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By-Laws
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ARTICLE I: Name and Location Section 1. The name of this corporation shall be “The Greater Dover Historical Society, Inc.” Section 2. The principal place for activities of The Society will be Dover, York County, Pennsylvania or at such other place or places as may be determined from time to time. ARTICLE II: Purposes Section 1. As an historic preservation society, our purpose is preservation, restoration, conservation and education as it pertains to Dover, York County, Pennsylvania and outlying areas.
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| Section 2. | |
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(a) Said corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distribution to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law. (b) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers, directors or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this paragraph. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements ) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal Income tax under section 501(c)(3) of the Internal Revenue code of 1954 (or corresponding provision of any future United States Internal Revenue Law); or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal Revenue Law.) (c) Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for payment of all the liabilities of the corporation, dispose of all of the assets of the corporation, exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 ( or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. If applicable, upon dissolution of the corporation, every effort shall be made to transfer historical assets to the York County Historical Society. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. |
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ARTICLE III:
Members Section 1. The members of the Society shall be those persons who have paid the annual membership dues for the current years. Section 2. The members shall have the authority and responsibility for the goals of the Society, including the power to dissolve same. Section 3. Classes of membership shall be as determined by the Board of Directors. They are as follows: Individual $10.00 Student $ 5.00 Family $25.00 includes children under age 18 Business $50.00 ARTICLE IV: Directors Section 1. The Board of Directors shall consist of five (5) persons who shall be collectively known as the Board of Directors. Section 2. Powers, Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. Section 3. Duties. It shall be the duty of the directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; (b) Appoint and remove, employ, supervise, and discharge, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation; (c) Meet at such times and places as required by these Bylaws. Section 4. The members shall elect the directors from among their number at the November monthly meeting. The directors will take office January 1st. Section 5. Directors shall serve a term of two (2) years, two (2) shall be elected on an odd year and three (3) on an even year; and shall be eligible for re-election. A member of the Board may serve three (3) consecutive terms. If a director shall fail to attend three (3) successive regular meetings of the Board of Directors, unless detained by sickness or prevented by necessary absence, the remaining members of the Board may declare his office as director vacant. Section 6. Directors shall serve until their successors are elected. Vacancies on the Board of Directors caused by death, resignation or otherwise, may be filled by appointment by the President with the consent of the Board of Directors for the unexpired terms of such vacancies. Section 7. Regular Meetings. Regular meetings of the Board of Directors shall be held prior to member meetings, bi-monthly, those months being January, March, May, July, September and November. Section 8. Quorum for Meetings. A quorum shall consist of a majority of the Board of Directors in attendance. Section 9. Majority Action as Board Action. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these By-Laws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board. Section 10. Non-Liability of Directors. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. ARTICLE V: Officers Section 1. The officers shall consist of a president, vice president, secretary, historian, treasurer, and an archivist, and other such officers with such titles as may be determined from time to time by the Board of Directors. Section 2. The officers shall be elected annually by the members at the November monthly meeting of the Society, and take office January 1st. The officers shall be members of the Society. Section 3. Officers shall serve until their successors are elected. Vacancies in any office caused by death, resignation, or otherwise shall be filled by appointment by the President with the consent of the Board of Directors to serve the unexpired terms of such vacancies. Section 4. All of the officers shall exercise the powers and perform the duties customarily pertaining to their respective office. Section 5. The President shall |
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(a) Attend all meetings of the members and of the Board of Directors; and, (b) Appoint all chairpersons of standing committees provided in Article VI, Section 1 hereo |
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| Section 6. The Vice-President shall: | |
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(a) Attend at all meetings where the President is not present and when business pertaining to the President and his/her Administration is before the Society. (b) Oversee all standing committees’ activities. (c) Do all in his/her power to help the President and make his/her administration easier. |
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| Section 7. The Treasurer shall: | |
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(a) Keep a record of all financial transactions and pay all bills (invoices) authorized by the Society. (b) Shall receive all monies relating to the Society. (c) Prepare books for yearly audit. (d) Prepare a yearly report for the Board of Directors. (e) Maintain a ledger book or equivalent of the society business. (f) Turn over copies of all original receipts to the Bookkeeper for data entry into accounting program. (g) The Bookkeeper shall keep a record of all financial transactions in a computerized form. (h) The Bookkeeper shall prepare a financial report every other month (odd months), January, March, May, July, September, November. This report will be given to the Board of Directors prior to their meetings which are scheduled prior to regular member meetings in odd months stated above. A copy of this report will be given to the Treasurer at the member meeting. |
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| Section 8. The Secretary shall: | |
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(a) Keep a record of all transactions at the meetings. (b) Issue the call to all regular and special meetings at the request of the President. (c) Attend to all correspondence. (d) Keep a correct list of the names and addresses of all Society Officers, Directors and members. |
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Section 9. The Archivist shall: |
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| (a) Secure and protect the Historical assets of the Society. | |
| Section 10. The Historian shall: | |
| (a) Maintain the historical chronology of the society. | |
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ARTICLE VI: Committees Section 1. The President shall, with the advice and consent of the Board of Directors, annually appoint a Nominating Committee and the chairpersons of such other standing and special committees as may be desirable or necessary to accomplish the purposes of the Society. Section 2. The Nominating Committee shall consist of three (3) members of the Society. It shall present its nominations for the directors and officers to the Society members at the time of the November monthly meeting. Additional nominations from the floor may be placed on the ballot at this time. Section 3. The President shall be ex-officio member of all committees, except the Nominating Committee. Section 4. All committees shall be responsible to the President and Board of Directors Section 5. The Finance Committee shall consist of the Treasurer and no fewer than two (2) other members of the Society. The Finance Committee shall annually prepare the budget of the Society including such revisions and adjustments thereof as may be necessary. |
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ARTICLE VII: Meetings, Notices, Quorums Section 1. Members |
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(a) MONTHLY MEETINGS: Monthly meetings of the members of the Society shall be held at a date, time and place as set by the Board. (b) SPECIAL MEETINGS: Special meetings of the members may be called by the President at any time and place, or shall be called upon the written Petition of no less than seven (7) members. ( c) NOTICE: All members shall be given written notice of all regular meetings. (d) QUORUM: Seven (7) members present at a meeting shall constitute a quorum. |
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| Section 2. Board of Directors | |
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(a) REGULAR
MEETINGS: Regular meetings of the Board of Directors shall be held
bi-monthly, (odd months). (b) SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the President at any time and any place, or shall be called upon the written request of three (3) directors.
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| Section 3. Standing Committees | |
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(a) MEETINGS:
Meetings of committee shall be held at the call of the respective
chairman.
(b) NOTICE:
Reasonable oral or written notice of committee meetings shall be given
to each member thereof. |
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ARTICLE VIII:
Fiscal Year The fiscal year of the Society shall extend from January 1st to December 31st.
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ARTICLE IX:
Corporate Records Section 1. Maintenance of Corporate Records. The corporation shall keep at its principal office: |
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(a) Minutes of all
meetings of directors and committees of the Board;
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ARTICLE X: Amendment of By-Laws Section 1. Any changes in these By-Laws must be approved by the affirmative vote of a majority of the directors and members present at a monthly meeting. Section 2. Upon approval by the Board of Directors and Members, the changes of the proposed revisions or additions to the By-Laws shall be sent in writing to all Society members at least ten (10) days prior to a regular meeting of the members at which meeting a vote shall be taken. A two-third vote of membership present at said meeting shall be required for approval of said changes to the By-Laws. ARTICLE XI: Parliamentary Authority The current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all matters of procedure not otherwise covered by these By-Laws. ARTICLE XII: IRS 501 © (3) Tax Exemption Provisions Section 1. Limitation on Activities. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these By-Laws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Section 2. Prohibition Against Private Inurement. No part of the net earnings of this corporation shall inure to the benefit of , or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation. Section 3. Distribution of Assets. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c0(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provision of the laws of this state. ARTICLE XII: Construction and Terms If there is any conflict between the provisions of these By-Laws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these By-Laws be held unenforceable or invalid for any reason, the remaining provisions and portions of these By-Laws shall be unaffected by such holding. All references in these By-Laws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. Adoption of Bylaws We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing By-Laws, consisting of (7) seven preceding pages, as the By-Laws of this corporation. Dated: Sept. 23, 2003 Kay F. Stitley Madelyn Shermeyer Gayle Heagy Jan Eisenhart |
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This site was last updated 03/30/12 |