By-Laws of the Pennsylvania Society for Ornithology

(A Pennsylvania nonprofit Corporation)

REVISED 2024

TABLE OF CONTENTS

ARTICLE I – Offices
ARTICLE II – Membership
ARTICLE III – Meetings of the Corporation
ARTICLE IV – Officers
ARTICLE V – Board of Directors
ARTICLE VI – Committees
ARTICLE VII – Notices
ARTICLE VIII – Indemnification and Personal Liability
ARTICLE IX – Dissolution
ARTICLE X – Amendments

ARTICLE I: OFFICES

Section 1. Offices. The registered office is located at 1700 Hawk Mountain Rd, Kempton, PA, 19529, or at such place as the Board may from time to time determine.

Section 2. Additional Offices. The Corporation may also have offices at such other places, both within and outside the Commonwealth of Pennsylvania, as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II: MEMBERSHIP

Section 1. Members. Any person with an interest in avian 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. Dues. The dues rate shall be established from time to time by the Board and shall be payable annually. The schedule of dues shall appear on dues notices, membership brochures, and on the Pennsylvania Society for Ornithology (PSO) website.

Section 3. Honorary Members. The Board may, from time to time, recognize an individual’s outstanding contribution to ornithology or the Corporation by naming that individual an honorary member upon a majority vote of the members of the Board. 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.

ARTICLE III: MEETINGS of the CORPORATION

Section 1. Meetings. The annual meeting of Corporation members shall be held in each calendar year at a specific time and place in the Commonwealth of Pennsylvania, as determined by the Board for the purpose of electing directors and officers; approving amendments or revisions of the Bylaws; and, considering and acting on other matters that may properly come before the Corporation.
The Board may, at its discretion, recommend that virtual attendance at the annual meeting be allowed by parts or all of the membership, so long as provision can be made via conference telephone or similar communications equipment in which all members participating in the meeting can hear each other. Virtual participation in such a meeting shall constitute presence in person by any member at such meeting. If the annual meeting shall not be called and held during such calendar year, any member may call such meeting at any time thereafter.

Section 2. Notice of Annual Meeting. Prior 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 thirty (30) days (unless a longer period is required by law) nor more than ninety (90) days, sent via e-mail and/or announced on the Corporation’s social media page.

Section 3. Presiding Officer. The President shall serve as Chairperson of the Board and as such shall preside over all meetings of the membership. If they are not present, or the position is vacant, meetings shall be presided over by a Vice President, or, if they are not present or the position is vacant, by a person chosen by the Board. The Secretary of the Corporation, or if they are not present, a person chosen by the Board, shall act as Secretary at meetings of members.

Section 4. Order of Business. Except where otherwise provided by these Bylaws, Robert’s Rules of Order, latest edition, shall be used to decide questions of procedure or order at any meeting of the Corporation, the Board, or Committees.

Section 5. Quorum and Adjournments. The presence in person of ten (10) percent 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.

Section 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, five (5) of the directors, or twenty-five (25) percent of the voting members. 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.
Written notice of any special meeting of members, stating the place, the date, and time, and the general nature of the business to be transacted, shall be sent via e-mail and/or on the Corporation’s social media. Business transacted at all special meetings shall be confined to the business stated in the request for a special meeting.

Section 7. Voting. 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 Articles 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 8. Action by Consent. Any action required or permitted by law to be taken at any meeting of members may be taken without a meeting, without prior notice, and without a vote, if 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 such action. 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 9. Fiscal Year. The fiscal year of the Corporation, as determined by the Board of Directors, is designated as June 1 to May 31.

ARTICLE IV: OFFICERS

Section 1. Positions. The officers of the Corporation 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 Articles of Incorporation, these Bylaws, or prevailing law provide otherwise.

Section 2. Appointment, Term and Removal from Office. At annual meetings of members, the voting members by a majority vote shall choose a President, a Vice President or Vice Presidents, a Secretary, and a Treasurer for two-year terms. Each officer of the Corporation shall hold office until a qualified successor is chosen. Any officer elected or appointed by the Board of Directors may be removed for cause, at any time by the affirmative vote of a majority of the Board. 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.

Section 3. Compensation. The officers of the Corporation shall serve without compensation.

Section 4. Responsibilities of Officers

A. President. 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, they 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. The President shall serve as a member of the Board. The President may enter into all contracts and agreements in the name of the Corporation, subject to such limitations as the Board may prescribe.

B. Vice President. The Vice President, if any, or if 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 their 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.

C. 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. The Secretary 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 or the President, under whose supervision they shall act.

D. Treasurer. The Treasurer shall have the custody of the corporate funds and other valuable effects and shall keep a full and accurate account of receipts and disbursements 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. They 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, whenever they may require it or at regular meetings of the Board, an account of all their transactions as Treasurer and of the financial condition of the Corporation.

ARTICLE V: BOARD OF DIRECTORS

Section 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 Bylaws directed or required to be exercised or performed by the members. The number of directors shall be determined by the Board, but in any event, shall be no less than three (3) duly elected voting members if no number is stated. The directors shall be elected at the annual meeting of the members and each director regularly elected shall hold office for a term of three (3) years or until their successor is elected and shall qualify.
The Board of Directors retains those powers granted under Pennsylvania law which permit all necessary and convenient actions to affect all the approved purposes for the Corporation.

Section 2. Ex Officio Members. Others may be appointed by action of the Board to serve as advisors, managers, or participants in special activities and serve as non-voting, ex officio members of the Board. Ex officio status shall continue until the assigned function is discontinued or the appointee discontinues that function. Ex officio service shall not restrict eligibility for election as a voting Director of the Corporation. Ex officio members shall include, but not be limited to, the PORC Chairperson, the Corporation Newsletter (The Pileated) Editor, the Corporation journal (Pennsylvania Birds) Editor, the State Ornithologist, and the immediate past President of the Corporation.

Section 3. Vacancies. Vacancies in the Board of Directors may 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 their 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 4. Removal or Resignation. Except as otherwise provided by law or the Articles of Incorporation, any director of the Board may be removed, for cause, by a majority vote of the other members of the Board.
Any director may resign at any time by giving written notice to the Board of Directors. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery thereof to the Board or the designated officer. It shall not be necessary for a resignation to be accepted before it becomes effective.
Any director who fails to attend three (3) consecutive meetings of the Board, without prior notification containing sufficient excuse therefore, shall be removed from the Board in the same manner as if their resignation had been delivered to the Board.

Section 5. Meetings of the Board. The meetings of the Board of Directors may be held at such place within the Commonwealth of Pennsylvania, or elsewhere, which the directors may from time to time appoint, or as may be designated in the notice calling the meeting. The Board may participate in a conference telephone meeting, or similar communications in which all directors participating in the meeting can interact with and hear each other, and participation in such a meeting shall constitute presence in person by any such director at such meeting.
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 with at least three (3) days’ notice to each director.

Section 6. Official Business. If official business is conducted, a vote is taken, and a decision made, the Secretary of the Corporation will determine that a quorum was present, will record minutes of the meeting, and shall present them at the next scheduled physical meeting of the directors to be approved by motions at that time. A copy of the minutes will be recorded in the book of record of the Corporation. The decisions so arrived at will be in force at the conclusion of the vote, rather than upon approval at the subsequent meeting.

Section 7. Action by Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if written consent, including email, to such action is affirmed by all members of the Board and such written consent is filed with the minutes of the proceedings.

Section 8. 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, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws.

Section 9. 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.

ARTICLE VI: COMMITTEES

Section 1. Committee Formation and Leadership. The Board shall have the power to establish or dissolve any Standing or Ad Hoc Committees. Committees are established to facilitate the attainment of various objectives of the Corporation and to assist the Board and Officers with the conduct of their duties. Committees may be authorized to expend funds and conduct specified aspects of the business and operations of the corporation. The chairperson of each Standing Committee shall be invited to all Board meetings. Each chairperson shall be appointed by the President to serve until the following annual meeting. A chairperson may be removed by the President upon the concurrence of the Board. A chairperson may serve an unlimited number of consecutive terms. Chairpersons and members of Standing Committees shall be members of Corporation but need not be a member of the Board of Directors.

Section 2. Standing Committees. The Corporation shall have the following standing committees:
Annual Meeting and Festival
Awards and Nominations
Community Science and Research
Conservation
Education and Field Trips
Finance
Membership, Publicity, Outreach
Publications
Pennsylvania Ornithological Records Committee (PORC)

Section 3. Duties of Committees. The duties of the Standing Committees shall be prescribed by the Board of Directors, to include a report to the Board at the annual meeting.

Section 4. Compensation. Members of any committee, excepting Publications, 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.
The Corporation shall provide the Editor of Pennsylvania Birds with an annual honorarium, as determined by the Board, for editorial work on the journal. The honorarium will be paid as determined mutually by the Board and the Editor as the exclusive and total compensation provided to the Editor. The Corporation will provide the Editor with the appropriate 1099 tax form after close of a calendar year, within the time period prescribed by law.

Section 5. Ad Hoc Committees. The President may establish or dissolve Ad Hoc Committees and may appoint a chairperson of each such committee. Chairpersons and members of such committees need not be members of the Board.

Section 6. Pennsylvania Ornithological Records Committee (PORC). Due to its incorporation into the Corporation on July 21, 2012, the Chairperson of PORC or a PORC member appointed by the Chairperson should be present at each Board meeting. If the PORC representative is not a member of the Board, they will be given a voice and vote related to PORC issues at said meeting. The Chairperson of PORC shall provide the Board an annual report of PORC activities detailing accomplishments, challenges, and experiences related to carrying out its primary tasks as detailed in PORC Operating Instructions. The Board, in consultation and collaboration with PORC, has the authority to direct PORC to take specific actions including the removal of PORC members if they are not being responsive to their PORC responsibilities in a timely manner. As a standing committee, the Bylaws of PORC are included as Addendum.

ARTICLE VII: NOTICES

Section 1. Form and Delivery. Whenever a provision of any law, the Articles of Incorporation or these Bylaws 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, addressed to the member or director as it appears on the records of the Corporation, with postage prepaid if by postal service. These notices shall be deemed to be given when they are deposited in the United States mail or sent by email. Notice to a director may also be given personally or by telegram sent to their address as it appears on the records of the Corporation.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of any law, the Articles of Incorporation or these Bylaws, 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, 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.

ARTICLE VIII: INDEMNIFICATION AND PERSONAL LIABILITY

Section 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 members 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 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 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 a prerequisite to the making of an advance.

Section 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 this Article.

Section 4. Amendment or Repeal. Notwithstanding anything contained in Article IX of the Bylaws, upon approval by members of the Corporation, this Article shall not be repealed, 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 under 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 before or after such change to the extent such proceeding pertains to actions or failures to act occurring before such change.

Section 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 members 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 under, this Article shall continue as to a person who has ceased to be an officer, director, employee, or agent in respect of matters arising before such time, and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 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 personally liable as a director for monetary damages, as such, for any action taken, or any failure to take any action, unless:

a. The director has breached or failed to perform the duties of their office as defined under Section 5713 of Title 15 of the Pennsylvania Consolidated Statutes (relating to personal liability of directors); and,
b. 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 under any criminal statute, or the liability of a director for the payment of taxes under 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 concerning any acts or omissions of such director occurring before such amendment or repeal.

ARTICLE IX: DISSOLUTION

In the event of the voluntary dissolution of the Corporation or the event of dissolution due to other circumstances as are permitted or required by law, the funds and assets of the Corporation then belonging to it shall, after proper payment of liabilities, be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provisions of any subsequent law).

ARTICLE X: AMENDMENTS

Section 1. Amendments. The Bylaws 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.