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By-Laws of the Historic Barn & Farm Foundation

BYLAWS
OF
THE HISTORIC BARN AND FARM FOUNDATION OF PENNSYLVANIA

ARTICLE I

Name

The name of the organization shall be the Historic Barn and Farm Foundation of Pennsylvania whose purpose shall be to serve as an alliance for preservation efforts and documentation of the agricultural and rural heritage in the Commonwealth and its resources.

ARTICLE II

The non-profit corporation shall be filed and kept current with the Commonwealth of Pennsylvania’s Department of State, and as required by the federal government.

ARTICLE III

SECTION A. General Purpose

The Historic Barn and Farm Foundation of Pennsylvania is organized and shall be operated as a not-for-profit, tax-exempt corporation for charitable and educational purposes.

SECTION B. Specific Purpose

The Historic Barn and Farm Foundation of Pennsylvania is a non-profit, non-sectarian, non-partisan, voluntary organization incorporated under the provisions of the Commonwealth of Pennsylvania and is subject to the terms and the provisions of Section 501 ( c ) 3 of the federal internal revenue code for the following purposes:

1. Promote the identification, documentation, protection, and preservation of the rural heritage of Pennsylvania, including barns, houses, other farm buildings, farm sites, farm lands, and rural communities through surveys, photographs, and cataloguing the resulting information.

2. Provide opportunities for the exchange of information through meetings, lectures, classes, tours and workshops, and by providing individual technical assistance as appropriate for the purposes of the organization. Optimize outreach efforts through media outlets, sponsor research and studies, and publish resource information regarding historic barns and farms. Develop an approved list of technical consultants and qualified barn contractors. Assist local governments with information that will help guide their efforts to preserve agricultural communities.

3. Recognize successful efforts to identify, protect, and preserve the rural heritage of Pennsylvania. Work with agricultural organizations, local , state and national government officials to develop policies that promote barn and farmland preservation.

4. Encourage and support the development of regional and local barn organizations that will network with this statewide organization. Work with existing groups that share an interest in the past, present and future of Pennsylvania’s agricultural community.

5. Facilitate the sharing of information about barns, their history, and their maintenance through newsletters and other communication methods.

ARTICLE IV

Membership and Dues

SECTION A. Membership is open to individuals and organizations upon payment of annual dues set by the Board of Directors of the Historic Barn and Farm Foundation of Pennsylvania. All members will be added to the membership database.

SECTION B. There will be three (3) membership categories:

1. A Member is an individual with dues paid for the current year. A member is eligible to hold a position on the Board of Directors, serve on any committees, and is entitled to one vote at the annual meeting or as to any matter submitted to vote at a meeting of members.

2. Affiliate Membership is open to any duly constituted corporate body or organization wishing to promote and support the purposes of the Historic Barn and Farm Foundation of Pennsylvania. An affiliate member will be entitled to one vote and will pay dues as established by the Board of Directors.

3. Honorary Lifetime Memberships may be given to individuals or organizations as recommended by the Board of Directors and voted upon by the full membership for the purpose of giving special tribute or recognition. Honorary members will be non-voting, non-paying members and will receive all other benefits of membership.

SECTION C. The amount of membership dues will be established by the Board of Directors prior to the beginning of the calendar year and notice will be sent to all members.

1. Failure to remit payment of dues will result in removal from the membership database.

2. Reinstatement of membership shall be made upon payment of annual dues.

ARTICLE V

Membership Meetings

SECTION A. An annual meeting of the Historic Barn and Farm Foundation of Pennsylvania membership will be held in accordance with a time, date, and place determined by the Board of Directors. All members will be notified in writing at least thirty (30) days prior to the meeting at the member addresses as provided to the Secretary of the Historic Barn and Farm Foundation of Pennsylvania.

SECTION B. A quorum for an annual meeting shall consist of those present and eligible to vote, provided that a majority of the Board of Directors is present.

ARTICLE VI

Board of Directors

SECTION A. Membership

1. The Board of Directors will consist of fifteen (15) members elected from the membership at the annual meeting and no more than five (5) ex-officio members. The first Board of Directors shall be elected by the temporary directors named in the Articles of Incorporation and thereafter the Board shall be elected by the Directors at the Annual Meeting. Nominations shall be made by a Board Committee appointed by the President.

2. Ex officio members will be appointed by the Board from other key statewide/national organizations with ties to rural heritage in the Commonwealth.

3. The Board of Directors will have staggered terms, with five members elected each year following the initial election.

4. Directors shall serve three year terms and are eligible thereafter for re-election at the annual meeting.

5. Vacancies will be filled by appointment of the President, subject to approval of the Board of Directors, for the remainder of the vacated term. Each Director shall hold office until their successor shall have been elected.

6. The Board may remove a member from his or her position on the Board for cause by a two-thirds vote.

SECTION B. Officers

1. Officers will be elected from the membership of the Board of Directors by the Board.

2. Officers will include:

President—The President will chair meetings of the organization and preside at the annual meeting. In addition, he/she will appoint all necessary committees and provide oversight of all organization matters, as well as representing the organization in any other official business.

Vice President—The Vice President will function in close cooperation with the President and assume duties assigned by the President and will conduct the business of the organization in the absence of the President. The Vice President will also have responsibility for programming.

Secretary—The Secretary will maintain records of the organization and perform all duties usual to the office of the secretary.

Treasurer—The Treasurer will have charge of all financial accounts of the organization; will receive all moneys; will keep a record of deposits and expenditures as authorized by the Board; and will submit an annual financial statement to the Membership.

3. Officers will serve for one year and are thereafter eligible for re-election at the annual meeting.

4. Officers will begin their service in staggered terms, with the President and Secretary elected in alternate years from the Vice President and Treasurer, in order to avoid the complete changeover of Officers via election in any given year.

SECTION C. Duties of the Board of Directors will be to direct and conduct the affairs of the Historic Barn and Farm Foundation of Pennsylvania consistent with the purpose of the Historic Barn and Farm Foundation of Pennsylvania and these by-laws.

SECTION D. Meetings of the Board of Directors will be held at least quarterly at the call of the President or three (3) Board members. These quarterly meetings will also be open to attendance by the membership of the Historic Barn and Farm Foundation of Pennsylvania. Board meetings will be conducted in person, electronically or via teleconference.

SECTION E. A quorum for meetings of the Board of Directors will be eight (8). Members who attend meetings electronically or teleconference will be considered part of the quorum.

SECTION F. Staff may be selected and appointed as deemed necessary by the Board of Directors. Employment policies will be determined by the Board of Directors.

SECTION G. Board members will not receive any compensation for their services but may receive reimbursement for expenses authorized by the Board. They are not personally liable for the debts, liabilities, or other obligations of the Corporation.

ARTICLE VII

Fiscal Operations

SECTION A. The fiscal year of the Historic Barn and Farm Foundation of Pennsylvania will be January 1 to December 31.

SECTION B. The Board of Directors will adopt an annual budget to cover all needs and activities of the Historic Barn and Farm Foundation of Pennsylvania.

SECTION C. The Board of Directors may receive funds through membership dues, grants, gifts, bequests or other donations. The Board will establish written policies and procedures for acceptance and use of these funds in accordance with the purposes of the Historic Barn and Farm Foundation of Pennsylvania.

SECTION D. The Board of Directors will provide for an annual financial review of the Historic Barn and Farm Foundation of Pennsylvania records and operations. The annual review will be: conducted internally by a member of the Historic Barn and Farm Foundation of Pennsylvania who will be appointed by the Board of Directors and who is qualified in auditing or accounting and who is not a member of the Board of Directors or by a qualified outside auditor. Findings of the review will be provided in written form to the Board of Directors for review.

SECTION E. The Board of Directors may authorize any officer or officers of the Historic Barn and Farm Foundation of Pennsylvania to enter into any contract or execute and deliver in the name and on behalf of the corporation. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation will be signed by such officer(s) or agents determined by a resolution of the Board of Directors. In the absence of such determination by the Board, such instruments will be signed by the President, Secretary, and or Treasurer. All funds shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select. The Treasurer is authorized to execute transactions/payments up to $100.00. Above that dollar amount, approval of at least a majority of the executive board will be required.

SECTION F. The corporation will keep correct and complete books of record and account. It will also keep minutes of the proceedings of its members and Board of Directors and will keep a list of the names and addresses of the members entitled to vote.

ARTICLE VIII

Committees

The President will appoint, subject to the approval of the Board of Directors and consistent with applicable by-law provisions, all standing and special committees.

ARTICLE IX

Parliamentary Authority

Robert’s Rules of Order, latest edition, are a suggested guide for proceedings and meetings of the Historic Barn and Farm Foundation of Pennsylvania so far as such rules are not in conflict with the by-laws of the Historic Barn and Farm Foundation of Pennsylvania. The Board of Directors shall determine final meeting procedures.

ARTICLE X
Amendments

These by-laws may be amended, repealed, or new by-laws adopted at the annual meeting of the membership by an affirmative vote of not less than two thirds (2/3) of the membership present. Written notice will be given to Historic Barn and Farm Foundation of Pennsylvania members detailing the proposed wording changes and the reasons prompting such changes at least thirty (30) days prior to the membership meeting.

ARTICLE XI
Dissolution

In the event of the dissolution of the Historic Barn and Farm Foundation of Pennsylvania, the assets, after provision for payment or discharge of all liabilities, will not become the property of any member of the Historic Barn and Farm Foundation of Pennsylvania but shall be distributed to organizations with similar charitable purposes as are qualified as tax exempt under Section 501 ( c ) of the Internal Revenue Code.
ADOPTION OF BYLAWS

We, the undersigned, do hereby certify that the foregoing is a true and correct copy of the original Bylaws of the Corporation adopted by the Board of Directors.