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Article I - Membership

ARTICLE I

MEMBERSHIP

Section 1.  Any person interested in the purposes and objectives of this Organization is eligible to apply for membership.

Section 2.  The initial classes of membership of this Organization shall include: Regular Member, Family Member, Business/Corporate, and such other voting classes of individual Membership as may be established by the Board of Directors (Board).

Section 3.  The Board shall establish the membership dues.

Section 4.  All members of this Organization shall enjoy all the rights and privileges accorded to the members, except as otherwise provided hereinafter.

Section 5.    Each member, with the exception of family member, shall have the right to cast one vote at the annual meeting and at any regular or special meeting of members on any motion that may be properly brought before such meeting, including the election of Officers and Board of Directors.  Family Membership shall entitle a maximum of two votes per membership to be cast at all meetings.

Section 6.  Honorary Memberships can be bestowed by action of the Board.  Such memberships however do not enjoy voting privileges. 

Section 7.  Membership dues shall be payable at the time of application and yearly thereafter.

Section 8.  Should renewal of membership dues not be paid within six (6) months after due date, a member so in default shall be dropped forthwith from the rolls.

Section 9.  Any member of the Organization who violates the By-laws, or is charged with conduct unbecoming a good citizen or member shall be given thirty days’ notice of a hearing before the Board.  If, by a majority vote of the Board, the member is found guilty, he may be suspended or his membership terminated by appropriate action of the Board. 

Article II - Duties of Officers

ARTICLE II

DUTIES OF OFFICERS

Section 1.  The Chairman, or in his absence, the Vice Chairman will chair all meetings.  He shall appoint all committee chairpersons.  He shall serve as an ex-officio member of all standing committees and shall exercise and maintain a general supervision and control over the affairs of the Organization subject to the power and authority of the Board.  He shall serve until the next reorganization (Annual) meeting.  His term shall be two (2) years.

Section 2.  The Vice Chairman shall act in all cases for and as the Chairman in the latter’s absence or incapacity, and shall perform such other duties as he may be required to do from time to time.  He shall work closely with the Chairman to prepare himself to assume the Chairmanship upon the conclusion of the latter’s term.  His term shall be two (2) years.

Section 3.  The Secretary shall maintain accurate records of the meetings of the Organization.  He shall conduct correspondence and maintain records of correspondence sent and received.  He shall maintain membership lists and shall be responsible for notification of meetings.  He shall preserve the seal of the Organization, if any, and affix it to all documents requiring the seal of the Organization, and shall attest to the same.  He shall keep any and all materials, which are pertinent to maintaining an historical record of the proceedings of the Organization.  His term shall be two (2) years and he may succeed himself.

Section 4.  The Treasurer shall be the same as the Secretary/Treasurer of Milesburg Borough.  The Treasurer shall receive and have custody of the moneys and securities of the Organization and shall keep regular books of account.  He shall deposit all moneys in a bank to the credit of and in the name of the Organization.  Milesburg Borough shall designate such depository.  He shall sign or countersign such instruments as require his signature as may be required by the Board.  He shall prepare a monthly report on the financial condition of the Organization.  This report shall show all deposits and checks written from the beginning of the fiscal year to date.

Section 5.  The Treasurer, Milesburg Borough Council President or Milesburg Borough Council Vice President may sign all checks and drafts of the Organization.  Two signatures are required, except as otherwise authorized by resolution of the Board. 

Article III - Board of Directors

ARTICLE III

BOARD OF DIRECTORS

Section 1.  The control and conduct of the business of the Organization shall be vested in its Board of Directors.  The Board shall include no fewer than six (6) elected Directors, the immediate Past-Chairman, and, ex-officio with full voting rights, the elected officers of the Organization.

Section 2.  Directors of the Board shall be elected at the October monthly meeting of the Organization to serve for a period of three (3) years, or until their successors shall qualify.  All members of the Board shall be members of the Organization.

Section 3.  No one Director shall serve for more than four (4) consecutive terms as a member of the Board, except in the case of an individual who after four (4) terms of consecutive service on the Board is elected an Officer, and as such may serve one additional term as set forth in ARTICLE II herein above.

Section 4.  Following the adoption of these By-Laws, the Board shall, Section 2 of this article notwithstanding, classify its membership into three groups as follows:  one-third of the Directors of the Board who shall serve for a term of one year, or until their successors are duly elected and qualified; one-third who shall serve for a term of two (2) years; and one-third for a term of three (3) years.  In the event of an increase or decrease in the number of Directors, the term of any new Director shall be established by lot or otherwise, in order that as far as possible the terms of one-third of the Directors shall expire each year.  Then at each subsequent Annual Meeting, one-third of the Directors shall be elected to serve for a period of three (3) years, or until their successors are duly elected and qualified.

Section 5.  If by reason of resignation or death, or for any other reason, vacancies exist whereby the Board has not the full complement of Directors, the Board may proceed to elect a Director or Directors to fill such vacancies and the Director or Directors so elected shall serve until the next October monthly meeting of the Organization.  When for such purpose, a Director has been elected for less than a full term, such part term shall be disregarded with respect to his qualification for re-election for additional consecutive terms, as set forth in Section 3 herein above.

Section 6.  The Board shall have full authority to act for the Organization in all matters during the intervals between Regular Meetings.

Section 7.  The Board shall have power to hold their meetings at any place within the Commonwealth of Pennsylvania, and shall meet at the call of the President or by the Secretary upon request of the majority of the Board.  Notice of a meeting may be given in person or by telephone not less than three (3) nor more than ten (10) days prior to the date of the meeting or, if by mail, not less than ten (10) nor more than twenty (20) days prior to the date of the meeting, or at least ten days’ written notice shall be announced in local papers prior to this meeting.

Section 8.  A majority of the Board shall constitute a quorum at any meeting of the Board provided such quorum includes a majority of the elected Directors and a majority of those present shall decide any questions that may come before the meeting.

Section 9.  The Chairman or, in his absence, the Vice Chairman, shall act as Chairman at any meeting of the Board.  In the absence of both the Chairman and the Vice Chairman, the Board shall designate any other member of the Board to act as Chairman at such meeting.

Section 10.  The Board shall have the right, by an affirmative vote of two-thirds of the Directors, to remove any member of the Board for just cause.

Section 11.  The Board shall have control of the property and activities of the Organization.  The Board shall have the power to employ agents, workmen, and other employees to carry on the activities of the Organization. 

Article IV - Committees

ARTICLE IV

COMMITTEES

Section 1.  The Chairman, with the approval of the Board of Directors, shall appoint chairmen of Standing Committees.

Section 2.  Standing Committees shall be composed of no fewer than three (3) members including two (2) Directors.  Other members may be appointed or recruited as needed by each committee from either the Board or the general membership.

Section 3.  Terms of office shall be for one (1) year, or until their successors are appointed; but no member shall serve as Chairman of the same committee for more than three (3) consecutive years.

Section 4.  The Chairman, with the approval of the Board of Directors, may appoint Special or Task Force Committees whose terms of office will be determined by the length of the assignment to be done.

Section 5.  The Standing Committees of the Organization are:  Outreach, Finance, and Planning and Operations.

Section 6.  The Outreach Committee 1) shall keep the Organization’s membership records, 2) conduct membership campaigns to enroll new members, 3) endeavor to retain those members who have become delinquent in the payment of their dues, 4) be responsible for communication of the relevant information about the Organization and its activities which will generate interest, cooperation and participation with the media, the public, the membership, constituent organizations and communities, 5) prepare an annual newsletter under the leadership of a Board appointed Newsletter Editor, 6) encourage schools and colleges within the Organization’s territory to conduct courses in, or otherwise stress, natural history, ecology and conservation, 7) conduct, or cause to be conducted, workshops furthering the educational objectives and programs of the Organization, 8) inform and educate the public about the natural environment, 9) make arrangements for lectures, discussions, and such other events as may promote interest in and appreciation of conservation, ecology and natural history, and 10) plan, organize and arrange for the proper conduct of field trips that may be participated in by members of the Organization and others interested in the purposes and aims of the Organization.

Section 7.  The Finance Committee shall make recommendations and carry out plans for obtaining financial support for the Organization including, but not limited to, fundraising, grant applications, and loans.  The financial account shall be part of Milesburg Borough’s annual audit.

Section 8.  The Planning and Operations Committee shall be responsible for overseeing planning, prioritizing, and the general operations of all projects undertaken by the Organization, and shall be responsible for all research and technical work done for restoration of the Bald Eagle Creek including its feeder streams. 

Article V - Membership Meetings

ARTICLE V

MEMBERSHIP MEETINGS

Section 1.  The October monthly meeting of the Organization shall be held at such place as the Board may select.  Notice of this meeting may be given in person, by meeting agenda, by meeting minutes or by the Organization website.

Section 2.  Regular or Special Meetings of the Organization shall be held at a place and on date and hour to be fixed by the Chairman or the Board.  Notice of these meetings may be given in person, by meeting agenda, by meeting minutes or by the Organization website.

Section 3.  A Special Meeting of the Organization may be called by the Chairman upon receiving a notice or request from ten (10) or more members requesting such meeting and stating the purpose thereof.

Section 4.  On-Location (Field) Meetings may be held as needed for investigational purposes with no official decisions being made. 

Article VI - Finance

ARTICLE VI

FINANCE

Section 1.  Fiscal Year:  The fiscal year of the Organization shall extend from January 1 of a given calendar year to December 31 of the same calendar year.

Section 2.  Execution of Documents:  The Chairman of the Organization may sign and execute in the name of the Organization all authorized deeds, mortgages, bonds, contracts, and other instruments provided such action has been previously approved by the Board of Directors.

Section 3.  Instruments of Indebtedness:  All checks, drafts, notes, and other obligations issued in the name of the Organization shall require two (2) signatures.  The Treasurer, Milesburg Borough Council President or Milesburg Borough Council Vice President shall provide such signatures.  No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Organization 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 the purpose clause hereof.  No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization 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.  Not withstanding any other provision of this document, the Organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 4.  Authority to Hold Property:  The Board of Directors shall have the authority to serve as a Board of Trustees to administer, manage, and hold title in the name of the Organization to real estate, securities, and trust funds.

Section 5.  Dissolution:  Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 6.  Members of the Board of Directors shall be bonded at the expense of the Organization:  Directors and Officers by Errors and Omissions Insurance and surety bonding of the Treasurer. 

Article VII - Amendments

ARTICLE VII

AMENDMENTS

These By-Laws may be amended, repealed, or altered, in whole or in part, by a majority vote of the Directors at any meeting.  All Directors, however, shall have received written notice of any and all proposed changes to the By-Laws at least two (2) weeks prior to the date such changes are to be voted upon. 

Article VIII - Parliamentary Authority

ARTICLE VIII

PARLIAMENTARY AUTHORITY

The Parliamentary Authority of this Organization shall be the BEWA Simple Parliamentary Procedures. 

Article IX - Construction

ARTICLE IX

CONSTRUCTION

Section 1.  These By-Laws shall be construed under the laws of the State of Pennsylvania.

Section 2.  The masculine pronoun, as used herein above, shall mean the masculine or feminine, where applicable.

Section 3.  Organization, as used herein above, shall mean the same as Association wherever applicable.