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PAXTANG
HISTORICAL SOCIETY (P.H.S.)
BY-LAWS
Article I
(Location)
The Paxtang
Historical Society, hereafter referred to as PHS, is located at the Paxtang
Borough Municipal Building, 3423 Derry Street, Harrisburg, PA 17111.
Article II
(Purpose)
The purpose
of the Society is to record and preserve the history of Paxtang using
archival standards, procedures, and methods. The society will engage in
architectural historical advocacy.
Article III
(Membership)
To qualify
as a member of PHS an individual must have an interest in Paxtang and pay
the annual fee or lifetime fee. The fee schedule shall be $5.00 annually for
an individual, $10 annually for a family (two adults and any children under
the age of 18), or a onetime fee of $50.00 for a lifetime membership. Only
qualified members will have voting rights.
Article IV
(Officers and duties of office)
Officers
will be elected to two-year terms by a majority of members (in good
standing) present at the Annual Meeting. The same person may hold no more
than two offices simultaneously. Officers shall have the right of
succession. The officers will be:
President: chief executive officer of the Society. S/he will preside
at all meetings of the Directors and the general membership. S/he will see
that all orders of the board are carried into effect, and shall be an
EX-OFFICIO member of all committees. Upon one weeks prior notice, the
President may call a meeting of the Board of Directors at anytime. The
President will have the authority to sign checks and documents. The
President has the authority to appoint and/or dissolve committees as
necessary.
Vice-President: the Vice-President shall perform the duties of the
President in the absence of the President.
Secretary: shall attend all meetings of the Board and general
membership, and act as clerk thereof. S/he will record all votes and
minutes, which shall be kept in a book that is the property of the Society.
The minutes of the previous meeting will be distributed to all members of
the Board and members present at the following meeting.
Treasurer: shall have custody of the funds of the Society and shall
keep full and accurate accounts in books belonging to the Society. S/he
shall collect and disburse the funds as directed by the Board and shall
render an account of the financial condition of the organization at all
general membership meetings or as ordered by the Board. The treasurer will
have the authority to sign checks. In September s/he will be responsible for
an annual outside audit of the books. S/he shall be responsible, as
necessary, for communication with the IRS.
Article V
(Board of Directors)
The seven
Directors, chosen by appointment of the President, shall manage the business
and affairs of the Society. Members of the Board are expected to perform his
or her duties as a member of any committee of the Board upon which he or she
may serve, in good faith, in a manner he or she reasonably believes to be in
the best interest of the Society, and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use
under similar circumstances.
A director shall not be personally liable for monetary damages for any
action taken, or any failure to take any action, unless (a) the director has
breached or failed to perform the duties of his office as defined above, and
(b) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
Directors
will be appointed for three-year terms, except for the first four
appointments. In order to create a staggered flow of succession, the
president and vice-president will serve for one year, and then can be
re-appointed for a three-year term; the secretary and treasurer will each be
appointed for a two-year term. From that time on, all appointments will be
for the full three-year term. A director may have the right of succession.
The number of Directors may be changed, as necessary, by a 2/3 vote of the
members present at the Annual Meeting.
Article VI
(Vacancies)
Any officer
or director may resign at any time upon written notice to PHS. The Board of
Directors may declare vacant an Officer or a Director who has been
judicially declared of unsound mind or who has been convicted of an offense
punishable by imprisonment for a term of more than one year, or if, within
60 days after notice of his or her selection, the director does not accept
the office either in writing or by attending a meeting of the Board of
Directors.
Vacancies in the Board of Directors shall be filled by appointment of the
President. If a Director is absent from three (3) consecutive Board of
Director Meetings, s/he will be deemed inactive and a new Director will be
appointed to fulfill the position.
If the Office of President, Vice-President, Secretary, or Treasurer is
vacant, the Board, by a quorum vote (3), may elect an individual to complete
the unexpired term of the vacant office.
Article VII
(Fiscal year/Annual Meeting)
Meetings
for the general membership of the PHS will be scheduled, as needed, on the
first Monday of the month; special meetings may be called for specific
purposes as necessary. The fiscal year will extend from September 1 to
August 31. The annual meeting will be held on the first Monday in October.
Article
VIII
(Amendments)
The Bylaws
of the Paxtang Historical Society may be adopted, amended or repealed by a
two-thirds vote of the members present at a general membership meeting. At
least ten (10) days prior to the meeting when the vote will take place, a
notice must be distributed to all members in good standing. A change in the
fee structure of the Society may be amended by a two-thirds vote of the
members present at an Annual Meeting.
Article IX
(Political Activities)
At no time
will the PHS engage in any lobbying or political activities of any kind.
Article X
(Dissolution)
If, for any
reason, the Society is dissolved, all the collections and supplies,
including monies will be transferred to the Historical Society of Dauphin
County.
Completed:
June 17, 2002.
Adopted: October 7, 2002
Amended October 4, 2004, October 6, 2008
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