CONSTITUTION AND BY-LAWS OF
THE HISTORICAL SOCIETY OF PERRY COUNTY, INC.
aka
ARTICLE I NAME OF ORGANIZATION
The
name of this organization shall be called “The Historical Society of Perry County
Inc.” or “The Perry County Historical Society Inc.”
ARTICLE II
PURPOSE
This
corporation is organized and shall be operated exclusively for charitable
purpose in the public interest within the meaning of Section 501 (c) (3) of the
Internal Revenue Code of 1986 or the corresponding section of any further
Internal Revenue Law of the
To stimulate community pride in
To educate and inform citizens on topics of interest and importance to
the development and preservation of history in
To organize, sponsor and coordinate activities and events that promote
the history of
In furtherance of the forgoing, the Corporation may request, receive,
hold and use contributions, gifts, or
grants made available for such purposes by federal, state or local governments
or any private corporation, association, foundation organization or
person. No profits or revenue derived
from acts of this Corporation shall be used or applied for the personal benefit
of any Director, Officer or Member of this Corporation.
ARTICLE III MEMBERSHIP
SECTION
1: General Membership in the
Historical Society of
Membership
shall be terminated for non-payment of dues, automatically, if payment is not
received by March 31 of the following year for which the last dues were paid.
SECTION 2: Junior Membership Any student under the age of 18 can join the
society as a Junior member for a reduced annual fee as specified by the Board
of Directors.
SECTION 3: Life Member Any person or organization may become a life
member of the society by paying the current life membership fee specified by
the Board of Directors or making a contribution of money or artifact of equal
or greater value than the life membership fee specified by the Board of
Directors.
SECTION 4: Voting Quorum Only members with current paid dues shall be
entitled to one vote at meetings of the members. Only Members
present can vote. The members
present shall constitute a quorum at meetings of the members.
SECTION 5: Annual Meeting There shall be an annual meeting of
the general membership during the month of May of each year for the purpose of
electing Directors, officers and the transaction of any other business that may
properly come before the meeting. The
Secretary of the corporation shall provide written notice of the annual meeting
to all Members at least 30 days prior to
the meeting.
SECTION 6: Member Meetings
Meetings for the general membership shall be held during the months of
February, May and November of each calendar year at a time and location established
by the Board of Directors. All members
will be notified by mail, stating time and place, at least 30 days prior to the
meeting. Additional General Member
Meetings may be scheduled, as needed by the Board of Directors.
ARTICLE IV BOARD OF DIRECTORS
SECTION
1: Number and Qualifications The membership of the board shall consist of
nine (9) members with currant paid dues.
SECTION
2: Election and Term Directors
shall be elected for a three year term with three (3) members being elected each
year. The Nominating Committee shall submit to the membership at the annual
meeting in May a slate of candidates for the Board of Directors.
SECTION
3: Vacancies on the Board The Board of Directors shall have the power
to remove from office, for good reason, a member so elected, by majority vote
of the Board present at any meeting. Any
Board member may resign by submitting notification of such action in writing to
the President or Board of Directors. If
any member of the Board fails to attend (3) three consecutive meetings, without
a valid reason, the Board may declare
that position vacant. All vacancies
which may occur in the Board of Directors shall be fill by the Executive
Committee to serve until the next election.
SECTION
4: Quorum Six (6) members of the Board of Directors
shall constitute a quorum and a majority of those present shall be empowered to
act for the Board of Directors. If a
quorum shall not be present at any meeting, the meeting shall be adjourned to
another date and time to be set by the President.
SECTION 5: Board of Directors Meetings Regular meetings of the Board of Directors shall
be held the last Monday of every months of the year at
a)
any regular
member of the Society may attend any meeting of the Board of Directors and may
express his/her opinion on any subject but shall not be entitled to vote on any
issues.
b)
Special
meetings of the Board of Directors may be held at the call of the President or
by the written request of Five (5) Directors to the President.
SECTION 6): Duties The Board of Directors shall be responsible
for all activities relating to the real estate property and contents owned or
held by the Society. Also, review and
establish annual dues at the September meeting each year.
ARTICLE V OFFICERS
SECTION
1: Line Officers The officers of
the Society shall consist of : President, Vice President, Secretary, and
Treasurer. These officers constitute the
executive committee of the society. If
any of the offices become vacant, for any reason, the office may be filled by
the executive committee to be served until the next election.
SECTION
2: Election and Terms Officers shall be elected at the annual
general membership meeting each year.
The Nominating Committee shall submit to the membership at the annual
meeting in May a slate of candidates for Officers.
SECTION
3: OFFICER DUTIES
a) PRESIDENT The President must be a member of the Board
of Directors and shall be considered the Chief Executive Officer of the Board
of Directors. The duties of the
President shall include:
* Preside at all meetings of the
Corporation Members and Directors and shall be an ex-officio of all committees.
* Present an annual report on the work of
the organization over the past year at each annual meeting
* Appoint all committees and chairpersons
from the membership and the Board of Directors.
* See that all books, reports,
certificates, etc. as required by law are properly kept and filed.
* Authority to sign legal documents.
b) VICE PRESIDENT The duties of the Vice President shall include:
* perform the duties of the President in
the event of the President’s
absence or disability.
* shall assist the President in such duties
as the President shall
assign.
c) SECRETARY The duties of the Secretary shall include:
* perform all such duties as are usual and
incident of such office.
* be responsible for keeping attendance
records and taking minutes
at
Board meetings and advising the President of 3 consecutive
absences of any Director.
* maintain a list of persons
holding keys to properties maintained by
the society and safe deposit box.
d) TREASURER The duties of the Treasurer shall include:
* keep a record book of all receipts and
expenditures of the
Society.
* receive all membership dues and other
income of the Society.
*
keep an up to date list of the membership.
* maintain a checking account in the name
of the Society in a bank
doing business in
* make payments of expenditures and
investments.
* rent a safe deposit box in such bank and
keep therein all papers
and documents evidencing such investments and the title papers
for property of the Society and other important papers.
* submit, upon request, to a duly appointed
auditing committee, or
the
Board of Directors, any documents relating to the financial
transactions of the Society.
* Pay all outstanding invoices only after
they have been approved
by
the President or the membership.
* Submit an summary report of income and
expenses at each
meeting.
ARTICLE VI FINANCIAL ADMINISTRATION
SECTION
1: Bonding
All persons having access to or major
responsibility for the Society’s money and securities shall be bonded.
SCETION
2: Checks
All checks shall be signed by the
Treasurer, President or Vice President but only during the time there are
fulfilling the duties of the President.
All such persons shall be bonded.
ARTICLE VII DISPOSAL OF ASSETS
SECTION 1: No project, asset, item or fund
of the Society shall ever be directed to personal gain or benefit of any member
or other individual, nor shall they ever be used for political purpose.
SECTION 2: In the event of the dissolution
of the Society, no asset, item or fund of the Society shall be directed to any
member, group of members, other individuals or group of individuals for the
personal use or benefit. All assets or
funds shall be disposed only to duly constituted organization or society of
similar purpose or objective at the direction of the Board of Directors.
ARTICLE VIII INDEMIFICATION AND LIMITATION ON DIRECTORS
MONENTARY LIABILITY
SECTION 1: Every person who is or shall be
or shall have been an officer, director, employee, agent or other representative
of the Society, or a personal representative of any of the foresaid, shall be
indemnified by the Society to the fullest extent allowed by law.
SECTION 2: The Society may purchase and
maintain insurance on behalf of the a foresaid persons to the extent authorized
by law.
SECTION 3:
A Director shall not be personally liable for monetary damages for any action taken, or for any
failure to take action, as a director, unless (a) the director had breached of
failed to perform the duties of his or her office under Section 8363 of Title
42 (Judiciary and Judicial Procedures) of the Pennsylvania Consolidated
Statues, and (b) the breach or failure to perform constitutes self dealing,
willful misconduct, or recklessness. The
By-Law shall not apply to the responsibility or liability of a director
pursuant to any criminal statute or to the liability of taxes pursuant to
local, state, or federal law. No
amendment to or repeal of this By-Law shall apply to or have any effect on the
personal liability for monetary damages of any director for, or with respect
to, ant actor omission of such director occurring prior to such amendment or
repeal.
ARTICLE IX PARLIAMENTARY
AUTHORITY
Robert’s
Rules of Order, Revised, shall be the parliamentary
authority governing the meetings
of the Society, the Board of
Directors and all Committees.
ARTICLE X AMENDMENTS TO TH BY_LAWS
SECTION
1: Modifications to By-Laws Any member or
organization may propose
modifications to the by-laws. Proposed
changes must be submitted in writing to the Board of Directors. The Board of Directors will review the
changes and decide if the recommendation change should be brought before the
full membership.
SECTION 2: All members of the Society shall
be notified in writing of the changes along with the time and place the vote
will be taken at least 30 days prior to the vote.
SECTION 3: The amendments to the by-laws
will become effective immediately upon approval of the membership of the
Society.
SECTION 4: A review of the by-laws shall be performed, by a review
committee, at least every five (5) years or less as circumstances change.
Submitted to the Board of Directors this 28th day of December, 2004.
By the Committee on Revision of the
Constitution and By-Laws.
Dave Taylor
Sandra Gusler
Carl Tressler
Submitted to the Board of Directors with recommendation of approval, to
membership of the Society at the next general membership meeting.
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