Bylaws
of
Sandy Hollow Arts and Recreation for the Environment, Inc.
(Amended by the membership 23 March 2019)
Article I
Name, Offices, Fiscal Year, and Definitions
1. The “Corporation” shall mean Sandy Hollow Arts and Recreation for the Environment, Inc., a Pennsylvania Charitable Corporation, its successors and assigns. The Corporation is commonly referred to by the acronym SHARE.
2. The “Board” shall mean the Board of Directors of the Corporation.
3. The Board shall determine the address of the office of the Corporation in the Commonwealth of Pennsylvania and register it as appropriate with the Department of State.
4. The fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year.
Article II
Financial Matters
1. The corporation is organized as a Non-Stock corporation, and exists 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 or the benefit of, to perform the functions of, or to carry out the purposes of charitable activities benefiting arts and environmental entities as permitted under section 501(c)(3) of the Internal Revenue Code and as a Pennsylvania Charitable Corporation..
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 II Section 1 hereof. No substantial part of the activities of the corporation shall be the carrying on of political activity 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. The Treasurer of the Corporation shall be authorized to establish such bank accounts as are necessary for the proper running of the financial affairs of the Corporation. Both the Treasurer and the President, and any other Directors named by the Board, shall be authorized to sign checks in the name of the Corporation without immediate consultation with the other members of the Board of Directors, to a limit set by the Board, as necessary to meet immediate needs for the disbursement of funds for the expeditious operation of authorized activities of the Corporation. Any expenditure of the Corporation’s funds must be registered with the Treasurer.
4. The financial accounts and minutes of the Corporation shall be open to examination by any Member, voting or non-voting, of the Corporation with reasonable notice on the site that said accounts are kept.
5. The Board of Directors is hereby empowered and required to purchase and maintain such liability insurance on behalf of the Corporation as it deems necessary.
6. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(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.
Article III
Adoption and Amendment of the Bylaws
1. These Bylaws shall be adopted on the approval of two-thirds of voting Members at the first annual organizational meeting of members.
2. The voting Members of the Corporation at any properly called Annual Meeting or Special Meeting shall have the power to adopt, amend, or repeal the Bylaws of the Corporation by a two thirds vote of all voting Members present, if a quorum (one-half of all current voting Members) is present.
Article IV
Membership
1. The initial Members of the Corporation shall be those persons who sign the Articles of Incorporation as the Incorporators.
2. Membership shall include voting and not voting members when not specified as voting or non-voting.
3. The purpose of membership: to provide a base of volunteers to hold festivals, to do environmental projects, to request proposals from others to do environmental projects, and to provide a decision-making body.
4. Types of membership:
A. Voting member: member who volunteers significant time (as defined in the standing rules). Significant annual attendance at S.H.A.R.E. meetings (as defined in the standing rules) is required. The board secretary must record meeting attendance.
B. Non-voting member: member who makes significant contributions to share (as defined in the standing Rules). Attendance at S.H.A.R.E. meetings is not required.
5. A quorum for constituting a meeting of Members shall consist of one-half of all current voting Members. Votes by the membership on matters other than the Bylaws shall be based on a simple majority of all voting members present. An annual organizational Meeting of Members will be held at least once a year as called, with at least two weeks advanced notice, by the Board of Directors at such place and time as the Board determines.
6. Any Member may attend an announced or scheduled meeting of the Board of` Directors.
7. Any current Member can nominate any natural person for membership. Given that said person meets the requirements of membership in force at that time, he or she could then be confirmed as a Member by a majority vote of Voting Members attending any meeting of Members, or by a majority vote of Directors attending any meeting of the Board of Directors.
8. A voting member of the corporation shall automatically be moved to nonvoting membership status if he or she does not carry out the duties of voting membership for one year. A current nonvoting Member of the Corporation may be removed from membership if he or she does not carry out the duties of a member for two years or more. The removal of` a Member from membership requires a two-thirds vote of a meeting of Members or a two-thirds vote of the Board of Directors.
9. Membership benefits shall be articulated as standing rules.
Article V
Special meetings
1. Special meetings:
A. Any meeting of members other than the annual meeting that considers a decision about major issues as defined below, section 10, or about a proposed amendment of the by-laws.
B. A special meeting may be called by the board, by any officer of the corporation, or by a petition from either 10 voting members or 20% of the current voting membership, whichever is greater.
C. A petition for a special meeting must be submitted in a timely manner to the board. The board shall then delay action on the pending issue until a special meeting can be held.
D. A special meeting must be announced to the entire current voting membership at least one month in advance of` said meeting.
E. The obligation to call a special meeting is met with or without a quorum present. This does not negate the need for a quorum to vote on issues.
F. A special meeting that is called by petition must be at location and time that is mutually agreeable to the petitioners and the board.
G. Expenses associated with a special meeting are legitimate expenses of the corporation.
H. Issues may only be called to member meeting status once. A petition for a special meeting may be denied by the unanimous vote of the board of that a member meeting on said subject has already been called and the issue has been resolved.
2. Major issues are issues where further input from the membership would be useful to the corporation. Major issues are:
A. Issues so defined by the Board of Directors
B. Issues involving 50% or more of the Corporation’s net assets
C. Issues so defined by the greater of 10 members or 20% of the membership.
Article VI
Board of Directors
- The power to conduct, manage, and direct the business and affairs of the Corporation resides with the Membership. However, in order to provide for efficient and timely management, the powers of the corporation are hereby delegated to the Board by the Membership, with the proviso that the Membership can, at its discretion and at any properly called Special or Annual Meeting, temporarily reassert its power and act in the place of the Board. Whoever acts in the name of the Corporation, however, Board or Membership, is obligated to act in accordance with applicable laws and regulations.
- Each Director of the Corporation shall be a natural person of full age. The Board shall consist of an odd number from 5 to 13 inclusive Directors as may be determined from time to time by resolution of the Board. Directors shall be chosen from the voting Members of the Corporation by a vote of voting Members at the annual organizational meetings of the Members. Each voting member is entitled to vote for the number of candidates equal to the number of open spots on the Board. The members receiving the highest votes are elected to the Board. Each Director shall hold office for about 2 years until his or her successor shall have been elected and qualified or until his or her earlier death, resignation, or removal. To ensure some continuity in the make-up of the Board, the Board may provide that certain Directors, chosen by lot, shall serve a term of only about l year with the intent of maintaining a turnover on the Board of about one-half of the number of Directors. In case of vacancies, new Directors shall be selected by the Board to serve until the next annual organizational meeting of members.
- Meetings of the Board of Directors shall be held monthly as determined by the Board of Directors or as announced by the Officers of the Corporation. Meetings of the Board shall be presided over by the President of the Corporation or by any Director chosen by a majority vote of the Directors present. A majority of the Directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every Director shall be entitled to one vote. Except as otherwise specified in these by-laws, the acts of the majority of all current Directors shall be the acts of the Board. The Directors shall act only as a board, but any action which may be taken at a meeting of the Board may be taken without a meeting, when necessary, if a majority of the Directors are consulted, by any means, concerning such proposed action and they consent to said action, in which case they shall subsequently sign a document setting forth the action so taken attesting to their consent and said document shall be filed with the Secretary of the Corporation.
- Conflict of Interest. No contract or transaction between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or Officers are directors or officers, or have a financial interest, shall be void or voidable solely for such reason. However, each Director has the obligation to disclose fully the facts pertaining to any financial or other material interests he or she might have with respect to any matter to be voted upon by the Board, and to refrain from voting on any such matters.
- The Board of Directors has the annual responsibility of ensuring that the Corporation spend at least the minimum percent of net income on charitable Environmental Education and/or Environmental Protection projects consistent with state, federal, and local regulations and laws and as set by the membership at the annual meeting of members. If the Board fails to do this, they must notify the membership no later than the notice of the next annual organizational meeting.
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Requirements of board members:
- Meet the requirement of a voting member
- Other requirements as may be set as standing rules
- Removal: automatic removal if voting member status is not maintained
ARTICLE VII
STANDING COMMITTEES
1. Definition: a standing committee is and on-going group of members who meet with a specific purpose to plan and make recommendations on said purpose. A standing committee is empowered by its work with the result of such effort to seek either a yay or nay from either the voting members or the board on the committee’s recommendations.
2. The voting members or the board may choose to return a recommendation to that standing committee for further work. Each standing committee shall have the representation of at least one director from the board.
3. There shall be the following standing committees:
A. Festival committee—this committee shall recommend the plans and the implementation of the share festival for approval. The recommendations shall include the budget for the festival. This committee may recommend opposition to various ideas for the festival and present the reasons. This committee shall be guided by share members and is free to present its own input.
B. Grants committee—this committee shall recommend revisions to the requests for proposals (RFP) and establish a timeline for issuance of the RFP, the submission of the applications for funds, and the allocation of funds. The roles of this committee include the reviewing of requests for grant funds and the making of recommendations for funding to the board of directors. .
C. Projects activities committee—this committee shall make recommendations to share regarding the involvement and participation in environmental projects and other activities.
Article VIII
Officers
1. The Officers of the Corporation shall be a President, a Secretary, and a Treasurer. Each Officer shall be a Director elected by the Board of Directors at one of its meetings and shall hold office until the next annual organizational meeting of Members or until his or her earlier death, resignation, or removal. An officer can be removed from office by the unanimous consent of all the other Directors. A vacancy can be filled at any meeting of the Board.
2. Following each annual organizational meeting of the Members, the Corporation shall, if there has been a change in Officers within the preceding calendar year, file with the Department of State a statement executed by the Corporation setting forth the changes that have occurred in the Officers of the Corporation.
3. The President shall be the chief executive officer of the Corporation and shall have general supervision over the activities and operations of the Corporation, subject to the control of the Board. In the usual case, the President would oversee the development of agendas for Board meetings. The President shall sign, execute, and acknowledge, in the name of the Corporation, deeds, leases, mortgages, bonds, contracts or other instruments, authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation, and, in general, shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him or her by the Board.
4. The Secretary shall record the attendance, actions taken, the matters raised in discussion, and the votes as the minutes of the meetings of the Board and the membership, in the absence of the Secretary, another Director chosen by the Board shall make such records and transmit them to the Secretary for filing. The Secretary shall ensure that the minutes of the meetings of the Board are typed and a copy is provided to each Director with sufficient time for review prior to the expected vote on acceptance of the minutes. The minutes shall be considered official only after a vote of the Directors. On the minutes, as on any other matter, a Board Member has the right to direct the Secretary to record the fact of the dissent. The Secretary shall see that notices are given and records and reports properly kept and filed by the Corporation as required by law, and, in general, shall perform the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him or her by the Board or the President. The secretary shall also keep records on membership status.
5. The Treasurer shall have or provide for the custody of the funds or other property of the Corporation and shall keep a separate bank account of the same to his or her credit as treasurer, shall collect and receive or provide for the collection or receipt of moneys earned by or in any manner due to or received by the Corporation, shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the Board may from time to time designate, shall, whenever so required by the Board render an account showing his or her transactions as Treasurer, and financial condition of the Corporation; and, in general, shall discharge such other duties as may from time to time be assigned to him or her by the Board or President. These duties shall include the making of such filings as are necessary for the proper running of the financial affairs of the Corporation.
Article IX
Rules and Regulations
1. The majority of the Board of Directors shall promulgate or rescind such rules and regulations as required to effectuate the purposes of these By-laws.
2. Standing rules elaborate on the operating policies of the corporation. Standing rules shall be adopted, amended, or repealed by the resolution of a 2/3 majority of the board of directors or by a 2/3 vote of the membership acting as the board at a duly called membership meeting of the membership. The proposed resolution shall be circulated at least one month in advance to all directors and voting members of the corporation.