Bylaws of the Philadelphia Archaeological Forum
Article I. Name
The name of the Corporation shall be Philadelphia Archeological Forum.
Article II. Purposes and Operation
Section 1. Purposes. The Corporation is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the "PaNPCL"). The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise. The nature of the activities to be conducted, and the purposes to be promoted or carried out by the Corporation, shall be exclusively those withinthe purview of Sections 501(c)(3) and 509(a)(3) of the Internal Revenue Code of 1986, as amended ("Code"). All references in these Bylaws to provisions of the PaNPCL and the Code shall include the corresponding provisions of any subsequent laws.
The Corporation is organized and will be operated exclusively for nonprofit, charitable, and educational purposes. The Corporation shall not be controlled directly or indirectly by one or more "disqualified persons" (as defined in Section 4946 of the Code). Without limiting the generality of the foregoing, the purposes of the Corporation shall be:
- To promote the development and preservation of and public education about the archeological history of the Philadelphia , Pennsylvania region.
- To do all things which may be necessary, appropriate or convenient to the achievement of the foregoing purposes and which may lawfully be done by a nonprofit corporation under and pursuant to the laws of the Commonwealth of Pennsylvania.
- To do all things which may lawfully be done by a nonprofit corporation under and pursuant to the laws of the Commonwealth of Pennsylvania and which are not otherwise prohibited by its Articles of Incorporation or Bylaws.
Section 2. Restrictions. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Members, 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 disbursements in furtherance of the purposes set forth in the preceding paragraphs. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office, nor shall it take a position on any issue raised in a political campaign for the purpose of aiding or opposing any candidate. Notwithstanding any other provision of these Bylaws, 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 Sections 501(a) and Section 501(c)(3) of the Code, or (b) by a Corporation, contributions to which are deductible under Section 170(a) and Section 170(c)(2) of the Code.
Section 3. Merger, Consolidation, Dissolution.
- Any provision of law to the contrary notwithstanding, the Corporation shall not be merged or consolidated with any Corporation other than a qualified organization.
- Upon any dissolution or termination of the existence of the Corporation, all of its property and assets shall, after payment or making provision for payment of the lawful debts of the Corporation and the expenses of its dissolution or termination, be delivered, conveyed and paid over to such one or more qualified organizations as may be ordered by the court having jurisdiction of the dissolution and liquidation of the Corporation, pursuant to the PaNPCL.
- As used in this Section 3, the term "qualified organization" shall mean an organization exempt from Federal Income Tax under Section 501(a) and Section 501(c)(3), and described in Section 170(b)(1)(A) (other than in clauses (vii) and (viii)) of the Code and which has been in existence and so described for a continuous period of at least sixty (60) calendar months.
Section 4. "Private Foundation" Provisions. In the event the Corporation is, or in the future may become, a "private foundation" within the meaning of Section 509 of the Code, or corresponding provisions of any subsequent tax laws of the United States:
- The Corporation shall distribute its income for each taxable year at such time and in such manner as not to be subject to the tax on undistributed income imposed by Section 4942 of the Code, or corresponding provisions of any subsequent tax laws of the United States.
- The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code, or corresponding provisions of any subsequent tax laws of the United States.
- The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code, or corresponding provisions of any subsequent tax laws of the United States.
- The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code, or corresponding provisions of any subsequent tax laws of the United States.
- The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code, or corresponding provisions of any subsequent tax laws of the United States.
Section 5. Offices. The registered office of the Corporation shall be:
c/o Anthony J. Ranere
6507 Germantown Avenue
Philadelphia, PA 19119
The Corporation may also have offices at such other places as the Members may from time to time determine.
Article III. Members
Section 1. Management by Members. There shall be one class of Members of the Corporation whose voting and other rights and interests shall be equal. The business and affairs of the Corporation shall be managed by and under the direction of the Members rather than by or under the direction of a board of directors. Meetings of Members need not be called to elect directors. The Members of the Corporation shall be deemed to be directors for purposes of applying the provisions of the PaNPCL. The Members of the Corporation shall be subject to all liabilities imposed and shall enjoy all rights and immunities conferred by law on directors.
Section 2. Qualifications of Members. The following persons shall be eligible to become Members of the Corporation:
- All persons engaged in archeological research, preservation or education activities in the Philadelphia, Pennsylvania region;
- All other persons in the Philadelphia, Pennsylvania region engaged in archeological research, preservation or education activities; or
- All other persons supportive of the purposes of the Corporation, as described in the Corporation's Articles of Incorporation, Bylaws and resolutions, and as each may be amended from time to time.
To qualify for Membership in any calendar year, an eligible person must pay the annual membership dues to the Corporation prior to the Annual Meeting for that calendar year. Members shall continue as Members notwithstanding the end of any calendar year until the first meeting of Members held in the next calendar year. The Members may, but shall not be required to, establish additional qualifications for Membership.
Section 3. Annual Membership Dues. Annual membership dues shall be in the amount of fifteen dollars ($15).
Section 4. Termination. A Member may be expelled and his or her Membership thereby terminated (a) if he or she fails to meet any of the qualifications for Membership (including payment of dues), automatically after 15 days written notice of such failure, (b) if he or she is declared of unsound mind by an order of court or is convicted of a felony, or otherwise fails to act in furtherance of the purposes of the Corporation as stated herein, after a hearing held before such number of other Members of the Corporation as would constitute a quorum for the transaction of business, held upon 30 days notice to all Members, and after a majority vote at such meeting in favor of expulsion, or (c) if he or she commits any fraudulent or dishonest act or gross abuse of authority or discretion with reference to the Corporation, or for other proper cause, by the Court of Common Pleas of Philadelphia County, Pennsylvania, pursuant to Section 5726 of the PaNPCL.
Section 5. Liability of Members.
- No person who is or was a Member of this Corporation shall be personally liable for monetary damages for any action taken, or any failure to take any action, as a Member unless:
- the Member has breached or failed to perform the duties of a director as set forth in the PaNPCL; and
- the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
- This provision of the Bylaws shall not apply to:
- the responsibility or liability of a Member pursuant to any criminal statute; or
- the liability of a Member for the payment of taxes pursuant to local, state or federal law.
- If Pennsylvania law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a Member of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Pennsylvania law.
Article IV. Meetings of Members
Section 1. Place and Conduct of Meetings. Meetings of the Members shall be held at the registered office or at such other place, either within or without the Commonwealth of Pennsylvania, as the Members may from time to time determine. The President shall preside as the Chair at all meetings of the Members and the Secretary shall keep minutes and report to the Members at the next meeting.
Section 2. Annual Meeting. The last regular meeting of Members in each calendar year shall be the annual meeting for the election of officers for the next calendar year. If the annual meeting shall not be called and held within a calendar year, a special meeting for the election of officers may be called at any time thereafter. Elections for officers shall be by written ballot. The Secretary shall give written notice of the annual meeting of Members, specifying the place, date and hour, to each Member at least seven days prior to the meeting.
Section 3. Regular Meetings. Regular meetings of the Members shall be held on the first Tuesday of February, May, September, and November, or at such time and place as shall be determined from time to time, by resolution of the Members. The Secretary shall give written, electronic, or telephonic notice of each regular meeting of Members, specifying the place, date and hour, to each Member at least seven days prior to the meeting.
Section 4. Special Meetings. Special meetings of the Members may be called by the President for any purpose or purposes, other than those regulated by statute or by the articles of incorporation. Special meetings shall be called by the Secretary for any such purpose on the written request of five Members. The Secretary shall give notice of each special meeting to each Member, either personally or by mail or by telephone, at least two days prior to the meeting, unless a different manner or a greater period of notice is required by statute in a particular case. If the Secretary shall neglect or refuse to give notice of the meeting, the person or persons calling the meeting may do so. Notice of a special meeting of the Members shall specify the date, place and hour of the meeting and the nature of the business to be conducted at the special meeting. Business transacted at all special meetings shall be confined to the business stated in the call.
Section 5. Quorum. Six Members entitled to vote, present in person, shall be necessary to constitute a quorum at all meetings of the Members for the transaction of business, except as otherwise provided by statute or by the articles of incorporation or by these bylaws. If, however, any meeting of Members cannot be organized because a quorum has not attended, the Members entitled to vote thereat, present in person, shall have power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of officers, such meeting may be adjourned only from day to day, or for such longer periods not exceeding fifteen days, each as a majority of the Members, present in person, shall direct, until such officers shall have been elected. No new notice shall be required for the adjourned meeting. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Members may not attend meetings by proxy. When a quorum is present and continuing at any meeting, the vote of a majority of the Members present in person shall decide any question brought before such meeting, unless the question is one for which, by express provision of the statutes or of the articles of incorporation or of these bylaws, a different vote is required.
Section 6. Informal Action by Members. Any action which may be taken at a meeting of the Members of the Corporation may be taken without a meeting if consent or consents in writing setting forth the action so taken shall be signed by all of the Members and shall be filed with the Secretary of the Corporation.
Section 7. Members List. The Secretary of the Corporation shall make, at least seven days before each meeting of Members, a complete list of the Members arranged in alphabetical order, with the address of each, which list shall be kept with the books and records of the Corporation in the custody of the Secretary and shall be subject to inspection by the Members at reasonable times. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting.
Section 8. Judges of Election. At or before any meeting of Members, the Members may appoint judges of election, who need not be Members, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the presiding officer of any such meeting may, and on the request of any Member shall, make such appointment at the meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more Members, a majority of the Members present and entitled to vote shall determine whether one or three judges are to be appointed. No person who is a candidate for office shall act as a judge. The judges of election shall do all acts required by Section 5762 of the PaNPCL, and such acts as may be proper to conduct the election or vote with fairness to all Members, and shall make a written report of any challenge or question or matter determined by them and execute a certificate of any fact found by them, if requested by the presiding officer of the meeting or any Member. Any report or certificate made by them shall be prima facie evidence of the facts stated therein. If there be three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.
Section 9. Nominations for Officer. The Members may provide a fair and reasonable procedure for the nomination of candidates for the offices of the Corporation. In such event, only candidates nominated in accordance therewith shall be eligible for election as an officer.
Section 10. Participation in Meeting by Telephone. One or more Members may participate in a meeting of the Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all Members so participating shall be deemed present in person at the meeting.
Article V. Committees
Section 1. Executive Committee.
- There shall be an Executive Committee consisting of the President, Vice President, Secretary and Treasurer, all acting ex officio.
- The Executive Committee shall hold meetings as necessary or desirable for the purpose of transacting such business as may properly come before the meeting. The President shall preside as the Chair at all meetings of the Executive Committee and the Secretary shall keep minutes and report to the Members at the next regular meeting or when required.
- Meetings of the Executive Committee may be called by the President on 24 hours notice to each member of the Executive Committee, either personally or by mail or by telephone. Meetings shall be called by the President or Secretary in like manner and on like notice on the request of two members of the Executive Committee. Notice of a meeting of the Executive Committee shall specify the date, place and hour of the meeting. Unless required by statute or these Bylaws, the notice need not state the nature of the business to be conducted at the special meeting.
- The Executive Committee shall have and exercise the powers of the Members when the Members are not in session, except that the Executive Committee shall not have any power or authority as to the following: (i) the adoption, amendment or repeal of these Bylaws; (ii) the amendment or repeal of any resolution of the Members; or (iii) action on matters committed by these Bylaws or resolution of the Members to another committee.
- At least a majority of the persons entitled to vote at any meeting of the Executive Committee shall constitute a quorum for the transaction of business at that meeting, and the acts of a majority of the members present at a meeting at which a quorum is present and continuing shall be the acts of the Executive Committee.
Section 2. Other Committees. The Members may, but shall not be required to, provide for appropriate committees. The chair and members of every committee (other than the Executive Committee) shall be appointed by the President with the approval of the Members. The President may appoint persons who are not Members to such committees. The powers and duties of all such committees shall be as prescribed by the Members.
Section 3. Absence of Disqualified Members. In the absence or disqualification of any member of a committee (other than the Executive Committee), the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another person to act at the meeting in the place of any such absent or disqualified member.
Section 4. Meetings Involving Telephone. One or more members of the Executive Committee or any other committee may participate in a meeting of the Executive Committee or other committee by means of conference telephone or similar communications equipment, whereby all persons participating in the call can hear each other. Providing all notice requirements for holding the meeting involved have been met, action may be taken at such a telephone meeting to the same extent and in the same manner as if all persons participating were physically present at the same location.
Section 5. Adjournment. If any meeting of the Executive Committee or any other committee cannot be organized because less than a quorum of the persons involved is in attendance, those persons in attendance may adjourn the meeting to such time and place as they may determine and it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted, other than the announcement to the meeting at which such adjournment is taken.
Section 6. Informal Action by Members. Any action which may be taken at a meeting of the Executive Committee or any other committee may be taken without a meeting if consent or consents in writing setting forth the action so taken shall be signed by all of the members of the committee and shall be filed with the Secretary of the Corporation.
Article VI. Officers
Section l. Qualification and Election. The officers of the Corporation shall be elected at the annual meeting of the Members and shall be a President, Vice President, Secretary, and Treasurer. All officers shall be natural persons of full age. Offices may not be held by the same persons.
Section 2. Term. The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Members may be removed by the Members whenever, in their judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Members.
Section 3. President and Vice President. The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation, shall preside as the chair at all meetings of the Members and the Executive Committee, and shall see that all orders and resolutions of the Members and Executive Committee are carried into effect. She or he shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Members to some other officer or agent of the Corporation. The President shall have sufficiently broad authority to enable her or him to carry out her or his responsibilities and she or he shall act as the duly authorized representative of the Corporation whenever appropriate. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.
Section 4. Secretary. The Secretary shall attend all meetings of the Members and of the Executive Committee and shall record all the votes and the minutes thereof in a book to be kept for that purpose, and shall perform like duties for other committees when required. She or he shall give, or cause to be given, notice of all meetings of the Members and the Executive Committee, and shall perform such other duties as may be prescribed by the Members or the Executive Committee or by the President, under whose supervision she or he shall be. She or he shall keep in safe custody the corporate seal of the Corporation and, when authorized by the Members, affix the same to any instrument requiring it and, when so affixed, it shall be attested by her or his signature or by the signature of the Treasurer or an Assistant Secretary.
Section 5. Treasurer. The Treasurer shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Members. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Members, taking proper vouchers for such disbursements, and shall render to the President and Members, at the regular meetings of the Members, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall make adequate provision for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Section 6. Other Officers. The Members may provide for and designate such other officers and assistant officers, including vice presidents, assistant secretaries and assistant treasurers as the needs of the Corporation may require. These officers shall hold their offices for such terms and shall have such authority and perform such duties as, from time to time, shall be specified by the Members.
Section 8. Employees. The Corporation may retain or employ and compensate such employees, professional or otherwise, as may be deemed necessary to carry out the purposes of the Corporation.
Article VII. Indemnification
Section 1. Terms. The Corporation shall indemnify, to the extent permitted under these Bylaws, any person who was or is a party (other than a party plaintiff suing on her or his own behalf or in the right of the Corporation), or who is threatened to be made such a party, to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of the fact that she or he is or was a Member, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Member, officer or employee of another domestic or foreign Corporation, for-profit or not-for-profit, partnership, joint venture, trust or other enterprise (such person being herein called an "Indemnified Person"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by her or him in connection with such action or proceeding (herein called collectively the "Indemnified Liabilities"), unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct or recklessness of the Indemnified Person. In addition, the Corporation shall indemnify any Indemnified Person against the Indemnified Liabilities to the full extent otherwise authorized by Pennsylvania law, including, without limitation, the indemnification permitted by Section 5741 et seq. of the PaNPCL.
Section 2. Powers. The Corporation shall have the power to indemnify any person who is or was an agent of the Corporation, or is or was serving at the request of the Corporation as an agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by her or him by reason of her or his services on behalf of the Corporation, except as prohibited by law.
Section 3. Ability to Advance Expenses. Expenses incurred by an officer, Member, employee or agent in defending a civil or criminal proceeding may be paid by the Corporation in advance of the final disposition of such action or proceeding, as authorized in the manner provided in Section 4 of this Article, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that she or he is not entitled to be indemnified by the Corporation as authorized in this Article.
Section 4. Determination of Indemnification and Advancement of Expenses.
- Any indemnification under Section 1 of this Article (unless ordered by a court) shall be made by the Corporation unless a determination is reasonably and promptly made that indemnification of the Member, officer or employee is not proper in the circumstances because she or he has not satisfied the terms set forth in Section 1.
- Expenses shall be advanced by the Corporation to a Member, officer or employee upon a determination that such person is an Indemnified Person as defined in Section 1 of this Article and has satisfied the terms set forth in Section 3 of this Article.
- Any indemnification under Section 2 of this Article or advancement of expenses under Section 3 of this Article (unless ordered by a court) may be made upon a determination that the agent has satisfied the terms of Section 2 or 3, as applicable, and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity or advancement of expenses.
- All determinations under this Section 4 shall be made:
- By the Members by a majority vote of a quorum consisting of Members who were not parties to such action or proceeding; or
- If such a quorum is not obtainable, or, even if obtainable, if a majority vote of a quorum of disinterested Members so directs, by independent legal counsel in written opinion; or
- By such other body as may be provided in the bylaws.
Section 5. Other Rights of Indemnified Person. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of disinterested Members or otherwise, both as to action in her or his official capacity and as to action in another capacity while holding such office.
Section 6. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Member, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Member, officer, employee or agent of another domestic or foreign Corporation, for-profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against her or him and incurred by her or him in any such capacity, or arising out of her or his status as such, whether or not the Corporation would have the power to indemnify her or him against such liability under the provisions of this Article.
Article VIII. Miscellaneous
Section 1. Depository for Corporate Funds. The funds of the Corporation shall be deposited in its name in a depository or depositories designated by the Members. All checks, demands for money and notes for the Corporation shall be signed by such officer or officers as the Members may, from time to time, designate.
Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each calendar year and end on December 31 of the next calendar year.
Section 3. Seal. The seal of the Corporation shall be circular in form, setting forth the name of the Corporation, the year of its organization and the words "Corporate Seal."
Section 4. Gifts. The Members may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Section 5. Financial Report to Members. The President and Treasurer shall present annually to the Members a report, the contents of which are prescribed in Section 5553(a) of the PaNPCL, a copy of which report shall be filed with the minutes of the annual meeting of Members.
Section 6. Subventions. The Corporation shall be authorized by resolution of the Members to accept subventions from Members or non-Members on terms and conditions not inconsistent with statute, and to issue certificates therefor.
Section 7. Waiver of Notice. Whenever any notice of any meeting is required as aforesaid, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 8. Amendment of Bylaws. These Bylaws may be altered, amended or repealed by vote of a majority of all of the Members, whether or not present in person, at any regular or special meeting, duly convened after due notice to the Members of that purpose, which notice shall contain the text of the proposed amendment.
Approved: December ___, 1999