Governance

Clarion County Historical Society
17 South Fifth Avenue, Clarion, Pennsylvania 16214-1501

By Laws
Adopted September 20,1955. Amended April 17, 2007; November 20, 2007; July 15, 2008

ARTICLE I - NAME, OFFICES AND PURPOSES

1.1. NAME - The name of the corporation is the Clarion County Historical Society (hereinafter referred to as "Society").

1.2. PRINCIPAL OFFICE - The principal office of the Society shall be at 17 South Fifth Avenue, Clarion, Pennsylvania, 16214.

1.3 OTHER OFFICES - The Society shall have such other offices in such places as the Board of Directors may from time to time designate.

1.4 PURPOSES - The Society is incorporated exclusively for charitable and educational purposes, particularly to provide discovery, collection, and preservation of materials pertaining to the history of Clarion County and to encourage the study and appreciation of that history.

1.5 LIMITATIONS -Nothing herein shall be construed to authorize the Society, or any member of the Board of Directors, directly or indirectly, to engage in any unlawful activity or any activity prohibited by Federal or Pennsylvania State Laws. The Society shall not carry on, nor permit any activity, directly or indirectly, not permitted by the Federal Income Tax Law under Section 501(c)3 of the Internal Revenue Code.

ARTICLE II - MEMBERS

2.1 MEMBERSHIP - The members of the Society shall be those who have paid dues and are currently in good standing. Classes of membership and the dues payable for each class shall be established by the Board of Directors.

A member will be suspended for non-payment of dues, but will be reinstated on receipt of dues in full.

A member may be expelled from membership by the Board of Directors for just cause. An expelled Member can not be reinstated for at least two (2) years, and may be reinstated only by approval of the Board of Directors.

2.2 MEETINGS OF THE MEMBERS - An annual meeting of the General Membership of the Society shall be held during the month of October at a location in Clarion County as determined by the Board of Directors. Written notice of this meeting will be provided to the members at least thirty days in advance.

Special meetings of the General Membership of the Society may be called for by the Board of Directors at any time, or upon receipt by the Chairman of a written request for such by 10% of the current membership. Each member present shall have the right to vote on issues brought before the General Membership.

2.3 QUORUM - Ten percent (10%) of the current membership of the Society shall constitute a quorum at any scheduled meeting of the General Membership of the Society. Each member present has the right to one (1) vote.

ARTICLE III - DIRECTORS

3.1 NUMBER AND QUALIFICATIONS - The business and affairs of the Society shall be governed by its Board of Directors which shall consist of not less than eight (8) and not more than twelve (12) persons being at least eighteen (18) years of age and a member of the Society.

3.2 ELECTION AND TERM OF OFFICE – The Board will elect individuals as presented by the nominating committee to fill expired terms that exist. Elected individuals must meet the eligibility requirements of Section 3.1. Any Director may be removed with cause at any time by a majority vote of Board of Directors.

Directors shall serve for a term of three (3) years. Directors can be re-elected for consecutive terms.

3.3 VACANCIES –When a Board Member is absent for three (3) unexcused meetings, the Board may consider to declare the position as vacant. All other vacancies shall be filled by appointment of the President of the Board of Directors with confirmation by the Board of Directors at a regularly scheduled meeting of the Board. Appointees must meet the eligibility requirements outlined in Section 3.1.

3.4 ANNUAL MEETING OF THE BOARD OF DIRECTORS - An annual meeting of the Board of Directors shall be held during the month of November for the purpose of organization for the coming year.

3.5 REGULAR MEETINGS OF THE BOARD OF DIRECTORS – Unless otherwise ordered by the Board of Directors, the regular meeting of the Board of Directors shall be the third Tuesday of each month at 6:30 PM.

3.6 SPECIAL MEETINGS - Special meetings of the Board of Directors may be called by the Chairman, or by a majority of the Board of Directors.

3.7 QUORUM - A majority of the Directors in office shall be necessary to conduct the transaction of the business of the Society. The acts of a majority of the Directors in office shall be the acts of the Board of Directors.

3.8 LIABILITY - A Director of the Society shall not be personally liable for monetary damages for any action taken, or any failure to take action, on or after the adoption of these by-laws, unless the Director has breached or failed to perform the duties of the Director's office as provided for under Section 8363 of the Pennsylvania Directors Liability Act and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Any repeal, amendment, or modification of the Article shall be prospective only and shall not increase, but may decrease a Director's liability with respect to actions or failures to act occurring to such change.

3.9 PARLIAMENTARY AUTHORITY The current edition of "Robert's Rules of Order" will be the parliamentary authority in issues not covered by the Society's Articles of Incorporation, ByLaws, or Policies and Procedures.

ARTICLE IV - COMMITTEES

4.1 APPOINTMENT OF COMMITTEES – The Chairman of the Board of Directors will appoint the Chairpersons of the following permanent committees: Finance Committee, Building and Grounds Committee, Museum and Collections Committee, Library Committee, and Program Committee.

The Chairman may also appoint other committees as needed with approval by the Board of Directors.

Each standing committee shall include at least one member of the Board of Directors.

Any committee so appointed shall have power to manage the business and affairs of the Corporation to the extent provided in the resolution by which it is established except that no such committee shall have the power or authority to submit to the members any action requiring the members approval; to fill vacancies in the Board of Directors; to adopt, amend or repeal the by-laws; to amend or repeal any resolution of the board; or to take action on any committee matter by resolution of the Board. In the absence or disqualification of any member of a committee, the other member or members who are not themselves disqualified, whether or not they constitute a quorum , may unanimously appoint another and act at the meeting in place of the absent or disqualified members.

4.2 QUORUM - A majority of the members of a committee shall constitute a quorum for the transaction of committee business.

4.3 MEETINGS AND NOTICES - A committee may, by resolution, establish regular meeting dates. Special meetings of the committee may be held at the call of the committee Chairperson.

4.4 REPORTS TO THE BOARD - All action taken by the committees shall be reported to the Board of Directors at the regular meeting of the Board of Directors.

ARTICLE V - OFFICERS

5.1 NUMBER AND QUALIFICATIONS - The officers of the Corporation shall be an Executive Director, Chairman, Vice Chairman, Secretary, Treasurer and such other officers and assistant officers as the Board of Directors may from time to time authorize. Each of these offices must be held by a member of the Board of Directors. No Director may hold more than one office.

5.2 OFFICER VACANCIES - A vacancy caused by the death, disability, resignation, or removal of any officer or assistant officer, or by the creation of a new office, will be filled by the Board of Directors at the meeting of the Board of Directors.

5.3 EXECUTIVE DIRECTOR - The Board of Directors may contract an Executive Director of the Society. The Executive Director as a voting officer shall be responsible for the management of all the affairs of the Society and shall perform all duties incidental to the office which may be required by law and all such other duties as are properly required by the Board of Directors as stated in the contract. The Executive Director shall make reports to the board of Directors and shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Executive Director shall serve as an ex-officio member of all committees.

5.4 CHAIRMAN OF THE BOARD OF DIRECTORS - It is the duty of the Chairman to call meetings to order at the appointed time, to preside over all meetings, to announce the business before the assembly in its proper order, to state and put all questions properly brought before the assembly , to preserve order and decorum and decide all questions of order. The Chairman shall appoint all Committee Chairs and shall be an ex-officio member of all committees. The Chairman shall declare vacancies of the Board of Directors with just cause.

5.5 VICE-CHAIRMAN - The Vice-Chairman shall perform the duties of the Chairman, in the absence of the Chairman, and shall assist the Chairman as requested.

5.6 SECRETARY - The Secretary shall record the minutes of all meetings of the Board of Directors and shall, in general, perform such other duties as are incident to the office of secretary and as may be assigned by the Board of Directors.

5.7 TREASURER - The Treasurer shall be the financial officer of the Society, and be responsible for all funds of the Society, and the books and records relating to the same.

ARTICLE VI - INDEMNIFICATION

6.1 INDEMNIFICATION OF OFFICERS -Every person who is or shall have been a Board Member of the Society shall be indemnified by the Society against all costs and expenses reasonably incurred or imposed upon him or her in connection with or resulting from any action, suit, or proceeding to which he or she may be made a party by reason of his or her being or having been a Board Member of the Society, except in relation to such matters as to which he or she shall finally by adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct or willful negligence in the performance of his or her duty as a Board Member of the Society. Costs and expenses of actions for which this Article provides indemnification shall include among other things, attorney's fees, damages, and resasonable amounts paid in settlement. An expelled member of the Board of Directors shall not be privilege to such indemnification.

ARTICLE VII - FISCAL YEAR

7.1 The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

ARTICLE VIII - DISSOLUTION

8.1 In the event of dissolution of the Society either by operation of law or by action of the Board of Directors, after payment of all creditors, its assets shall be distributed to invest in the Pennsylvania Historical and Museum Commission or to a nonprofit corporation in the Commonwealth of Pennsylvania that shall have as its purpose goals similar to those of the Society and which shall have been qualified as tax exempt under the United States Internal Revenue Code.

ARTICLE IX - AMENDMENTS

9.1 These by-laws may be amended or repealed and new by-laws adopted after initial presentation by a vote of a majority of all of the Board of Directors at the next regularly scheduled board meeting.