By-Laws of Pennsylvania Cave Conservancy
(a Pennsylvania Non-profit Corporation)
- Article I - Objects and Purposes
- Section 1:
To protect cave and karst resources within the Mid-Appalachian Region of the National Speleological Society, Inc. (Pennsylvania, Maryland, New Jersey and Delaware) to ensure that future generations will be able to enjoy, explore and study these natural resources.
The Pennsylvania Cave Conservancy (PCC) believes caves and karst are a significant, non-renewable resource in need of protection and that entering caves and karst is a privilege, not a right. Because of this belief, the PCC is prepared to use all legal means to protect caves, karst, and their environments. The PCC believes that, in many cases, recreation can be balanced with protection.
- Article II - Membership and Meetings of Members
- Section 1: Member
- There shall be two classes of members of the Corporation (the "Members"): Voting Grottos and Associate Members.
- Section 2: Qualification of Members:
- Voting Grottos shall consist of the Bucks County Grotto, Greater Allentown Grotto, Philadelphia Grotto, and York Grotto, and such other Grottos recognized by the National Speleological Society, Inc. (NSS) located within the Mid-Appalachian Region of the NSS, who have applied for and been accepted for membership in the Corporation by the Board of Directors.
- Associate Members shall be other natural persons or organizations, who have applied for and been accepted for membership in the Corporation by the Board of Directors or in accordance with any such procedures as it may
- Section 3: Termination of Membership:
- Membership shall continue indefinitely unless the Member:
- Resigns such membership
- Is removed from membership for any of the following reasons by formal action of the Board of Directors which action may be taken at any meeting of the Board of Directors, provided seven (7) days prior written notice of such proposed action has been given to such Member and to all Directors, by a unanimous vote of the Directors (excluding the director appointed by the Member whose removal is being voted):
- Willful misuse of Corporation property
- Willful disregard of safety on trips
- Conduct detrimental to the Corporation or the National Speleological Society, Inc.
- Failure by a Voting Grotto to appoint a Director to fill a vacancy as provided in Article III Section 4 hereof for a period of 90 days after notice of such vacancy has been mailed to the Grotto addressed to its address on the Corporation's records shall cause that Grotto's membership status and voting rights to be suspended until such time as a new director is appointed or the Board of Directors elects to permanently terminate the Grotto's membership.
- Section 4: Voting of Members:
- Corporation action to be taken by vote of the Members shall be authorized either by a majority vote of the Voting Grottos present, or as otherwise provided by law or by these By-Laws. Each Voting Grotto shall be entitled to one vote; Associate Members may attend meetings but may not vote. Voting Grottos shall be entitled to vote at meetings either in person, by any officer thereof or other authorized person, or by proxy appointed by an instrument in writing subscribed on behalf of the Member and filed with the Secretary of the Corporation.
- Section 5: Annual Meeting:
- The annual meeting of the Members shall be held at such place within the Mid-Appalachian Region of the NSS in each year at a date and time to be specified by the President for the presentation of the annual reports of officers and standing committees, and for consideration of any other business that may be properly brought before it.
- Section 6: Special Meetings:
- Special meetings of the Members of the Corporation may be called at any time by the President of the Corporation, the Board of Directors, or by one-fourth (1/4) of the Voting Grottos.
- Section 7: Notice of Meetings; Waiver of Notice:
- Notice of each meeting of the Members shall be given to each of the Members in person, by mail, or by other electronic means not less than seven (7) days before the meeting and shall state the date, time and place of the meeting and, unless it is the annual meeting, shall state at whose direction the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given to a Member when deposited in the United States mail to the address of such Member on the Corporation's records.
- It shall not be necessary to give notice to any Member who submits a signed waiver of notice before or after the meeting. The attendance of any member at a meeting shall constitute a waiver of notice by such member, except where such member attends for the express purpose of protesting at the beginning of the meeting the lack of notice of the meeting.
- Section 8: Quorum:
- One-half of the Voting Grottos of the Corporation, present in person or by proxy, shall constitute a quorum at any meeting of the Members.
- Section 9: Adjournments:
- If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned by a majority vote of the Voting Grottos present in person or by proxy. Any meeting at which a quorum is present may also be adjourned in like meeting for such time, or upon such call, as may be determined by vote.
- Article III - Board of Directors
- Section 1: General Powers:
- Subject to the limitations of the Articles of Incorporation, these By-Laws, and applicable law, the Board of Directors shall have all the powers and duties necessary or appropriate for the administration of the affairs of the Corporation. The entire management of the affairs of the Corporation shall be vested in the Board of Directors.
- Section 2: Composition and Number:
- Except for the initial Board of Directors, which shall consist of Messrs. Jeffrey Uhl, Bernard Szukalski, Bernard Smeltzer, and Michael Mostardi,
each of whom shall serve until such time as each Voting Grotto shall have designated a member of the Board of Directors as provided in Section 3 hereof, the Board of Directors shall consist of a number of persons equal to the number of Voting Grottos who are members of the Corporation.
- Section 3: Election and Term of Office:
- Each Voting Grotto shall appoint by notice in writing addressed to the Corporation at its principal office one member of the Board of Directors (the "Directors") as well as one or more alternates to serve in the absence of such Director, each of whom shall serve for the term stated in such notice, or in the absence of such specification until his death, resignation or removal.
- Section 4: Vacancies:
- Vacancies occurring on the Board of Directors, from whatever cause arising, including expiration of such director's term, may be filled by the Voting Grotto appointing the Director or alternate who has died, resigned or been removed. The President promptly shall give notice in writing of any such vacancy addressed to the Voting Grotto at its address on the Corporation's records.
- Section 5: Removal:
- Each Voting Grotto may remove any director or alternate appointed by it for any reason, effective upon receipt by the Corporation of notice in writing of such removal.
- Section 6: Expenses; Compensation:
- Directors (including alternates) shall receive no compensation for their services, although they may receive reimbursement for reasonable out-of-pocket expenses incurred in conducting the business of the Corporation. Such expenses shall be submitted on vouchers and approved by the Board of Directors before payment by the Treasurer.
- Article IV - Meetings of the Board of Directors
- Section 1: Regular Meetings:
- Regular meetings of the Board of Directors may be held without written notice at such time and place inside the Mid-Appalachian Region of the NSS as shall be designated in advance by the Board. Notice of the time and place of meeting may be given in person or by electronic means at least seven days prior to the meeting or if given by mail, such notice must be deposited in the United States mail to the address of the Director on the Corporation's records at least ten days prior to the date of the meeting.
- Section 2: Special Meetings:
- Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, or at the request of a majority of the Directors. Notice of the time, place and purpose or purposes of the Special meeting shall be given in person or by electronic means at least seven days prior to the meeting, or if given by mail, such notice must be deposited in the United States mail to the address of the Director on the Corporation's records at least ten days prior to the date of the meeting.
- Section 3: Waiver of Notice:
- Whenever notice is required to be given under the provisions of applicable law, the Articles of Incorporation, or these By-Laws, a waiver thereof in writing signed by the Directors entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance at any meeting by a Director shall be conclusively deemed a waiver of notice of that meeting, except in an instance when the Director attends the meeting for the sole and express purpose of objecting to the absence of proper notice of the meeting.
- Article V - Officers
- Section 1: Officers:
- Officers of this Corporation shall include a President, Vice President, Secretary and Treasurer. The President shall be a Director of the Corporation; the remaining officers need not be Members or Directors of the Corporation. All officers shall at the time of election be members in good standing of the National Speleological Society, Inc.
- Section 2: Election and Term of Office:
- The Board of Directors shall elect all officers of the Corporation for terms of one year and until their successors are elected and qualified.
- Section 3: Vacancies and Removal:
- A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled through a vote of the Board of Directors.
- Upon an affirmative vote of two-thirds of the Board of Directors, any officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board of Directors, or at any special meeting called for such purpose.
- Section 4: Duties of Officers:
- The President:
The President shall be the chief executive officer of the Corporation; shall preside at all meetings of the Board of Directors and of the Members; shall name all committees and appoint the members thereof; with the Secretary shall execute all contracts and agreements in the name, and on behalf, of the Corporation; shall exercise such powers and perform such duties as may be prescribed by the Board of Directors or are usually incident to the office of chief executive officer, which are authorized or required by law.
- The Vice President:
In the absence or disability of the President, any Vice President designated by the Board of Directors may perform the duties and exercise the powers of the President, and shall perform such other duties as prescribed by the Board of Directors.
- The Secretary:
The Secretary shall attend to and keep minutes of all meetings of the Members, and of the Board of Directors; shall have custody of the seal of the Corporation and of such other books and records of the Corporation as the Board of Directors shall prescribe; and, subject to the control of the Board of Directors, shall perform the duties and functions usually incident to the office, which are authorized or required by law.
- The Treasurer:
The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit the same in the name of the Corporation in such bank or banks as the Board of Directors may designate, and shall disburse the same under such rules and regulations as may be made by the Board of Directors, and shall perform all other duties as the Board may from time to time prescribe. The Treasurer shall keep full and accurate accounts of the receipts and disbursements in books belonging to the Corporation, and shall see that all expenditures are duly authorized and are evidenced by proper receipts and vouchers. The Treasurer shall render to the Board of Directors at regular meetings or whenever they may be required, an account of all the Treasurer's transactions and of the financial condition of the Corporation, and shall also make a complete annual report of the financial condition of the Corporation to the Members. The Treasurer shall annually submit the books of account to the Board for audit if requested to do so.
- Article VI - Fiscal Affairs
- Section 1: Execution of Corporate Documents:
- With prior authority of the Board of Directors, all contracts and other instruments in the name of and on behalf of the Corporation shall be executed on behalf of the Corporation by the President and attested by the Secretary or Treasurer, all checks, drafts or other orders for the payment of money shall be signed by the President or Treasurer, and all notes or other evidence of indebtedness issued in the name of the Corporation shall be signed on behalf of the Corporation by any two of the following: the President, Secretary and Treasurer.
- Section 2: Gifts:
- The Board of Directors may solicit and accept on behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation.
- Section 3: Fidelity Bonds:
- The Board of Directors may require that officers and employees of the Corporation having custody or control of corporate funds in excess of one thousand dollars ($1,000.00) furnish adequate fidelity bonds. The premium on such bonds shall be paid by the Corporation.
- Section 4: Dissolution:
- Upon any dissolution of the Corporation, all assets of the Corporation, after payment and the creation of appropriate reserves for the liabilities of the Corporation, shall be transferred to the NSS if the NSS shall as the date of transfer be an organization qualified under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or, if the NSS shall decline such transfer or shall not then be an organization so qualified, to other organization or organizations so qualified selected by the Board of Directors. No part of the assets of the Corporation shall be distributed to Members except to the extent such members may be creditors of the Corporation.
- Section 5: Private Inurement:
- The use of any surplus funds for private inurement to any person in the event of a sale of the assets or dissolution of the corporation is
- Article VII - Miscellaneous
- Section 1: Seal:
- The Board of Directors shall adopt a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and the year and state in which it was incorporated.
- Section 2: Offices:
- The Corporation shall have a registered office in Pennsylvania at such location as may from time to time be determined by the Board of Directors and may have such other offices as may from time to time be authorized by the Board of Directors.
- Section 3: Amendments:
- Except as otherwise required by law, these By-Laws may be amended, altered or repealed at any regular or special meeting of the Members, by a vote of 2/3 of the Members entitled to vote. Notice of the nature of any proposed amendment shall be given in the notice of the meeting at which action on such amendment shall be considered.
- Article VIII - Limitation of Liability; Indemnification
- Section 1: Limitation of Liability
- Members of the Corporation shall not be personally liable for the debts, liabilities or obligations of the Corporation.
- Section 2: Indemnification:
- Members, Directors and Officers shall be indemnified by the Corporation to the full extent permitted by applicable law.
- All questions concerning the By-Laws should be directed to the PCC President.
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