Article I - Name and Location
1. The Mid-Atlantic Karst Conservancy, Inc. (hereinafter referred to as "The MAKC").
2. The address of this corporation's initial registered office in the Commonwealth of Pennsylvania is RD 2 Box 153-A, Thompson Road, Export, Washington Township, Pa., 15632, Westmoreland County.
Article II - Purpose
1. The corporation is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988 (as amended) exclusively for the purpose of acquiring and managing caves and karst areas for scientific study, education of those persons interested in speleology, recreational caving and conservation and protection of cave and karst resources.
Article III - Non-Profit Status
1. The MAKC is a non-profit organization. No part of the net earnings of the MAKC shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons; excepting that the MAKC shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
2. No substantial part of the activities of the MAKC shall be carrying on propaganda, or otherwise attempting to influence legislation. The MAKC shall not participate in or intervene in (including publishing or distribution of any statements) any political campaign on the behalf of any candidate for public office.
3. Notwithstanding any provision of these articles, the MAKC shall not carry on any other activities not permitted to be carried on by:
a. A corporation exempt from federal income tax under Section 501 (c) (3) of the U.S. Internal Revenue Code of 1986 (or the corresponding provisions of any future U.S. Internal Revenue law).
b. A corporation, contributions to which are deductible under Section 170 (a) of the code as being to an organization referred to in Section 170 (c) (2) of the code.
4. The corporation does not contemplate pecuniary gain or profit, incidental or otherwise.
5. Notwithstanding any other provisions in these articles, at all times when the corporation is a private foundation within the meaning of Section 509 of the Code, it shall be subject to the following additional restrictions:
a. It shall distribute its income at such times and in such a manner as not to subject it to any tax under Section 4942 of the code.
b. It shall not engage in any act of self-dealing as defined in Section 4941 (d) of the code.
c. It shall not retain excess business holdings as defined in Section 4943 (c) of the code.
d. It shall not make any investments as would subject it to tax under Section 4944 of the code.
e. It shall not make any taxable expenditure as defined in Section 4945 (d) of the code.
6. The corporation is organized upon a nonstock basis.
7. The name and address of the incorporator is: Kimberley A. Metzgar, RD 2 Box 153-A, Thompson Road, Export, Pa., 15632. The incorporator is authorized to incorporate the Mid-Atlantic Karst Conservancy, an unincorporated association, by the requisite vote under the organic law of said association for the amendment of such organic law.
Article IV - Period of Duration
1. The MAKC shall have perpetual duration.
Article V - Dissolution
1. In the event of dissolution, the assets of The MAKC shall be distributed to a fund, foundation, or corporation organized and operated exclusively for the purposes in Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future U.S. Internal Revenue law or any amendment thereof), or shall be distributed to the federal government, or to a state or local government, for public purposes. Preference should be given to the National Speleological Society, 2813 Cave Avenue, Huntsville, Ala., 35810-4431 (or its successor), or the American Cave Conservation Association, P.O. Box 409, Horse Cave, Kentucky, 42749, so long as they meets the criteria set forth in this provision.
Any assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principle 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 VI - Government
1. The MAKC shall be governed by a Board of Directors consisting of a minimum of seven (7) directors to a maximum of eleven (11) directors. A nominating committee shall devise a slate of potential officers from the general membership or from nominees who indicate in writing their interest in filling a seat on the Board, with elections to take place at the Annual Meeting, as specified below.
2. The names of each member of the initial Board of Directors, and the initial officers, and board terms, are set forth below:
Daniel Ballas. One-year term.
Garrett Czmor. Two-year term.
Paul H. Damon Jr. Treasurer. Three-year term on the board (one-year term as Treasurer).
Andrea Dieffenbaugher. Secretary. Three-year term on the board (one-year term as Secretary).
Walt Hamm. One-year term.
Mark Hanneman. One-year term.
Mark Lancaster. Vice Chairman. Three-year term on the board (one-year term as Vice Chairman).
Kimberley A. Metzgar. Chairman. Three-year term on the board (one-year term as Chairman).
Thomas J. Metzgar. Two-year term.
John Nestor. Two-year term.
Mike Patun. Two-year term.
3. The Board of Directors shall have full power to conduct and supervise all business of The MAKC.
4. The General Membership shall elect a Chairman, Vice Chairman, Secretary and Treasurer at the Annual Meeting. These Executive Officers shall oversee the day-to-day operations of the MAKC, as directed by the Board of Directors and the General Membership.
5. Bylaws may be enacted by a simple majority vote of the Board of Directors to govern The MAKC provided they do not conflict with these articles.
Article VII - Membership
1. Membership in the Mid-Atlantic Karst Conservancy is open to anyone without regard to handicap, race, creed, sex, or national origin.
2. Membership shall initially consist of two types: Regular Membership and Organizational. Regular members may participate in any official conservancy function, may cast ballots, and may hold offices provided they fulfill the requirements described for that office. Organizational members may be offered to only those organizations which share the purpose of the conservancy. Organizational members may not cast ballots and may not hold office.
3. The Board of Directors may decide at a later date to enact other Membership categories, and set the dues rates for those categories.
Article VIII - Properties
1. The MAKC may acquire real and personal property including land, mineral rights, cave rights, easements, lease agreements, literature, equipment, and other materials for use consistent with the organization's purpose as set forth herein.
Article IX. Amendments
1. Proposed amendments to these articles must be reduced to writing and signed by not less than two-thirds (2/3) of the regular members in good standing, except such amendments as may be proposed by the Executive Board.
2. Proposed amendments shall be presented to the conservancy at a regular meeting, but shall not be voted on until the next regular meeting.
3. Proposed amendments to these articles shall be approved by a two-thirds (2/3) vote of the members of the organization present at the designated meeting.