By-Laws of the 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 (currently 2469 Hammertown Road, Narvon, PA 17555-3790).
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 call.
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 of Directors.
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 Corporation.
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 may prescribe.
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 this Article.
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); and
(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.