By-Laws of The Butler Cave Conservation Society Incorporated
Article I OfficesThe Corporation shall have and continuously maintain in the State of Virginia a registered office and a registered agent who is a resident of Virginia, and who is either a director of the Corporation or a member of the Virginia State Bar, and whose business office is the same as the registered office of the Corporation, The registered agent and the address of the registered office may be changed from time to time by the Board of Directors.
Article II Members
Section 1. Classes of membersThe Corporation shall have one class of members and the qualifications of the members shall be that the members are all persons who have applied for membership in the Corporation, and who have been accepted as members by the directors, and who are in good standing in accordance with the By-Laws and other regulations of the Corporation.
Section 2, Election of membersMembers shall be elected by the Board of directors. An affirmative vote of a majority of all of the members of the board shall be required for election. In order to be considered far membership by the directors and to remain a member in good standing of the Corporation, a person must abide by the By-Laws and other regulations of the Corporation.
Section 3. Voting rightsEach member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 4. Termination of membershipThis Board of Directors may: 1.) by affirmative vote of a majority of all of the members of the board, suspend or expel a member for cause after an appropriate hearing. 2.) and they may, by a majority vote of those directors present at any regularly constituted meeting of the Board of Directors, terminate the membership of any member who becomes ineligible for membership. or 3) they may suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XII of these by-Laws.
Section 5. ResignationAny member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid,
Section 6. ReinstatementUpon written request signed by a former member and filed with the secretary the Board of Directors, by the affirmative vote of two-thirds of the members of the board, may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of MembershipMembership in this Corporation is not transferable or assignable.
Section 8. Limitation of MembershipThe total membership of the Corporation shall be limited to 43 or such other number as shall be deemed appropriate by a unanimous vote of the whole number of directors,
Article III Membership Meetings
Section 1. Annual MeetingThere shall be a meeting of the entire membership of the Corporation each year, to be designated the "regular annual membership meeting", the date, hour, and place of which shall be designated by a majority vote of the members present and voting at the previous: regular annual membership meeting. If at the time and place so designated, or within twenty-four hours of the previously designated meeting time, there be not a sufficient number of members present to constitute a quorum, as provided in Section 5 of this Article III of these By-Laws, those members present there and then shall set a time and place for an adjourned session of that meeting, allowing twenty-one (21) days written notice to all members of the date, hour, and place of such adjourned session.
Section 2. Business to be conducted at the Annual MeetingAt the regular annual meeting the election of directors and officers shall be held as specified in Article IV, Section 3 of these By-Laws (conforming to Article 3 of the Articles of Incorporation of this Corporation as to directors, and to Article V, Section 2 of these By-Laws as to officers, respectively); By-Laws may be altered, amended, repealed or adopted as provided in Article XV of these By-Laws; and such other business shall be conducted as the membership may.deem appropriate. The decision of the membership shall be binding on the Corporation, its directo
Section 3. Notice of Annual MeetingThe officers shall give twenty-one (21) days written notice to all members in good standing of the date, hour, and place of the upcoming annual membership meeting or of any special meeting, of any By-Law changes they know are proposed, and of any known pending business to come before the membership.
Section 4, Special MeetingsSpecial meetings of the membership may be called: 1) by the president, 2) by a majority of the whole number of directors of the Corporation, or 3) by not less than one-tenth of the total number of members in good standing with the proviso that no changes in the By-Laws of the Corporation shall be enacted at any special membership meeting called by the president alone (method of convening #1 above).
Section 5 QuorumA quorum at any membership meeting, annual or special, shall consist of one half of the members in good standing, either present in person, or present by written proxy as provided in Section 6 below. If a quorum is not present any any meeting of members, a majority of the membership present may adjourn the meeting from time to time, with proper notice as set forth in Section 3 of this Article III,
Section 6. ProxiesBefore any membership meeting, any member in good standing may give written authorization to another member to cast his vote by proxy. No such authorization shall be good for more than one meeting and any adjourned session thereof.
Article IV Board of Directors
Section 1. General PowersBetween annual meetings of the membership, the affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Virginia, but shall be members of the Corporation.
Section 2. Number and TenureThe number of directors, including ex-officio directors, shall be seven (7). Each director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified.
Section 3. Election: Ex-Officio Members"The directors of the Corporation are to be elected by the membership, one vote per member in good standing, at the annual membership meeting. (Articles of Incorporation, Article IV.) "The president, vice-president, secretary, and treasurer shall be ex-officio directors," (Ibid.) and shall be counted in the quorum of the Board of Directors. Any two of these offices may be held by the same person, except the offices of president and secretary, as provided in Article V, Section 1 below. In addition to the seven directors, the Corporation's legal counsel shall be an ex-officio member of the Board of Directors, entitled to notice of its meetings, but not entitled to vote there at, and he shall not be counted in its quorum.
Section 4, IncorporatorsThe three original incorporators shall be full voting members of the Board of Directors for a period of ten (10) years from the date of incorporation, April 15, 1970, unless they resign or shall become disqualified sooner.
Section 5 Removal of DirectorsA director may be removed from office by a majority vote of the members present and voting at a membership meeting whenever the members in their judgment decide that the best interests of the Corporation would be served thereby.
Section 6. Meetings: Rules and ProceduresThe Board of Directors shall meet at such times, places, and dates as they shall designate, and shall adopt their own rules and procedures. Meetings of the Board of Directors shall be open unless a majority of the whole number of directors vote otherwise.
Section 7. Quorum: Adjourned MeetingsFive members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board. If less than this number shall be present at the time and place designated for a board meeting, it still may be convened at that designated place at any time within twenty four hours of the scheduled meeting time, if a quorum can be obtained at that place.
Section 8 Manner of ActingThe act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by laws or by these By-Laws. In no case will proxy voting be allowed in a vote by the Board of Directors.
Section 9 VacanciesAny vacancy occurring in the Board of Directors because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Directors, A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 10. CompensationDirectors as such shall not receive compensation for their services, but nothing herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
Article V Officers
Section 1, OfficersThe officers of the Corporation shall be a president, a vice president, a secretary and a treasurer. Any two offices may be held by the same person, except the offices of president and secretary. All officers must be members in good standing of the Corporation,
Section 2, Election and Term of OfficeThe officers of the Corporation shall be elected annually by a majority vote of those members present and voting at the regular annual meeting of the membership. Each officer shall hold office until his successor shall have been duly elected and shall have qualified,
Section 3. RemovalAny officer elected by the membership may be removed from office by a majority vote of the members present and voting at a membership meeting, whenever the membership in their judgment decide that the best interests of the' Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. VacanciesA vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. PresidentThe president shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the membership and of the Board of Directors. He may sign, with the secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Corporation; and in general he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice PresidentIn the absence of the president or in event of his inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
Section 7. TreasurerIf required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-Laws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors
Section 8. SecretaryThe secretary shall keep the minutes of the meetings of the membership and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By- Laws or as required by law; be custodian of the Corporation records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member which shall be furnished to the secretary by such member; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
Section 9. CompensationOfficers as such, and/or as directors, shall not receive any compensation for their services, but nothing herein contained shall be construed to preclude any officer from serving the Corporation in any other capacity and receiving compensation therefor.
Article VI Committees
Section 1. AppointmentThe Board of Directors from time to time may authorize the president to appoint such committees as it deems necessary to further the business of the Corporation.
Section 2. Vacancies, Removal, Qualifications, Rules and ProceduresThe president shall fill vacancies on such committees as need be and may, with approval of the Board of Directors, remove committee chairmen and members when he deems the best interests of the Corporation will be served thereby. The chairman of each committee must be a member of the Corporation, Each committee shall establish its own rules and procedures.
Article VII Rules of OrderRobert's rules of Order, current edition, is hereby adopted as the rules of order for all meetings of the membership and the directors, and is to rule on all matters not provided for in the Articles of Incorporation or these By- Laws.
Article VIII Contracts, Checks, Deposits, & Funds
Section 1. ContractsThe Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By- Laws, 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.
Section 2. Checks, Drafts, Etc.All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the treasurer.
Section 3. DepositsAll funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks and depositories as the Board of Directors shall select.
Section 4. GiftsThe Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes of the Corporation.
Article IX Membership CardsMembership cards shall be issued by the secretary signifying; membership in good standing upon payment of dues.
Article X Books and RecordsThe Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its membership and of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
Article XI Fiscal YearThe fiscal year of the Corporation shall begin on All Saints Day and end on All Hallow's Eve.
Article XII Dues
Section 1. Annual DuesThe Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Corporation by members.
Section 2. Payment of DuesEach member's dues shall be due and payable on Oct.1 of each year.
Section 3. Default and Termination of MembershipWhen any member shall be in default; in the payment of dues for a period of four months from his anniversary date, his membership may thereupon be terminated by the Board of Directors in the manner provided in Article II of these By-Laws.
Article XIII SealThe Board of Directors shall provide for a proper and lawful Corporate seal.
Article XIV Waiver of NoticeWhenever any notice is required to be given under the laws of the Commonwealth of Virginia or under the provisions of the Articles of Incorporation or the By-Laws of the Corporation, 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.
Article XV Amendments to By-Laws and to the Articles of Incorporation
Section 1. Amendments to the By-LawsThese By-Laws may be altered, amended or repealed, and new By-Laws may be adopted by a majority of the members present and voting at any regular annual membership meeting, when the notice of the meeting states that a By-Law change is proposed and to be voted on at that meeting; or by a two-thirds vote of the members present and voting at a special membership meeting called by a majority of the whole number of the directors of the Corporation, or called by not less than one-tenth of the total number of members in good standing. No such alteration, amendment, repeal, or adoption of any By-Law shall be voted on by the membership at any regular or special meeting, unless written notice of the proposed change is sent to each member at his last known address at least twenty-one (21) days before such meeting; however, two-thirds of the members present and voting at a regular annual membership meeting may amend the By-Laws without further notice. By-Law changes shall not be considered at a special membership meeting called by the president alone.
Section 2. Amendments of the Articles of IncorporationNo amendments to the Articles of Incorporation of this Corporation shall be considered unless the matter has first been discussed by the Board of Directors with seven (7) days notice to said directors of the proposed change before such discussion by the board, and unless the proposed change or alteration is approved by three-quarters of the total number of members in good standing at either a regular or special membership meeting with twenty- one (21) days notice in writing to all members in good standing of the proposed change.
This is a true and correct copy of the By-Laws of the Butler Cave Conservation Society, Incorporated, as adopted by the membership June 14, 1970, at State College, Pennsylvania, nineteen (19) members present and voting. As of June 27, 1972, there have been no amendments.
A cope teste,____________________________
Mason M. Sproul
Registered Agent and Legal Counsel
Dated: June 27, 1972.
This copy of the By-laws is up to date as of 10 October 1998 and includes all four ammendments which have been approved since adoption.