Sewickley Valley Historical Society
Bylaws
ARTICLE I. NAME
This society is a charitable, educational and not-for-profit organization and shall be known as the SEWICKLEY VALLEY HISTORICAL SOCIETY, hereinafter known as the Society.
ARTICLE II. PURPOSE
The purpose of this organization shall be to promote interest in and to record, collect, preserve and document the history of the Sewickley Valley.
ARTICLE III. MEMBERSHIP AND DUES
Section 1.
Membership shall be open to all persons who subscribe to the purpose of the Society. There shall be three classes of membership:
a. Active members, who shall promote the aims of the organization, pay dues annually, may attend meetings, and have the right to vote;
b. Honorary members, who may be elected for life by the Board of Directors for their outstanding contributions to the society, pay no dues, may attend meetings, and have the right to vote.
c. Founding Members and Incorporators, who are listed at the end of this document, pay no dues, may attend meetings, and have the right to vote.
Section 2.
Dues shall be established by the members on the recommendation of the Board of Directors in conjunction with the Finance Committee. In setting dues, the Board may establish distinct dues for different categories of active members. Basic dues categories shall include: Individual membership, entitled to one (1) vote, and Family membership, entitled to two (2) votes. All voting members shall be adults. over the age of 18. The membership year corresponds to the fiscal year.
ARTICLE IV. MEETINGS
Section 1.
There shall be no fewer than five (5) membership meetings annually. Business of the Society may be discussed at any meeting.
Section 2.
Special meetings of the membership may be called by the Board, the President, or by five (5) active members. Upon such a call, the Board of Directors shall schedule the special meeting within twenty (20) days, with at least ten (10) days’ written notice to the membership.
Section 3.
The May meeting of the membership shall be the Annual Meeting unless otherwise ordered by the Board.
Section 4.
The quorum for any meeting shall consist of twenty-five (25) active members.
ARTICLE V. OFFICERS AND THEIR DUTIES
Section 1.
Officers
The four (4) Officers of the Society shall be:
President, Vice President, Secretary, and Treasurer
Section 2.
Duties of Officers
a. The President shall prepare the agenda and shall preside at all meetings of the Society and the Board of Directors. The President, in conjunction with the Board, shall appoint committee chairmen and shall provide the membership with a list of the committee chairmen at the October membership meeting. The President shall be an ex-officio member of all committees except the Nominating Committee.
b. The Vice President shall perform the duties of the President in his/her absence and any other duties the work of the Board may require.
c. The Secretary shall keep in permanent form in the Minute Book the Minutes of Board and Society meetings as well as the Society’s Bylaws with amendments. The Minutes shall contain a record of all business, including motions and their disposition. The Secretary, in conjunction with the staff, shall keep on file the current list of members, officers and committees, shall be responsible for sending notices of meetings and shall execute such correspondence as directed by the Society or Board of Directors.
d. The Treasurer shall keep, or cause to be kept, accurate accounts of all receipts and disbursements. The Treasurer shall oversee the deposit of all Society monies in depositories designated by the Board of Directors; oversee the payment of all bills; submit financial reports, which shall include an accounting of all special funds, at monthly Board Meetings and the Annual Meeting; and shall, in conjunction with the staff, be responsible for preparing and mailing notices of the annual dues. The Treasurer shall serve as Chairman of the Finance Committee, which prepares the Annual Budget, and shall oversee, in conjunction with the Board, the proper disposition of all special funds. The Treasurer shall be responsible for the timely filing of all required tax returns and of the annual registration statement, filed with the Bureau of Charitable Organizations.
e. A minimum of two (2) of the following Officers (President, Vice President, Secretary, Treasurer) shall sign all contracts authorized by the Board or the membership.
ARTICLE VI BOARD OF DIRECTORS
Section 1.
The Board of Directors shall conduct the affairs of the Society between regular meetings and shall inform the membership of any substantive action, but shall not modify any action taken by the membership. Any action taken by the Board is subject to ratification or repeal by the membership.
Section 2.
The Board of Directors shall consist of fourteen (14) members, including the four (4) Officers. It shall fill vacancies in its own body within ninety (90) days.
Section 3.
The Board of Directors shall determine the allocation of all special funds and their income unless otherwise specified by the donor.
Section 4.
The Board of Directors shall, as the need arises, have the power to employ an Executive Director and personnel to implement and further the work of the Society. The Board of Directors shall determine the responsibilities of the Executive Director and any other personnel, including authority or limitations regarding the Executive Director’s authority to make contracts and sign checks.
Section 5.
The Board of Directors shall meet at least seven (7) times annually. Upon the written request of four (4) members of the Board, the President or Secretary shall convene a special meeting.
Section 6.
Members of the Board of Directors are expected to attend regularly scheduled Board meetings and to participate on committees. The Board, with the approval of three-fourths (3/4) of its members, may remove any member of its body and elect a successor for the unexpired term. No member of the Board shall be removed from office without an opportunity to be heard. Notice of such motion of removal shall be given to the member in writing twenty (20) days prior to the meeting at which the motion shall be presented. The notice shall set forth the reasons of the Board for such removal.
Section 7.
The Board may participate in and hold meetings by electronic means provided that all persons participating in the meeting can see, hear or read each others’ comments. Participation in such a meeting shall constitute presence in person at the meeting.
Section 8.
A quorum shall consist of six (6) members of the Board of Directors.
ARTICLE VII. CONFLICT OF INTEREST
All members of the Board of Directors shall sign annually a conflict of interest statement. This form shall disclose all connections to all entities by the Board members themselves and/or their immediate families or households that might constitute a conflict of interest with the work of the Society. Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying and voting on the matter. The Minutes shall record the name(s) of those abstaining.
ARTICLE VIII. ELECTIONS
Section 1.
A Nominating Committee of five (5) non-Board members of the Society, at least one of whom was a former Board member, shall be elected by the Board and announced to the members by November. At the March meeting, this committee shall present a single slate of nominees. Nominations may be made from the floor at the Annual Meeting, if the nominees have previously agreed to serve if elected.
Section 2.
The Officers and Directors proposed for election shall be elected at the Annual Meeting and assume office at the conclusion of that meeting, except for the Treasurer, who shall assume office at the beginning of the fiscal year.
Section 3.
The term of office for an Officer or Director shall be two (2) years, or until a successor is elected. No Officer or Director shall be elected to the same position for more than two (2) consecutive terms (four [4] years), but may serve one additional term (two [2] years) in a different position. No Officer or Director shall serve more than six (6) consecutive years on the Board, but shall be eligible for reelection upon the lapse of one (1) year.
ARTICLE IX. COMMITTEES
Section 1.
Committee Chairmen shall be appointed by the President from the Board and/or the membership with the approval of the Board of Directors, except for the chairman of the Finance Committee, who shall be the Treasurer. Each committee shall consist of at least three members, who shall be selected from the membership by the respective committee chairmen. The Standing Committees of the Society shall be:
A.) Architecture Committee shall assist, where appropriate, local groups to educate and to catalogue and protect important examples of local architecture. Preservation awards may be presented.
B.) Archives/Collection Committee shall be responsible for implementing the Society’s Accession/De-Accession Policy and shall work with the staff to develop and implement policies concerning the disposition of archival materials.
C.) Development Committee shall provide a developmental framework for steering the Society toward an active and financially sound future. The committee shall determine sources of revenue on a short and long term basis that are consistent with the Society’s purposes and are approved by the Board of Directors. Further, it shall promote such projects as have been approved.
D.) Finance Committee, chaired by the Treasurer, shall prepare a budget to be approved in June by the Board of Directors. This committee shall make recommendations concerning investments and disbursements of funds and shall monitor and record the disposition of special funds in conjunction with the appropriate representative(s) of said funds.
E.) Membership Committee shall promote the Society and encourage interested persons to join and support the Society’s goals.
F.) Program Committee, in conjunction with the staff, shall be responsible for selecting and coordinating the Society’s regular programs and special events throughout the program year and shall make such arrangements as required for these meetings.
Section 2.
Committee chairmen shall present written or verbal reports at the request of the Board of Directors and shall submit a written report for inclusion in the Minutes of the Annual Meeting.
Section 3.
Special committees may be appointed by the Board to carry out such duties as may be assigned to them.
ARTICLE X. FISCAL YEAR AND AUDIT
Section 1.
The fiscal year shall begin on July 1 and end June 30 of each year.
Section 2.
An annual compilation review or audit of the financial statements of the Society shall be made by two (2) qualified persons appointed by the Board or by a Certified Public Accountant, if required. No member of the Board shall serve in this capacity.
ARTICLE XI. AMENDMENTS
These Bylaws may be amended or revised by two-thirds of the membership present at any regular or special meeting, provided that a written copy of such amendment(s) or revision(s) has been sent to each member at least fifteen (15) days in advance.
ARTICLE XII. PARLIAMENTARY AUTHORITY
The parliamentary authority shall be the current edition of Robert’s Rules of Order, Newly Revised in all cases in which they are not incompatible with these Bylaws.
ARTICLE XIII. INDEMNIFICATION
The Society shall indemnify, except as prohibited by law [including but not limited to the indemnification provided by 15 Pa. C.S.A. Chapter 57, Subchapter D. as amended, contained in the Act of December 19, 1990 (P.L. 834 No. 198)] each Director or officer [including each former Director or officer] of the organization who was or is made a party to, or a witness in, or is threatened to be made a party to or a witness in any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was an authorized representative of the Society, against all expenses [including attorneys’ fees and disbursements], judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding. The Society shall pay the expenses [including attorneys’ fees and disbursements] incurred by a Director or officer in defending or appearing as a witness in any civil or criminal action, suit or proceeding described or such action, suit or proceeding upon receipt of an agreement by or on behalf of the representative to repay the amount if it is ultimately determined that the Director or officer is not entitled to be indemnified by the Society as authorized by Subchapter D., as amended, or otherwise. The Society may purchase and maintain insurance to protect itself and any such Director or officer against any liability, cost or expense incurred in connection with any such action, suit or proceeding.
ARTICLE XIV. DISSOLUTION
Section 1.
The Society shall be dissolved by resolution. The Board of Directors or members shall direct that the question of dissolution be submitted to a vote at a regular or special meeting of the general membership, giving written notice 60 days and 30 days prior to the meeting, stating time, place and purpose of the meeting.
At the meeting to consider dissolution, a seventy-five per cent (75%) affirmative vote of the membership voting shall be required to approve dissolution. Postal, electronic and proxy votes shall be accepted.
Section 2.
Upon dissolution, the net assets of the corporation shall be applied and distributed as follows:
a. All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made. Notice of dissolution shall be published and appropriate government agencies notified by registered or certified mail.
b. Provision shall be made for the disposal of all records and property. Assets held upon a condition requiring return, transfer or conveyance shall be distributed as provided by law.
c. The Board of Directors shall direct that any remaining assets be given to one or more other organizations whose aims and purposes are compatible with those stated in the Articles of Incorporation and within the meaning of 501 (c)(3) of the Internal Revenue Code as amended. No individual member or members shall benefit from any assets.
ADDENDUM
It is the responsibility of the membership to amend, revise, interpret and enforce the Society’s Bylaws. These Bylaws provide a framework for operation and governance of the Society and are written to comply with State and Federal legal requirements for bylaws of charitable, non-profit corporations. Any inconsistency, ambiguity or conflict shall be resolved following this order of precedence:
IRS Code, Section 501(c)(3)
Pennsylvania Uniform Unincorporated Nonprofit Association Law, Title 15
Sewickley Valley Historical Society Articles of Incorporation
Sewickley Valley Historical Society Bylaws, latest revision
Robert’s Rules of Order, latest edition
Organized: February 22, 1973
Incorporated: May 31, 1978
Bylaws adopted: February 27, 1974
Bylaws revised: 1983; December 10, 1986; May 17, 1989; May 27, 1992; March 28, 2006; April 18, 2018; May 21, 2021
FOUNDING MEMBERS
Designated February 27, 1974
Mrs. Daniel Leet Shields (Betty G. Y.)
Captain Frederick Way, Jr.
Mrs. William L. Moore, Sr. (Dorothy M.)
Edward J. Wright
Mrs. William Park Glancy (Georgena E.)
Mrs. Ellis A. Blackson (Susan J.)
Raymond A. Tucker
Mrs. Frank Wasco, Jr. (Barbara F.)
Miss Virginia M. Hailstock
Mrs. Harry M. Frissell (Lynn L.)
INCORPORATORS
May 31, 1978
J. Judson Brooks
Joseph F. Smith
Arthur Grafflin
Christine Stolzenbach
Betty G. Y. Shields
Gloria G. Berry
John G. Alexander
Virginia M. Hailstock