We hereby associate to form a nonprofit corporation under the provisions of the Non-profit Corporation Law of 1972 of the Commonwealth of Pennsylvania, as amended, and to that end set forth the following:
- The name of the Corporation shall be Cumberland alley Antique Engine and Machinery Association, Inc.
- The principal office of the Corporation shall be at 1 Buckingham Drive, Chambersburg, Pennsylvania 17201
- The Corporation shall have a common seal which shall contain the words Cumberland Valley Antique Engine and Machinery Association, Inc. in a circle within which the words Founded in 1983 and the word SEAL shall be contained.
- The fiscal year of the Corporation shall end on the first (1st) day of March, unless and until changed by resolution adopted by the Board of Directors.
- The purposes of the Corporation are:
- To foster and promote educational and charitable purposes, including, but not limited to the following:
- To bring together men, women, and youths interested in antique steam and gas engines, tractors, power driven farm machinery, and other equipment of historical value;
- To foster education and the exchange of information, to promote interest, and to promote mutual assistance regarding such equipment;
- To own and display such equipment and, to that end, to own and operate any needed property, including, but not limited to, a showground, workshops, museum, and library.
- To have unlimited power to engage in and do any lawful act concerning any and all lawful business for which nonprofit corporations may be incorporated under the Nonprofit Corporation Law of 1972, as amended.
- The membership of the Corporation shall consist of those persons who have signed the Articles of Incorporation as Incorporators, together with the original Board of Directors as named in the Articles of Incorporation and all persons who are hereafter received into membership as herein provided.
- The membership of the Corporation shall be unlimited as to number. Applicants for membership shall make application, therefore, upon such form as the Board of Directors shall provide. Upon approval of an application of fifty-one percent (51%) vote of the Board of Directors and upon payment of the annual dues, a membership card and copy of the Corporation’s Articles of Incorporation and Bylaws (if requested) shall be issued to the new member by the Treasurer of the Corporation.
- Regular members shall consist of persons of either sex over the age of twelve (12) who subscribe to the purpose of the Corporation. Each member shall be entitled to all of the privileges of the Corporation, shall have full voting rights, including the election of Officers and Directors, and shall have the right to examine in person or by attorney all records of the Corporation within five (5) days of receipt by any Officer or Director of the Board of Directors of such written request by said member. Members may be residents of any State or Territory of the United States or any other country.
- New regular membership dues shall be $8.00 per person or $10.00 (Ten Dollars and No Cents) per family (including children under the age of eighteen (18) years per year upon enrollment. Thereafter, dues shall become payable each year in the month of April for the ensuing year. Members who fail to pay their dues within thirty (30) days from the date said dues become due shall be notified by the Secretary of the delinquency of payment. If payment is not made within the next succeeding thirty (30) days, such nonpayment shall be reported to the Board of Directors as in arrears, and the delinquent membership (s) shall be carried in an inactive file for one year, with the delinquent member(s) losing all privileges of membership while so carried. Members may be reinstated upon payment of the arrears at any time within that year; thereafter, they must apply for a new membership.
- Membership cards shall be issued upon payment of dues and dated for that year. The card and the rights and privileges of a member shall be unassignable.
- Any member not holding office may withdraw from membership by withholding payment of his dues. Any Officer or Director may withdraw in the same way but only after fulfilling all obligations of his office to the Corporation and then by giving written notice of said withdrawal to the Board of Directors, which withdrawal shall take effect upon the date of the first (1st) Board meeting after receipt of said notice by the Board of Directors.
- A member may be suspended for a period of time or expelled for such cause as disregard for safety, misconduct in Corporation affairs, misuse of funds, abuse of equipment or other misbehavior. Suspension or expulsion of a member may be made final only after due notice of the charges made against said member shall have been mailed by registered mail to said member at his/her last known address. The notice of charges must be given thirty (30) days before final action shall be taken thereon and must state the time and place at which the Board of Directors will consider the matter, Said member will be given an opportunity to present a defense at such time and place, or he/she may submit a written defense to the Board of Directors prior to such time. Only then, after all due consideration, may a member be suspended or expelled by the unanimous vote of the Board of Directors.
- There shall be at least two (2) regular meetings of the membership per year, one (1) regular meeting in the month of January and one (1) regular meeting in the month of March, at a time and place to be selected by the President with the approval of the Board, with additional meetings to be determined as the Directors may deem necessary, which times and places shall be selected by the President with the approval of the Board. Members shall be given due notice by the Secretary of the time and place of any such meetings at least thirty (30) days in advance.
- A meeting shall also be called by the President upon presentation to him of a petition so requesting, signed by fifty-one percent (51%) or more of the members in good standing of the Corporation. The Secretary shall give notice to all members of the time and place of such meeting not fewer than thirty (30) days prior thereto. Said notice shall state fully the purpose of such meeting, and no business other than that so stated shall be transacted at the meeting.
- The appearance in person of not fewer than seven (7) regular members in good standing, of which three (3) of said members shall be Officers of the Board of Directors of the Corporation, shall constitute a quorum for the transaction of business at any meeting. Each member present and in good standing at said meeting shall have one (1) vote, and all questions shall be decided by a majority of fifty-one percent (51%) of said votes. There shall be no valid vote by written proxy.
- A waiver of written notice in writing signed by the member(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where such member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Rules of Order
- All meetings shall be conducted as provided in Robert’s Rules of Order. The President shall have power to appoint a Parliamentarian to insure adherence to said rules.
Officers and Directors
- The general management of the affairs of the Corporation shall be vested in the Board of Directors, consisting of four (4) Officers and three (3) Directors. The Officers shall include the President, Vice-President, Secretary, and Treasurer. The Directors shall include two (2) elected Directors and the past President whose term was completed immediately prior to the term of the present President.
- The Officers and Directors of the Board of Directors shall serve as voting members of said Board, and each said member shall have one (1) vote.
- The Officers and Directors shall be elected by the regular membership in good standing at the regular March meeting each year. At least sixty (60) days prior to that meeting, the President shall appoint a Nominating Committee of three (3) members, whose chairperson will also preside over the regular meeting during the election. Said committee shall present its nominations for all Officers and Directors to be voted on at such meeting to the President at least thirty (30) days prior thereto, in order to insure that the Secretary include said nominations in the notice to the members of such meeting. Nominations may also be made from the floor during the holding of the election for each vacancy. Nominees shall be declared elected when they obtain a majority of fifty one per cent (51%) of the vote of a quorum of the membership in good standing and present at said meeting.
- The President shall appoint all committees as needed.
- The Board of Director’s terms area as follows:
- President: One (1) Year;
- Vice-President: One (1) Year and shall assume office of President when the President’s term expires;
- Secretary: Three (3) Years;
- Treasurer: Three (3) Years;
- Directors – Three (3): Two (3) Year term for each of the two (2) elected Directors after the first (1st) election. One (1) Year term for the non elected Director, which position is filled by the past President whose term was completed immediately prior to the term of the present President.
Each year thereafter, One (1) Director shall be elected to maintain the rotation of the Director’s terms.
- Any vacancies within the Board of Directors prior to the expiration of the term of the position for which the vacancy occurs shall be filled within thirty (30) days of said vacancy by a majority vote of fifty-one per cent (51%) of the remaining members of the Board of Directors. Said appointment shall continue until the next regular election meeting of the regular membership. At which time the position shall be filled for the remainder of the unexpired term by the nominee receiving a majority of fifty-one per cent (51%) vote of the quorum of the membership in good standing and present at said meeting. In the event the remaining members of the Board of Directors are not able to reach a majority vote and, thereby, are unable to appoint a successor to the vacant position, the President shall, within sixty (60) days of said impasse, call a special meeting of said membership, and said members shall elect a successor to such vacancy for the remainder of the unexpired term. The Secretary shall give notice to all members of the date, time, place, and purpose of such meeting not fewer than thirty (30) days prior to such meeting.
- Each Officer and Director of the Board of Directors shall also be a member in good standing of the Corporation, with all of the rights and duties of said member and subject to the same procedures governing said member for removal by suspension or expulsion.
- No member of the Corporation shall hold more than one (1) position on the Board of Directors simultaneously.
Duties of the Board of Directors
- The Board of Directors shall manage the affairs of the Corporation. They shall have general supervision of the affairs, funds and property of the Corporation. They shall have full power and shall have the duty to insure that the affairs of the Corporation are conducted according to its Articles of Incorporation and its Bylaws. They shall: make the rules of the conduct of members at Corporation activities; determine whether the conduct of any member is detrimental to the Corporation; fix the penalty for any misconduct and settle all disputes arising within the Corporation. Their decision shall be considered final.
- The Board of Directors shall meet at least four (4) times each year, at a time and place of its own selection, upon the call of the President. Members of said Board shall receive written notice of the time and place at least thirty (30) days prior to the meeting. Said Board may, by its own decision, hold additional Board meetings as often as it deems necessary. At least five (5) members of the Board, including the President and/or Vice-President, must be present in order to constitute a quorum, and all questions shall be decided by a majority vote of fifty-one per cent (51%) of said quorum. There shall be no valid vote by written proxy.
- Neither the President nor any other Officer, Director, or committee chairperson shall enter into any agreement, contract, or other document binding the Corporation for the expenditure of any sum in excess of $50.00 (Fifty Dollars and No Cents) without prior approval by a majority vote of fifty-one per cent (51%) of a quorum of the membership in good standing at a membership meeting.
- The Board of Directors shall conduct an audit of the Treasurer’s books prior to the holding of the March meeting and shall submit a report of its findings at that meeting.
- These Articles may be amended at a meeting of the regular membership, at which a quorum is present, by a majority vote of fifty one per cent (51%) of the membership in good standing and present at said meeting, contingent upon the proposed Amendment having been submitted in writing to every member of the Corporation, together with a notice of the date, time, and place of the meeting at which said Amendment shall be voted upon, at least thirty (30) days prior to the holding of said meeting.
- Each member shall receive a copy of any Amendment made upon its adoption by the members, if requested.
I hereby certify that the foregoing is a true and correct copy of the Bylaws of the Cumberland Valley Antique Engine and Machinery Association, Inc., a Pennsylvania non-profit corporation, and that the said Bylaws are in full force and effect as of the date hereof.
2. The principle office of the corporation shall be 1354 Sollenberger Road, Chambersburg, PA 17201.
4. The fiscal year of the corporation shall end on the last day of March.
4. Membership dues shall be $10.00 (Ten Dollars and No Cents).
The Board of Directors terms are as follows:
C. Secretary: One (1) Year with no limit of terms;
D. Treasurer: One (1) Year with no limit of terms.
4. The Board of Directors shall conduct an audit of the Treasurer’s books prior to the April meeting and report its findings at that meeting.