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Bylaws of the Rachel Carson Trails Conservancy

by Steve Mentzer last modified Jan 15, 2015 06:44 PM

A Pennsylvania Non-Profit Corporation, continuing and expanding the work of the Harmony Trails Council (A Pennsylvania Non-Profit Corporation formed March 27, 1992)

As Adopted May 3, 2014

Article I - NAME

The name of this Pennsylvania non-profit corporation shall be the Rachel Carson Trails Conservancy (RCTC).

Article II - PURPOSE

The Rachel Carson Trails Conservancy is formed to preserve and promote community trails in Western Pennsylvania.

Article III - OFFICES

Section 1.The registered office of the Conservancy shall be 100 Wildflower Lane, Mars, PA 16046.
Section 2.The RCTC may also have offices at such other places as the Board of Directors may from time to time determine.

Article IV - MEMBERSHIP

Section 1.Qualifications. Any person who sympathizes with the purposes of the Conservancy and pledges to uphold its By-Laws shall become a Member upon payment of the required dues.
Section 2.Rights. Members shall have the right to vote at any meeting described in Article IX - MEMBERSHIP MEETINGS, to constitute a quorum, to be eligible for election to the Board of Directors, to initiate petitions to the Board of Directors and to otherwise participate fully in the activities of the RCTC.
Section 3.Types. The categories of membership and the initial annual dues will be as follows:
Individual $15
Family $25
Supporting $50
Sustaining $100
Corporate $250
Advisory Gratis
Annual dues may be changed from time to time by action of the Board of Directors. Each of the above categories shall entitle the Member to one vote at meetings. Advisory membership shall be bestowed by action of the Board of Directors.
Section 4.Denial or Revocation of Membership. An application for membership may be denied or membership revoked, for cause, by a majority vote of the Board of Directors with notice made by the Corresponding Secretary.

Article V - BOARD OF DIRECTORS

Section 1.Responsibilities. All ordinary business of the RCTC shall be under the sole care and management of a Board of Directors (Board). The Board of Directors shall be responsible to the membership for recommending goals, objectives, and policies of the RCTC and proper mechanisms for supporting and promoting it. The Board of Directors shall plan and implement the programs and activities approved by the membership and shall be responsible to the membership for implementing the objectives of the RCTC. The Board of Directors shall annually present to the Members a report on the state of the RCTC.
Section 2.Powers. The Board of Directors may exercise all the powers of the RCTC, including the authority to conduct its business and to contract for services on behalf of the RCTC and its Members. The Board’s powers shall rest in the group meeting in regular session; as individuals, Board members shall hold no special authority.
Section 3.Size. The Board of Directors shall consist of no fewer than five (5) and no more than fifteen (15) persons, no fewer than three (3) of whom shall be the Officers of the RCTC. The actual number of elected Directors shall be as determined by the Board of Directors.
Section 4.Terms of Office. The Directors shall be elected by and from the membership by the procedure outlined in Article XI - ELECTION OF BOARD MEMBERS. The Directors shall serve terms of three (3) years. Their terms shall be arranged so that no fewer than one-third of the actual number of Directors’ terms expire each year. They shall serve without compensation.
Section 5.Vacancies. The Board of Directors shall have the power to fill each vacancy on the Board, and the person so appointed shall serve until the expiration of the unexpired term. If at any time the Board has fewer than the maximum number of Directors, the Board may, at its option, appoint members to increase its size to that limit.
Section 6.Removal. Any member of the Board of Directors, including the Officers, may be removed from office, for cause, by two-thirds vote of the Members present at a Special Meeting convened in the manner specified in Article IX - Section 2. If a member of the Board of Directors shall absent himself from three (3) consecutive Board meetings, unless due to sickness or other reasonable cause communicated to the Board, he shall automatically forfeit Board membership. Notice will be sent by email, by the Corresponding Secretary, to confirm the forfeiture of the Board position in a reasonable time frame.
Section 7.Appeals. Any action by the Board of Directors may be reversed by a resolution adopted by a two-thirds vote of Members present at any properly convened meeting of the RCTC as described in Article IX - MEMBERSHIP MEETINGS, provided that a copy of such resolution shall have been sent to the Board of Directors at least five (5) days prior to the advance notice required in Article IX - MEMBERSHIP MEETINGS.

Article VI - OFFICERS

Section 1.The Officers of the RCTC shall include a President, a Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer. The officers shall be elected annually as specified in Section 7. They shall serve without compensation; however, the Board of Directors may reimburse the Officers for reasonable, necessary and documented expenses incurred on behalf of the RCTC.
Section 2.President. The President shall be the spokesperson for the RCTC and shall preside at the meetings of the RCTC and of its Board of Directors and its Executive Committee except as provided in Article IX - Section 4. The President shall exercise all the powers and perform all the duties normally pertaining to the office of President of a corporation; shall recommend to the Board of Directors such policies and actions as are deemed likely to be useful in carrying out the program and purposes of the RCTC; shall, with Board concurrence, appoint Chairpersons of Committees, and shall be an ex-officio member of all Committees except the Nominating Committee.
Section 3.Vice President. The Vice President shall act in the absence or disability of the President and when so acting shall have the powers of the President. The Vice President shall also perform such other duties as may be assigned by the President with the concurrence of the Board.
Section 4.Recording Secretary. The Recording Secretary shall act as secretary at all meetings of the RCTC and of the Board of Directors and of the Executive Committee; shall perform all of the duties normally pertaining to the secretary of a corporation; and shall be the custodian of the RCTC records and correspondence.
Section 5.Corresponding Secretary. The Corresponding Secretary shall keep the membership records and shall see that all notices are duly given in accordance with the provisions of these By-Laws.
Section 6.Treasurer. The Treasurer shall be responsible for the receipt and dispersal of the funds for the RCTC as approved by the Board; shall have custody of all funds and securities of the RCTC; shall be responsible for collecting dues and other receipts; shall maintain records of the RCTC’s fiscal affairs for the current year; and shall make reports to the Board of Directors at each Board meeting and annually. The Treasurer shall also ensure filing of such financial reports as tax returns and other statements that the RCTC may be required by law to file. The Board may, at its discretion, bond the Treasurer in the amount it deems appropriate.
Section 7.Elections. The Officers of the RCTC shall be elected annually from among the members of the Board of Directors by a majority vote of the Board of Directors at the first Board meeting following the election of Directors.
Section 8.Terms of Office. The Officers shall serve for terms of one year or until replacement or resignation. Their terms shall begin immediately upon election.
Section 9.Vacancies. An appointment to fill a vacancy in any office shall be made by the Board at the next Board of Directors meeting occurring after the vacancy occurs.
Section 10.Removal. Any Officer may be removed from office for cause by two-thirds vote of the Board of Directors. The resulting vacancy shall be filled as specified in Section 9 above.

Article VII - EXECUTIVE COMMITTEE

Section 1.Responsibility. The Executive Committee shall manage the business of the RCTC between meetings of the Board. It may execute all the powers of the Board of Directors of a routine, usual, or emergency nature except for the appropriation of funds. The Executive Committee shall be convened by the President upon his direction or upon request of any three (3) of its members. Three of the Executive Committee members shall constitute a quorum.
Section 2.Composition. The Officers of the RCTC shall constitute the Executive Committee.

Article VIII - STANDING AND SPECIAL COMMITTEES

Section 1.Standing Committees. All continuing functions of the RCTC, with the exception of those of the Officers and Directors, shall be administered by Standing Committees. The President shall, subject to Board of Directors’ approval, appoint Chairs of Standing Committees that may be necessary to carry out the program of the RCTC. Each Standing Committee Chair shall select such Members as are qualified and willing to serve on the Committee.
Section 2.Special Committees. The Board of Directors may establish Special Committees to conduct special activities or functions of the RCTC. The President shall, subject to Board of Directors’ approval, appoint Chairs of Special Committees. The Chair shall serve for the term of existence of the Special Committee or until removal or resignation.
Section 3.Authority. It shall be the function of Committees to investigate and make recommendations. They shall report in writing to the Board of Directors. No Special or Standing Committee shall represent the RCTC in advocacy of or opposition to any project without the specific confirmation of the Board of Directors.

Article IX - MEMBERSHIP MEETINGS

Section 1.Annual Meetings. The annual membership meeting of the RCTC shall be held in May of each year at a date, time, and place designated by the Board of Directors. The Corresponding Secretary shall ensure that notice is sent to each Member at least fifteen (15) days in advance of each Annual Meeting.
Section 2.Special Meetings. Special meetings of the membership may be called by the Board of Directors or the President. A special meeting must also be called by the Board of Directors upon receipt of a petition signed by ten percent (10%) or more of the Members to consider those questions stated on the petition. The Corresponding Secretary shall ensure that notice of such meeting is sent to each Member at least eight (8) days in advance. The business transacted at said meeting shall be confined to the purpose stated in the notice.
Section 3.Quorum. Twenty percent (20%) of the Members or twelve (12) Members, whichever is less, shall constitute a quorum for the transaction of business at any annual or special meeting of the RCTC. Except as prescribed in Article XII - AMENDMENT OF BY-LAWS, a motion shall require for adoption a simple majority of the Members present at such meeting.
Section 4.Chair Pro-Tem. The President or the Board of Directors may designate any Member to preside as Chair Pro-Tem for any part or all of such meeting.

Article X - MEETINGS OF THE BOARD OF DIRECTORS

Section 1.Regular Meetings of Directors. The Board of Directors shall hold regular monthly meetings, the date, time, and place of which shall be fixed from time to time by the Board. The President may, for cause, cancel or postpone a Board meeting.
Section 2.Special Meetings of Directors. Special meetings of the Board of Directors may be called by either the President or a majority of the Board of Directors.
Section 3.Open / Executive Session. All meetings of the Board of Directors shall be open to Members except when the Board, in its sole discretion, votes to meet in executive session, which may be required to deal with confidential matters.
Section 4.Notice. At least seven (7) days prior to each Board meeting, the Corresponding Secretary shall convey notice to each Director of the date, time and place of meeting.
Section 5.Quorum. A majority of the actual number of Directors shall constitute a quorum at all meetings of the Board of Directors. The vote of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Non-Profit Corporation Law of 1988, the Articles of Incorporation of this organization, or any provisions of these By-Laws.
Section 6.Exigencies. When an exigency arises that requires a decision and vote prior to the next regularly scheduled monthly Board of Directors meeting, any Director may pose the issue and present a resolution to the Board of Directors via email. The affirmative vote of a majority of the actual number of Directors is necessary for the resolution to pass.

Article XI - ELECTION OF BOARD MEMBERS

Section 1.Nominating Committee. At the regular Board of Directors meeting two (2) months before the Annual Meeting of each year, the President shall appoint a Nominating Committee, subject to Board approval, consisting of not less than three (3) consenting persons. The members of this Committee shall be selected from the RCTC membership at large, except that this Committee shall be chaired by a Member who is serving currently or has served previously on the Board.
Section 2.Procedure for Selecting Candidates. The Nominating Committee shall prepare a list of names of at least one (1) consenting candidate for each vacancy to be filled on the Board of Directors in the ensuing election. Candidates shall be selected from the membership at large but shall be at least twenty-one (21) years of age. Membership on the Nominating Committee will not disqualify a person for any nomination. The Corresponding Secretary shall ensure that all Members are notified at least fifteen (15) days prior to the Annual Meeting of the full list of candidates submitted by the Nominating Committee.
Section 3.Election Procedure. Prior to the Annual Meeting the Corresponding Secretary shall prepare a slate bearing the names of the candidates selected. The new Directors shall be elected by a vote conducted at the Annual Meeting. Those nominees receiving the highest number of votes shall be declared elected. A tie vote shall be resolved by another vote confined to the resolution of the tie.

Article XII - AMENDMENT OF BY-LAWS

Section 1.Proposals. Proposed amendments to the By-Laws of the RCTC may be initiated by the Board of Directors or by a petition signed by ten percent (10%) of the Members and submitted in writing to the Board of Directors for approval.
Section 2.Notification. Following approval by the Board of Directors, the Corresponding Secretary shall ensure that each Member is informed of the proposed amendment with notice of time and place of a regular or special meeting of the membership to act upon the same. Said meeting shall not be less than fifteen (15) days after the mailing of the notice.
Section 3.Adoption. The proposed amendment to the By-Laws shall require a favorable vote of two thirds of the Members present to carry.

Article XIII - FINANCE

Section 1.Fiscal Year. The fiscal year shall extend from January 1 of a given calendar year to December 31 of that year.
Section 2.Execution of Documents. The President of the RCTC may sign and execute in the name of the RCTC 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 RCTC shall be signed by either the President or the Treasurer upon approval of the Board.
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 RCTC to real estate, securities, and trust funds.
Section 5.Annual Financial Report. The Treasurer shall prepare annually a balance sheet and financial statement of operations for the preceding fiscal year.
Section 6.Bonding. The Board of Directors shall name the Officers to be bonded. Such bonding shall be at the expense of the RCTC.
Section 7.Dissolution. If at any time the RCTC shall be dissolved and there shall remain in its possession any assets, these shall not be distributed to the membership of the RCTC. Instead, the Board of Directors shall, after paying all liabilities of the RCTC, dispose of all remaining assets by donation to such causes as they deem sympathetic to the aims of the RCTC.

Article XIV - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.The RCTC shall indemnify, to the fullest extent now or hereafter permitted by law (including but not limited to the indemnification provided by 42 Pa. Cons. Stat. Section 8365 of the Directors’ Liability Act contained in the Act of November 28, 1986 P.L. 1458, No. 145, as amended 1988, Dec. 21, P.L. 1444, No. 177, Section 203, effective Oct. 1, 1989), each person who was or is made a party to or a witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was an authorized representative of the RCTC, against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.
Section 2.The RCTC shall pay expenses (including attorneys’ fees and disbursements) incurred by a person referred to in Section 1 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 1 hereof in advance of the final disposition of such action, suit or proceeding. The expenses incurred by such person shall be paid by the RCTC in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the RCTC for the reasons set forth in Section 4 hereof.
Section 3.The RCTC may, as determined by the Board of Directors from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who is not an authorized representative of the RCTC if such person was or is made a party to or a witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of such person’s activities in connection with the RCTC, against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. The RCTC may, as determined by the Board of Directors from time to time, pay expenses incurred by any such person by reason of his participation in an action, suit or proceeding referred to in this Section 3 in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the RCTC for the reasons set forth in Section 4 hereof.
Section 4.Indemnification under this Article shall not be made by the RCTC in any case where a court determines that the alleged act or failure to act giving rise to the claim for indemnification is expressly prohibited by the Director’s Liability Act, 42 Pa. Con. Stat. Sections 8361 et seq. contained in the Act of November 28, 1986 P.L. 1458, No. 145, as amended 1988, Dec. 21, P.L. 1444, No. 177, Section 203, effective Oct. 1, 1989, or any successor statute as in effect at the time of such alleged action or failure to take action.
Section 5.The Board of Directors shall have the power to borrow money on behalf of the RCTC, including the power to pledge the assets of the RCTC, from time to time to discharge the RCTC’s obligations with respect to indemnification, the advancement and reimbursement of expenses, and the purchase and maintenance of insurance. The RCTC may, in lieu of or in addition to the purchase and maintenance of insurance referred to in Section 6 hereof, establish and maintain a fund of any nature or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Article or otherwise.
Section 6.The RCTC shall purchase and maintain insurance on behalf of each Director and officer against any liability asserted against or incurred by such Director or Officer in any capacity, or arising out of such Director’s or Officer’s status as such, whether or not the RCTC would have the power to indemnify such Director or Officer against such liability under the provisions of this Article. The RCTC shall not be required to maintain such insurance if it is not available on terms satisfactory to the Board of Directors, because either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance. The RCTC may purchase and maintain insurance on behalf of any other person referred to in Section 1 and Section 3 hereof against any liability asserted against or incurred by such person in any capacity, whether or not the RCTC would have the power to indemnify such person against such liability under the provision of this Article.
Section 7.Each authorized representative of the RCTC shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested Directors, statute or otherwise, both as to action in such person’s official capacity and as to action in another capacity while acting as an authorized representative of the RCTC, and shall continue as a person who has ceased to be an authorized representative of the RCTC and shall inure to the benefit of the heirs, executors and administrators of such person. Indemnification and advancements of expenses under this Article shall be provided whether or not the indemnified liability arises or arose from any threatened, pending, or completed action by or in the right of the RCTC. Any repeal or modification of this Article by the Board of Directors of the RCTC shall not adversely affect any right or protection existing at the time of such repeal or modification to which any person may be entitled under this Article.
Section 8.For the purposes of this Article, the term “authorized representative” shall mean a Director, officer, employee or agent of the RCTC, or a director, custodian, administrator, committee man or fiduciary of any employee benefit plan established and maintained by the RCTC, or a person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the RCTC.

Article XV - ELIMINATION OF DIRECTORS’ LIABILITY

Section 1.A Director of the RCTC shall not be personally liable for monetary damages for any action taken or failure to take any action, provided however, that this provision shall not eliminate or limit the liability of a Director to the extent that such elimination or limitation of liability is expressly prohibited by the Directors’ Liability Act contained in the Act of November 28, 1986 P.L. 1458, No. 145, as amended 1988, Dec. 21, P.L. 1444, No. 177, Section 203, effective Oct. 1, 1989, as in effect at the time of the alleged action or failure to take action by such Director.
Section 2.Any repeal or modification of this Article by the Members or the Directors of the RCTC shall not adversely affect any right or protection existing at the time of such repeal or modification to which any Director or former Director may be entitled under this Article. The rights conferred by this Article shall continue as to any person who has ceased to be a Director of the RCTC and shall inure to the benefit of the heirs, executors and administrators of such person.

Article XVI - MISCELLANEOUS

Section 1.Saving Provision. In the event that any portion of these By-Laws is held to be invalid by a Court of the Commonwealth of Pennsylvania, the remainder of these By-Laws shall not be affected.
Section 2.Order of Precedence. Proceedings of this RCTC shall be governed first by these By-Laws as most recently amended; thereafter by Robert’s Rules of Order, latest edition, and finally by the Pennsylvania Non-Profit Corporation Law as most recently amended.
Section 3.Notice by Email. Whenever written notice is required by these By-Laws to be given to any person, it may be given to the person either personally or by sending a copy by first class or express mail, postage prepaid, or by facsimile or electronic mail transmission, to his or her address (or to his or her facsimile number or electronic mail address) appearing on the books of the RCTC or supplied by him or her to the RCTC for the purpose of notice. If the notice is sent by mail it shall be deemed to have been given when deposited in the United States mail for delivery to that person or, in the case of facsimile when delivery has been confirmed or, in the case of electronic mail by delivery receipt or lack of a delivery failure notice.
Section 4.Telecommunications. Unless otherwise restricted by the Articles of Incorporation of this organization, or any provisions of these By-Laws, any Director or Member may participate in a meeting by means of conference telephone or similar communications equipment such that all individuals participating in the meeting can hear each other. Participation in a meeting pursuant to this subsection constitutes presence in person at the meeting.
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