The Historical Society of East Pennsboro By-Laws

Article I: Name

The name of this organization shall be the “Historical Society of East Pennsboro”, hereinafter referred to as the “Society”.

Article II: Purpose

The Historical Society of East Pennsboro is a non-profit, all volunteer educational and historical organization dedicated to the preservation and interpretation of East Pennsboro Township’s heritage, landmarks, and artifacts.  It’s purpose and objectives shall be:

  1. to educate the public regarding the history of East Pennsboro Township;
  2. to help interpret and understand the township’s stategic and historic importance upon local, statewide, national, and world affairs;
  3. to collect and preserve, for educational purposes, any significant relics, artifacts, and documents relating to East Pennsboro’s history;
  4. to foster greater awareness, interest, friendship, and pride in East Pennsboro Township and the communities which share its history.

Article III: Incorporation/Organization

Section 1.  Said corporation/organization is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations under Section 501(C)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

Section 2.  No part of the net earnings of the corporation/organization shall insure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons, except that the corporation/organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance in Section 501(C)(3) purposes.  No substantial part of the activities of the corporation/organization shall not participate in, intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 3.  Nothwithstanding any other provision of these articles the corporation/organization shall not carry on any other activities not permitted to be carried on: (a) by a corporation/organization exempt from Federal income tax under Section 501(C)(3) of the Internal Revenue Code (or corresponding section of a corresponding section of any future federal tax code) or: (b) by a corporation/organization contributions to which are deductible under Section 170(C)(2) of the Internal Revenue code (or corresponding section of any future tax code).

Section 4.  Upon dissolution of this corporation/organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(C)(3) of the Internal Revenue Code, i.e. charitable, educational, religious, or scientific, or corresponding section of any future Federal tax code, or shall be distributed to the Federal Government, or to a state or local government for a public purpose.

Article IV: Membership and Dues

Section 1.  Membership in this Society shall be open to all persons desirous of supporting its purpose and objectives.

Section 2.  Annual dues shall be determined by the Board of Directors.  Dues shall be payable annually upon notification by the Membership Chairman.

Section 3.  Joint membership may be held by husband and wife, or other household entities; however in any situation involving voting rights, only one vote may be cast for each paid membership.

Article V: Board of Directors

Section 1.  There shall be a Board of Directors consisting of eleven (11) elected directors, each serving a term of three (3) years, one-third of the terms expiring each year.

Section 2.  The Nominating Committee is to be advised that it is the Society’s intent, that the Board of Directors be representing when possible, by persons from several villages of East Pennsboro, the East Pennsboro School District and the East Pennsboro Township.  Others with expertise which would contribute to the Society may be named as ex-officio members by the Board of Directors.

Section 3.  No elected Director shall serve more than three (3) consecutive three-year terms.

Section 4.  Vacancies occurring among Directors shall be fulfilled through election by the Board of Directors, the new director to serve the unexpired-expired term.

Section 5.  The Board of Directors shall meet at least three (3) times each year, and no more than five (5) months shall elapse between meetings.

Section 6.  If any Board member shall be absent from the meeting of the Board of Directors for more than two (2) consecutive meetings without reasonable cause made known to the officers, that seat shall be declared vacant and a new Board member elected for the unexpired term.

Article VI: Officers

Section 1.  The officers shall be President, Vice President, Secretary, and Treasurer.  The President and Vice President must be elected Board Members.

Section 2.  The President shall be chief executive officer of the organization and shall preside at all business meetings of the organization and of the Board of Directors.  The President shall be a member ex-officio of all committees, except the committee on nominations.  The President shall appoint all Committee Chairman, except the Nominating Committee, subject to the approval of the Board.  In the absence of the President, the Vice-President shall preside.

Section 3.  The Vice-President shall preside at Board and Membership meetings in the absence of the President.

Section 4.  The Treasurer shall have charge of all receipts and monies of the Society and deposit same in the name of the Society in a bank in the county of Dauphin or Cumberland to be chosen by the Board.  The Treasurer shall also keep accurate charges due from members.  The Treasurer shall keep regular accounts of all receipts and disbursements, submit said records when requested and give an itemized statement of same at regular meetings of the Society.  The Treasurer shall sign checks and the withdrawal slips on behalf of the Society upon any and all of its bank accounts, and the same shall be honored on the Treasurer’s signature alone for dollar accounts under the maximum set by the Board.  Checks in excess of this sum must be countersigned by the President.

Section 5.  The Secretary shall record and maintain minutes of all Board meetings and transact such correspondence as directed by the Board.

Article VII: Meetings

Section 1.  Unless otherwise ordered by the Board of Directors, the annual reorganization meeting of the members of the Society shall be held on the second Tuesday in October, for the purpose of electing directors, hearing reports of the officers and committees and for any other appropriate business.

Section 2.  Special meetings and business meetings of the Society may be called by the President or by three (3) members of the Board of Directors provided at least one (1) week’s notice of such proposed meeting shall be given to all Board members.

Section 3.  Seven (7) members shall constitute a quorum for the transaction of business of the Society, including the officers.

Section 4.  Membership meetings for educational, social, or other purposes shall be arranged by the Board of Directors at appropriate intervals.

Article IX: Amendments

Section 1.  The By-Laws may be amended by the affirmative vote of two-thirds of the membership of the Society present and voting, provided that a recommendation of the amendments shall have been considered by the Board of Directors at its last meeting prior to the meeting of the entire Society and provided that written notice of such amendments shall have been given to the membership at least twenty (20) days prior to the meeting at which the amendment is to be presented.

Article X: Parliamentary Authority

Section 1.  Robert’s Rules of Order Newly Revised shall be the parliamentary authority in all cases, except when in conflict with these By-Laws, or standing rules properly adopted.

Article XI: Indemnification

Section 1.  The Society shall indemnify and hold harmless any Director, officer, committee member, or other representative who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, including but not limited to actions by or in right of the Society to procure a judgement in its favor by reason of the fact that he or she was a representative of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgements, fines, insurance deductibles, and amounts paid in settlement actually and reasonably incurred, if such person has been successful on the merits of otherwise in any such action or upon a determination in the specific case that such indemnification is proper under the circumstances because he or she has met the standard of conduct applicable under Section 5741 or Section 5742 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended.  The Society may purchase and maintain insurance and bonding for the purpose of indemnification on behalf of any or all persons to the full extent permitted under Section 5747 of the Pennsylvania Nonprofit Corporation Law of 1988, as amended.

Article XII: Fiscal Year

Section 1.  The fiscal year of the society shall be from October 1st to September 30th.

Article XIII: Executive Director

Section 1.  The executive director and other staff shall be responsible to provide for the day to day operation of the society as directed by the Board of Directors through the President of the Board.  The executive director shall serve as an ex-officio member of all committees of the Society as well as an ex-officio member of the Board of Directors.

Section 2.  The executive director is appointed by the Board and shall have a term of one (1) year.  The executive director may be re-appointed without term limits.