Any suggestions for future woodswalks are encouraged and will be greatly appreciated. Please contact us at the email address near the bottom of the home page.
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Board, McKean County:
Board, Cameron County:
Board, Potter County:
Verda Weder Knowlton
Board, Elk County:
Penn State Advisor:
Dr. Kimberly Bohn
Service Forester McKean, Potter:
Service Forester Elk, Cameron:
Walt PetrickForestry Links
North Central Forest Landowners Association
Central Forest Landowners Association, Inc.
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).
North Central Forest Landowners Association, Inc. was founded on
November 29, 1998 to:
information, exchange ideas, and educate its members and others
about the methods and benefits of proper forest management.
best forest management practices to sustain the forest and to
address landowners’ issues regarding improving wildlife
habitat, recreational opportunities, and economic and forest
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.
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.
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.
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.
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.
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
Year shall be on a fiscal year basis beginning July 1 and ending
June 30. Dues are payable by June 30th.
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
ARTICLE IV—MEMBERSHIP MEETINGS
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.
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.
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
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
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
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
All meetings for the furtherance of this association’s
objectives shall be conducted in accordance with Roberts Rules of
order of business at the annual meeting shall be:
and disposal of minutes
of officers and committees
V—OFFICERS AND DIRECTORS
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”.
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.
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
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
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.
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.
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.
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.
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.
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
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.
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.
The Board has the right to appoint and disband committees as
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.
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:
or more officers/directors of the association whom the board
reasonably believes to be reliable and competent in the matters
public accountants or other persons as to matters which the board
reasonably believes to be within the professional or expert
competence of such person.
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
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.
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:
board member has breached or failed to perform the duties of
his/her office under this section.
breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
provisions of this section shall not apply to:
responsibility or liability of a board member pursuant to any
criminal statute; or
liability of a board member for the payment of taxes pursuant to
local, State or Federal law.
VII—DUTIES OF OFFICERS
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.
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.
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
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.
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.
VIII—NOMINATION, ELECTIONS, AND TERMS OF OFFICE
for board of directors/officers shall be held biannually prior to
the November annual membership meeting.
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
voting members from the general membership shall elect the directors
and officers by mail ballot.
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.
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.
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
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.
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.
X—BOOKS AND RECORDS
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.
of records: Every member shall, upon
written request stating the purpose thereof, have a right to examine
the business records.
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.
XII—TRANSACTION OF BUSINESS
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.
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.
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.
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).
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:
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.
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.
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
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.
report shall be filed with the minutes of the meeting of members.
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.
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.
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.
year: The financial year of the association
shall begin on the first day of January.
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.
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.
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.
XVIII - AMENDMENTS
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.
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.