721 Secretariat Communications 150,388 127,857 Administration: 1,057,456 959,226 Board of directors and district operations General management and operations 3,089,273 Total expenses 3,121,076 267,987 Change in net assets 330,145 956,768 Net assets: 1,224,755 $ 1,224,755 Beginning of year End of year $ 1,554,900 See notes to financial statements. 4

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2013 AND 2012 2013 2012 Cash flows from operating activities: $ 330,145 $ 267,987 Change in net assets Adjustments: 111,957 140,625 Depreciation (8,370) 0 Gain on disposition of assets (Increase) decrease in: (7,273) (12,746) Prepaids 2,355 0 Inventory Accounts receivable: (183,436) (155,724) Affiliates (93,309) (37,548) Other Increase (decrease) in: 9,478 (4,249) Accrued: (2,612) 4,304 Compensated absences 5,181 6,713 Payroll taxes 32,331 29,354 Payroll 13,553 (2,750) Accounts payable Deferred revenue 210,000 235,966 Net cash provided by operating activities (55,087) (210,955) Cash flows used in investing activities, (39,653) (66,779) acquisition of property and equipment (20,963) (19,862) Cash flows from financing activities: (60,616) (86,641) Payments on long-term debt Payments on capital leases Net cash used in financing activities (continued) 5

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED DECEMBER 31, 2013 AND 2012 Net increase (decrease) in cash and cash equivalents 2013 2012 $ 94,297 $ (61,630) Cash and cash equivalents: Beginning of year 515,114 576,744 End of year $ 609,411 $ 515,114 0 0 Supplemental disclosure of cash flow information: Cash paid during the year for interest $ 6,937 $ 11,019 Supplemental disclosure of noncash investing and financing activity: $ 82,057 Equipment financed by debt See notes to financial statements. 6

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2013 AND 2012 1. Summary of significant accounting policies: Activities: The Pennsylvania Municipal League (the League) is a voluntary professional membership organization of local governments within the Commonwealth of Pennsylvania. The League provides services to its members to improve the delivery of governmental programs through education, group initiatives and legislative efforts. Financial statement presentation: The financial statement presentation follows the requirements of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 958. Under FASB ASC 958, the League is required to report information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets and permanently restricted net assets. The League’s net assets are currently all considered to be unrestricted. Cash and cash equivalents: Cash and cash equivalents include cash and money market funds with an initial term of less than three months. Accounts receivable: Accounts receivable are stated at the amount that management expects to collect from balances outstanding at year-end. An allowance for doubtful accounts is established for all accounts considered doubtful as to collection based on a review by management. Specific accounts deemed uncollectible at year-end are charged against the accounts receivable allowance. Property and equipment: Property and equipment are carried at cost. Depreciation is computed using the straight-line method. Depreciation expense totaled $111,957 and $140,625 for the years ended December 31, 2013 and 2012, respectively. Compensated leave: Compensated leave is accrued as it vests to the employees. 7

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE NOTES TO FINANCIAL STATEMENTS (CONTINUED) YEARS ENDED DECEMBER 31, 2013 AND 2012 1. Summary of significant accounting policies (continued): Program expenses: Program expenses shown in the League’s statements of activities relate to the following operational programs: Annual Convention and Workshops: These expenses relate to the League’s annual convention for members and training workshops held periodically throughout the year. Trust Programs: These expenses relate to the administrative expenses for the League’s insurance programs: PennPRIME Pooled Insurance Risk for Municipal Entities (PPT), PennPRIME Workers’ Compensation (PPWCT), U-Comp and U-Comp – MEABT. Group Programs: These expenses relate to the costs associated with providing benefits to members for various subscription programs, MUA (Municipal Utility Alliance), PUTCS (Pennsylvania Utility and Telecom Consulting Service), Home Rule (Advocacy Network), L3P (Local Piggyback Purchasing Program), PELRAS (Public Employer Labor Relations Advisory Service) and BLN (Business Leaders Network). Legislative Services and Research: These expenses relate to the lobbying and government research efforts carried on for members’ benefit. Secretariat: These expenses are secretariat and financial services provided through contracts to various governmental organizations including: PSATC (Pennsylvania State Association of Township Commissioners) and APMM (Association for Pennsylvania Municipal Management). Communications: These expenses relate to newsletters and magazine production to disseminate current information to members. Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 8

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE NOTES TO FINANCIAL STATEMENTS (CONTINUED) YEARS ENDED DECEMBER 31, 2013 AND 2012 1. Summary of significant accounting policies (continued): Subsequent events: The League has evaluated subsequent events through __________, 2014, the date which the financial statements were available to be issued. 2. Cash and equivalents: Cash and cash equivalents consist of the following at December 31, 2013 and 2012: 2013 2012 Petty cash $ 150 $ 150 Checking, Wells Fargo Bank 118,796 31,820 Operating fund, Pennsylvania Local Government 490,465 483,144 Investment Trust $ 609,411 $ 515,114 -- Financial instruments which potentially subject the League to concentrations of credit risk consist of cash and money funds held at financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC) limit. The funds held by Wells Fargo Bank are insured by the FDIC up to $250,000 and at times, the balance of the League’s account may exceed the federally insured limit. The League’s cash balance did not exceed the FDIC limit at December 31, 2013 and 2012. At December 31, 2013 and 2012, the money funds held with the Pennsylvania Local Government Investment Trust (PLGIT) is subject to the investment policies of PLGIT, which confine investments to those backed by the full faith and credit of the United States government, its agencies and instrumentalities. 9

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE NOTES TO FINANCIAL STATEMENTS (CONTINUED) YEARS ENDED DECEMBER 31, 2013 AND 2012 3. Accrued compensated absences: The League allows vacation benefits to accumulate to a maximum of 30 days. Sick leave can be accumulated to a maximum of 180 days, limited to 25% payable upon an employee’s termination. The liability increases with additional employees, salary increases and increased employee longevity. Accrued compensated absences amounted to $177,899 and $168,421 at December 31, 2013 and 2012, respectively. The liability would only be payable upon termination of the employee and, accordingly, has been classified as noncurrent. 4. Long-term debt: Long-term debt at December 31, 2013 and 2012 consists of the following: 2013 2012 A loan payable to GMAC requiring monthly payments $ 5,760 $ 14,400 of $720 including interest at 0% per annum, which matures on August 15, 2014. The loan is secured by an automobile. A loan payable to GMAC requiring monthly payments 4,823 12,058 of $603 including interest at 0% per annum, which matures on August 15, 2014. The loan is secured by an automobile. A loan payable to a commercial bank requiring monthly payments 1,727 11,725 of $870 including interest at 6.00% per annum, which matures on March 3, 2014. The loan is secured by an automobile. A loan payable to a commercial bank requiring monthly payments 40,483 of $664 including interest at 0% per annum, which matures on January 13, 2019. The loan is secured by an automobile. A loan payable to a commercial bank requiring monthly payments 27,794 of $614 including interest at 2.90% per annum, which matures on January 1, 2018. The loan is secured by an automobile. Less current maturities 80,587 38,183 (26,350) (25,872) Long-term debt, less current maturities $ 54,237 $ 12,311 0 0 10

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE NOTES TO FINANCIAL STATEMENTS (CONTINUED) YEARS ENDED DECEMBER 31, 2013 AND 2012 4. Long-term debt (continued): The following table summarizes the aggregate maturities of the long-term debt: 2014 $ 26,350 2015 14,796 2016 14,997 2017 15,204 2018 8,576 thereafter 664 $ 80,587 5. Capital lease obligations: The League currently has lease agreements for three copiers. The lease agreements are classified as capital leases with the copier leases expiring in March 2015. At December 31, 2013 and 2012, the outstanding capital lease obligation totaled $32,841 and $53,804, respectively. The cost of the assets was $103,683 and the accumulated depreciation on these assets totaled $77,762 and $57,026 at December 31, 2013 and 2012, respectively. 11

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE NOTES TO FINANCIAL STATEMENTS (CONTINUED) YEARS ENDED DECEMBER 31, 2013 AND 2012 5. Capital lease obligations (continued): Future minimum lease payments of capital lease obligations are as follows: 2013 2012 2013 $ 28,896 $ 28,896 2014 7,087 28,896 2015 4,837 Total minimum lease payments 35,983 62,629 Less interest 3,142 8,825 Present value of capital lease obligations 32,841 53,804 Less current maturity 25,918 22,830 Long-term capital lease obligations $ 6,923 $ 30,974 6. Related party transactions: 0 0 There are common members of the Boards of Directors as well as management between the League and the entities described below. However, none of the entities have the ability to exercise control over each other. A description of each of the related parties follows: The League receives administrative and promotional fees from U-Comp. In 2013 and 2012, the League received fees amounting to $549,685 and $489,319, respectively, which are included in the statements of activities under trust programs revenue. The League receives administrative fees from Penn Prime. The agreement provides for an administrative fee based on a percentage of policy premiums written or renewed during the year. The administrative fee percentage was 6% for 2013 and 2012. In 2013 and 2012, the League recognized trust programs revenue of $393,129 and $306,032, respectively, under this agreement. 12

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE NOTES TO FINANCIAL STATEMENTS (CONTINUED) YEARS ENDED DECEMBER 31, 2013 AND 2012 6. Related party transactions (continued): The League receives fees from Penn Prime Workers’ Compensation Trust. The agreement provides for an administrative fee of 6% of policy premiums written or renewed during the year. In 2013 and 2012, the League recognized $339,030 and $435,473, respectively, as trust programs revenue under the agreement. The League received reimbursement from Penn Prime, for loss control and marketing services provided by the League, during the year. These services are incurred as part of the normal course of business for these affiliate organizations. For the year ended December 31, 2013 and 2012, the League recognized $405,302 and $372,709, respectively, as trust programs revenue for reimbursement of expenses incurred related to loss control and marketing. The League receives 100% reimbursement from U-Comp, for marketing services provided by the League, during the year. These services are incurred as part of the normal course of business for these affiliate organizations. For the year ended December 31, 2013 and 2012, the League recognized $63,515 and $59,643, respectively, as trust programs revenue for reimbursement of expenses incurred related to loss control and marketing. The accounts receivable from affiliates consist of the following at December 31, 2013 and 2012: 2013 2012 U-Comp $ 454,370 $ 312,315 MEABT 368 Penn Prime Workers' Compensation Trust 6,685 Penn Prime 12,011 88,410 124,097 $ 590,846 $ 407,410 0 0 13

DRAFT AS OF Draft to be used only for management discussion purposes; engagement is incomplete; 06/06/14 this draft is subject to final review and possible revision. PENNSYLVANIA MUNICIPAL LEAGUE NOTES TO FINANCIAL STATEMENTS (CONTINUED) YEARS ENDED DECEMBER 31, 2013 AND 2012 7. Pension: The League participates in the Pennsylvania Municipal Retirement System (PMRS), a cost-sharing multiple-employer defined benefit pension plan. Actuarially determined contributions were made to the plan, and pension expense for 2013 and 2012 amounted to $87,411 and $95,265, respectively. The League also participates in a 457(b) deferred compensation plan in which the League will match up to 3% of employee’s wages. This amounted to $45,326 and $38,017 for 2013 and 2012, respectively. The League also participates in a 401(A) Money Purchase Plan (the Plan) in which the League contributes additional monies for the Executive Director of the League. Contributions to the Plan amounted to $40,000 in both 2013 and 2012. 8. Tax status: The League has been recognized as exempt from income taxes under Section 501(c)(4) of the Internal Revenue Code; therefore, no provision for income taxes has been made in these financial statements. There were no income taxes due for unrelated business income for the years ended December 31, 2013 and 2012. The League follows the provisions of FASB ASC 740, Income Taxes, to account for uncertainty in income taxes. The League files a Form 990, Return of Organization Exempt from Income Tax, with the Internal Revenue Service. The League is no longer subject to U.S. Federal income tax examinations by tax authorities for years before 2010. 14

PENNSYLVANIA MUNICIPAL LEAGUE DRAFT AS OF 06/06/14 SCHEDULES OF DETAIL EXPENSES YEARS ENDED DECEMBER 31, 2013 AND 2012 Actual 2013 Variance Actual 2012 Variance Draft to be used only for management discussion purposes; engagement is incomplete; favorable favorable this draft is subject to final review and possible revision. Unaudited (unfavorable) Unaudited (unfavorable) budget budget Personnel and fringe benefits: $ 1,350,006 $ 1,410,782 $ 60,776 $ 1,344,975 $ 1,389,554 $ 44,579 Salaries 99,333 102,281 100,123 2,846 Social security taxes 167,068 2,948 97,277 175,097 1,815 Pension 162,811 341,698 321,148 Employee insurance 371,785 6,640 4,257 173,282 6,938 24,382 Workers' compensation 27,258 23,697 (332) Unemployment compensation 6,408 (30,087) 296,766 29,720 2,055,727 2,016,557 (8,996) Operating expenses: 232 7,270 Telephone 2,020,063 64,294 Postage and shipping (2,462) 32,693 Printing Endorsement fees 35,664 1,952,263 Advertising and promotions Dues and subscriptions 27,224 28,043 819 25,353 34,986 9,633 Meetings and travel 17,271 20,371 3,100 19,419 27,168 7,749 Professional service fees 47,303 60,434 13,131 61,047 56,901 (4,146) Training and seminar 20,900 20,900 22,550 20,375 (2,175) Legal fees 0 43,718 (26,746) 44,012 (37,651) 70,464 46,332 5,747 44,652 6,361 1,176 40,585 340,737 33,790 312,102 45,828 (13,246) 306,947 46,625 (35,949) 58,301 298,856 (18,301) 82,574 40,000 1,767 (12) 1,652 379 1,779 45,000 16,065 90,675 2,031 (55,675) 28,935 35,000 653,927 30,845 679,763 (112,257) 623,082 567,506 (continued) 15

PENNSYLVANIA MUNICIPAL LEAGUE DRAFT AS OF 06/06/14 SCHEDULES OF DETAIL EXPENSES (CONTINUED) YEARS ENDED DECEMBER 31, 2013 AND 2012 Actual 2013 Variance Actual 2012 Variance Draft to be used only for management discussion purposes; engagement is incomplete; favorable favorable this draft is subject to final review and possible revision. Unaudited (unfavorable) Unaudited (unfavorable) budget budget Maintenance and supplies expenses: $ 73,700 $ 40,000 $ (33,700) $ 39,255 $ 75,000 $ 35,745 Computer expenses 115,111 108,822 84,216 (20,892) Office/computer supplies 5,593 5,928 (6,289) 105,108 4,805 (646) Office maintenance 15,372 26,210 27,406 3,743 Auto expense 335 5,451 209,776 180,960 191,427 17,950 Physical plant expenses: 10,838 23,663 Utilities - electric, gas and water Insurance (28,816) 173,477 Repairs and maintenance, building Real estate taxes 23,995 28,691 4,696 27,953 32,746 4,793 31,322 25,071 (6,251) 24,109 24,970 861 Interest expense 53,038 22,899 (30,139) 39,793 29,716 Depreciation expense 40,906 41,883 40,271 41,234 (10,077) 977 963 Total expenses 149,261 118,544 (30,717) 132,126 128,666 (3,460) 6,937 16,776 9,839 11,019 19,011 7,992 111,957 218,060 106,103 140,625 135,429 (5,196) 118,894 234,836 115,942 151,644 154,440 2,796 $ 3,121,076 $ 3,243,994 $ 122,918 $ 3,089,273 $ 3,058,596 $ (30,677) $- $- 16

PENNSYLVANIA LEAGUE OF CITIES & MUNICIPALITIES SCHEDULES OF DETAIL EXPENSES BY PROGRAM DRAFT AS OF 06/06/14 YEAR ENDED DECEMBER 31, 2013 Board of National District Legislative Research Marketing General Trust Group Municipal APMM PSATC 2013 directors League operations services and inquiry management Annual programs programs development Total of Cities Commuications and operations convention programs Personnel and fringe benefits: $ 22,262 $ 22,583 $ 17,731 $ 107,325 $ 6,974 $ 55,080 $ 61,872 $ 320,404 $ 72,695 $ 467,655 $ 75,844 $ 17,405 $ 55,620 $ 46,556 $ 1,350,006 Salaries 1,638 1,662 1,305 7,897 513 4,053 4,553 23,575 5,349 34,409 5,581 1,280 4,093 3,425 99,333 Social security taxes 2,025 2,054 1,613 9,763 634 5,011 5,629 69,148 6,613 42,543 6,899 1,583 5,060 4,236 Draft to be used only for management discussion purposes; engagement is incomplete; Pension 6,131 6,219 4,883 88,238 4,792 162,811 this draft is subject to final review and possible revision. Employee insurance 106 107 84 29,555 1,921 15,169 17,040 1,522 20,020 128,791 20,887 82 15,318 12,821 371,785 Workers' compensation 472 479 376 509 33 262 294 7,892 345 2,221 359 369 263 221 Unemployment compensation 9,914 987 6,408 2,275 148 1,168 1,312 1,541 1,608 1,179 29,720 Operating expenses: Telephone 32,634 33,104 25,992 157,324 10,223 80,743 90,700 510,779 106,563 685,533 111,178 25,511 81,533 68,246 2,020,063 Postage and shipping 0 Printing Advertising and promotions 479 131 36 4,147 16 46 1,668 14,301 157 5,482 479 55 227 0 27,224 Dues and subscriptions 2,310 186 416 568 0 509 2,679 Meetings and travel 231 587 0 2,246 13,392 4,368 1,637 1,888 1,525 343 398 444 17,271 Professional service fees 473 0 150 0 3,828 Training and seminar 0 0 0 0 1,201 14,455 177 13,628 637 147 129 47,303 Legal fees 0 21,720 0 8,438 82 2,160 195 36,600 25,083 17,312 - 3,184 - 1,202 45,334 0 19,950 0 0 0 70,464 Maintenance and supplies expenses: 52,878 0 Computer expenses 0 0 0 5,240 00 0 7,840 150 0 0 0 0 0 40,585 Office/computer supplies 0 0 0 0 00 0 Office maintenance 0 0 0 1,002 0 11,694 96,330 - 59,833 3,778 - 255 306,947 Auto expense 25,535 5,706 56,140 58,868 98 12,975 17,934 69,496 0 0 7,838 0 0 0 82,574 Physical plant expenses: 42,148 Utilities - electric, gas and water 1,729 50 0 0 0 0 0 1,779 Insurance Repairs and maintenance, building 17,688 930 0 3,609 0 0 0 28,935 Real estate taxes 129,519 159,043 7,547 106,862 4,813 772 828 623,082 Capital and other expense: Interest expense 0 Depreciation expense 0 0 00 00 7,500 66,200 0 0 0 0 0 0 73,700 Total expenses 1,229 1,413 769 4,674 321 3,221 2,679 64,872 6,536 20,772 3,287 756 2,406 2,176 115,111 73 445 1,327 1,938 92 94 29 228 256 14,596 301 314 72 231 193 5,593 0 0 00 00 0 0 776 0 0 0 0 15,372 1,321 1,507 842 5,119 350 3,449 10,435 146,995 6,837 23,486 3,601 828 2,637 2,369 209,776 0 397 401 315 1,908 125 979 1,100 5,696 1,292 8,313 1,346 307 988 828 23,995 516 524 411 2,490 162 1,278 1,435 7,434 1,686 10,850 1,760 404 1,292 1,080 31,322 874 887 696 4,213 274 2,163 2,429 12,609 2,854 18,362 2,980 684 2,184 1,829 53,038 675 684 537 3,252 211 1,669 1,875 9,708 2,203 14,171 2,299 527 1,685 1,410 40,906 2,462 2,496 1,959 11,863 772 6,089 6,839 35,447 8,035 51,696 8,385 1,922 6,149 5,147 149,261 0 104 106 83 503 33 258 290 2,110 341 2,194 355 81 261 218 6,937 1,846 1,872 1,470 8,900 578 4,567 5,132 26,572 6,029 38,785 6,291 1,443 4,612 3,860 111,957 1,950 1,978 1,553 9,403 611 4,825 5,422 28,682 6,370 40,979 6,646 1,524 4,873 4,078 118,894 34,598 $ 95,964 $ 80,668 0 $ 94,507 $ 97,953 $ 55,881 $ 225,857 $ 12,054 $ 108,081 $ 131,330 $ 851,422 $ 286,848 $ 809,241 $ 236,672 $ $ 3,121,076 $- 17

PENNSYLVANIA LEAGUE OF CITIES & MUNICIPALITIES SCHEDULES OF DETAIL EXPENSES BY PROGRAM DRAFT AS OF 06/06/14 YEAR ENDED DECEMBER 31, 2012 Board of National District Legislative Research Marketing General Trust Group Municipal APMM PSATC 2012 directors League operations services and inquiry management Annual programs programs development Total of Cities Commuications and operations convention programs Personnel and fringe benefits: $ 22,787 $ 44,258 $ 20,069 $ 86,128 $ 9,659 $ 32,342 $ 53,452 $ 281,140 $ 91,462 $ 490,468 $ 86,718 $ 23,001 $ 68,306 $ 35,185 $ 1,344,975 Salaries 1,632 3,213 1,502 6,254 692 2,313 3,846 20,164 6,734 35,432 6,297 1,673 4,971 2,554 97,277 Social security taxes 2,261 4,333 2,012 8,547 951 3,181 5,273 67,814 9,226 48,525 8,611 2,269 6,786 3,493 Draft to be used only for management discussion purposes; engagement is incomplete; Pension 4,984 9,596 4,731 6,939 61,191 5,075 7,835 173,282 this draft is subject to final review and possible revision. Employee insurance 115 223 106 19,162 2,082 159 11,623 1,464 21,189 107,748 19,329 117 15,282 188 296,766 Workers' compensation 554 1,076 488 461 50 786 271 6,834 693 2,619 450 559 354 854 Unemployment compensation 7,270 2,093 235 1,299 2,223 11,923 2,108 1,661 32,693 Operating expenses: Telephone 32,333 62,699 28,908 122,645 13,669 45,720 75,764 438,607 131,527 696,715 123,513 32,694 97,360 50,109 1,952,263 Postage and shipping 0 Printing Endorsement fees 897 266 74 3,628 33 93 1,237 9,314 268 8,175 919 102 347 25,353 Advertising and promotions 757 71 2,681 4,285 1,758 2,743 2,466 605 497 541 19,419 Dues and subscriptions 2,318 225 472 665 21,773 8,929 14,329 11,920 1,868 123 604 61,047 Meetings and travel 363 2,450 20,100 Professional service fees 224 249 405 43,351 22,550 Training and seminar 9,184 82 2,040 256 258 44,012 Legal fees 36,611 22,294 14,611 7,817 499 495 10,299 59,960 9,968 4,178 44,652 45,004 49 124,451 13 285 312,102 Maintenance and supplies expenses: 8,669 50 58,301 Computer expenses 36,317 3,774 58,301 25 13,866 Office/computer supplies 58,773 115 6,840 660 1,652 Office maintenance 1,564 90,675 Auto expense 36,058 Physical plant expenses: 40,050 68,038 15,157 26,235 140,125 185,100 10,918 109,281 12,543 5,158 1,430 679,763 Utilities - electric, gas and water 0 Insurance 2,439 Repairs and maintenance, building 190 39,255 39,255 Real estate taxes 55,150 1,434 1,867 828 3,615 396 1,290 2,629 8,520 20,569 3,671 947 2,939 1,443 105,108 Capital and other expense: 79 171 131 374 32 100 978 540 1,925 376 Interest expense 1,093 20,164 3,499 97 306 152 5,451 Depreciation expense 950 23,663 Total expenses 1,631 1,513 2,038 959 3,989 428 1,390 1,587 115,547 9,060 25,993 4,047 1,044 3,245 1,595 173,477 5,261 0 456 930 403 1,778 201 658 454 5,755 2,160 10,182 1,756 474 1,384 723 27,953 406 786 376 1,552 170 570 5,378 4,995 1,684 8,767 1,567 24,109 806 1,006 365 2,445 304 1,041 5,832 9,291 2,412 2,512 414 1,237 635 39,793 678 1,313 627 2,593 285 952 115,721 $ 8,347 2,815 14,472 2,614 40,271 14,647 581 1,913 1,014 2,346 4,035 1,771 8,368 960 3,221 690 2,063 1,060 28,388 9,071 48,068 8,449 2,159 6,597 3,432 132,126 0 197 370 197 759 80 269 1,783 805 4,209 772 200 613 311 11,019 2,302 4,442 2,124 8,784 966 3,228 32,486 9,511 49,622 8,861 2,335 6,995 3,591 140,625 2,499 4,812 2,321 9,543 1,046 3,497 34,269 10,316 53,831 9,633 2,535 7,608 3,902 151,644 50,975 $ 119,968 $ 60,468 0 $ 78,741 $ 141,622 $ 49,116 $ 203,318 $ 16,218 $ 60,668 $ 756,936 $ 345,074 $ 835,525 $ 254,923 $ $ 3,089,273 $- 18

Pennsylvania Municipal League BOARD ACTION BRIEFING SUMMARY SUBJECT: Bylaws Committee Report I. Action To Be Considered By Board of Directors Approve Bylaws Committee Report. Reported by the Chair William McLaughlin, Councilmember, Chambersburg II. Reason Why This Issue Needs Board Consideration Board policy matter. III. Current Policy or Practice Same IV. Other Background Information V. Impact on League Budget/Finances None VI. Staff Recommendations Approval ATTACHMENTS: Report, Bylaws Amendment, and Original Bylaws 06/17/14

BYLAWS COMMITTEE CONFERENCE CALL THURSDAY, JUNE 5, 2014 10:00 A.M. Present: Bill McLaughlin, Councilmember, Chambersburg Chair Elizabeth Goreham, Mayor, State College Kathy Kane, Controller, Wilkes-Barre Absent: William Peduto, Mayor, Pittsburgh Dennis Scarpinitti, Municipal Clerk, New Kensington Staff: Rick Schuettler, Executive Director John Brenner, Deputy Executive Director The meeting was called to order at 10:05 a.m. and a quorum recognized. Staff outlined the proposed Bylaw amendment and the purpose of which is to provide future flexibility to change the dates of the Annual Conference by striking “in the summer” in ARTICLE VIII – ANNUAL CONVENTION; Section 1. Following discussion a motion was made by Mayor Goreham, seconded by Controller Kane, to remove “in the summer” from ARTICLE VIII – ANNUAL CONVENTION; Section 1. The motion was unanimously approved. There being no further discussion the committee adjourned at 10:25 a.m. on a motion by Mayor Goreham and seconded by Controller Kane. Motion carried unanimously.

Section 2. COMPOSITION OF COMMITTEES. No standing committee of the League shall have less than five (5) members and shall not have an even number of members. Section 3. CREDENTIALS COMMITTEE. The credentials committee shall have the power to determine the right of any member municipality to be represented at the annual convention of the League, as well as the right or qualification of any person to act for or on behalf of a qualified member municipality at such convention. Section 4. FINANCE AND BUSINESS DEVELOPMENT COMMITTEE. The committee shall review the budget prepared by the executive director, and submit for approval of the board of directors, a budget appropriating such sums as may be proper within the purpose of the League, to be used throughout the ensuing year for the proper expenses of the League. The committee shall also review any proposals for development of League business programs submitted by the executive director and recommend such actions by the board of directors as the committee deems appropriate. SECTION 5. LEGISLATIVE COMMITTEE. The committee is charged with the responsibility to review policy issues confronting local government, and implementing the goals/objectives of the League's legislative program before the State General Assembly and administration, as well as the Congress and Federal Government, when necessary. The committee also serves as a committee of the whole working with the League's 'key' legislative contact network to coordinate the 'grassroots' lobbying effort on legislative issues. The committee shall have the following responsibilities, and any others, as may from time to time be directed by the board of directors and/or executive director. a. Participate to such extent as may be necessary in connection with legislation proposed or existing before the state and national legislative assemblies for the purpose of promoting the objectives of the League, or to safeguard its interests and activities and those of its members. b. Interpret and/or develop recommended League policy in regard to policy issues and/or existing or proposed legislation. Where no policy exists, make recommendations to the board of directors for the necessary policy changes. c. Prepare or supervise the preparation of proposed bills implementing those policies approved by the League. d. Do such other things and perform such other duties as are within the scope of the committee, whether specifically enumerated herein or not. The general control of the committee shall be determined by the board of directors. SECTION 6. BYLAWS COMMITTEE. It shall be the duty of this committee to review the bylaws from time to time as may be required, and to make recommendations for amendments that would enable the affairs of the League to be handled with greater ease and efficiency. ARTICLE VIII - ANNUAL CONVENTION Section 1. ANNUAL MEETING. The League shall hold an annual meeting at least once in each year, in the summer, to be held at such place and time as the board of directors may fix. a. At the annual meeting of the League, the order of business shall be as follows: (1) Roll Call (2) Reports of Officers (3) Reports of Executive Director (4) Reports of Standing Committees (5) Reports of Other Committees (6) Addresses, papers, and discussions (7) Election of Officers and Directors-at-Large (8) Other Business (9) Adjournment b. PARLIAMENTARY AUTHORITY. Robert's Rules of Order (revised) shall govern and control the actions and deliberations of the League assembled in convention. Section 2. REPRESENTATION. Each member municipality shall be entitled to representation at the annual convention by its elective and appointive officers and employees. Section 3. QUORUM. The presence of the appointed delegates representing a majority of the member municipalities registered at the annual convention shall constitute a quorum. 5

PENNSYLVANIA MUNICIPAL LEAGUE BYLAWS ARTICLE 1-ORGANIZATION Section 1. NAME. The name of this Association shall be \"Pennsylvania Municipal League” (the League). Section 2. PURPOSE. The purpose of this League shall be to do all those things necessary and proper to create an environment in which Pennsylvania's core communities and like municipalities can survive and prosper; the improvement of the administration of the municipalities of this Commonwealth; the promotion of beneficial and remedial legislation which may be deemed necessary and essential for the advancement and protection of the interests of the inhabitants of the municipalities of the Commonwealth in matters of state-wide concern; the promotion and fostering of a maximum degree of home rule in all matters involving municipal administration; and providing for the discussion and interchange of any and all topics and ideas relating to the welfare of the municipalities of this Commonwealth and to the administration of their government; to provide for the dissemination of this information to the various municipalities of the Commonwealth and to the Legislature of the Commonwealth of Pennsylvania. ARTICLE II-MEMBERSHIP Section 1. ELIGIBILITY. All the cities, home rule municipalities, and other like municipalities of the Commonwealth of Pennsylvania which are defined by said laws shall be eligible for membership herein. The board of directors shall have the power and authority to approve membership, create other classifications of membership, establish dues schedules, or nullify memberships. Section 2. PROCEDURE AS TO BECOMING MEMBERS. Municipalities petitioning for membership herein shall apply in writing to the executive director stating that the applicant’s interests are consistent with the policies of the Pennsylvania Municipal League. Section 3. ANNUAL DUES. Except as otherwise provided in this section, the annual dues to be paid by each member municipality shall be determined as described below. Between 1999 and 2002, the league conducted a phase-in to a new population based dues formula in lieu of the original tax revenue method. Under the population method, member annual dues shall be determined by multiplying the member's total population as provided by the U.S. Census Bureau for the most recent year by a rate to be determined by the board of directors at the September meeting. The dues assessed to a city of the first class shall be 175% of the average of dues payable by the cities of Allentown and Erie for the calendar year. The dues assessed to a city of the second class shall be 150% of the average of the dues payable by the cities of Allentown and Erie for the calendar year. Dues shall be payable on or before the first day of February of each year for the current year, but may be paid in two equal installments, one on or before February 1st and one on or before July 1st of each year. In the event of extreme and demonstrable financial hardship, the chief executive official of the member municipality may request the board of directors approve payment of dues on a quarterly basis for the current or any lapsed prior dues years, without loss of any membership benefits. Failure to pay said dues for a period of 90 days after the last installment becomes payable, shall result in a suspension of the privileges of membership of the defaulting member municipality until said dues are paid. Section 4. WITHDRAWAL - SUSPENSION. A member municipality wishing to withdraw from membership in the League may do so by forwarding to the executive director a letter stating that it is withdrawing. The membership there upon ceases, provided, however, that the member municipality shall be liable for all unpaid dues including dues for the full year which the member municipality was suspended for non-payment of dues, or which said member municipality owed at the time of its formal withdrawal as stated in Section 4 thereof. However, the board shall have the authority to waive, in extraordinary cases, back payment of dues as outlined in Section 4 upon a member municipality's application to reinstate membership. ARTICLE III-OFFICERS Section 1. ENUMERATION AND QUALIFICATION OF OFFICERS. The officers of this League shall be a president, a first vice president, a second vice president, a secretary/treasurer. a. Each of the officers with the exception of the office of secretary/treasurer shall be an elected municipal official and be eligible to serve for a complete, one-year term of office. b. There shall be only one officer from any one member municipality. c. The officers shall be elected each year at the regular annual meeting, with the exception of the office of secretary/treasurer which shall be held by the executive director of the League. Section 2. TENURE. Officers shall hold office upon taking the oath of office at the business meeting of the annual convention and until the succeeding business meeting of the annual convention, or until their respective successors are elected and take office. Section 3. PRESIDENT. The president shall preside at all annual general meetings of the League and of those of the board of 1

directors. He/she shall appoint all committees except as otherwise herein provided. He/she shall decide all questions of order. He/she shall have such other powers and perform such other duties as are incumbent upon his/her office. Section 4. FIRST VICE PRESIDENT. The first vice president shall perform all the duties and have all the powers of the president in case of the absence of the president from meetings or inability of the president to perform the duties of the office. If the office of president becomes vacant, the first vice president shall become president for the unexpired term. Section 5. SECOND VICE PRESIDENT. The second vice president shall perform all the duties and have all the powers of the first vice president in the event of his/her absence from meetings or the inability of the first vice president to perform the duties of the office. If the office of first vice president becomes vacant, the second vice president shall become first vice president subject to the approval of the voting delegates at the annual business meeting at the annual convention. The second vice president shall perform the functions and duties involving the representation of the Pennsylvania Municipal League as directed from time to time by the president. Section 6. DISQUALIFICATION. If an officer ceases to be a municipal official before his/her term of office in the League expires, or in the event the member municipality by whom the officer is employed withdraws or is suspended from the League, the office held by such officer shall be deemed vacated. Section 7. FILLING OF VACANCIES. When any office is vacated, the board of directors may appoint an eligible municipal official for the unexpired term. ARTICLE IV - BOARD OF DIRECTORS Section 1. DIRECTORS. The board of directors shall consist of members in good standing, namely: the officers of the League, a president, first vice president, second vice president, and executive director as secretary/treasurer; six (6) district directors, namely one (1) elected by each of the six (6) districts of the League; at the discretion of the officers and by ratification of the Board of Directors no more than eight (8) nor less than four (4) at-large directors elected by the delegates assembled at each annual convention of the League or appointed by the Board of Directors ;and the appointed directors, namely the chair and co-chair of the legislative committee (who shall not be the president or first vice president) and the chair of the home rule network appointed by the president; the mayors, or their appointees, of municipalities of 70,000 in population or greater and past presidents, at their option, who are elected officials of a member municipality. Additionally, any municipal official who is a member of the Board of Directors or Advisory Council following completion of his/her term on the Board of Directors of the National League of Cities shall serve as a member and any chief appointed official, subject to the limitations as set forth herein, shall be eligible to serve as a member. a. TENURE/QUALIFICATIONS. The term of all directors, except at-large directors, mayors or their appointees from municipalities of 70,000 in population or greater and past presidents, shall be one year and shall commence upon election at the business meeting of the annual convention or upon appointment, in the case of appointed directors, and shall end at the succeeding business meeting of the annual convention. At-large directors shall serve two year terms with elections taking place on even numbered years. When selecting at-large director candidates consideration shall be given to the diversification of the board make-up, the geographic balance on the board and the variety of elected and appointed offices held by board members. The appointees from the municipalities of 70,000 in population or greater shall hold office at the will of the mayor of their respective municipalities. Past presidents may serve for as long as they hold elected municipal office. A municipal official who is a board member of the National League of Cities or member of Advisory Council following completion of his/her term on the National League of Cities Board of Directors shall serve on the board of the Pennsylvania Municipal League concurrent with the term as a National League of Cities' Board member or Advisory Council. The chief appointed official of a member municipality who serves at the pleasure of the appointing governing body. b. The president shall be the chair of the board, and the executive director shall be the chief executive officer and the secretary/treasurer of the board. The executive director, as hereinafter defined, shall be an ex officio member of the board of directors and shall not be entitled to vote on any matters before the board. c. Each officer shall be an elected municipal official. Section 2. AUTHORITY. The powers and duties of the board of directors, except where modified by these bylaws, shall be those specified by the non-profit corporation laws of Pennsylvania. Section 3. MEETINGS. The newly-elected board of directors shall meet as often thereafter as the president may direct on five (5) days written notice. No written notice of the meeting following the close of the annual meeting of the League need be given to the directors. Notice of all other directors' meetings may be waived by unanimous consent of the board of directors. Section 4. QUORUM AND VOTING. A majority of the board of directors as determined by its composition following elections at the annual business meeting of the PML Convention, and where appropriate, the National League of Cities' Congress of Cities shall constitute a quorum for the purpose of transacting business. Upon any vote, a majority of the board of directors present and voting shall prevail. Section 5. EMERGENCY POWERS. Whenever the annual meeting of the League cannot be held, due to the nation being engaged in war, or other national emergencies or restrictions being placed on travel by any federal or state legislative body or agency, the governmental, legislative, and all other powers, functions, rights and duties or the delegates in convention shall be exercised by the board of directors until such meeting can be held. In the event annual meetings are thus not held, the board of directors shall meet at least once a year. 2

Section 6. DISQUALIFICATION. If a director ceases to be a municipal official before his/her term of office with the League expires, or in the event the member municipality submits a letter to the executive director removing the chief appointed official serving as director or in the event the director's member municipality withdraws or is suspended from the League, the office held by such director shall be deemed vacated. If a director is absent for more than fifty percent of the quarterly meetings in any one year following the convention, the office held by the director shall be deemed vacated upon the review and recommendation of the executive committee and the concurrence of the board of directors. Section 7. FILLING OF VACANCIES. The remaining members of the board of directors shall appoint an eligible municipal official to fill the vacancy of a director-at-large on the board. When the vacancy is created by the board member from a municipality of 70,000 in population or greater, the vacancy shall be filled by the mayor. When the vacancy is created by a district director, the vacancy shall be filled by the alternate district director. If the alternate refuses to serve as the district director, the officers of the district shall name an interim director. The president shall fill a vacancy of the chair of the legislative committee, the chair of the policy research and development committee and the chair of the home rule network on the board. ARTICLE IV -A - EXECUTIVE COMMITTEE Section 1. APPOINTMENT. An executive committee may be appointed at the president's discretion to provide organizational history and continuity with decision-making responsibilities and to function as an extension of the full board of directors. Section 2. COMPOSITION. The committee shall consist of the president as chairperson, the officers and board seated past presidents and the mayors, or their appointees, of municipalities of 70,000 in population or greater and the legislative co-chairs. Section 3. RESPONSIBILITY. The committee shall have the authority and the responsibility to meet as needed to review and act upon pressing issues of a League management or legislative nature in a manner consistent with the mission, purpose and policies of the Pennsylvania Municipal League. The committee shall fulfill the responsibility of the finance and business development committee, and any other, standing or ad-hoc committee or executive policy responsibilities as may become necessary. The president shall, for the purpose of ratification, brief the board of directors on interim actions of the executive committee at regularly-scheduled meetings of the board of directors. Minutes of the executive committee shall be forwarded to the board of directors. Section 4. DISQUALIFICATION. If a committee member ceases to be a municipal official or in the event the member municipality by whom the committee member is representing ceases membership, the position held by such member shall be vacated. The president shall have the authority to replace the position by appointment of a member of the board of directors to complete the term. ARTICLE V -EXECUTIVE OFFICE Section 1. EXECUTIVE DIRECTOR. The office of executive director shall be a full-time position. His/her salary shall be fixed by the board of directors. He/she shall be elected by a favorable vote of not less than eight (8) members of the board of directors for a term not exceeding two (2) years and shall continue in said office thereafter from year to year so long as his/her services are deemed satisfactory. The duties of the executive director shall be: a. To direct, supervise and put into effect all policies recommended and formulated by the board of directors. b. To act as the chief lobbyist, spokesperson, and publisher. c. To coordinate, administer, manage and direct the overall business administration of the League, including all of its departments, agencies, subsidiaries and affiliated organizations, by whatever name they may be known, or may hereafter be established and created. d. To act as secretary of the League, to perform all of the duties and have all of the powers of a secretary of a non-profit corporation, and to keep accurate minutes of the proceedings of the League and the board of directors. e. To act as treasurer of the League exercising all the powers of a treasurer of a nonprofit corporation in the performance of duties as follows: • To personally inspect all financial accounts and records of the League. To have the records and accounts audited annually by a certified public accountant and to present a complete audit to the board of directors for approval. • To designate two members of the staff, in addition to himself/herself, who are authorized to sign checks requiring two of these signatures on all checks written against League accounts. • To render a statement of the League’s receipts, expenditures and financial position at each meeting of the board of directors, at the annual meeting and at any other time which the board of directors may require. • To establish, maintain, and approve the financial accounts, transactions and records of the League, and all contracts, legal instruments, or amendments thereto binding the League. To receive, deposit and disburse all funds of the League. To execute all contracts, legal instruments, and any amendments thereto binding the League, and to countersign or cause to be countersigned all checks in payment of League bills. To prepare an annual budget for review of the finance and business development committee and the approval of the board of directors. To obtain such surety bond as the board of directors shall require and the premiums therefore shall be paid by the League. 3

f. To appoint, supervise, and promote, the employees, one of whom shall be temporarily in charge in the Executive Director’s and the Deputy Executive Director’s absence. Where necessary, to discharge the various employees of the League subject to the personnel policy and to report promptly to the board on any such actions. g. To generally do any and all acts necessary or appropriate to carry out the purpose and intent of this section, whether herein specifically enumerated or not, and to perform such other duties as may be directed and required by the board of directors, the annual convention, or by these bylaws. Section 2. Deputy Executive Director. The Executive Director shall employ a Deputy Executive Director to assist with the implementation and administration of the duties and the responsibilities as outlined in section 1 –Executive Director, Article V – Executive Office. Section 3. Executive Director Emeritus – by motion of the President and the concurrence of the Board of Directors, the emeritus title shall be conferred upon a retiring Executive Director. The Executive Director Emeritus shall, as is practicable, be available in person or by conference call to provide advice and counsel, upon request, to the President, Executive Director, and/or Board of Directors. ARTICLES VI - DISTRICTS Section 1. PURPOSE AND ASSIGNMENT. The member municipalities comprising the membership of the League shall, for the purpose of assisting the League in carrying out its purposes and policies, be assigned by the board of directors to the following listed districts in the state, arranged as nearly as possible in geographical order: Southeast District Northeast District Southwest District Northwest District Southcentral District Northcentral District The board of directors is authorized to reassign member municipalities to other districts or upon request in writing received from the governing body of a member municipality. Section 2. MEETINGS. Each district shall meet at least once each year. Copies of meeting notices and minutes of meetings shall be forwarded to the League office within twenty (20) days after each meeting. At any meeting of a district, each member municipality in good standing under Article II, Section 3 of these bylaws, shall be entitled to representation by any elective or appointed officer or officers as the council of such member municipality may designate except in a mayor council form of government where the delegate shall be appointed by the mayor, and, unless otherwise provided by Rules of Procedure not inconsistent with these bylaws adopted by such district, voting at such meetings shall be in accordance with the provisions of Article VIII, Section 4 of these bylaws. Section 3. ELECTIONS. At a meeting to be held, if possible, at least thirty (30) days prior to the annual convention of the League, each district shall elect a chair, a secretary and a representative to the board of directors of the League. It shall also elect an alternate representative to the board of directors of the League, who shall perform all the duties and have all the powers of the district representative to the board of directors in the case of absence, resignation, or ineligibility of such district representative from participation in meetings of the board of directors. Further, in the event that the district representative to the board of directors is not able to complete a full, one-year term of office, the alternate, if able to complete a full one-year term, shall assume the position of a non-voting ex officio district representative. The representative shall attend, for the purpose of board orientation, meetings of the board of directors, in conjunction with the outgoing district board representative. At the same meeting, such district may elect such other officers as it may deem necessary for the efficient operation of the district. Each district shall adopt any and all rules and regulations it may feel proper, so long as they are not inconsistent with these bylaws or the purpose or policies of the League. Section 4. DISQUALIFICATION. If before any meeting of a district the executive director shall notify the district chairman in writing that a member municipality of the district is delinquent in the payment of its dues, no representative of such member municipality shall be eligible to attend such meeting or to be a candidate for any office in the district or to be the representative of the district to the board of directors of the League. Section 5. MEETINGS CALLED BY PRESIDENT. The president of the League shall have the power and authority to call a meeting of any district, upon failure of the chair of such district to call a meeting within fifteen (15) days after being requested to do so in writing by the president of the League. ARTICLE VII - COMMITTEES Section 1. COMMITTEES. The president shall appoint the following standing committees: a. Credentials b. Finance and business development c. Bylaws d. Legislative Members of standing committees shall serve until the president appoints their successor. Members of temporary committees, including the nominating committee, and resolutions committee shall serve until their duties are completed. The president shall appoint all committees as deemed necessary and define their duties. He/she may appoint committee chair(s) or authorize the committee(s) to elect a chair(s) from among its/their members. The executive director shall be eligible to serve as the chair of the legislative committee. 4