Article I. Name and Offices
1. This organization shall be known as the Mid-Atlantic Karst Conservancy, Inc. (MAKC). The MAKC is a non-profit organization incorporated in Westmoreland County, Pennsylvania.
2. The registered office of the corporation shall be in Export, Washington Township, Pennsylvania, or such other location as the Board of Directors may from time to time determine. The corporation may also have offices at such other places as the board may select and the business of the corporation may require.
3. The Mid-Atlantic Karst Conservancy, Inc., is not affiliated with the Mid-Appalachian Region (MAR) of the National Speleological Society or with the Pennsylvania Cave Conservancy (PCC), although these organizations’ regions may in some instances overlap.
Article II. Purpose
1. The purpose of the MAKC shall be to perform within its designated territory, the functions described in and perform the functions in accordance with the Bylaws, Certificate of Incorporation and other policies and regulations of the MAKC.
Article III. Membership, Territory
1. The territory of the MAKC is principally, but not limited to Pennsylvania and adjoining states. The territory is subject to change which the Board of Directors may make in the future.
2. All persons and organizations paying dues are considered members of the MAKC, as defined in the Articles of Incorporation.
3. The dues of all members shall be those established by the Bylaws of the MAKC. Dues initially shall be $10 per annum for individuals and $25 for organizations. Dues will be good for a period of one year upon receipt of payment.
4. Membership in the Mid-Atlantic Karst Conservancy is open to anyone without regard to handicap, race, creed, sex, or national origin.
5. Application for membership may be made only on the form appearing in the official MAKC membership brochure, on a facsimile thereof, or on other forms approved by the Board which are in conformance with all policies and acts of the MAKC.
6. Any member may be expelled from membership, without the assignment of any cause, upon an affirmative vote of a majority of all members present at a regular or special meeting provided that written notice of the intention to expel and reasons therefore have been provided to the member. No member shall be expelled without having the opportunity to be heard at such meeting, or at a hearing in front of the Board of Directors, but no formal hearing procedure need be followed.
These bylaws permit expulsion of a member from membership for, but not exclusively for, the following reasons (among others):
a. Willful misuse of the conservancy’s property.
b. Willful disregard for safety of his or her person, of others, or for the natural environment.
c. Conduct detrimental to the conservancy.
7. Failure to pay current dues in a timely fashion will disqualify the individual for membership.
Article IV. Annual Meetings, Board Elections
1. The MAKC shall hold a meeting of the General Membership annually. This meeting shall be held at a convenient hour and place designated by the Board of Directors for the purpose of relaying relevant business to the membership.
2. Any member can be considered a nominee to the Board of Directors providing they submit a written document seeking such position to the nominating committee.
3. The Board of Directors may appoint a person to fill any vacancy on the board. An appointee shall serve only until the next annual election, but shall be eligible for nomination and election for the remainder, if any, of the term he or she is filling.
4. Notice of the time, place and purpose of annual meetings shall be given by mail to each member of the MAKC not less than thirty (30) nor more than sixty (60) days before the meeting.
5. At every meeting of members, each regular member present shall be entitled to one vote. Organizational members are not entitled to vote. All elections and all questions before any such meetings shall be decided by a majority vote of the members present at any meeting unless otherwise provided in these Bylaws.
6. Members of the Board of Directors and other voting members shall be entitled to vote by proxy.
7. During the Annual Meeting, Board seats will be filled using a list of nominees through a process of general membership voting to decide which nominee will hold the seat.
8. A meeting may be adjourned at any time by a majority of members present.
9. Special meetings of the MAKC may be called at any time by the Chairperson or by three (3) members of the Board of Directors and must be called by the Chairperson on receipt of written request of 10% of the members of the MAKC. Notice of the time, place and purpose of the meeting shall be given to each member of the MAKC not less than fifteen (15) nor more than 45 days before the meeting.
Article V. Board of Directors
1. The Board of Directors shall be responsible for the business and affairs of the MAKC. The board shall consist of not less than seven (7) nor more than eleven (11) directors.
2. The board shall be elected by the membership at the annual meeting. Board members shall serve for such term and until the election and qualification of their successors, except for providing for the filling of vacancies. Board members’ shall be elected for a term of three (3) years except that the initial elective terms shall be for one, two or three years so as to provide three approximately equal annual classes with staggered terms. A nominating committee shall conduct MAKC elections in accordance with Robert’s Rules of Order.
3. Regular meetings of the Board of Directors shall be held quarterly (including the Annual Meeting), according to the schedule determined by the board.
4. Special meetings of the Board of Directors may be called by the Chairperson or a Vice Chairperson and must be called by either of them on written request of four (4) members of the Board.
5. Notice of all meetings of the Board of Directors shall be given by mail, electronic mail or telephone at least ten (10) days before the meeting, but such notice may be waived by all members of the Board.
6. At all meetings of the Board of Directors, 51% of the Board Members shall constitute a quorum for the transaction of business. The act of a majority of the board present at any meeting at which there is a quorum shall be the act of the board. In the absence of a quorum at a duly called meeting, a lesser number may adjourn the meeting until such time as a quorum is present. Conservancy business may be discussed at this time, but not acted upon until a quorum of the Board can be gathered.
7. All the MAKC powers are subject to the Bylaws, and other policies and procedures of the MAKC.
8. There shall be an Executive Committee which shall consist of the Chairperson, Vice Chairperson, Treasurer, and a Secretary. Executive Committee members shall be elected at the Annual Meeting by a vote of the General Membership. Executive Committee nominees should be drawn from the duly-elected Board of Directors.
Notice of meetings of the committee shall be given to all members of the Board of Directors, who may attend such meetings. Such meetings will be held as necessary to plan the activities of the MAKC and the agenda for the Board of Directors quarterly meetings.
9. Members of the Board of Directors shall receive no compensation for their service and duties as directors. The term compensation as used in these Bylaws does not include reimbursement of out-of-pocket expenses incurred in connection with MAKC business.
10. Any action by the Board of Directors may be taken without a meeting if a majority of the members of the board consent to such action. Such consent as may be made on an interim basis shall be referred to the full Board of Directors for ratification in a meeting or by mail vote.
11. The terms of office for Board members shall be from January 1 to December 31, except the initial board, which will take office two months prior to the start of the next calendar year, in November of 1997.
12. Board members should abstain from voting on matters of business which may have a direct effect on their business interests. A board member should not serve as chair of a committee if such position presents a conflict of interest with his or her business interests.
13. The fiscal year for the corporation shall be from January 1 to December 31.
14. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
15. The Board may authorize any officer or officers, agent or agents, to enter into any lease agreement or execute and deliver a lease in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
16. The Board may authorize any officer or officers, agent or agents to negotiate loans. No loan shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Article VI. Indemnification On Personal Liability and Indemnification
1. A director or officer shall not be personally liable for monetary damages as director for any action taken, or any failure to take action, unless:
a. The director has breached or failed to perform the duties of director in accordance with the standard of conduct contained in Section 5712 of Subchapter B of Chapter 57 of Title 15 of the Pennsylvania Consolidated Statutes (CSA) and any amendments and successor acts thereto;
b. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, the foregoing provision shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or federal law.
2. To the extent that a director of the corporation has been successful on the merits or otherwise in defense of any third-party actions or derivative and corporate actions, he or she shall be indemnified against expenses (including attorney fees), actually and reasonably incurred in connection therewith.
3. The corporation may, as determined by a majority approval of the directors, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is made a party to or a witness in or is threatened to be made a party to or a witness in, or was or is otherwise involved in, any threatened, pending or completed action, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was an authorized representative of the corporation, both as to action in such person’s official capacity and as to action in another capacity while holding such office or position, against all expenses (including attorneys’ fees or disbursements), judgments, fines (including excise taxes and penalties) and accounts paid in settlement actually and reasonably incurred by that person in connection with the action or proceeding. The corporation may, as determined by majority approval of the directors from time to time, pay expenses incurred by any such person by reason of his or her participation in an action or proceeding referred to in this section in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of that person to repay such amount if it shall ultimately be determined by the corporation that he or she is not entitled.
4. The right to indemnification and advancement of expenses provided to any director shall continue as a contract right as to any person who has ceased to be an officer or director or employee or representative of the corporation with regard to events, occurrences or acts occurring prior to the time at which they ceased to serve in any such capacity and shall inure to the benefit of the heirs, executors and administrators of such person, regardless of any change in these bylaws.
5. This article shall not be exclusive of any other right which the corporation may have to indemnify any person as a matter of law.
Article VII. Officers
1. The officers of the MAKC shall be a Chairperson, Vice Chair person, a Treasurer, and a Secretary. The Board of Directors may create additional officer positions as it deems appropriate for the MAKC.
2. The officers shall be elected annually by the members of the Board of Directors and the General Membership at the annual meeting.
3. The Chairperson shall be the chief executive officer of the MAKC and shall preside at all meetings of members of the MAKC and of the Board of Directors. He/she shall have a general charge and supervision of the affairs of the MAKC and shall perform such duties as may be designated or assigned from time to time by the Board of Directors. He/she shall appoint all standing committees of the Conservancy. The Chairperson shall prepare the agenda for all meetings and special meetings. The original copies of all MAKC contracts and deeds shall be kept in a MAKC safe deposit box under the control of the Chairman and the Secretary.
4. The Vice Chairperson shall assume the duties of the Chairperson in case of his or her absence. He/she shall perform such duties as may be designated or assigned from time to time by the Board of Directors.
5. The Secretary shall attend and be responsible for keeping minutes of all meetings of the Board of Directors and the MAKC, for issuing all notices of the MAKC and for maintaining all MAKC records except for financial records. The Secretary shall maintain a codified log of all corporation decisions and shall maintain conformed copies of the Articles of Incorporation, the Bylaws, and Policies; and shall keep the corporate seal.
6. The Treasurer shall be responsible for all funds and financial records of the MAKC, subject to such regulations as may be imposed by the Board of Directors and in accordance with the policies and procedures of the MAKC and all state and federal regulations for non-profit corporations. Checks, drafts, money orders, postal notes or other negotiable instruments coming into the hands of anyone on the Board shall be promptly transmitted to the Treasurer. The Treasurer is solely responsible for all cash, checks, or other negotiable instruments intended for the MAKC or its committees.
To keep the general membership informed of the financial state of the MAKC, of its income and outgo, of the uses made of the expenditures, and of reasonable future expectations, the Treasurer will write an annual report of the financial position of the MAKC. This report will be distributed at the annual meeting. The Treasurer shall be responsible for issuing membership cards and for notifying members when their dues are about to expire.
7. MAKC officers may be removed from office by vote of a majority of the members of the Board of Directors.
8. MAKC officers shall receive no compensation for their duties or services as officers except for out-of-pocket expenses, as determined by the Board of Directors. All reimbursements for payment must clearly and in detail state for what the money or payment requested was spent. These requisitions will be retained by the Treasurer as part of the records.
9. The Board of Directors may appoint a person to fill any vacancy among the elective officers. A person so appointed shall serve only until the next Annual Meeting, but shall be eligible for nomination and election for the remainder, if any, of the term he or she is filling.