BY-LAWS
THE HISTORICAL SOCIETY OF CAMP HILL
ARTICLE I
OFFICES
Section 1.1. The registered office shall be located at 2145 Walnut Street, Camp Hill, PA 17011
Section 1.2. The corporation may also have offices at such other places as the members may from time to time determine.
ARTICLE II
MEMBERS
Section 2.1. There shall be one class of members of the corporation whose voting and other rights and interest shall be equal.
Section 2.2. Any natural person of full age shall be admitted to membership, upon application, if the person is found by the existing members to be qualified to further the purposes of the corporation by his or her experience, training and ability and interest in the purposes, goals and objectives of this corporation. The initial members shall be Joseph Metro, Bob Landis, Paul Hawbecker, Ed Ochs, Reed Ernst, Paul Sheaffer, [John C.] Chuck Traub, Gayle Diehl, Natalie, Klee, Nead Miller, Jinny Springer, Mary Duggan, Lois Shirk, Christine Rathbun and Wayne Yost.
Section 2.3. A member other than the initial member may be expelled and his or her membership thereby terminated for failure to act in furtherance of the purposes, goals and objectives of the corporation, after a hearing held before such number of other members of the corporation as would constitute a quorum for the transaction of business, held upon five (5) days’ notice to all parties, and after a two-thirds majority vote as such meeting in favor of expulsion.
Section 2.4. All meetings of the members shall be held at the registered office or such other places, within or without the Commonwealth of Pennsylvania, as the members may from time to determine.
Section 2.5. The annual meeting of members shall be held the first Thursday in November of each calendar year, or as close to such date as practicable, for the election of officers and directors and other business, at such place as the members shall determine. If the annual meeting shall not be called and held within six (6) months after the designated time, any member may call such meeting at any time thereafter.
Section 2.6. Written notice of the annual meeting specifying the place, date and hour of annual meeting shall be given at least five (5) days prior to the meeting.
Section 2.7. Special meetings of the members for any purpose or purposes other than those regulated by statute or by Articles of Incorporation, may be called at any time by the President or a majority of the members upon written request delivered to the Secretary of the corporation. Upon receipt of such request, it shall be the duty of the Secretary to fix the time of the meeting, which shall be held not more than fifteen (15) days as the Secretary may fix. IF the Secretary shall neglect or refuse to fix the date of the meeting, the person or persons calling the meeting may do so.
Section 2.8 Written notice of any special meeting of members stating the place, the date and hour and the general nation of the business to be transacted thereat, shall be given to each member entitled to vote thereat at such address as appears on the books of the corporation at least five (5) days before each meeting, unless a greater period of notice is required by statute in a particular case.
Section 2.9. Business transacted at all special meetings shall be confined to the business stated in the call.
Section 2.10. Those members present in person shall constitute a quorum at a meetings of the members for the transaction of business if such members constitute a majority of all members entitled to the present thereat, except as otherwise provided by statute or by the Articles of Incorporation of by these By-Laws. IF however, at any meeting of members where by statue or by the Articles of Incorporation a greater number of such members is required for a quorum but such meeting cannot be organized because a quorum has not attended, the members entitled to vote thereat, present in person, shall power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of officers and directors such meeting may be adjourned only from day to day or for such longer periods not exceeding fifth (14) days as a majority of the members present in person shall direct until officers and directors shall have been elected. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 2.11. When a quorum is present at any meeting, the vote of a majority of the members having voting powers, present in person, shall decide any question brought before such meeting unless the question is one which, by express provision of the statutes or fi the Articles of Incorporation of or these By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such questions.
Section 2.12. Except as otherwise provide by statute or the Articles of Incorporation, at every members’ meeting every such member shall have one (1) vote.
Section 2:13. Except as otherwise provided in the Articles of Incorporation, many action required to be taken at a meeting of members may be taken without a meeting if a consent or consents in writing setting for the action so taken, shall be signed by all of the members who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.
Section 2.14. The members may, by resolution, establish an Executive Committee, which shall be composed of one or more members of the corporation. The Executive Committee may exercise all powers given to the members between meetings except those set forth in Section 1.16 hereof.
Section 2.15. The members may, by resolution establish such other committees as they may from time to time desire to consist of one (1) or more members of the corporation. Any such committee, to the extent provide by the resolution by means of which it is established, shall have and may exercise any of the powers and authority of the members, except those set forth in Section 2.16. hereof. Any such committees may serve at the pleasure of the members.
Section 2.16. Neither the Executive Committee nor any other committee shall have any authority to:
- Fill vacancies in membership or the Board of Directors;
- Adopt, amend or repeal the By-Laws or amend the Articles of Incorporation;
- Acquire or dispose of any assets or dissolve, consolidate or merge this corporation.
Section 2.17. Members shall not receive any stated salary for their services as such, buy by resolution of the members, a fixed reasonable sum for expenses of attendance may be allowed for each regular or special meeting of the members or for other expenses incurred on behalf of the corporation. The members shall have power in their discretion to contract for and to pay members rendering unusual or exceptional services to the corporation special compensation appropriate to the value of such services.
ARTCLE III
DIRECTORS
Section 3.1. The business and affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things, not proscribed in these By-Laws or by the Articles of Incorporation, necessary ad proper for fulfillment of the purposes of the corporation.
Section 3.2 There shall be not less than nine (9) directors, as the members from time to time to determine. The initial Board of Directions shall be elected by the members. Except as hereinafter provided in case of the initial Board or in case of vacancies, directors shall be elected to serve a term of three (3) years. The Board of Directors, at its initial meeting, shall determine which of its members shall serve one (1), two (2) or three (3)- year terms. All members of the corporation shall, by reason thereof, also serve as directors.
Section 3.3. Vacancies in the Board of Directors including vacancies resulting from resignations, from expiration of terms or from an increase in number of directors, shall be filled by a majority of the members of the corporation, at a regular or special meeting called for that purpose.
Section. 3.4. A director may be removed from office by the members of the corporation for failure to act in furtherance of the purposes, goals and objectives of the corporation, after a hearing held before such number of members of the corporation as would constitute a quorum for transaction business, held upon five (5) days notice to all parties, and after two-thirds (2/3) majority vote at such meeting in favor of removal.
Section 3.5. The directors shall designate one of the directors as Chair of the Board, whose duty it shall be to call and preside over all meetings of the directors. The directors may also designate one of the directors as Vice-Chair of the Board, whose duty it shall be to act in the Chair’s stead during the Chair’s absence or incapacity.
Section 3.6. All meetings of the directors shall be held at the registered office or such other places, within or without the Commonwealth of Pennsylvania, as directors may from time to time.
Section 3.7. The annual meeting of directors shall be held in the month of November of each calendar year at such place, as the directors shall determine. If the annual meeting shall not be called and held within six (6) months after the designated time, any director my call such meeting at any time thereafter.
Section 3.8 Written notice of the annual meeting specifying the place, date and hour of the annual meeting shall be given at least five (5) days prior to the meeting.
Section 3.9. Special meetings of the directors may be called at any time by the members, by the Chair or by a majority of the directors upon written request delivered to the Secretary of the corporation. Upon receipt of any such request, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than fifteen (15) days, the person or persons calling the meeting may do so.
Section 3.10. Written notice of any special meeting of directors stating the place, the date and hour and the general nature of the business to be transacted thereat, shall be given to each director entitle to vote thereat such address as appears on the minute books of the corporation at least three (3) days before such meeting, unless a general period of notice is required by statute in a particular case.
Section 3.11. Business transacted at all special meetings shall be confined to the business stated in the call.
Section 3.12. At all meetings of the Board of Directors, a majority of the Board of Directors, a majority of the directors in office, present in person, shall constitute a quorum for the transaction of business except as otherwise provided by statue or by the Articles of Incorporation or by these By-Laws. If, however, at any meeting of directors where, by statute or by Articles of Incorporation, a greater number of directors is required for a quorum but such a meeting cannot be organized because a quorum has not attended, the directors entitled to vote thereat, present in person, shall power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 3.13. Except as otherwise provided by statute or the Articles of Incorporation, at every directors’ meeting every director shall have one (1) vote.
Section 3.14. One or more directors may participate in a meeting of the directors by means of conference telephone or similar communications equipment by means of which all members participating in the meeting can hear each other, and all directors so participating shall be deemed present in person at the meeting.
Section 3.15. Except as otherwise provided in the Articles of Incorporation, any action required to be taken at a meeting of the directors may be taken without a meeting, if a consent or consents in writing setting forth the action so taken, shall be signed by all of the directors who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.
Section 3.16. The directors may, by resolution, establish an Executive Committee which shall be composed of one or more directors of the corporation. The Executive Committee may exercise all powers given to the directors between meetings of the Board, except the power to hire or terminate the executive director of the corporation.
3.17. The Board of Directors may, by resolution, establish such other committees as it may from time to time desire to consist of one (1) or more directors of the corporation. Any such committee, to the extent provide in the resolution by means of which it is established, shall have and may exercise any of the powers and authority of the directors, except the power to hire or terminate the executive director of the corporation. All such committees shall serve at the pleasure of the directors.
Section 3.18. The Board of Directors may, by resolution, establish advisory councils or board to include persons other than members or directors of the corporation. All such advisory councils or boards shall serve at the pleasure of the directors, and shall not exercise any of the powers and authorities of the members, directors or officers.
Section 3.19. Directors shall not receive any stated salary for their services as such, but by resolution of the directors, a fixed reasonable sum for expenses of attendance may be allowed for each regular or special meeting of the directors or for other expenses incurred on behalf of the corporation. The directors shall have power in their discretion to contract and pay directors rendering unusual or exceptional services to the corporation special compensation appropriate to the value of such services.
Section 3.20. No member or director or officer of this corporation shall be personally liable for any action or omission related to his or her responsibilities as such, unless he or she has breached or failed to perform the duties of his office as described in 15 Pa.C.S. *5712, and said breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness; provided, however, that nothing in this by-law shall be construed to impose a greater standard of liability on said member, officer or director than is set forth in subchapter C of chapter 83 of Title 42 of the Pennsylvania Consolidated Statutes (42 PA.C.S *833`1.1 et seq.).
ARTICLE IV
OFFICERS
Section 4.1 The officers of the corporation shall be chosen by the majority vote of the directors and shall be President, a Secretary and a Treasurer. The directors may also elect an individual to serve as Vice-President. The President, Vice-President and Secretary shall be natural persons of full age; the Treasurer of the corporation, but if a natural persons, shall be of full age. The offices of Secretary may be held simultaneously by the same individual.
Section 4.2. The directors, at each of their annual meetings, shall elect the officers, none of whom need to be members of the corporation, who shall serve for a term of one (1) year.
Section 4.3. Except as hereinafter provided, the salaries and compensation of all officers and agents or representatives of the corporation shall be fixed by the directors, subject to the approval/disapproval of the members.
Section 4.4. The officers of the corporation shall hold office until their term expires and until their successors are chosen and have qualified. Any officer or agent elected or appointed by the directors, may be removed by such directors, with or without cause, whenever in their judgement the best interests of the corporation will be served thereby, but such removal be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the directors.
Section 4.5. The President shall attend all meetings of the members and directors, and shall see that all orders and resolutions of the members and directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed where signing and execution thereof shall be expressly delegated by the members or directors to some other officer or agent of the corporation.
Section 4.6. The Vice-Present, if any there be, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the directors of Executive Committee may prescribe or the President may delegate to him or her.
Section 4.7. The Secretary shall attend all meetings of the voting members and directors and record or cause to be recorded all the votes of the corporation and minutes of all the transactions in a book to be kept for that purpose, and shall perform duties for the executive and other committees of the voting members or directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the voting members and directors and shall perform such other duties as may be prescribed by the voting members or directors or President, under whose supervision he or she shall be. The Secretary shall keep in safe custody the corporate seal of the corporation and when authorized by the voting members or directors, affix the same to any instrument requiring it and, when so affixed it shall be attested by his or her signature or the signature of the Treasurer or an Assistant Secretary.
Section 4.8. The Treasurer shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as shall be designed by the members or directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the members or directors, taking proper vouchers for such disbursements, and shall render to the President and members or directors, at the regular meetings of the members or directors or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the corporation. If required by the members or directors, the Treasurer shall give the corporation a bond in such sum, and with surety or sureties as may be satisfactory to the members or directors, for the faithful discharge of the duties of his or her office and the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money or any other property of whatever kind in his or her possession or under his or her control belonging to the corporation. The directors may designate an Assistant Treasurer to act in case of the absence or disability of the Treasurer.
ARTICLE V
EXECUTIVE DIRECTOR
Section 5.1. The directors may appoint an executive director, who shall serve at the pleasure of the directors, and who shall be the chief executive of the corporation. If no executive director is appointed, the President shall be the chief executive officer of the corporation. The executive director shall attend all meetings of the members and directors, except where expressly directed otherwise. The salary and compensation of the executive director shall be set by the directors. Any decision or action of the directors respecting the hiring, termination, duties, responsibilities or compensation of the executive director shall be the subject to the approval/disapproval of the members.
Section 5.2. The executive director shall be responsible for hiring and termination of all employees, such actions to be subject to the approval/disapproval of the directors. The executive director, in consultation with the directors, shall set the salaries and compensation of all employees, such salaries and compensation to be subject to the approval/disapproval of the members. In the absence of an executive director, all decisions as to hiring, termination approval/disapproval and compensation of employees shall be made by the President, subject to the approval/disapproval of the members.
Section 5.3. The executive director shall execute such contracts, applications or other documents not required to be under the seal of the corporation.
ARTICLE VI
SUBVENTION
Section 6.1. The corporation shall be authorized by resolution of the members to accept subventions from members or non-members on terms and conditions not inconsistent with statute and to issue certificates thereafter.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 The Treasurer of the corporation shall present annually to the members and directors a financial report, the contents of which are prescribed in 15 Pa.C.S. *5553. A copy of which report shall be filed with the minutes of the annual meetings of the members and the directors.
Section 7.2. All checks or demands for money and notes of the corporation shall be signed by such agent, officer or officers as members may from time to time designate.
Section 7.3. The fiscal year of the corporation shall be as determined by the directors.
Section 7.4. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words, “Corporate Seal, Pennsylvania”, said seal may be sued by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 7.5. Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws notice is required to be given to any person, it may be given to such person personally or by sending a copy thereof by first class mail, postage prepaid or by telegram, charges prepaid, or by facsimile transmission, to his or her address appearing on the books of the corporation for the purposes of notice. If the notice is sent by mail or by telegraph or by facsimile transmission, it shall be deemed to have be given to the person entitled thereto when deposited in the United States Mail or with a telegraph office for transmission to such person or when a confirmation of facsimile transmission is generated by the transmitting equipment. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by the Pennsylvania Non-Profit Corporation Law of 1988.
Section 7.6. Whenever any written notice is required to be given by statute or by the Articles of Incorporation or by these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent of the giving of such notice. Except in the case of a special meeting of members, neither the business be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. 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.
Section 7.7. The corporation may, by resolution adopted by a majority of a quorum of disinterested voting members or directions then in office, or if such a quorum is not obtainable, by written opinion of independent legal counsel, indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding ((including actions by or in right of the corporation to procure a judgment in its favor), whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a voting member, director, officer or other representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, best interest of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The corporation may also advance payments for such expenses to such persons prior to final disposition of such action, suit or proceeding upon receipt of undertaking not to be entitled to indemnification. The corporation shall make such indemnification if such person has been successful on the merits or otherwise in defense or said action, suit or proceeding. The corporation may maintain a reserve, or any purchase and maintain insurance for purposes of indemnification on behalf of any all persons to the full extent permitted under 15 Pa.C.S *5747.
Section 7.8. The Board of Directors shall adopt the annual operating budget of the corporation, subject to the approval/disapproval of the members.
Section 7.9. In all situations where in these By-laws vest power, authority or responsibility over a particular matter in either the directors or the embers entitled to vote thereon at any regular or special meeting duly convened after notice to such members of that purpose.
ARTICLE VIII
AMENDMENTS
Section 8.1. The By-Laws or Articles of Incorporation may be altered, amended or repealed by two-thirds (2/3) majority vote of the members entitled to vote thereon at any regular or special meeting duly convened after notice to such members of that purpose.
ARTICLE IX
DISSOLUTION, MERGER, SALE OF ASSETS
Section 9.1. The corporation may not be dissolved, a substantial part of its assets sold, or merged with any other corporation except upon a two-thirds (2/3) majority vote of the members entitled to vote thereon at any regular or special meeting duly convened after notice to such members of that purpose.
ARTICLE X
NONDISCCRIMINATION
Section 10.1. The corporation, and any agency thereunder, may not discriminate on the basis of race, color, creed, sex, age, ethnic origin, handicap or disability in the administration of any employment policies, or administration of any of its programs or its benefits to the public.
CERTIFICATION
I hereby certify that the foregoing constitutes a true and correct copy of the By-Laws of THE HISTORICAL SOCIETY OF CAMP HILL, and said By-Laws having been adopted the 9th day of October, 2003.
/s/ W. Reed Ernst II
______________________
W. Reed Ernst II
Incorporator
Retyped 15th day of January 2024 for purposes of placing on the Website