North Central Forest Landowners Association, Inc. –2/8/09

Bylaws

ARTICLE I—ORGANIZATION

The North Central Forest Landowners Association, Inc., hereafter known as the association, is a non-profit 501(c) (3) corporation, duly incorporated on March 19, 2008, representing owners and/or managers of 5 or more acres of woodland in McKean, Potter, Cameron and Elk Counties. The association is organized exclusively for charitable and educational purposes, including for such purposes the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

ARTICLE 11—PURPOSE

1. The North Central Forest Landowners Association, Inc. was founded on November 29, 1998 to:

1. Provide information, exchange ideas, and educate its members and others about the methods and benefits of proper forest management.

2. Emphasize best forest management practices to sustain the forest and to address landowners’ issues regarding improving wildlife habitat, recreational opportunities, and economic and forest conservation values.

3. Provide educational opportunities, in cooperation with the Penn State Cooperative Extension and the DCNR Bureau of Forestry, which consider a wide variety of ownership objectives and recognize the importance of forests to the North Central Region.

ARTICLE III—MEMBERSHIP

1. Full Membership in the association shall be open to all owners and/or managers of 5 or more acres of woodland within McKean, Potter, Cameron and Elk Counties (regardless of place of residence). Full membership includes one vote in association business. Properties of multiple blocks or those held by more than one owner, such as Clubs, corporations, partnerships, estates, etc., shall have one vote.

2. Family Membership in the association shall be open to all owners and/or managers of 5 or more acres of woodland within McKean, Potter, Cameron and Elk Counties (regardless of place of residence) and will be two full memberships of any combination of immediate family members such as husband and wife, father or mother, son or daughter, brothers or sisters and includes two votes in association business.

3. Associate Membership (non-voting) in the association shall be open to all others not owning land in McKean, Potter, Cameron and Elk Counties but who are interested in proper forest management.

4. Student Memberships (non-voting) are available to full-time students who reside, or attend school in this region and who are interested in proper forest management.

5. The annual dues shall be established by the board of directors and approved by a majority vote of the voting members which attend the Annual Meeting. Current dues are: Family Membership ($25.00), Full Members ($15.00), Associate Members ($10.00), and Student Members ($5.00).

6. Membership Year shall be on a fiscal year basis beginning July 1 and ending June 30. Dues are payable by June 30th.

7. Member in Good Standing is defined as one who has paid his/her dues in full, and who abides by the bylaws and rules of the association. A membership can be revoked at the sole discretion of the Board due to willful violation of the association bylaws and rules; or conduct which is not conducive to the good will and best interest of the association.

ARTICLE IV—MEMBERSHIP MEETINGS

1. Annual Meetings of the members of the association shall be the annual banquet meeting held on the first Sunday of November in each year at such time and place as determined by the board of directors, with at least one in each county on a rotation basis.

2. Regular meetings of the membership of this association shall be held at least two times a year (including the annual banquet meeting) or as otherwise determined by the board of directors.

3. Special meetings of the general membership may be called as necessary by the president, or the board of directors, or members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the particular meeting. It shall be the duty of the secretary to fix the time of the meeting which shall be held not more than sixty (60) days after the receipt of the request. If the secretary shall neglect or refuse to fix the time of the meeting, the person(s) calling the meeting may do so. Business transacted at all special meetings shall be confined to the subject(s) stated in the call.

4. Written notice of every meeting of the members, shall be given by, or at the direction of, the secretary to each member of record entitled to vote at the meeting. The notice shall be mailed to the last known address of the member, not less than ten days before such a meeting, unless a greater period of notice is required by statute. Such notice shall state the objective(s) and the time and place of meeting.

5. Quorum: A majority of the voting members present shall constitute a quorum for transaction of business at all meetings of members of the association, except as may be otherwise provided by law or by the Articles of Incorporation. The members present at a duly-organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

6. Duties: Voting members, in good standing, shall: elect officers and members of the board of directors; approve the corporate bylaws; approve the purchase and sale of real estate; approve any compensation for board members; and vote on such other business as the board submits to the membership.

7. Meetings: All meetings for the furtherance of this association’s objectives shall be conducted in accordance with Roberts Rules of Order.

8. The order of business at the annual meeting shall be:

   1. Call to order

   2. Reading and disposal of minutes

   3. Reports of officers and committees

   4. Unfinished business

   5. New business

   6. Adjournment

ARTICLE V—OFFICERS AND DIRECTORS

1. Board of Directors: For clarification purposes, the Board shall consist of eight in number, including four directors together with four officers, who will comprise the board of directors of the association hereafter referred to as the “Board” or the “board of directors”.

2. Officers: Officers of the association shall consist of president, vice president, secretary and treasurer and shall comprise a portion of the board of directors. The election of officers shall be by majority vote of the voting members via mail ballot and each shall serve until his/her successor shall be elected. The officers shall hold office from January 1, following their election, for a period of two years thereafter.

3. Directors: There shall be four in number, with one member from Potter, McKean, Cameron and Elk Counties, if possible, who will be elected by a majority of the voting members via mail ballot and shall comprise a portion of the board of directors. Each shall serve until his/her successor shall be elected. The directors shall hold office from January 1, following their election, for a period of two years thereafter.

4. Removal: Any officer or director may be removed by the majority of the Board whenever in its judgment; the best interests of the association will be served thereby.

ARTICLE VI—DUTIES OF BOARD OF DIRECTORS

1. Association Business: The board of directors shall have general supervision and control of the business and affairs of the association. They shall ensure the installation of an accounting system that shall be adequate to the requirements of the business and it shall be their duty to require proper records to be kept of all business transactions.

2. In addition to the powers and authorities expressly conferred upon them by the bylaws, the board of directors may exercise all such powers of the association and do all such lawful acts and things as are by statute or by the Articles or by these bylaws directed or required to be exercised or done by the members.

3. Compensation: The compensation, if any, of the members of the board of directors, shall be determined by the members of the association at any annual or special meeting of the association.

4. Association Funds: The board of directors shall approve one or more banks to act as depositories of the funds of the association and shall approve the manner of receiving, depositing and disbursing the funds of the association and the form of checks and the person or persons by whom same shall be signed, with power to change banks and the person or persons signing such checks and the form thereof at will.

5. Meeting Notices: Oral or written notice of each meeting of the Board shall be given each board member by or under the supervision of the secretary of the association not less than 48 hours prior to the time of the meeting, but such notice may be waived by all directors, and appearance at a meeting shall constitute a waiver of notice.

6. Special meetings of the Board shall be held whenever called by the president or by a majority of the Board members. Each call for a special meeting shall be in writing signed by the person or persons making the same, addressed and delivered to the secretary, and shall state the business to be transacted, and the time and place of such a meeting.

7. Quorum: A majority of the Board in office shall be necessary to constitute a quorum for the transaction of business. Any action which may be taken at a meeting of the Board may be taken without a meeting, if a written “Consent in Lieu of a Special Meeting” setting forth the action taken is signed by all of the directors in office and is filed with the secretary of the association.

8. Advisors: The Board may appoint anyone to serve on the board in an advisory capacity. These persons shall be known as associated members of the board.. Associated members of the board shall not have a right to vote in matters of the association brought before the Board nor shall they be counted in establishment of a quorum. Any associated members of the board shall serve at the discretion of the board.

9. Committees: The Board has the right to appoint and disband committees as needed.

10. Disqualification: In the event that any officer or director should fail to attend three (3) consecutive meetings without being excused by the president for a good reason, he/she shall be disqualified as an officer and/or director.

11. Good Faith: A member of the Board of the association shall stand in a fiduciary relation to the association and shall perform his/her duties as a Board member, including his/her duties as a member of any committee of the Board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interests of the association, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties, a Board member shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:

    1. One or more officers/directors of the association whom the board reasonably believes to be reliable and competent in the matters presented.

    2. Counsel, public accountants or other persons as to matters which the board reasonably believes to be within the professional or expert competence of such person.

    3. A committee of the Board upon which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which the board reasonably believes to merit confidence.

12. A board member shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.

13. Liability: Absent a breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a board member or any failure to take any action shall be presumed to be in the best interests of the association. A board member of the association shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

    1. The board member has breached or failed to perform the duties of his/her office under this section.

    2. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions of this section shall not apply to:

3. The responsibility or liability of a board member pursuant to any criminal statute; or

4. The liability of a board member for the payment of taxes pursuant to local, State or Federal law.

ARTICLE VII—DUTIES OF OFFICERS

1. The President shall be the chief executive officer of the association and shall have general and active management of the affairs of the association; he/she shall preside over all meetings of the members and board of directors; shall see that all orders and resolutions of the board are carried into effect. He/she shall be an Ex-Officio member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of president. The president shall provide, at each annual meeting of members of the association, an annual report of the work of the association. The president shall sign all certificates and papers of the association as he or she may be authorized or directed to sign by the board of directors, provided, however, that the board might authorize any person to sign any or all checks, contracts and other instruments in writing on behalf of the association. The president shall perform such other duties as may be prescribed by the board. The president shall also be authorized to sign checks.

2. Audit Committee: at least once in each fiscal year, the president shall appoint an auditing committee of at least three members. The committee shall make a careful audit of the books and accounts of the association and render a report in writing thereon, which shall be submitted to the members of the association at the annual meeting. The committee may secure the services of a competent and disinterested public auditor or accountant.

3. The Vice President shall, in the absence or disability of the president, perform the duties of the president with all the rights, privileges, and powers as if he or she has been duly elected president and shall perform such other duties as he/she may be required to do from time to time.

4. The Secretary shall attend all sessions of the board and all meetings of the members and act as clerk thereof, and record all the votes of the association and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the board of directors when required. The secretary shall give and serve all notices to members; shall submit minutes of the membership meeting to all members; and shall serve all notices required by law and by these bylaws. The secretary shall present to the membership and to the board of directors any and all communication addressed to the association since the last membership/board meeting. The secretary shall maintain the Original Membership Register; be custodian of the records of the association; shall make all reports required by law; shall sign all certificates and other papers pertaining to the association as he/she may be authorized or directed to sign by the board of directors; and shall perform such other duties as required by the board of directors or president, under whose supervision he/she shall be. The secretary shall attend to all correspondence of the association and shall exercise all advice incident to the office of the secretary. Upon election of a successor, the secretary shall turn over to the successor all books and other property belonging to the association that may be in his/her possession.

5. The Treasurer shall have custody of the funds and securities of the association and shall keep full and accurate accounts of receipts and disbursements in books belonging to the association. He/she shall deposit all such moneys in the name of the association in a separate account to the credit of the association in such banks and trust companies or depositories as shall be selected in accordance with these bylaws. He/she shall receive and disburse the funds of the association as may be ordered by the board, taking proper vouchers for disbursements, and shall render to the president and board members, at the regular meetings of the board, or whenever they may require it, an account of all his/her transactions as treasurer and of the financial condition of the association He/she shall provide a written report of the financial condition of the association at all meetings of the members and will prepare any required tax forms as directed by the president or the board of directors. The treasurer is authorized to sign all checks. The treasurer will assist the secretary with membership verification by maintaining the Duplicate Membership Register.

ARTICLE VIII—NOMINATION, ELECTIONS, AND TERMS OF OFFICE

1. Elections for board of directors/officers shall be held biannually prior to the November annual membership meeting.

2. Nominating Committee: The board of directors shall appoint a nominating committee of three members in good standing, which shall place in nomination, voting members who are in good standing for the election of president, vice-president, secretary, and treasurer, and at-large vacancies on the board of directors (each county should, if possible, be represented). The nominating committee shall report its nominations to the board of directors at a meeting prior to elections. Any voting member, in good standing, may send via mail additional nominations to the nominating committee using the official nomination form (available at membership meetings) and which the nominating committee has sole discretion to accept. No person who is a candidate for office shall serve on the nominating committee.

3. The voting members from the general membership shall elect the directors and officers by mail ballot.

4. Election ballots for officers and directors will be mailed to voting members one month prior to the annual November membership banquet meeting and ballots must be returned no later than one week before the annual membership meeting to the Nominating Committee for counting. Ballots will be retained for 60 days after the election. Election results will be presented at the annual membership meeting.

5. The term of office for officers and directors shall be two years, commencing January 1 after the election. Contested elections shall be decided by mail ballot vote.

ARTICLE IX—VACANCIES

1. Directors: Whenever a vacancy occurs in the position of director, other than from expiration of a term of office, a majority of the remaining board, though less than a quorum, shall appoint a member to fill the vacancy for the unexpired term or until his/her successor is elected.

2. Officers: If the office of any officer becomes vacant for any reason, the board shall appoint a successor who shall fill the vacancy for the unexpired term or until his/her successor is elected.

3. An exception shall be the vacancy of the president. The vice-president shall then fill the office of president, and the board shall appoint a new vice-president to serve the remainder of the unexpired term or until his/her successor is elected.

ARTICLE X—BOOKS AND RECORDS

1. Duplicate records: The association shall keep an original and duplicate record of the proceedings of the members and the directors, the original or a copy of its bylaws, including all amendments thereto to date, certified by the secretary of the association, and an original and duplicate membership register, giving the names of the members, and showing their respective addresses and the class and other details of the membership of each. The association shall also keep appropriate, complete and accurate financial books or records of account. The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated in the 4-county area.

2. Examination of records: Every member shall, upon written request stating the purpose thereof, have a right to examine the business records.

ARTICLE XI—MEMBERSHIP CARDS

1. Membership in the association shall be evidenced by a membership card in the form and style as the board may determine. The fact that the association is a nonprofit corporation shall be noted conspicuously on the face of each card, which will be signed by the president or vice president and by the secretary, and will show the voting status of the member.

ARTICLE XII—TRANSACTION OF BUSINESS

1. Real property: The association shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of a majority of the members in office of the board of directors. No vote or consent of the members shall be required to make effective such action by the board. If the real property is subject to a trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.

2. Fees: Whenever the lawful activities of the association involve among other things, the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the association, and in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the association.

3. Checks: All checks or demands for money and notes of the association shall be signed by such officer or officers as the board of directors may from time-to-time designate.

4. Prohibited Activities: No substantial part of the activities of the association shall be 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. The association 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 of 1954 (or the corresponding provision of any future United States Internal revenue law) or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

ARTICLE XIII—ANNUAL REPORT

1. The board of directors shall present annually to the members a report, verified by the president, treasurer and secretary or by a majority of the directors, showing in appropriate detail the following:

2. The assets and liabilities, including the trust funds, of the association as of the end of the fiscal year immediately preceding the date of the report. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.

3. The revenue or receipts of the association, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the association.

4. The expenses or disbursement of the association, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the association

5. The number of members of the association as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and address of the current members may be found.

6. This report shall be filed with the minutes of the meeting of members.

ARTICLE XIV—NOTICES

1. Written notices: Whenever written notice is required to be given to any person, it may be given either personally or by sending a copy thereof by first class mail, postage prepaid, to his/her address appearing on the books of the association, or, in the case of directors, supplied by him/her to the association for the purpose of notice. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. A meeting notice shall specify the place, day and hour of the meeting and any other information required by statute or these bylaws. When a special meeting is adjourned due to lack of a quorum, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

2. Waiver of notice: Whenever any written notice is required to be given under the provisions of the statute or the bylaws of this association, a waiver in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. In the case of a special meeting of members such waiver of notice shall specify the general nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XV—COMPLAINTS

1. Any complaint made by a member regarding the conduct of another member or the conduct or performance of any officer, director or committee member, or any complaint concerning the operation of any phase of the association’s activities or facilities shall be submitted in writing, by such complaining member, to the secretary who shall transmit it to the board of directors for a final disposition.

ARTICLE XVI—MISCELLANEOUS PROVISIONS

1. Financial year: The financial year of the association shall begin on the first day of January.

2. Telephone participation: One or more persons may participate in a meeting of the board or of the members by means of conference/speaker telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE XVII—INDEMNIFICATION

1. The association shall indemnify each of its directors, officers, and employees whether or not then in service as such (and his/her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him/her in connection with the defense of any litigation to which the individual may have been a party because he/she is or was a director, officer or employee of the association. The individual shall have no right to reimbursement, however, in relation to matters as to which he/she has been adjudged liable to the association for negligence or misconduct in the performance of his/her duties, or was derelict in the performance of his/her duty as director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his/her office or employment. The right to indemnity for expenses shall also apply to the expense of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

2. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such director, officer or employee may be entitled.

ARTICLE XVIII - AMENDMENTS

1. These bylaws may be adopted, amended or repealed by a majority vote of the voting members present at a regular or special members meeting, provided a copy of such amendments is furnished to the board of directors at least one month prior to holding the meeting at which such amendment is voted upon. Voting can be by mail or proxy.

ARTICLE XIX—DISSOLUTION

1. Upon the dissolution of the North Central Forest Landowners Association, Inc., 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.

Adopted: 2-8-09