PENNSYLVANIA SOCIETY FOR ORNITHOLOGY
(A Pennsylvania nonprofit Corporation)
Section 1.1. Offices. The registered office shall be located
at Hawk Mountain Sanctuary, or at such other place as the Board of Directors
may from time to time determine.
Section 1.2. Additional Offices. The Corporation may also have
offices at such other places, both within and without the Commonwealth
of Pennsylvania, as the Board of Directors may from time to time determine
or the business of the Corporation may require.
MEMBERSHIP AND MEETINGS OF MEMBERS
Section 2.1. Membership. Any person with an interest in conservation
and natural history shall become a member upon application and payment
of dues. Any member who is of legal age as defined by the Commonwealth
of Pennsylvania shall be a voting member.
Section 2.2. Honorary Members. The Board of Directors may, from
time to time, recognize an individual's outstanding contribution to ornithology
or to the Corporation by naming that individual an honorary member upon
majority vote of the members of the Board of Directors. Honorary members
shall be entitled to all of the privileges of members, but shall not be
required to pay dues. There shall be no more than ten (10) such honorary
members at one time.
Section 2.3. Time and Place. All meetings of the members shall
be held at the registered office or such other places, either within or
without the Commonwealth of Pennsylvania, as the Board of Directors may
from time to time determine and as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2.4. Annual Meeting. A meeting of the members shall be
held in each calendar year for the election of Directors at such time
and place as the Board of Directors shall determine. If the annual meeting
shall not be called and held during such calendar year, any member may
call such meeting at any time thereafter. Elections for directors need
not be by written ballot, except upon demand by a member at the election
and before voting begins.
Section 2.5. Notice of Annual Meeting. Written notice of the annual
meeting, stating the place, date and time thereof, shall be given to each
member entitled to vote at such meeting not less than ten (10) days (unless
a longer period is required by law) nor more than sixty (60) days prior
to the meeting.
Section 2.6. Special Meetings. Special meetings of the members,
for any purpose or purposes, other than those regulated by statute or
by the Articles of Incorporation, may be called at any time by the President,
or five (5) of the directors, or twenty-five (25) per cent of the voting
members, upon written request delivered to the Secretary of the Corporation.
Such request shall state the purpose or purposes of the proposed meeting.
Upon receipt of any such request it shall be the duty of the Secretary
to call a special meeting of the members to be held at such time, not
less than ten (10) nor more than sixty (60) days thereafter, as the secretary
may fix. If the Secretary shall neglect or refuse to fix the date of the
meeting and give notice thereof, the person or persons calling the meeting
may do so.
Section 2.7. Notice of Special Meetings. Written notice of any
special meeting of members, stating the place, the date, and time, and
the general nature of the business ot be transacted thereat, shall be
given personally or by sending a copy thereof through the mail, postage
prepaid, to each member entitled to vote there at such address as appears
on the transfer books of the Corporation, not less than ten (10) days
(unless a longer period is required by law) nor more than sixty (60) days
prior to the meeting.
Section 2.8. Business of Special Meetings. Business transacted
at all special meetings shall be confined to the business stated in the
Section 2.9. List of Members. The officer in charge of the membership
of the organization shall prepare and make, at least ten (10) days before
every meeting of the members, a complete list of the members entitled
to vote at the meeting, arranged in alphabetical order. Such list shall
be open to the examination of any member, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, at a place within the county where the
meeting is to be held, which place, if other than the place of the meeting,
shall be specified in the notice of the meeting. The list shall also be
produced and kept at the place of the meeting during the whole time thereof,
and may be inspected by any member who is present in person thereat.
Section 2.10. Presiding Officer and Order of Business.
a. The President shall serve as Chairman of the Board. Meetings
of members shall be presided over by the Chairman of the Board. If he
is not present, or there is none, they shall be presided over by a Vice
President, or, if he is not present or there is none, by a person chosen
by the Board of Directors, or, if no such person is present or has been
chosen, by a chairman to be chosen by a majority of those members who
are entitled to vote at the meeting and who are present in person. The
Secretary of the Corporation, or, if he is not present, an Assistant Secretary,
or, if he is not present, a person chosen by the Board of Directors, shall
act as Secretary at meetings of members.
b. The following order of business, unless otherwise determined
at the meeting, shall be observed as far as practicable and consistent
with the purpose of the meeting:
Call the meeting to order.
Presentation of proof of mailing of the notice of the meeting and, if
the meeting is a special meeting, the call thereof.
Announcement that a quorum is present.
Reading and approval of the minutes, if any, of the previous meeting.
Reports, if any, of officers.
Election of Directors, if the meeting is an annual meeting or a meeting
called for that purpose.
Consideration of the specific purpose or purposes other than the election
of directors, for which the meeting has been called, if the meeting is
a special meeting.
Transaction of such other business as may properly come before the meeting.
Section 2.11. Quorum and Adjournments. The presence in person of
ten (10) per cent of the members entitled to vote shall be necessary to,
and shall constitute a quorum for the transaction of business at all meetings
of the members, except as otherwise provided by statute or by the Articles
of Incorporation. If, however, a quorum shall not be present at any meeting
of the members, the members entitled to vote thereat who are present in
person shall have the power to adjourn the meeting from time to time until
a quorum shall be present. If the time and place of the adjourned meeting
are announced at the meeting at which the adjournment is taken, no further
notice of the adjourned meeting need be given.
Section 2.12. Voting.
a. At any meeting of members, every member present having the right
to vote shall be entitled to vote. Except as otherwise provided by law
or the Certificate of Incorporation, each member of record shall be entitled
to one vote.
b. Except as otherwise provided by law or the Certificate of Incorporation,
all elections and other matters shall be determined by a vote of the majority
of the members present and voting on such matters.
Section 2.13. Action by Consent. Any action required or permitted
by law or the Certificate of Incorporation to be taken at any meeting
of members may be taken without a meeting, without prior notice, and without
a vote, if a written consent, setting forth the action so taken, shall
be signed by the members having no less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting
at which all members entitled to vote thereon were present and voted.
Such written consent shall be filed with the minutes of the meetings of
members. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
members who have not consented in writing thereto.
Section 2.14. Meeting by Telephone or Similar Communication Equipment.
The members may participate in a meeting by means of a conference telephone
or similar communications equipment by means of which all members participating
in the meeting can hear each other, and participation in such a meeting
shall constitute presence in person by any member at such meeting.
Section 3.1. General Powers, Number and Tenure. The business of
the Corporation shall be managed by its Board of Directors, which may
exercise all powers of the Corporation and perform all lawful acts that
are not by law, the Articles of Incorporation, or these By-laws directed
or required to be exercised or performed by the members. The number of
directors shall be determined by the Board of Directors, or if not so
fixed, shall be the number of directors as stated in the Articles of Incorporation
or three (3) if no number is stated. The directors shall be elected at
the annual meeting of the members, except as provided by section 3.2 of
this Article, and each director elected shall hold office for a term of
two (2) years or until his successor is elected and shall qualify.
Section 3.2. Vacancies. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors, shall
be filled by the remaining members of the board, though less than a quorum,
or by a sole remaining director; each person so elected shall be a director
until his successor is elected by the members, who may make such election
at the next annual meeting of the members or at any special meeting duly
called for that purpose and held prior thereto.
Section 3.3. Removal or Resignation.
a. Except as otherwise provided by law or the Certificate of Incorporation,
any director of the Board of Directors may be removed, with cause, by
a majority vote of the other members of the Board.
b. Any director may resign at any time by giving written notice
to the Board of Directors, the Chairman of the Board, if any, or the President
or Secretary of the Corporation. Unless otherwise specified in such written
notice, a resignation shall take effect upon delivery thereof to the Board
of Directors or the designated officer. It shall not be necessary for
a resignation to be accepted before it becomes effective.
c. Any director who fails to attend three (3) consecutive meetings
of the Board, without prior notification containing sufficient excuse
therefor, shall be removed from the Board in the same manner as if his
resignation had been delivered to the Board of Directors.
Section 3.4. Meetings of the Board. The meetings of the Board of
Directors may be held at such place within the Commonwealth of Pennsylvania,
or elsewhere, at the directors may from time to time appoint, or as may
be designated in the notice calling the meeting.
Section 3.5. First Meeting of the New Board. The first meeting
of each newly elected board may be held at the same place and immediately
after the meeting at which such directors were elected and no notice need
be given to the newly elected directors in order legally to constitute
the meeting; or it may convene at such time and place as may be fixed
by the consent or consents in writing of all the directors.
Section 3.6. Annual Meeting. The annual meeting of each newly elected
Board of Directors shall be held immediately following the annual meeting
of members, and no notice of such meeting shall be necessary to the newly
elected directors in order to constitute the meeting legally, provided
a quorum shall be present.
Section 3.7. Regular Meeting. Additional regular meetings of the
board of Directors may be held without written notice at such time and
place as may be determined from time to time by the Board of Directors.
Section 3.8. Special Meetings. Special meetings of the Board of Directors
may be called by the President, or by one-half (1/2) or more of the number
of the directors on at least three (3) days' notice to each director,
if such notice is delivered personally or sent by telegram or mail. Any
such notice need not state the purpose or purposes of such meeting except
as provided by Article IX.
Section 3.9. Quorum. At all meetings of the board, at least five
(5) of the Directors in office shall be necessary to constitute a quorum
for the transaction of business, and the act of a majority of directors
present at a meeting at which a quorum is present shall be the acts of
the Board of Directors, except as may be otherwise specifically provided
by statute or by the Articles of Incorporation or by these By-laws. If
a quorum shall not be present at any meeting of directors, the directors
present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting at which such adjournment is taken,
until a quorum shall be present.
Section 3.10. Compensation. Directors shall serve without compensation
for their services as directors but may be reimbursed for any reasonable
expenses incurred in attending directors' meetings and authorized by the
President or a majority of the Board of Directors.
Section 3.11. Action by Consent. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without
a meeting if a written consent to such action is signed by all members
of the Board of Directors and such written consent is filed with the minutes
of the proceedings.
Section 3.12. Meeting by Telephone or Similar Communications Equipment.
The Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment by means of which all directors
participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person by any such director
at such meeting.
Section 4.1. Standing Committees. The Corporation shall have the
following standing committees:
The duties of the Standing Committees shall be prescribed by the board
of Directors. The board of Directors shall have the power to dissolve
these Standing Committees and may establish or dissolve additional Standing
Committees. The chairman of each Standing Committee shall be invited to
all Board meetings. Members of standing Committees need not be a director
of the Board. Each chairman shall be appointed by the president to serve
until the following annual meeting. A chairman may be removed by the President
upon the concurrence of the Board of Directors. A chairman may serve an
unlimited number of consecutive terms.
Section 4.2. Compensation. Members of any committee shall serve
without compensation for their services as members of the committee but
may be reimbursed for reasonable expenses as authorized by vote of a majority
of the Board of Directors.
Section 4.3. Ad Hoc Committees. The President may establish or
dissolve Ad Hoc Committees and may appoint chairmen of each such committee.
Chairmen and members of such committees need not be members of the Board
Section 5.1. Form and Delivery. Whenever a provision of any law,
the Certificate of Incorporation or these By-laws requires that notice
be given to any director or member, it shall not be construed to require
personal notice unless so specifically provided, but such notice may be
given in writing, by mail addressed to the address of the shareholder
or director as it appears on the records of the Corporation, with postage
prepaid. These notices shall be deemed to be given when they are deposited
in the United States mail. Notice to a director may also be given personally
or by telegram sent to his address as it appears on the records of the
Section 5.2. Waiver. Whenever any notice is required to be given
under the provisions of any law, the Certificate of Incorporation or these
By-laws, a written waiver thereof signed by the person entitled to said
notice, whether before or after the time stated therein, shall be deemed
to be equivalent to such notice. In addition, any member who attends a
meeting, without protesting at the commencement of the meeting the lack
of notice thereof to him, or any director who attends a meeting of the
Board of Directors without protesting, at the commencement of the meeting,
the lack of notice, shall be conclusively deemed to have waived notice
of such meeting.
Section 6.1. Designations. The officers of the Corporation shall
be chosen by a majority vote of the voting members present at the annual
meeting of members and shall be a President, a Vice President or Vice
Presidents, a Secretary, and a Treasurer. All officers of the Corporation
shall exercise the powers and perform the duties that shall from time
to time be determined by the board of Directors. Any number of offices
may be held by the same person, unless the Certificate of Incorporation
or these By-laws provide otherwise.
Section 6.2. Term and Removal from Office. At each annual meeting
of members, the voting members shall choose a President, a Vice President
or Vice Presidents, a Secretary and a Treasurer. Each officer of the Corporation
shall hold office until his successor is chosen and shall qualify. Any
officer elected or appointed by the Board of Directors may be removed
with cause, at any time by the affirmative vote of a majority of the directors
then in office. Any vacancy occurring in any office of the Corporation
may be filled for the unexpired portion of the term by a majority vote
of the Board of Directors.
Section 6.3. Compensation. The officers of the Corporation shall
serve without compensation.
Section 6.4. The President.
a. The President shall be the chief executive officer of the Corporation
and, subject to the direction of the Board of Directors, shall have general
charge of the business, affairs and property of the Corporation and general
supervision over its other officers and agents. In general, he shall perform
all duties incident to the office of President and shall see that all
orders and resolutions of the Board are carried into effect.
b. The President shall serve as a member of the Board of Directors.
The President may enter into all contracts and agreements in the name
of the Corporation, subject to such limitations as the Board of Directors
Section 6.5. The Vice President. The Vice President, if any, or
in the event that there be more than one (1), the Vice Presidents in the
order of their election, shall, in the absence of the President or in
the event of his disability, perform the duties and exercise the powers
of the President and shall generally assist the President and perform
such other duties and have such other powers as may from time to time
be prescribed by the Board of Directors.
Section 6.6. The Secretary. The Secretary shall attend all meetings
of the Board of Directors and the members and record all votes and proceedings
of the meetings in a book to be kept for that purpose. He shall give or
cause to be given, notice of all meetings of members and special meetings
of the Board of Directors, and shall perform such other duties as may
from time to time be prescribed by the Board of Directors or the President,
under whose supervision he shall act. He shall have custody of the seal
of the Corporation, and he shall have authority to affix it to any instrument
requiring it, and, when so affixed, the seal may be attested by his signature.
The Board of Directors may give general authority to any other officer
to affix the seal of the Corporation and to attest the affixing thereof
by his signature.
Section 6.7. The Treasurer. The Treasurer shall have the custody
of the corporate funds and other valuable effects and shall keep full
and accurate account of receipts and disbursements in books belonging
to the Corporation and shall deposit all monies and other valuable effects
in the name and to the credit of the Corporation in such depositories
as may from time to time be designated by the Board of Directors. He shall
disburse the funds of the Corporation in accord with the order of the
Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, whenever they
may require it or at regular meetings of the Board, an account of all
his transactions as Treasurer and of the financial condition of the Corporation.
INDEMNIFICATION AND PERSONAL LIABILITY
Section 7.1. Indemnification of Directors and Officers. The Corporation
shall indemnify any director or officer or employee or agent of the Corporation
or any of its subsidiaries who was or is an "authorized representative"
of the Corporation (which shall mean, for the purpose of this Article,
a director or officer of the Corporation, or a person serving at the request
of the Corporation as a director, officer, partner, fiduciary or trustee
of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise) and who was or is a "party" (which
shall include for purposes of this Article the giving of testimony or
similar involvement) or is threatened to be made a party to any "proceeding"
(which shall mean for purposes of this Article any threatened, pending
or completed action, suit, appeal or other proceeding of any nature, whether
civil, criminal, administrative or investigative, whether formal or informal,
and whether brought by or in the right of the Corporation, its shareholders
or otherwise) by reason of the fact that such person was or is an authorized
representative of the Corporation to the fullest extent permitted by law,
including without limitation indemnification against expenses (which shall
include for purposes of this Article attorneys' fees and disbursements),
damages, punitive damages, judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such proceeding unless the act or failure to act giving rise to the
claim is finally determined by a court to have constituted will misconduct
or recklessness. If an authorized representative is not entitled to indemnification
in respect of a portion of any liabilities to which such person may be
subject, the Corporation shall nonetheless indemnify such person to the
maximum extent for the remaining portion of the liabilities.
Section 7.2. Advancement of Expenses. The Corporation shall pay
the expenses (including attorneys' fees and disbursements) actually and
reasonably incurred in defending a proceeding on behalf of any person
entitled to indemnification under Section 7.1 of this Article in advance
of the final disposition of such proceeding upon receipt of an undertaking
by or on behalf of such person to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
Corporation as authorized in this Article and may pay such expenses in
advance on behalf of any employee or agent on receipt of a similar undertaking.
The financial ability of such authorized representative to make such repayment
shall not be prerequisite to the making of an advance.
Section 7.3. Reliance Upon Provisions. Each person who shall act
as an authorized representative of the Corporation shall be deemed to
be doing so in reliance upon the rights of indemnification provided by
Section 7.4. Amendment or Repeal. Notwithstanding anything contained
in Article IX of the By-laws, upon approval by members of the Corporation,
this Article shall not be repealed or amended or modified to limit the
indemnification rights provided hereunder except by action of the members.
All rights to indemnification under this Article shall be deemed a contract
between the Corporation and the person entitled to indemnification under
this Article pursuant to which the Corporation and each such person intend
to be legally bound. Any repeal, amendment or modification hereof shall
be prospective only and shall not limit, but may expand, any rights or
obligations in respect of any proceeding whether commenced prior to or
after such change to the extent such proceeding pertains to actions or
failures to act occurring prior to such change.
Section 7.5. Scope of Article. The indemnification, as authorized
by this Article, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be
entitled under any statute, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and
as to action in any other capacity and as to action in any other capacity
while holding such office. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article shall continue as to
a person who has ceased to be an officer, director, employee or agent
in respect of matters arising prior to such time, and shall inure to the
benefit of the heirs, executors and administrators of such person.
Section 7.6. Personal Liability of Directors. To the fullest extent
that the laws of the Commonwealth of Pennsylvania, as in effect on January
27, 1987, or as thereafter amended, permit elimination or limitation on
the liability of directors, a director shall not be personably liable
as a director for monetary damages, as such, for any action taken, or
any failure to take any action, unless;
(1) The director has breached or failed to perform the duties of
his office as defined under Section 511 of Title 15 of the Pennsylvania
Consolidated Statutes (relating to standard of care and justifiable reliance);
(2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
Provided, however, that the provisions of this section shall not apply
to the responsibility or liability of a director pursuant to any criminal
statute, or the liability of a director for the payment of taxes pursuant
to a local, State or Federal law. No amendment to or repeal of this section
shall apply to or have any effect on the liability or alleged liability
of any director for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
Section 8.1. Fiscal Year. The fiscal year of the Corporation
shall be determined from time to time by the Board of Directors.
Section 8.2. Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Pennsylvania."
Section 8.3. Notices. 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 either personally
or by sending a copy thereof through the mail or by telegram, charges
prepaid, to his address appearing on the books of the Corporation or supplied
by him to the Corporation for the purpose of notice. If the notice is
sent by mail or by telegram, it shall be deemed to have been given to
the person entitled thereto when deposited in the United States mail or
with a telegraph office for transmission to such person.
Section 8.4. Waiver. 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 to be the equivalent to the giving of such notice. Except in
the case of a special meeting of members, neither the business to be transacted
nor the purpose of the meeting need be specified in the waiver of notice
of such meeting. Attendance of any person entitled to notice, either in
person or by proxy, at any meeting shall constitute a waiver of notice
of such meeting, except where any person attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting
was not lawfully called or convened.
Section 9.1. Amendments. The By-laws may be altered, amended
or repealed by a majority vote of the members entitled to vote thereon
at any regular or special meeting duly convened after notice to the members
of that purpose, or by majority vote of the members of the Board of Directors
at any regular or special meeting duly convened, excepting those matters
which are by statute reserved exclusively to the members, subject always
to the power of the members to change such action by the directors.
Section 9.2. Amendment I. Upon dissolution of the organization,
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, or shall be distributed to the
federal government, or to a state or local government, for a public purpose.