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BY-LAWS
BY-LAWS OF THE GRATZ HISTORICAL SOCIETY, INC.
ARTICLE I – NAME
The name of this organization as set forth in the Article of Incorporation is THE GRATZ HISTORICAL SOCIETY, INC. It is a domestic non-profit corporation whose Articles of Incorporation were filed with the Department of State for the Commonwealth of Pennsylvania on October 12, 1984.
ARTICLE II – ADDRESS
The registered office of the Corporation is P.O. Box 507, Gratz, Pennsylvania, 17030.
ARTICLE III – PURPOSES
The Corporations was incorporated under the Non-Profit Corporation Law of the Commonwealth of Pennsylvania for the discovery and preservation of any and all records, data and materials relative to and illustrating the history of the Northern end of Dauphin County, Pennsylvania, and territory adjacent thereto; the collection and preservation of the arts, handicrafts and artifacts of the region; fostering an interest in the history of the region; collecting and preserving the genealogical records of the early settlers of the regions; and acquiring and preserving historical sites, buildings and structures.
ARTICLE IV – ANNUAL MEETING
The annual meeting of the corporation shall be held in Gratz, Pennsylvania, on the fourth Thursday of each September, except if that particular day should be a holiday, in which case the annual meeting shall be held the following Thursday. The Officers and Directors whose terms expire shall be elected at the annual meeting.
ARTICLE V – OFFICERS AND BOARD OF DIRECTORS
(a) The officers shall be a president, vice-president, secretary and a treasurer, each of whom shall be elected for a term of two (2) years.
(b) There shall be two (2) Directors, each of whom shall be elected and serve for a term of two (2) years and one of whom shall be elected each year at the annual meeting. The second Director elected at the first annual meeting following the adoption of these By-Laws shall serve for a term of one (1) year. All subsequent Directors and the first Director elected shall serve for two (2) year terms.
(c) The Officers and Directors shall constitute the Board of Directors.
AMENDMENT: To ARTICLE V – OFFICERS AND BOARD OF DIRECTORS
By a meeting held in June 1992, unanimous approval was made to increase the number of elected DIRECTORS serving on the BOARD, from two persons to four persons. The term of elected DIRECTORS, and the procedure of election shall remain the same.
AMENDMENT: To ARTICLE V – OFFICERS AND BOARD OF DIRECTORS
By a meeting held the fourth Thursday in October 1997, unanimous approval was made to increase the number of elected DIRECTORS serving on the BOARD from four persons to six persons. Also approved at that meeting, an increase from one elected VICE-PRESIDENT to two vice-presidents. The term of elected DIRECTORS and VICE-PRESIDENTS, and the procedure of election shall remain the same.
ARTICLE VI – ELECTION OF OFFICERS AND DIRECTORS
(a) All Officers and Directors shall be elected by a plurality of votes cast by secret ballot at the annual meeting.
(b) Not less than one (1) month prior to the annual meeting, the exact day of the annual meeting shall be established by the Board of Directors and notice of this date shall be sent to all members together with the names submitted by the Nominating Committee for the Officers and Directorship to be filled, specifying alongside each name the particular office that person has been nominated to fill.
(c) Nominations may also be made by any member of the Corporation at any time prior to balloting at the annual meeting. Any committee on nominations shall be added to the slate of candidates upon affirmative vote of a majority of members present at the annual meeting. A candidate for election shall be an individual action member or life member in the Corporation.
(d) The Officers and Directors shall be installed at the close of the annual meeting at which they are elected and shall serve until their successors have been duly elected and installed. In the event of resignation or incapacity of any Officer or Director, except the President, the vacancy may be filled by a vote of the Board of Directors for the unexpired term of office. The Vice-President shall assume the duties of President for the unexpired term in the event of the resignation or incapacity of the President.
ARTICLE VII – [PERSONAL GAIN and MEMBER EXPULSION]
The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise, and no member shall use the name of The Gratz Historical Society, Inc., for personal gain. If done so, the member is subject to being expelled by a two-thirds (2/3) vote of the members present at any regular or annual meeting. This vote shall be done by secret ballot.
ARTICLE VIII – MEMBERSHIP AND DUES
Any person interested in the history of the Northern end of Dauphin County and territory adjacent thereto who applies for membership in any classification of membership and who tenders the necessary dues shall thereby become a member.
Annual dues for single membership shall be $5.00.
Dues for life members shall be $100.00 in one (1) payment. No further dues need then be paid by any life member during the balance of the member’s life.
Annual dues shall be due and payable for the year as of the date of the annual meeting. Members in arrears of more than six (6) months after payment is due shall be dropped automatically from membership.
AMENDMENT: To ARTICLE VIII – MEMBERSHIP AND DUES
A meeting was held the fourth Thursday in July 1991 to approve an increase in fees for ANNUAL AND LIFE MEMBERSHIPS. It was unanimously approved to raise the ANNUAL DUES to seven ($7.00) per year, and LIFE MEMBERSHIP was raised to $125.00. The increase will take effect in September 1991.
AMENDMENT: To ARTICLE VIII – MEMBERSHIP AND DUES
A meeting was held the fourth Thursday in July 2001 to approve an increase in fees for ANNUAL AND LIFE MEMBERSHIPS. It was unanimously approved to raise the ANNUAL DUES to ten ($10.00) per year and LIFE MEMBERSHIP was raised to $150.00. The increase will take effect in September 2001.
ARTICLE IX – SCHEDULE AND QUORUM FOR MEETINGS
Section 1. Regular meetings of the Corporation shall be held monthly.
Section2. Special meetings may be called by the President.
Section 3. Special meeting [sic] of the Board of Directors may be called by the Chairman of the Board.
Section 4. Members present at the regular meeting or at the annual meeting shall constitute a quorum.
Section 5. Any regular monthly meeting may be suspended by a majority vote of those voting at the prior monthly meeting. However, not more than two (2) regular monthly meetings shall be suspended in succession.
ARTICLE X – DUTIES OF THE OFFICERS AND DIRECTORS
Section 1. The President shall have executive supervision over the activities of the Corporation within the scope provided by these By-Laws. He or she shall preside at all meetings. He or she shall report annually on the activities of the Corporation. He or she shall appoint the members of the committees and delegates not otherwise provided for.
Section 2. The Vice-President shall assume the duties of the President in the event of the absence, incapacity, or resignation of the President.
Section 3. The Secretary shall keep full Minutes of the meetings of the Corporation, its Board and Executive Committee. He or she shall give notice of all meetings of the Corporation and of the Board. He or she shall have custody of the Seal of the Corporate Records and all Minute Books of the Corporation.
The Secretary shall submit at each annual meeting a Report showing the activities of the Board.
The Secretary shall be responsible for the distribution of all publications of the Corporation to members entitled thereto, and to others.
Section 4. The Treasurer shall collect all dues from the members of the Corporation and all moneys that may be due to the Corporation issuing a receipt therefor when requested, and promptly paying all receipts to the treasury.
The Treasurer shall be the custodial of all money, securities and invested funds of the Corporation. The Treasurer shall keep full and accurate accounts of receipts and disbursements, and shall deposit all moneys in the name and to the credit of the Corporation in such depositories as may be designated by the Board and shall disburse the funds of the Corporation as may be ordered by the Board, or its duly authorized officers, officials, or committees, taking vouchers for such disbursements. He or she shall render to the Board at its stated meetings or whenever the Board may require the same, an account of all of the transactions conducted as Treasurer.
Section 4(a). The Chairman of the Membership Committee shall be the custodian for the applications for membership and shall keep a register of the membership together with the members’ addresses.
Section 5. For the faithful performance of his or her duties, the Treasurer shall give bond in such amount as may be required by the Board.
Section 6. The property custodian shall have charge of the real an personal property of the Corporation and shall be responsible for maintaining these properties and for observing and enforcing all the conditions, limitations and restrictions affecting the same.
AMENDMENT: To ARTICLE X, Section 6 – DUTIES OF THE OFFICERS AND DIRECTORS
Items received on loan, are to be recorded by name of person placing the item on loan, items description and date received, by the property custodian. Items on loan will be returned to any person who placed the item on loan within their lifetime should they so desire. Should the person die who placed the item or items on loan, the items will then become donated property to the Gratz Historical Society unless specified otherwise at the time of donation.
This Amendment to Article X, DUTIES OF THE OFFICERS AND DIRECTORS, Section 6, was voted upon by members at a general meeting held on January 26, 2006. It was approved by the Board of Directors and incorporated into the GRATZ HISTORICAL SOCIETY BY-LAWS.
SIGNED: President, Harry Smeltz; Vice President, Becci Hoover; Director, Glen Deibert; Director, Ramie Hartman; Director, Dale Hoffman; Director, Paul Schieb; Director, Marlin Umberger; Director, Ned Weaver; Treasurer, Charles Schoffstall.
Section 7. The Board of Directors shall have power to conduct all affairs of the Corporation. The Board of Directors shall decide questions of policy that for any reason cannot be acted upon at a meeting of the Corporation and perform such other functions as designated in these By-Laws or otherwise assigned to it. Four (4) members of the Board shall constitute a quorum. The President of the Corporation shall chair the meetings of the Board of Directors.
ARTICLE XI – COMMITTEES
Section 1. The Corporation shall have the following standing committees: publications, biography, genealogy, acquisition, program, nominations, and any other special or standing committees as the President shall designate.
Section 2. The President shall appoint members and chairman of all committees.
ARTICLE XII – LIABILITIES [and DISSOLUTION]
Section 1. No debt shall be incurred and no obligation assumed or committed by any officer or committee beyond the amount specifically authorized in advance by the Corporation or the Board, excepting reasonable amounts in the case of the President, Vice-President, Secretary or Treasurer, to be reported at the next meeting of the Board of Directors, but in no event shall any single expenditure exceed the sum of $100.00, except with the approval of the Board of Directors.
Section 2. In the event of the voluntary or involuntary dissolution of the Corporation and after the payment of all debts and liquidation of all liability of the Corporation, the remaining assets of the Corporation shall be transferred by authority of the Board of Directors to such other non-profit historical society or corporation as they shall at that time determine. Provided, however, that no member shall in any event receive pecuniary return, profit or gain thereby and further providing that with respect to the real estate acquired by the Corporation from Lykens Township Grange No. 2066 by Deed dated December 31, 1984, in the event the Corporation should dissolve, the premises described in said Deed shall revert to the Lykens Township Grange No. 2066, or if said Grange is not at that time in existence, it is agreed that the ownership of said real estate shall be conveyed to a non-profit community organization active in the Gratz, Pennsylvania, area.
AMENDMENT: To ARTICLE XII
Original — BY-LAWS OF THE GRATZ HISTORICAL SOCIETY, INC. – dated – September 13th, 1984. Dissolution Statement updated.
Liabilities, Section 2, Exhibit A, Dissolution Statement was voted upon by members at a general meeting held on September 24, 2009. It was approved by the Board of Directors on September 24, 12009, and incorporated into the GRATZ HISTORICAL SOCIETY BY-LAWS.
SIGNED: President, Catharine Kieffer; 1st Vice President, Marlin Umberger; 2nd Vice President,Becci Hoover; Director, Raymond Lahr; Director, Raymond Hartman; Director, Dale Hoffman; Director, Harry Smeltz; Director, Steve Troutman; Director, ——–; Director, ——-; Treasurer, Charles A. Schoffstall.
Upon the dissolution of The Gratz Historical Society, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Society, dispose of all the assets of the Society in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall be at the time qualify as an exempt organization(s) under section 501 (cX3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed off shall be disposed by the Court of Common Pleas of the county in which the principal office of the corporation or organization is then located, exclusively for such purposed as said Court shall determine, which are organized and operated exclusively for such purposes.” Provided, however, that no member shall in any event receive pecuniary return, profit or gain thereby and further providing that with respect to the real estate acquired by the Corporation from Lykens Township Grange No. 2066 by Deed dated December 31, 1984, in the event the Corporation should dissolve, the premises described in said Deed shall revert to the Lykens Township Grange No. 2066, or if said Grange is not at that time in existence, it is agreed that the ownership of said real estate shall be conveyed to a non-profit community organization active in the Gratz, Pennsylvania, area.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons in the event of a sale or dissolution to the organization.
ARTICLE XIII – SEAL
The seal of the Corporation shall bear the following words:
THE GRATZ HISTORICAL SOCIETY, INC.
Non-Profit Corporation Organized 1984
The arrangement of the seal and the design thereof shall be determined by the Board of Directors.
ARTICLE XIV – PARLIAMENTARY AUTHORITY
The rules contained in Roberts Rules of Order, revised, shall be the parliamentary authority for al matters of procedure not specifically covered by these By-Laws.
ARTICLE XV – AMENDMENT TO BY-LAWS
These By-Laws may be amended at any regular or adjourned meeting by a two-thirds (2/3) vote of those voting, provided notice was given at the previous meeting, or they may be amended at a special meeting called for that purpose with previous notice and by a two-thirds (2/3) vote. All proposed amendments shall be submitted in writing.
The foregoing are a true and correct copy of the By-Laws of the Gratz Historical Society, Inc., adopted at a regular meeting held on the ____ day of ______________, 1985.
________________________
Secretary
ARTICLE XVI – DIRECTOR OF THE MUSEUM
This Article was by Board approval in May 1989 incorporated into the GRATZ HISTORICAL SOCIETY BY-LAWS.
A DIRECTOR OF THE MUSEUM shall be appointed by the president to serve in the capacity of accumulating and preserving the various articles as they come into the museum.
Space permitting, the articles shall be placed in exhibit in a protective manner, for the purpose of preservation, and enjoyment of the general public.
The Director of the Museum shall work with a committee to catalog donations and articles on loan in a simple and orderly manner. Also to store or display each item in an appropriate manner.
This is not an elected office, but by appointment. Replacement shall be at the discretion of the president or in the event of the resignation of the director of the museum.
ARTICLE XVII – PRESERVATION ENDOWMENT FUND
This Article was voted upon by members at a general meeting held January 28, 1999. It was approved by the Board of Directors, February 25, 1999, and incorporated into the GRATZ HISTORICAL SOCIETY BY-LAWS.
The Article was adopted to devise a fund that shall accrue a sufficient collection of monies to provide the means for the GRATZ HISTORICAL SOCIETY to continue to function as a unit of preservation. This fund shall be known as the PRESERVATION ENDOWMENT FUND.
All proceeds of the book “Comprehensive History of Gratz” and other donations designated for preservation, have been placed in the PRESERVATION ENDOWMENT FUND. The PRESERVATION ENDOWMENT FUND shall remain a separate fund and placed in a depository of a secure nature. Consideration should be given to a depository such as Certificates of deposit, Treasury bills, Treasury bonds, or other long term none-risk securities.
Additional monies shall be deposited to this fund, as they become available. Donations in memory of, honorariums or other additions shall be encouraged.
The principal of this new account is to remain intact unless or until the Gratz Historical Society is dissolved. Accumulating interest from this fund may be used, but only for the purpose of upkeep, maintenance, and preservation of the buildings and grounds.
Should it be deemed profitable to transfer the PRESERVATION ENDOWMENT FUND to a different type of investment account, the Board of Directors of the Gratz Historical Society must review the proposal and give their unanimous approval.
When it is desirable to withdraw accumulated interest from the PRESERVATION ENDOWMENT FUND, for the stated purpose (upkeep, maintenance, preservation), the Board of Directors of the Gratz Historical Society shall first convene, to approve the withdrawal. Three signatures shall then be required to acquire the funds: the president, the vice-president and the treasurer of the Gratz Historical Society.
Should the Gratz Historical Society for some unforeseeable reason become a victim of dire circumstances, which would cause the organization to be disbanded, this fund should be transferred to a similar organization of this area, of like goals. This action could take place only by the approval of a quorum of the remaining officers and or members of the Gratz Historical Society.
[Signatures] Ned M. Weaver, Director; Marie Stine; Rebecca Hoover; A. R. Stout; Harry H. Smeltz; Glenn A. Deibert; Irwin R. Klinger; Charles A. Schoffstall, Treasurer. February 25, 1999
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