By-Laws Laurel Highland’s Historical Village Inc. N.P.
Est. 2003 REVISED 10-15-15
These Bylaws (referred to as the “Bylaws”) govern the affairs of Laurel Highlands Historical Village, Incorporated, a nonprofit corporation (referred to as the “Corporation”) organized under the Pennsylvania Non-Profit Corporation Act (referred to as the “Act”).
ARTICLE 1 OFFICES
Principal Office
1.01. The principal office of the Corporation in the State of Pennsylvania shall be located at 172 Allbaugh Park Road, Johnstown, PA 15909. The Corporation may have such other offices, either in Pennsylvania or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office of the Corporation.
Registered Office and Registered Agent
1.02. The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Pennsylvania. The registered office may, but need not, be identical with the Corporation’s principal office in Pennsylvania. The Board of Directors may change the registered office and the registered agent as provided in the Act.
ARTICLE 2 MEMBERS
A&B Classes of Members
2.01. The Corporation shall have 2 classes [class A & B] of members. Class A not to exceed 5 members which include founding members who pledge to do volunteer work for the Corporation of at least 10 hours per month for a year. Members of Class A shall be entitled to vote on all matters put before the membership. Class B shall consist of all members who do not belong to Class A. Members of Class B shall not be entitled to vote on matters submitted to a vote of the members.
Admission of Members and Renewal of Membership
2.02. Natural persons may be admitted to membership in the Corporation by the Board of Directors. The Board of Directors may adopt and amend application procedures and qualifications for membership in the Corporation. An affirmative vote of the majority of the Directors present and voting shall be required for admission of any applicant who meets the membership qualifications then in effect. A member may renew membership by paying all required fees and dues and submitting an application for renewal of membership.
Membership Fees and Dues
2.03. The Board of Directors may set and change the amount of an initiation fee, if any, and the annual dues payable to the Corporation by members. Dues shall be payable in advance on the first day of each fiscal year. The dues for a new member’s first year shall be prorated from the first day of the month in which the member is admitted to membership through the end of the fiscal year. There is no Family plan, no group plan, no special interest party plan; each party who joins is considered a paying member. Dues are set at $20.00 per member per fiscal year. Membership dues are non-refundable upon membership termination, or other action. All dues shall be paid by check or money order made payable to the “Laurel Highland’s Historical Village. All due amounts are in United States Currency. Honorary Membership shall require no dues.
Certificates of Membership
2.04. The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation. When a person has been admitted as a member and has paid any required fees and dues, the Corporation shall issue a certificate of membership to the person. Membership certificates shall be signed by the president and a vice president and by the secretary or an assistant secretary. Certificates shall be sealed with the seal of the Corporation. Membership certificates shall be numbered consecutively. If a certificate is lost, mutilated, or destroyed, a new certificate may be re-issued with a designation to the number that it is a duplicate and not the original.
Voting Rights
2.05. Each member of Class A shall be entitled to one vote on each matter submitted to a vote of the members.
Resolution of Disputes
2.06. In any dispute between members relating to the activities of the Corporation, all parties involved shall cooperate in good faith to resolve the dispute. If the parties cannot resolve the dispute between themselves, they shall cooperate to select one or more mediators to help resolve the dispute. If no timely resolution of the dispute occurs through mediation, any party may demand binding arbitration as described in the Revised Civil Statutes Article 238-20 or Revised Civil Statutes Article 224 et seq.] __________ only if the parties have met together with a mediator. This paragraph shall apply to a dispute involving the Corporation as a party relating to the sanctioning, suspension, or expulsion of a member from the Corporation. The Board of Directors shall have the discretion to authorize the use of the Corporation’s funds for mediation or arbitration of a dispute described in this paragraph.
Sanction, Suspension, or Termination of Members
2.07. The Board of Directors may impose reasonable sanctions on a member, or suspend a member from the Corporation, for good cause after a hearing. Good cause includes the default of an obligation to the Corporation to pay fees or dues for a period of 90 days following delivery of notice of default, or a material and serious violation of the Corporation’s articles of incorporation, bylaws, or rules, or of law. The Board of Directors may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice shall be in writing and delivered at least fourteen (14) days prior to the hearing. However, shorter notice may be deemed adequate if the Board of Directors determines that the need for a timely hearing outweighs the prejudice caused to the member and if a statement of the need for a timely hearing is included in the notice. If mailed, the notice shall be sent by registered or certified mail, return receipt requested. A member shall have the right to be represented by counsel at and before the hearing. The Board of Directors may impose sanctions, suspend a member, or expel a member by vote of a majority of directors who are -present and voting. Founding members are protected from total elimination, but can be terminated from acting board as set above. Founding members who are found in fault, are terminated from board position, but will remain in a non active, non paid period of no more than 2 years from date of occurrence.
Founding Board Members may Terminate or Suspend any Member including Founding Members
2.07.01 Action of Founding Board. The Founding Board may suspend or expel any member or Founding Member for cause after giving such member the opportunity to have a hearing. Membership may be terminated by action of the Board as a result of violation of the Laurel Highland’s Historical Village Code Ethics, nonconformity with Bylaws, or conduct unbecoming a member, as determined by the Founding Board. Any member suspended or expelled may be reinstated by the Founding Board. Suspension must be majority vote.
Founding Membership was only available until 01/15/07 and requires that the member pay a yearly due. Founding Members receive the same rights (with exemption to termination clause) as a Regular Member but have the title ‘Founding Member’ on their membership cards and receive a ‘Founding Member’ decal. ‘Regular’ Members, when mentioned in these by-laws, shall also represent ‘Founding’ Members.
2.07.02 Founding members may have the right to vote on new founding board members by 01/15/07, not to exceed 9 total members.
Resignation
2.08. Any member may resign from the Corporation by submitting a written resignation to the secretary. The resignation need not be accepted by the Corporation to be effective. A member’s resignation shall not relieve the member of any obligations to pay any dues, assessments, or other charges that had accrued and were unpaid prior to the effective date of the resignation.
Reinstatement
2.09. A former member may submit a written request for reinstatement of membership. The Board of Directors may reinstate membership on any reasonable terms that the Board of Directors deems appropriate.
Transfer of Membership
2.10. Membership in the Corporation is not transferable or assignable. Membership terminates on the dissolution of the Corporation or the death of a member. Membership in the Corporation as founding board members is a property right that may be transferred after a founding board member’s inability to perform viable tasks, as deemed by the other board members, or death.
Waiver of Interest in Corporation Property
2.11. All real and personal property, including all improvements located on the property, acquired by the Corporation shall be owned by the Corporation. A member shall have no interest in specific property of the Corporation. Each member hereby expressly waives the right to require partition of all or part of the Corporation’s property. Any and all buildings, improvements to dwelling, additions being built on leased property being used by corporation is sole responsibility of corporation. If corporation is removed, or leaves by own admissions from said property, all improvements, dwelling and other added features become property of property owner.
Honorary Membership
2.12 Nominations for Honorary Membership may be made by any Executive Board member and require unanimous consent of the Executive Board.
Race, Religion, National Origin, Gender or Political status
2.13 Race, religion, national origin, gender or political belief shall not limit membership.
Change of Address
2.14 Members shall notify the Executive Secretary of any change of mailing address and email address.
Membership Denial
2.15 Laurel Highland’s Historical Village may deny membership to any person for reasons that are not in violation of any local, state or federal law.
Penn’s Wood’s Project
2.16 A special group for children in homeschooling, or other, to work as a team in after school hours, will be called “Penn’s Wood’s Project”. All children working within the framework of Penn’s Wood’s Project, should be paid members of Laurel Highland’s Historical Village. Children participating will support area communities, by assisting the needy and the elderly. Children from homeschooling or other will have a common goal of providing community assistance to those in need. The ages of our children vary from 3 years of age up to 21 years of age. Children will be involved in various community projects and will provide them with credit towards classroom studies. The children will involve themselves in all of the following projects: Canning Preserves, Painting Homes, Cleaning, Planting Gardens & flowerbeds, Landscaping, Chat Sessions, Shopping, Educational Fairs, and other related educational programs that support their community.
Laurel Highlands Demographic Regional outline
2.17 We have a moral duty to the people of region within the realm of the Laurel highland’s, hence forth our name sake. We will promote, and support those ethnic groups within our local region, with extensions reaching through out Western Pennsylvania. The following is an outline of those counties within the Laurel Highlands Region. The Laurel Highlands, in the southwestern part of the state of Pennsylvania, encompasses Fayette County, Somerset County – Westmoreland County – Cambria County – Bedford County – Blair County – Indiana County . The Laurel Highlands region contains a population of about 900,000 people. The Laurel Highlands region traverses the Laurel and Chestnut ridges of the Allegheny Mountains, and covers more than 200 miles of countryside.
ARTICLE 3 MEETINGS OF MEMBERS
Annual Meeting
3.01. Beginning in 2003, the Board of Directors shall hold an annual meeting of the members at 6 o’clock [p.m.] on the 5th day of January each year or at another time that the Board of Directors designates. If the day fixed for the annual meeting is a Saturday, Sunday, or legal holiday in the State of Pennsylvania, the meeting shall be held on the next business day. At the annual meeting, the members shall elect directors and transact any other business that may come before the meeting. If, in any year, the election of directors is not held on the day designated for the annual meeting, or at any adjournment of the annual meeting, the Board of Directors shall call a special meeting of the members as soon thereafter as possible to conduct the election of directors.
Regular Meetings
3.02 Beginning in 2003, the Board of Directors shall hold the regular monthly meeting of the members at 7 0’clock [p.m.] on the second Tuesday of each month.
Special Meetings
3.03. Special meetings of the members may be called by the president, the Board of Directors, or not less than not less than one-tenth, of the voting members.
Place of Meeting
3.04. The Board of Directors may designate any place, within the State of Pennsylvania, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If the Board of Directors does not designate the place of meeting, the meeting shall be held at the registered office-of the Corporation in Pennsylvania.
Notice of Meetings
3.05. Written or printed notice of any meeting of members, not including the annual meeting, shall be delivered to each member entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If the Corporation has more than 1,000 members at the time the meeting is scheduled or called, notice may be given by publication in any newspaper of general circulation in the community in which principal office of corporation is located. The notice shall state the place, day, and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the president or secretary of the Corporation, or the officers or persons calling the meeting. If all of the members meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notice.
The record date for determining the members entitled to vote at a meeting shall be 1 month after paying dues. After a record date is fixed for the notice of a meeting, an alphabetical list of members entitled to receive notice, including their addresses and number of votes each is entitled to cast, will be prepared. The list must contain a listing of members who are entitled to vote at the meeting, although not entitled to receive notice. The list must be available for inspection at the principal office, or other reasonable place in the city in which the meeting will be held, as specified in the meeting notice, during the period from two business days after notice is given until the meeting is held. Any member entitled to vote at the meeting is entitled to access to the list for the purpose of communicating with other members. The member or the member’s agent or attorney is entitled to make the inspection on written demand, and to copy the list at a reasonable time and at the member’s expense.
Quorum
3.06. The members holding thirty percent (30%) of the votes that may be cast at a meeting who attend the meeting in person and by proxy shall constitute a quorum at that meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the members present may adjourn and reconvene the meeting one time without further notice.
Actions of Membership
3.07. The membership shall try to act by consensus. However, the vote of a majority of voting members in good standing, present and entitled vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of the membership unless the vote of a greater number is required by law or the bylaws. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date of the notice of the meeting. Voting shall be by voice, except that any election of directors shall be by ballot if demanded by any voting member at the meeting before the voting begins.
Proxies
3.08. A director entitled to vote may vote by proxy if executed in writing by the member and is notarized. No proxy shall be valid after three (3) months from the date of its execution, unless otherwise provided in the proxy. Proxy must be used under special extenuating circumstances only (i.e. illness, hospitalization, family death, etc. or with prior permission granted by the Board of Directors) and the vote must be submitted in writing with the reason for the use of proxy and notarized. Proxy vote may be submitted anytime up to the point of the vote.
Teleconference
3.09 A director entitled to vote but unable to attend the meeting due to extenuating circumstances may vote by teleconference upon the approval of the majority by vote of those directors in physical attendance at that session.
Voting by Mail
3.10. The Board of Directors may authorize members to vote by mail on the election of directors and officers or on any other matter that may be voted on by the members.
Membership continued attendance at monthly meeting and suspensions
3.11 All members must attend monthly meetings unless there is an excusable reason including: Medical, unforeseen emergency, work related, other religious or civic event in which one must attend, and or validating reason agreed upon by board. Any member missing more than 3 consecutive meetings with out informing any one of the board members shall be placed into a suspension for no more than 6 months, upon date of said meeting.
ARTICLE 4 BOARD OF DIRECTORS
Management of the Corporation
4.01. The affairs of the Corporation shall be managed by the Board of Directors.
Number, Qualifications, and Tenure of Directors
4.02. The initial number of Directors shall be 7. Additional chairs to be filled within the Board of directors will be determined and voted upon by the Board of directors as the need and/or vacancy occurs. The Majority of Directors shall be residents of Pennsylvania. Directors shall be members of the Corporation. Each director shall serve for a term of two (2) years.
Nomination of Directors
4.03. At any meeting at which the election of a director occurs, a director may nominate a person with the second of any other director. In addition to nominations made at meetings, a nominating committee shall consider possible nominees and make nominations for each election of directors. The secretary shall include the names nominated by the nomination committee, and any report of the committee, with the notice of the meeting at which the election occurs.
Election of Directors
4.04. A person who meets any qualification requirements to be a director and who has been duly nominated may be elected as a director. Directors shall be elected by the vote of the Board of Directors. Directors shall be elected at the annual meeting of the Board of Directors. An exception is the creating of a new chair within the Board of Directors. In electing directors, members shall not be permitted to cumulate their votes by giving one candidate as many votes as the number of directors to be elected or by distributing the same number of votes among any number of candidates. Each director shall hold office until a successor is elected and qualified. A director may be elected to succeed himself or herself as director. Founding Directors shall in no way be expelled, terminated, or suspended for more than 60 days.
Vacancies
4.05. Any vacancy occurring in the Board of Directors, and any director position to be filled due to an increase in the number of directors, shall be filled by the Board of Directors. A vacancy is filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the Board of Directors, or if it is a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
Annual Meeting
4.06. The annual meeting of the Board of Directors may be held without notice other than these Bylaws. The annual meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of members.
Regular Meeting
4.07. The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held either within or without the State of Pennsylvania and shall be held at the Corporation’s registered office in Pennsylvania if the resolution does not specify the location of the meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings.
Special Meetings
4.08. Special meetings of the Board of Directors may be called by or at the request of the president or any two (2) directors. A person or persons authorized to call special meetings of the Board of Directors may fix any place within or without Pennsylvania as the place for holding a special meeting. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the directors as required in the Bylaws.
Notice
4.09. Written or printed notice of any special meeting of the Board of Directors shall be delivered to each director not less than seven (7) nor more than thirty (30) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called.
Quorum
4.10. Thirty Percent (30%) directors or a majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time without further notice.
Duties of Directors
4.11. Directors shall discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the corporation. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the discharge of any duty imposed or power conferred on directors, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the corporation or another person that were prepared or presented by a variety of persons, including officers and employees of the corporation, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted.
Directors are not deemed to have the duties of trustees of a trust with respect to the corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Duty to Avoid Improper Distributions
4.12. Directors who vote for or assent to improper distributions are jointly and severally liable to the corporation for the value of improperly distributed assets, to the extent that debts, obligations, and liabilities of the corporation are not thereafter paid and discharged. Any distribution made when the corporation is insolvent, other than in payment of corporate debts, or any distribution that would render the corporation insolvent is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for all known debts, obligations, and liabilities is also improper. Directors present at a board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary before adjournment or mailed to the secretary by registered mail immediately after adjournment.
A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the corporation; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or a committee of the Board of Directors of which the director is not a member; (2) while acting in good faith and with ordinary care, considers the assets of the corporation to be at least that of their book value; or (3) in determining whether the corporation made adequate provision for payment, satisfaction, or discharge of all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in the exercise of ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the corporation.
Directors who are held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
Delegation of Duties
4.13. Directors are entitled to select advisors and delegate duties and responsibilities to them. The directors have no liability for actions taken or omitted by the advisor if the Board of Directors acts in good faith and with ordinary care in selecting the advisor. The Board of Directors may remove or replace the advisor, with or without cause.
Interested Directors
4.14. Contracts or transactions between directors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party’s votes are counted for the purpose. However, the material facts must be disclosed to or known by the board or other group authorizing the transaction, and adequate approval from disinterested parties must be obtained.
Actions of Board of Directors
4.15. The Board of Directors shall try to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the bylaws. A director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the decision of the Board of Directors. For the purpose of determining the decision of the Board of Directors, a director who is represented by proxy in a vote is considered present.
Proxies
4.16. A director may vote by proxy as per the rules of proxy determined in the Bylaws executed in writing by the director and duly notarized. No proxy shall be valid after three (3) months from the date of its execution
Compensation
4.17. Directors may receive salaries for their services. The Board of Directors may adopt a resolution providing for payment to directors of a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Board of Directors. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a director shall be commensurate with the services performed and reasonable in amount. Founding Board Members will be compensated commensurate based upon those guidelines set forth in American Trade Journal. Founding Directors at a future point, within the realm of property, shall be allowed to construct a dwelling in which to live with their family.
Removal of Directors
4.18. The Board of Directors may vote to remove a director at any time, with good cause. Founding Board Members are protected from this action, by the acting board of directors. If the Board of Directors deems just cause for further action against a founding board member then said action will be brought before the found board for determination of same. A meeting to consider the removal of a director may be called and noticed following the procedures provided in the bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda and the notice shall state the possible cause for removal. The director shall have the right to present evidence at the meeting as to why he or she should not be removed, and the director shall have the right to be represented by an attorney at and before the meeting. At the meeting, the Corporation shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the director. A director may be removed by the affirmative vote of 80 percent of the Board of Directors.
[If corporation uses individuals rather than committees to perform officer functions, use Article 5]
ARTICLE 5 (Active) OFFICERS
Officer Positions
5.01. The officers of the Corporation shall be a President, a Secretary, two vice presidents, a treasurer , Marketing & Public Relations Director, and Business Manager. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of president and secretary.
Election and Term of Office
5.02. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at this meeting, the election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office.
Removal
5.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors only with good cause. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer. Founding Directors are protected from this action.
Vacancies
5.04. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer’s term.
President
5.05. The president shall be the chief executive officer of the Corporation. The president shall supervise and control all of the business and affairs of the Corporation. The president shall preside at all meetings of the members and of the Board of Directors. The president may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed. However, the president may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the bylaws, or statute. The president shall perform other duties prescribed by the Board of Directors and all duties incident to the office of president.
(a) Shall prepare monthly agenda’s
(b) Shall report directly to Founding board for all former actions pertaining to LHHV activity.
Vice President
5.06. When the president is absent, is unable to act, or refuses to act, a vice president shall perform the duties of the president. When a vice president acts in place of the president, the vice president shall have all the powers of and be subject to all the restrictions upon the president. If there is more than one vice president, the vice presidents shall act in place of the president in the order of the votes received when elected. A vice president shall perform other duties as assigned by the president or board of directors.
Treasurer
5.07. The treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Corporation.
(b) Receive and give receipts for moneys due and payable to the Corporation from any source.
(c) Deposit all moneys in the name of the Corporation in banks, trust companies, or other depositaries as provided in the bylaws or as directed by the Board of Directors or president.
(d) Write checks and disburse funds to discharge obligations of the Corporation. Funds may not be drawn from the Corporation or its accounts for amounts greater than $100.00 without the signature of the president and or a vice president in addition to the signature of the treasurer.
(e) Maintain the financial books and records of the Corporation.
(f) Prepare financial reports at least annually.
(g) Perform other duties as assigned by the president or by the Board of Directors.
(h) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors.
- Perform all the duties incident to the office of treasurer.
- Under no circumstance will their ever be any form of commingling of outside monies towards any LHHV event or activity. The treasure shall make accommodation for such funds, prior to any event or activity.
- Treasure if unable to attend monthly meeting shall provide a detailed written report to any board member, so treasures report can be given at monthly meeting.
- Prepare monthly detailed report which can be handed out to all in attendances.
Secretary
5.08. The Secretary shall:
(a) Give all notices as provided in the bylaws or as required by law.
(b) Take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate records.
(c) Maintain custody of the corporate records and of the seal of the Corporation.
(d) Affix the seal of the Corporation to all documents as authorized.
(e) Keep a register of the mailing address of each member, director, officer, and employee of the Corporation.
(f) Perform duties as assigned by the president or by the Board of Directors.
(g) Perform all duties incident to the office of secretary.
(h) Shall prepare prior to monthly meeting a type written report of the prior minutes of the meeting. If unable to attend .. … …..meeting secretary shall give report to any board member for current monthly meeting.
5.09 The Marketing & Public Relations Director shall:
(a) Give all notices as provided in the bylaws or as required by law.
(b) Provide positive relations between Laurel Highland’s Historical Village and media and other related sources.
(c) Maintain custody of the corporate marketing plan.
(d) Work with the various committees in approving any and all outside promotions or activities.
(e) Keep a register of the mailing address of each member, director, officer, and employee of the Corporation.
(f) Perform duties as assigned by the president or by the Board of Directors.
(g) Perform all duties incident to the office of Marketing and public Relations.
5.10 The Business Manager shall:
(a) Give all notices as provided in the bylaws or as required by law.
(b) Have total control over the growth and actions as they apply daily, weekly, and throughout the year as they apply to .. … Laurel Highland’s Historical Village.
(c) Maintain custody of the corporate business and developmental plans. .
(d) Work with the various committees in approving any and all business related activities.
(e) Keep a register of the mailing address of each member, director, officer, and employee of the Corporation.
(f) Perform duties as assigned by the president or by the Board of Directors.
(g) Perform all duties incident to the office of Business Manager.
ARTICLE 6 COMMITTEES
Establishment of Committees
6.01. The Board of Directors may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee shall include two or more directors and may include persons who are not directors. If the Board of Directors delegates any of its authority to a committee, the majority of the committee shall consist of directors. The Board of Directors may establish qualifications for membership on a committee. The Board of Directors may delegate to the president its power to appoint and remove members of a committee that has not been delegated any authority of the Board of Directors. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual director, of any responsibility imposed by the Bylaws or otherwise imposed by law. No committee shall have the authority of the Board of Directors to:
(a) Amend the articles of incorporation.
(b) Adopt a plan of merger or a plan of consolidation with another corporation.
(c) Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation.
(d) Authorize the voluntary dissolution of the Corporation.
(e) Revoke proceedings for the voluntary dissolution of the Corporation.
(f) Adopt a plan for the distribution of the assets of the Corporation.
(g) Amend, alter, or repeal the bylaws.
(h) Elect, appoint, or remove a member of a committee or a director or officer of the Corporation.
(i) Approve any transaction to which the Corporation is a party and that involves a potential conflict of interest as defined in paragraph 7.04, below.
(j) Take any action outside the scope of authority delegated to it by the Board of Directors.
(k) Take final action on a matter that requires the approval of the members.
Authorization of Specific Committees
6.02. There shall be the following committees not limited to but including: Membership, Fund raising, and Program Committees. The Board of Directors shall define the activities and scope of authority of each committee by resolution. New committees may be established by the Board of Directors as they determine need and approved by majority of votes.
SPECIAL VILLAGE ETHNIC COMMITTEES
- There shall be the following ethnic committees not limited to but including any ethnic group which has ties to the Laurel Highland’s Region and with exception those from outside the region. Those communities choosing to build on the property of LHHV, will adhere to our By-Laws and Policies and Procedures.
6.02.2 Village / Community Organization
1) The Ethnic Developmental Director has one Ethnic Community Director per ethnic group represented in our village. The Ethnic Community Director is responsible for organization and delegation of ethnic committee. For every organization represented with said community, there will be one (1) representative responsible for reporting back to the committee. Once the committee is in place, they shall elect a President, Vice President, Secretary and Treasure. These said four leadership roles will report their finding and rulings to the Ethnic Community Director.
2) The Ethnic Community Director has the right to apply for grants for their community, under the umbrella of LHHV. The Ethnic Community Director can apply for grant writers funding, and payroll support as well.
3) Each community is responsible for their own taxes, permits, funding.
4) Each community is responsible for locating the right person for the right job.
5) All monies generated with in the community will be dispersed, on equal shares.
6) Every Community will design their community, as best they can, using 16th century plans. Committees are encouraged to incorporate area universities, for their support.
7) Every community will adhere to the basic building structure outlined in the LHHV Policies & Procedures hand book.
8) Every community will include the following dwellings, to be built in the progression of it being: (5) homes can be used as craft outlets, or left alone for the purpose of viewing. (1) Church or place of worship (1) City Hall or equal (3) vendor outlets (1) Main Kitchen (5) Crafter Outlets – Person/s must be making crafts on site and provide classes on same. (2) Mini Stages (1) Town Square
9) The Village will provide the following outlets: Community Garden, Amphitheater, Blacksmith, Glass Blower, Horse Stable, Jousting Arena, Water Gardens, First Aide Station, Parking Lots, Rest Rooms and Nature Trails.
10) Committee shall follow By-Laws set forth by LHHV as they apply to the community, and committee.
11) Communities will be assessed Rent, Utility Fees, and Misc. These rates are dependent upon needs and usage.
12) Communities will adhere to the vending guild lines set forth in LHHV Polices and Procedures Book.
13) Communities will provide safety & fire measures, required by state law.
14) Communities will responsible for the cleanliness of their territory.
15) Communities are responsible for the construction of all buildings in their community.
16) Every community will be allowed to have (1) roaming vendor per store, roam outside your community. This will add to the lure of the village over all.
Officer Positions
6.02.04. The officers of the Ethnic Committees shall be an Ethnic Community Director, appointed by the Board of Directors, president, a secretary, vice president, and treasurer. The Ethnic Committee may create additional tasking positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. No person/s shall hold two positions, in the same year.
Election and Term of Office
6.02.05. The officers of the Ethnic Committee shall be elected annually by the Ethnic Committee at the regular annual meeting of the Ethnic Committee. If the election of officers is not held at this meeting, the election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office.
Removal
6.02.06. Any officer elected or appointed by the Ethnic Committee may be removed by the Ethnic Committee, with finial approval by the Board of Directors only with good cause. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer.
Vacancies
6.02.07. A vacancy in any office may be filled by another committee member, of which is voted in by Ethnic Committee, for the unexpired portion of the officer’s term.
President
6.02.08. The president shall be the controller of the Ethnic Committee. The president shall supervise and control all of the business and affairs of the committee. The president shall preside at all meetings of the members and special meetings. The president may execute any deeds, mortgages, bonds, contracts, or other instruments that the committee has authorized to be executed. However, the president may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the bylaws, or statute. The president shall perform other duties prescribed by the Board of Directors and all duties incident to the office of president.
Vice President
6.02.09. When the president is absent, is unable to act, or refuses to act, a vice president shall perform the duties of the president. When a vice president acts in place of the president, the vice president shall have all the powers of and be subject to all the restrictions upon the president A vice president shall perform other duties as assigned by the president or board of directors.
Treasurer
6.02.10. The treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Ethnic Committee.
(b) Receive and give receipts for moneys due and payable to the Committee from any source.
(c) Deposit all moneys in the name of the Committee in banks, trust companies, or other depositaries as provided in the bylaws or as directed by the Board of Directors or president.
(d) Write checks and disburse funds to discharge obligations of the Committee. Funds may not be drawn from the Committee or its accounts for amounts greater than $100.00 without the signature of the president and or a vice president in addition to the signature of the treasurer.
(e) Maintain the financial books and records of the Ethnic Committee.
(f) Prepare financial reports at least annually.
(g) Perform other duties as assigned by the president or by the committee under vote.
(h) If required by the Ethic Committee, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors.
(i) Perform all the duties incident to the office of treasurer.
Secretary
6.02.11. The Secretary shall:
(a) Give all notices as provided in the bylaws or as required by law.
(b) Take minutes of the meetings of the members and of the officers and keep the minutes as part of the committee records.
(c) Maintain custody of the committee records and of the seal of the committee. (Individual seals from the various ethnic chapters, clubs, etc. can be used. )
(d) Affix the seal of the corporation to all documents as authorized.
(e) Keep a register of the mailing address of each member, director, officer, and employee of the Committee.
(f) Perform duties as assigned by the president or by the Ethnic Committee Director.
(g) Perform all duties incident to the office of secretary.
6.02.12 Ethnic Community Director – Is assigned by the Board of Director of LHHV, and acts as the liaison to the board of directors. Has the responsibility of building and overseeing the organization of said committee. The Ethnic Community Director shall be the head of the Ethnic Committee. The Ethnic Community Director shall supervise and support all of the business and affairs of the committee. The Ethnic Community Director shall preside at all meetings of the members and special meetings. The Ethnic Community Director may execute any deeds, mortgages, bonds, contracts, or other instruments that the committee has authorized to be executed. The Ethnic Community Director on behalf of the community may process for monies, including Grants, donations, educational funding, and other misc. funding sources. In the future this position will be a paid support role, with compensation coming from monies received either through the village, or community funding. However, the Ethnic Community Director may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the bylaws, or statute. The Ethnic Community Director shall perform other duties prescribed by the Board of Directors and all duties incident to the office of Ethnic Community Director.
6.02.13 Village / Community Organization
There are 5 Founding Board Members. There are 7 board members acting as the controlling body.
1) The Ethnic Developmental Director has one Ethnic Committee Director per ethnic group represented in our village. The Ethnic Committee Director is responsible for organization and delegation of ethnic committee. For every organization represented with said community, there will be one (1) representative responsible for reporting back to the committee. Once the committee is in place, they shall elect a President, Vice President, Secretary and Treasure. These said four leadership roles will report their finding and rulings to the Ethnic Committee Director.
2) The Ethnic Committee Director has the right to apply for grants for their community, under the umbrella of LHHV. The Ethnic Committee Director can apply for grant writers funding, and payroll support as well.
3) Each community is responsible for their own taxes, permits, funding.
4) Each community is responsible for locating the right person for the right job.
5) All monies generated with in the community will be dispersed, on equal shares.
6) Every Community will design their community, as best they can, using 16th century plans. Committees are encouraged to incorporate area universities, for their support.
7) Every community will adhere to the basic building structure outlined in the LHHV Policies & Procedures hand book.
8) Every community will include the following dwellings, to be built in the progression of it being: (5) homes can be used as craft outlets, or left alone for the purpose of viewing. (1) Church or place of worship (1) City Hall or equal (3) vendor outlets (1) Main Kitchen (5) Crafter Outlets – Person/s must be making crafts on site and provide classes on same. (2) Mini Stages (1) Town Square
9) The Village will provide the following outlets: Community Garden, Amphitheater, Blacksmith, Glass Blower, Horse Stable, Jousting Arena, Water Gardens, First Aide Station, Barn, Storage Faculties, Parking Lots, Rest Rooms and Nature Trails.
10) Committee shall follow By-Laws set forth by LHHV as they apply to the community, and committee.
11) Communities will be assessed Rent, Utility Fees, and Misc. These rates are dependent upon needs and usage.
12) Communities will adhere to the vending guild lines set forth in LHHV Polices and Procedures Book.
13) Communities will provide safety & fire measures, required by state law.
14) Communities will responsible for the cleanliness of their territory.
15) Communities are responsible for the construction of all buildings in their community.
16) Every community will be allowed to have (1) roaming vendor per store, roam outside your community. This will add to the lure of the village over all
Term of Office
6.02.13. Each member of a committee shall continue to serve on the committee until the next annual meeting of the members of the Committee and until a successor is appointed. However, the term of a committee member may terminate earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee shall serve for the unexpired portion of the terminated committee member’s term. The term of the Ethnic Community Director is delegated by the authority of the Board of Directors.
Notice of Meetings
6.02.14 Written or printed notice of a committee meeting shall be delivered to each member of a committee not less than seven (7) nor more than thirty (30) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, and the purpose or purposes for which the meeting is called.
Quorum
6.02.15. One half of the number of members of a committee shall constitute a quorum for the transition of business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required to constitute a quorum. If a quorum is present at no time during a meeting, the chair may adjourn and reconvene the meeting one time without further notice.
Actions of Committees
6.02.16 Committees shall try to take action by consensus. However, the vote of a majority of committee members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the committee unless the act of a greater number is required by law or the bylaws. A committee member who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the act of the committee.
Proxies
6.02.17. A committee member may vote by proxy executed in writing by the committee member. No proxy shall be valid after three (3) months from the date of its execution.
Compensation
6.02.17. Committee members may not receive salaries for their services. The officers may adopt a resolution providing for payment to committee members of a fixed sum and expenses of attendance, if any, for attendance at each meeting of the committee. A committee member may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a committee member shall be commensurate with the services performed and shall be reasonable in amount.
Rules
6.02.18. Each committee may adopt rules for its own operation not inconsistent with the bylaws or with rules adopted by the Board of Directors.
ARTICLE 7 TRANSACTIONS OF THE CORPORATION
Contracts
7.01. The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.
Deposits
7.02. All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositaries that the Board of Directors selects.
Gifts
7.03. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the bylaws, the articles of incorporation, state law, and any requirements for maintaining the Corporation’s federal and state tax status.
Potential Conflicts of Interest
7.04. The Corporation shall not make any loan to a director or officer of the Corporation. A director, officer, or committee member of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by the bylaws, articles of incorporation, and all applicable laws. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation shall not borrow money from or otherwise transact business with a director, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the best interests of the Corporation. The Corporation shall not borrow money from or otherwise transact business with a director, officer, or committee member of the Corporation without full disclosure of all relevant facts and without the approval of the Board of Directors not including the vote of any person having a personal interest in the transaction.
Prohibited Acts
7.05. As long as the Corporation is in existence, and except with the prior approval of the Board of Directors, no director, officer, or committee member of the Corporation shall:
(a) Do any act in violation of the bylaws or a binding obligation of the Corporation.
(b) Do any act with the intention of harming the Corporation or any of its operations.
(c) Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.
(d) Receive an improper personal benefit from the operation of the Corporation.
(e) Use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation.
(f) Wrongfully transfer or dispose of Corporation property, including intangible property such as good will.
(g) Use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation’s business.
(h) Disclose any of the Corporation business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
ARTICLE 8 BOOKS AND RECORDS
Required Books and Records
8.01. The Corporation shall keep correct and complete books and records of account. The Corporation’s books and records shall include:
(a) A file-endorsed copy of all documents filed with the Pennsylvania Secretary of State relating to the Corporation, including, but not limited to, the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
(b) A copy of the bylaws, and any amended versions or amendments to the bylaws.
(c) Minutes of the proceedings of the Board of Directors, and committees having any of the authority of the Board of Directors.
(d) A list of the names and addresses of the directors, officers, and any committee members of the Corporation.
(e) A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three (3) most recent fiscal years.
(f) A financial statement showing the income and expenses of the Corporation for the three (3) most recent fiscal years.
(g) All rulings, letters, and other documents relating to the Corporation’s federal, state, and local tax status.
(h) The Corporation’s federal, state, and local information or income tax returns for each of the Corporation’s three (3) most recent tax years.
Inspection and Copying
8.02. Any director, officer, or committee member of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person’s interest in the Corporation and if the person submits a request in writing. Any person entitled to inspect and copy the Corporation’s books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the Corporation’s books and records may do so at a reasonable time no later than ten (10) working days after the Corporation’s receipt of a proper written request. The Board of Directors may establish reasonable fees for copying the Corporation’s books and records by members. The fees may cover the cost of materials and labor, but may not exceed twenty-five (25) cents per page. The Corporation shall provide requested copies of books or records no later than ten (10) working days after the Corporation’s receipt of a proper written request.
Audits
8.03. Any director shall have the right to have an audit conducted of the Corporation’s books. The director requesting the audit shall bear the expense of the audit unless the Board of Directors vote to authorize payment of audit expenses. The director requesting the audit may select the accounting firm to conduct the audit. A director may not exercise these rights to compel audits so as to subject the Corporation to an audit more than once in any fiscal year.
ARTICLE 9 FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the last day in December in each year.
ARTICLE 10 INDEMNIFICATION
When Indemnification is Required, Permitted, and Prohibited
10.01. (a) The Corporation shall indemnify a director, officer, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation’s best interests. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted.
(b) The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
(c) The Corporation shall pay or reimburse expenses incurred by a director, officer, member, committee member, employee, or agent of the Corporation in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding.
(d) In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph 10.01(a), above.
(e) Before the final disposition of a proceeding, the Corporation may pay indemnification expenses permitted by the bylaws and authorized by the Corporation. However, the Corporation shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in an proceeding brought by the Corporation or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
(f) If the Corporation may indemnify a person under the bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Procedures Relating to Indemnification Payments
10.02. (a) Before the Corporation may pay any indemnification expenses (including attorney’s fees), the Corporation shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 10.02(c), below. The Corporation may make these determinations and decisions by any one of the following procedures:
(i) Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
(ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.
(iii) Determination by special legal counsel selected by the Board of Directors by vote as provided in paragraph 10.02(a)(i) or 10.02(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.
(b) The Corporation shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is Permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by paragraph 1 0.02(a)(iii), above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, the bylaws, or a resolution of members or the Board of Directors that requires the indemnification permitted by paragraph 10.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
(c) The Corporation shall pay indemnification expenses before final disposition of a proceeding only after the Corporation determines that the facts then known would not preclude indemnification and the Corporation receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under paragraph 10.02(a), above. The person’s written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.
ARTICLE 11 NOTICES
Notice by Mail or Telegram
11.01. Any notice required or permitted by the bylaws to be given to a director, officer, or member of a committee of the Corporation may be given by mail or telegram. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation, with postage prepaid. If given by telegram, a notice shall be deemed to be delivered when accepted by the telegraph company and addressed to the person at his or her address as it appears on the records of the Corporation. A person may change his or her address by giving written notice to the secretary of the Corporation.
Signed Waiver of Notice
11.02. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of incorporation or the bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.
Waiver of Notice by Attendance
11.03. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE 12 SPECIAL PROCEDURES CONCERNING MEETINGS
Meeting by Telephone
12.01. The Board of Directors, and any committee of the Corporation may hold a meeting by telephone conference-call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting.
Decision Without Meeting
12.02. Any decision required or permitted to be made at a meeting of the Board of Directors, or any committee of the Corporation may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all of the persons entitled to vote on the matter. The original signed consents shall be placed in the Corporation minute book and kept with the Corporation’s records.
Action By Non-unanimous Written Consent
12.03. In accordance with the articles of incorporation, action may be taken by use of signed written consents by the number of, directors, or committee members whose votes would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of the person signing it. A consent signed by less than all of members, directors, or committee members is not effective to take the intended action unless consents signed by the required number of persons are delivered to the Corporation within thirty (30) days after the date of the earliest dated consent delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the corporation’s registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Corporation’s principal place of business, the consent must be addressed to the president or principal executive officer.
The Corporation will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filed with the Secretary of state, the filed documents will indicate that the written consent procedures have been followed.
A telegram, telex, cablegram, or similar transmission by a member, director, or committee member, or a photographic, facsimile, or similar reproduction of a signed writing, is to be regarded as being signed by the member, director, or committee member.
Voting by Proxy
12.04. A person who is authorized to exercise a proxy may not exercise the proxy unless the proxy is delivered to the officer presiding at the meeting before the business of the meeting begins. The secretary or other person taking the minutes of the meeting shall record in the minutes the name of the person who executed the proxy and the name of the person authorized to exercise the proxy. If a person who has duly executed a proxy personally attends a meeting, the proxy shall not be effective for that meeting. A proxy filed with the secretary or other designated officer shall remain in force and effect until the first of the following occurs:
(a) An instrument revoking the proxy is delivered to the secretary or other designated officer.
(b) The proxy authority expires under the terms of the proxy.
(c) The proxy authority expires under the terms of the Bylaws.
ARTICLE 13 AMENDMENTS TO BYLAWS
The bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Directors. The notice of any meeting at which the bylaws are altered, amended, or repealed, or at which new bylaws are adopted shall include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provision. The following types of bylaw amendments may be adopted by the Board of Directors:
(a) Setting or changing the authorized number of directors.
(b) Changing from a fixed number to a variable number of directors or vice versa.
(c) Increasing or extending the terms of directors.
(d) Increasing the quorum for membership meetings.
(e) Repealing, restricting, creating, expanding, or otherwise changing the proxy rights of members.
(f) Authorizing or prohibiting cumulative voting.
ARTICLE 14 MISCELLANEOUS PROVISIONS
Legal Authorities Governing Construction of Bylaws
14.01. The bylaws shall be construed in accordance with the laws of the State of Pennsylvania. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
Legal Construction
14.02. If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.
Headings
14.03. The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.
Gender
14.04. Wherever the context requires, all words in the bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.
Seal
14.05. The Board of Directors may provide for a corporate seal. Such a seal may consist of two concentric circles containing the words ” Laurel Highlands”, “Pennsylvania,” in one circle and the word “Incorporated” together with the date of incorporation of the Corporation in the other circle.
of Attorney
14.06. A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Corporation to be kept with the Corporation records.
Parties Bound
14.07. The bylaws shall be binding upon and inure to the benefit of the directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the bylaws.
ARTICLE 15
ARTICLES OF INCORPORATION
Identifying Name
- The name of this corporation shall be Laurel Highlands Historical Village, Incorporated N.P.
Not For Profit
- This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Corporation Law for charitable purposes. The purposes for which this corporation is formed include: (a) Research and education in the field of pre-17th century history and culture. (b) To construct and operate a replica historical village of pre-17th century nature to serve as a living history settlement and educational center. (c) Generally, to engage in research; publish material of relevance and interest to the field of pre-17th century history and culture; to present activities and events which re-create the environment of said era, such as, but not limited to, tournaments, jousts, fairs, dances, classes, et cetera; to acquire authentic or reproduced replicas of chattels representative of said era; and to collect and maintain a library.
(d) This corporation shall have and exercise all rights and powers conferred upon nonprofit corporations under the laws of the Commonwealth of
Pennsylvania, provided that all activities shall be incidental to and in the furtherance of the purposes set forth in 15.02.a., c., and b. Above.
Provisions Noted
15 03 In accordance with the provisions of § 41.4 amended under section 506 of The Administrative Code of 1929 (71 P. S. § 186); and the Associations Code, 15 Pa.C.S. § 133 Corporations Code, this corporation elects to be governed by all of the provisions of the Pennsylvania Nonprofit Corporation La
Charitable Purposes
15.04 This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). No substantial part of the activities of this corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, nor shall this corporation participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
Property
- 05 The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting secretary of Laurel Highlands Historical Village, Incorporated and that the foregoing Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Board of Directors held on
_________ [date].
DATED: ______ [date].
_____ _____ _____ [signature]
_____ _____ _____ [typed name] Secretary of the Corporation
ARTICLE 16 EMBLEMS, LOGOS
16.01 The official emblem of the Laurel Highland’s Historical Village shall be an image of a Knight on a horse with the woodlands behind it and the name Laurel Highland’s Historical Village set forth around the outside circle below: (Service marked image)
Our Children’s program will have the same Logo with in the insertion of a flying American Bald Eagle and the wording – Ethic Enrichment For Children
16.02. Other logos that may be used by members of the Laurel Highland’s Historical Village shall be the wording “ Laurel Highland’s Historical Village’ printed on various letter heads, and other promotional items. Any variation from the original Service marked logo must represent the Organization in a positive light and not be derogatory in content.
16.03. The emblems, logos and organization name are the property of the Laurel Highland’s Historical Village. Any member wishing to reproduce the logo for resale to members must obtain permission from the Executive Board.
Historical Record of events as they apply to Laurel Highland’s Historical Village
· 2003 annual meeting
- Initial adoption September 01, 2003
- By Laws of laurel Highlands Historical Village Adopted on September 01, 2003
- Land Request letter sent with package to Charles VanOver, representing the Ill. Retirement Group. Trying to acquire property on Rager Mountain : September 12, 2003
- Land Request letter sent to landowners (Mr. Swank & Solar Energies) of Stoystown, PA.: December 1, 2003.
- December 1, 2003 Incorporation Papers approved from commonwealth.
- N.P. Application returned for missing information. Extension given till Jan 8, 2004. Missing information being sent prior to this date. December 21, 2003.
- N.P. status approved January 14, 2004.
- February 2004 Parties elected to the Laurel Highland’s Historical Village Board include:
- Ronald J. Shawley
- Mark A. Watson
- Roxanne A. Sekowski
- Paulette Baker
- Paul Mock Sr.
- February 2004 Parties elected to the following Officer Positions related to Laurel highland’s Historical Village Board
- President – Ronald J. Shawley
- 1st Vise President – Roxanne Sekowski
- 2nd Vise President – Mark Watson
- Treasure – Paulette Baker
- Secretary – Open
- Public Relations & Marketing – Open
- Business Manager of LHHV – Mark Watson
- Ethnic Director – Roxanne Sekowski
- Educational Director – Roxanne Sekowski
- February 2004 – Application sent to Commonwealth for Pennsylvania Tax Exemption.
- January 2005 Annual Board Meeting for fiscal year 2005.
- January 2005 Barb George elected to position of Board Secretary and recording secretary.
- February 2005 Officers elected for one year term. Dan George President, Roxanne Sekowski Librarian, Barb George Marketing & Public Relations, Robert Nickerson Entertainment & Fine Arts Director.
- February 2005 committees formed Grants & Scholarship