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PAXTANG
HISTORICAL SOCIETY
BY-LAWS
Article I
(Name and Location)
The name of
the Society shall be the Paxtang Historical Society, hereafter referred to
as PHS. The address for the Paxtang Historical Society is located at the
Paxtang Borough Municipal Building, 3423 Derry Street, Harrisburg, PA 17111.
Article II
(Purpose)
The purpose
of the Society is to conduct research, record, publish, and preserve the
history of Paxtang using professional standards, procedures, and methods.
The Society hopes to educate and foster an interest in the history of
Paxtang and surrounding areas.
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 membership fee schedule shall be $5.00
annually for an adult individual (no fee for children members under the age
of 16), and a onetime fee of $50.00 for a lifetime membership. Children
under 16 years of age may join on their own for free. Only qualified adult
members (16 years of age or older) will have voting rights. Other than
voting rights, children members will receive same benefits and all Society
publications as adult members.
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 of the Society will be:
President: chief executive officer of the Society. This person will
preside at all meetings of the Directors and the general membership. The
President will see that all orders of the board are carried into effect.
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. The Secretary 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 Board meeting will be distributed to
all members of the Board 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. The
Treasurer shall collect and disburse the funds as directed by the PHS
Officers or the PHS Board and shall render an account of the financial
condition of the organization at all general membership meetings or as
ordered by the PHS Officers or the PHS Board. The treasurer will have the
authority to sign checks and make bank deposits. In September the Treasurer
will be responsible for an annual outside audit of the books. The Treasurer
shall be responsible, as necessary, for communication with the federal
Internal Revenue Service or Pennsylvania Department of Revenue.
Article V
(Board of Directors)
A minimum
of seven (7) 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, on behalf of the Paxtang Historical Society
or its Board of Directors 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 those duties constitutes self-dealing, willful
misconduct, or recklessness. The Society agrees to indemnify and save
harmless the Officers and Directors from any and all liabilities that they
may incur as a result of carrying out their duties and obligations to the
Society, except for willful and malicious injuries to persons or property.
The private property of the Officers and Directors shall be wholly exempt
from liability for any and all debts, obligations, and liabilities of the
Society.
Directors
will be appointed for three-year terms. A Director may have the right of
succession. The minimum number of Directors may be changed, as necessary,
by a 2/3 vote of the members present at the Annual Meeting or by a majority
vote of the Board of Directors, and in each case may then require revision
to the PHS By-Laws.
Article VI
(Vacancies)
Any Officer
or Director may resign at any time upon written notice to the President or
Vice President of the 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, 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.
Under normal circumstances, if a Director is absent from three (3)
consecutive Board of Director Meetings, that Director 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, and special meetings and PHS sponsored events may
be called for specific purposes and may occur at any time. 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 By-Laws
of the Paxtang Historical Society may be amended or revised 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, written notice
containing the proposed changes to the PHS By-Laws must be distributed to
all members in good standing. A change in the fee structure of the PHS
membership requires revision of the PHS By-Laws.
Article IX
(Political Activities)
At no time
will the PHS organization engage in any lobbying or political activities of any kind.
Article X
(Dissolution)
In the
event of the dissolution of the Society, its assets shall be distributed to
such other nonprofit or tax-exempt organizations as may be determined by the
Board in place at that time.
Completed:
June 17, 2002
Adopted: October 7, 2002
Amended October 4, 2004; October 6, 2008;
April 1, 2019
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