WOODEN CANOE HERITAGE ASSOCIATION, LTD.
Prepared
and recorded by the law office of Harvey Miller
1. The registered office of the corporation
shall be at Gray, Miller, Patterson
& Cody,
2. The corporation may also have offices at such other places as the Board of
Directors
may from time to time appoint or the
activities of the corporation may require.
1. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words,
"Corporate Seal,
1. Members shall have the following
qualifications: Anyone who is current on payment of membership dues or who
meets conditions established by the Board of Directors, is a member.
2. The Board of Directors may determine from
time to time the amount of
initiation fee, if any, and annual dues payable by the members.
3. The Corporation, upon notice
from the Treasurer or his agent, may suspend or expel a member who shall be in
default in the payment of dues.
1. A meeting of the general membership shall be
held annually, at such place or places, either within or without the
2. Special meetings of the members may be called at any time by the President, or the Board of Directors, or fifty (50) members. It shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than ninety days after the receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to the matters stated in the call and issues germane thereto.
3. Written notice of every meeting of the
members, stating the time, place and purpose thereof, shall be given by, or at
the direction of, the Secretary to each member of record entitled to vote at
the meeting, at least thirty days prior to the day named for the meeting,
unless a greater period of notice is required by statute in a particular
case. If the Secretary shall neglect or
refuse to give notice of a meeting, the person or persons calling the meeting
may do so. In the case of a special meeting, the notice shall specify the general nature of the business to be transacted.
4. A meeting of members duly called shall not
be organized for the transaction of business unless a quorum is present. The presence in person of twenty-five (25)
members entitled to vote shall constitute a quorum at all meetings of the
members for the transaction of business except as may be otherwise provided by
law or the Articles of Incorporation.
The members present at a duly organized meeting can continue to do
business until adjournment, notwithstanding the withdrawal of enough members to
leave less than a quorum. If a meeting
cannot be organized because a quorum has not attended, those present may,
except as otherwise provided by statute, adjourn the meeting to such time and
place as they may determine. Those who
attend the second of such adjourned meetings, although less than a quorum,
shall nevertheless constitute a quorum for the purpose of acting upon any
resolution or other matter set forth in the notice of the meeting, if written
notice of such second adjourned meeting, stating that those members who attend
shall constitute a quorum for the purpose of acting upon such resolution or
other matter, is given to each member of record entitled to vote at such second
adjourned meeting at least ten days prior to the day named for the second
adjourned meeting.
5. Any action which may be taken at a meeting
of the members may be taken without a meeting, if a consent or consents in writing, setting forth the
action so taken, shall be signed by a majority of all the members respondent
and shall be filed with the Secretary of the corporation.
6. Every member of the corporation shall be entitled to one vote. No member shall sell his vote for money or anything of value. Upon request of a member, the books or records of membership shall be produced at any regular or special meeting of the corporation.
7. Voting may be by ballot, mail or any
reasonable means determined by the
Board of Directors.
8. In advance of any meeting of members, the Board of Directors may appoint judges
of election, who need not be members, to act at such meeting or any adjournment
thereof. If judges of election are not
so appointed, the presiding officer of any such meeting may, and on the request
of any member shall, make such appointment
at the meeting. The number of judges
shall be one or three. No person who is
a candidate for office shall act as judge.
1. The business and affairs of this corporation
shall be managed by its Board of Directors, nine (9) in number, who shall be
natural persons of full age and who need not be residents of this Commonwealth,
but who shall be members of this corporation.
Each director shall be elected by the general membership and shall be
elected for a two-year term and until his/her successor shall be elected and
shall qualify. Elections will be held
annually. Four directors shall be elected in even numbered years and five
directors shall be elected in odd numbered years. Any member may seek election as a director by
submitting written notice of their candidacy to the Election Coordinator
together with a statement of qualifications no later than August 15th. The statements of all candidates shall be
published in the following issue of the Journal of the Wooden Canoe Heritage
Association together with ballots.
2. In addition to the powers and authorities by
these By-Laws expressly conferred upon them,
the Board of Directors may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Articles or by
these By-Laws directed or required to be exercised or done by the members.
3. The meetings of the Board of Directors may be held at such times and at such place
or places within this Commonwealth
or elsewhere, as a majority of the Directors may from time to time appoint, or
as may be designated in the notice calling the meeting.
4. Written or personal notice of every meeting of the Board of Directors shall be given to each director at least 30
days prior to the day named for the meeting.
5. A
majority of the directors in office shall be necessary to constitute a quorum
for the transaction of business and the acts of a majority of the directors
present at a meeting at which a quorum is present shall be the acts of the
Board of Directors. Any action which may
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 two-thirds (2/3) of the directors in office and shall be filed with
the Secretary of the corporation.
6. The Board of Directors may, by resolution
adopted by a majority of the directors in office, establish one or more
committees. Any such committee, to the
extent provided in the resolution of the Board of Directors or in the By-Laws,
shall have and may exercise all of the powers and authority of the Board of Directors,
except that no such committee shall have any power or authority as to the
following:
(a) Actions required by statute to be submitted to the members for their approval.
(b) The filling of vacancies in the Board of Directors.
(c) The adoption, amendment, or repeal of the By-Laws.
(d) The amendment or repeal of any resolution of the Board.
(e) Action on matters
committed by the By-Laws or resolution of the Board of Directors to another
committee of the Board.
7. The Board of Directors shall have the
authority to fix the compensation or reimbursement of costs, expenses or travel
expenditures of directors or employees for their services.
8. A director of the corporation shall stand in a fiduciary relation to the
corporation and shall perform his
duties as a director, including his duties as a member of any committee of the
Board upon which he may serve, in good
faith, in
a manner he reasonably believes to be in
the best interests of the corporation, and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence would
use under similar circumstances. In
performing his duties, a director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared by any of the following:
(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.
(b) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person.
(c) A committee of the board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.
In discharging the duties of their respective positions, the Board of Directors, committees of the board and individual directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those facts shall not constitute a violation of this section.
Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.
A director of the corporation shall not be personally liable 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 his office under this section.
(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this section shall not apply to:
(a) The responsibility or liability of a director pursuant to any criminal statute; or
(b) The liability of a director for the payment of taxes pursuant to local, State or Federal law.
10. Directors as such, shall not receive any
stated salary or compensation for their services, but by resolution of the
Board, expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board.
11. The Board of Directors may remove any elected
director that fails to meet his or her responsibilities with respect to
attendance of regularly scheduled board meetings. In the event that a board
member may find it impossible to physically attend a regularly scheduled board
meeting, that director may attend by electronic means including but not limited
to speakerphone. Failure to attend a
meeting during any individual two-year term will be cause for removal from the
board. The Board of Directors reserves
the right to excuse absences for good cause.
1 . The executive officers of the corporation shall be a President, Vice
President, Secretary and Treasurer and such other officers and assistant
officers as the needs of the corporation may require. The officers shall be natural persons of full
age. They shall hold their offices for a
term of one year and shall have such
authority and shall perform such duties as are provided by the By-Laws and as
shall from time to time be prescribed by the directors. The Board of Directors may secure the
fidelity of any or all such officers by bond or otherwise.
2. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interesst of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights of any person so removed.
3. The President shall be elected from the
Board of Directors and shall be chief executive officer of the corporation: and
he/she shall preside at all meetings of the members and
directors; he shall have general and
active management of the affairs of the corporation; shall see that all orders
and resolutions of the Board are carried into effect. Subject, however, to the right of the directors
to delegate any specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the
corporation. He shall execute bonds,
mortgages and other documents requiring a seal, under the seal of the
corporation. He shall be EX-OFFICIO a
member of all committees and shall have the general powers and duties of
supervision and management usually vested in the office of President.
4. The Vice President shall be elected from the
Board and shall act in all cases for and as the President in the latter’s
absence or incapacity, and shall perform such other duties as he may be
required to do from time to time.
5. The Secretary or designated agent shall be appointed by the Board and shall attend all sessions of the Board and all meetings of the members and act as a clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.
6. The Treasurer shall be appointed by the
Board and shall attend regularly scheduled meetings of the Board and shall have
custody of the corporate funds and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
keep the monies of the corporation in a separate account to the credit of the
corporation. He shall disburse the funds
of the corporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and directors, at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
1. If the office of any officer or Board member becomes vacant for any reason, the Board of Directors by a majority of the directors holding office may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.
1. The corporation shall keep an original or duplicate record of the proceedings of the members and the directors, the original or a copy of its By-Laws, including all amendments thereto to date, certified by the Secretary of the corporation, and an original or duplicate membership register, giving the names of the members, and showing their respective addresses. The corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated.
2. Every member shall, upon written demand
under oath stating the purpose thereof, have a right to examine, in person or
by agent or attorney, during the usual hours for business for any proper
purpose, the membership register, books and records of account, and records of
the proceedings of the members and directors, and to make copies or extracts
therefrom. A proper purpose shall mean a
purpose reasonably related to the interest of such person as a member.
1. Membership in the corporation may be
evidenced by Certificates of Membership, in which case they shall be in such
form and style as the Board of Directors may determine.
1. Whenever the lawful activities of the corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the corporation
2. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers as the Board of Directors may from time to
time designate.
1. The Board of Directors shall present
annually to the members a report, verified by the President and Treasurer or by
a majority of the directors, showing in appropriate detail the following:
(a) The assets and liabilities, including the
trust funds, of the corporation as
of the end of the fiscal year immediately preceding the date of the report.
(b) The principal changes
in assets and liabilities including trust funds during the year immediately
preceding the date of the report.
(c) The
revenue or receipts the corporation, both unrestricted to particular purposes,
for the year immediately preceding the date of the report, including separate
data with respect to each trust fund held by or for the corporation.
(d) The
expenses or disbursements of the corporation, for both general and restricted
purposes, during the year immediately preceding the date of the report,
including separate data with respect to each trust fund held by or for the
corporation.
(e) The
number of members of the corporation as of the date of the report, together
with a statement of increase or decrease in such number during the year
immediately preceding the date of the report, and a statement of the place
where the names and addresses of the current members may be found.
(f) The
minutes, as recorded by the Secretary or a detailed and comprehensive summary
of the minutes, for both the membership and the directors.
(g) A
summary of all of the other activities or functions of the corporation such as,
but not limited to:
(i) Publications
(ii) Special Projects
(iii) Assembly
(iv) Historical Matters, Research, and Archives
(v) Sales of Inventory and Supplies
This report shall be filed with the
minutes of the meeting of members.
1. Whenever written notice is required to be
given to any person, it may be given to such person, either personally or by
sending a copy thereof by first class mail, postage prepaid, or by official
newsletter or publication of the Corporation, to his address appearing on the
books of the corporation. A notice of
meeting shall specify the place, day and hour of the meeting and any other
information required by statue or these By-Laws. When a special meeting is adjourned it shall
not be necessary to give any notice of the adjourned meeting or of the business
to be transacted at an adjourned meeting, other than by announcement at the
meeting at which such adjournment is taken.
1. The fiscal year of the corporation shall
begin on the first day of January.
2. One or more persons may participate in a
meeting of the Board or of the members by means of conference telephone or
similar communication equipment by means of which all persons participating in
the meeting can hear each other. Participation
in a meeting pursuant to this section shall constitute presence in person at
such meeting.
1. The corporation may indemnify each of its
directors, officers, and employees whether or not then in service as such (and
his or her executor, administrator and heirs), against all reasonable expenses
actually and necessarily incurred by him or her in connection with the defense
of any litigation to which the individual may have been a party because he or
she is or was a director, officer or employee of the corporation. The individual shall have no right to
reimbursement, however, in relation to matters as to which he or she has been
adjudged liable to the Corporation for negligence or misconduct in the
performance of his or her duties, or was derelict in the performance of his or
her duty as director, officer or employee by reason of willful misconduct, bad
faith, gross negligence or reckless disregard of the duties of his or her
office or employment. The right to
indemnity for expenses shall also apply to the expenses of suits which are
compromised or settled if the court having jurisdiction of the matter shall
approve such settlement.
The foregoing right of indemnification
shall be in addition to, and not exclusive of, all other rights to that which
such director, officer or employee may be entitled.
1. By-laws may be adopted, amended or
repealed by the vote of two-thirds of the Directors in office.
1. Said corporation is organized exclusively
for charitable, educational, and scientific purposes, including, for such
purposes, the making of distributions to organizations that qualify as exempt
organizations under section 501 (c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code.
2. No part of the net earnings of the corporation shall inure to
the benefit of, or be distributable to its members, trustees, officers, or
other private persons, except that the corporation shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in Article
XVI-1 hereof. No substantial part of the
activities of the corporation shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the corporation shall not participate
in, or intervene in (including the publishing or distribution of statements)
any political campaign on behalf of or in opposition to any candidate for
public office. Notwithstanding any other
provision of these articles, the corporation shall not carry on any other
activities not permitted to be carried on (a) by a corporation exempt from
federal income tax under section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or (b) by a corporation,
contributions to which are deductible under section 170(c)(2) of the Internal
Revenue Code, or the corresponding section of any future federal tax code.
3. Upon the dissolution of the corporation, assets shall be
distributed for one or more exempt purposes within the meaning of section
501©(3) of the Internal Revenue Code, or the 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. Any such assets not so disposed of shall be
disposed of by a Court of Competent Jurisdiction of the county in which the
principal office of the corporation is then located, exclusively for such purposes
or to such organization or organizations, as said Court shall determine, which
are organized and operated exclusively for such purposes.
Amended and Adopted