BYLAWS OF THE CHOCONUT FOUNDATION

AS AMENDED WITH PROPOSALS THROUGH SEPTEMBER 5^TH, 2004

(Amended portions awaiting ratification are italicized)

 

ARTICLE I (OFFICES)

 

Section 1 The registered office of this corporation shall be located at Friendsville in Susquehanna County, Pennsylvania.

 

Section 2 The Corporation may also have other offices at such other places as the Board of Directors may from time to time determine.

 

 

ARTICLE II (MEMBERS)

 

Section 1. Members of the Corporation will have the option of submitting their membership dues for multiple years via of a lump sum payment thus locking in their membership fee for an established period of time. This pay in advance dues program is defined as Pay Forward and will be based upon the ratified dues rate at the time a Member initiates the Pay Forward program. This Corporation shall have three Pay Forward membership categories and one Standard membership category designated as follows: 1) a membership titled the Pancho Villa Club shall be awarded to any member who submits a dues payment equivalent to the sum of money collected over a ten year period; 2) a membership titled the Light Brigade Club shall be awarded to any member who submits a dues payment equivalent to the sum of money collected over a five year period; 3) a membership titled the Batsburg Club shall be awarded to any member who submits a dues payment equivalent to the sum of money collected over a two year period; and 4) a Standard membership which shall be awarded to any member who submits a dues payment equivalent to the sum of money collected for a one year period.

 

Section 2 The voting and other rights of all classes of members in this corporation shall be equal during the designated term of membership.

 

Section 3 Membership in this corporation shall be open to any individual willing to make the appropriate contribution and interested in promoting the purpose of this corporation.

 

Section 4 Membership in this corporation shall be terminated upon failure of any member to pay the appropriate contribution to continue his membership past the date of expiration for his then current term of membership.

 

 

ARTICLE III (MEETINGS OF MEMBERS)

 

Section 1 All meetings of the members shall be held in the registered office of the Corporation or at such other places, either within or without the Commonwealth of Pennsylvania, as the Board of Directors may from time to time direct.

 

Section 2 The annual meeting of the membership shall be held on the Sunday immediately preceding Labor Day, the first Monday in September, at which time elections of the Board of Directors shall take place. Elections for the Board of Directors shall be by written ballot.

 

Section 3 Special meetings of the members, for any purpose or purposes, other than those regulated by statute or by Articles of Incorporation, may be called at any time by the President, the Board of Directors, or 10 percent of the members upon written request delivered to the Secretary of the Corporation. Upon receipt of any such request it shall be held not less than 10 or more than 60 days thereafter, as the Secretary may fix. If the Secretary shall neglect or refuse to fix the date of the meeting the person or persons calling the meeting may do so.

 

Section 4 Written notice of any special meeting of members, stating the place, the date, hour, and the general nature of business to be transacted thereat, shall be given to every member entitled to vote thereat, at such address as appears on the transfer books of the Corporation at least ten days before such meeting, unless a greater period of notice is required by statute in a particular case.

 

Section 5 Business transacted at all special meetings shall be confined to the business stated in the call.

 

Section 6 A majority of the members entitled to vote, present in person or represented by proxy, 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 the members cannot be organized because a quorum has not attended, the members entitled to vote thereat, present in person or by proxy, 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 directors such meeting may be adjourned only from day to day or such longer periods not exceeding fifteen days as a majority of the members present in person or by proxy shall direct, until such directors shall have been elected. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally notified.

 

Section 7 When a quorum is present or represented at any meeting, the vote of the majority of the members having voting powers present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one, which the Articles of Incorporation or these Bylaws requires a different vote, in which case such express provision shall govern and control the decision of such questions.

 

Section 8 Amendment of these Bylaws or of the Articles of Incorporation shall require a 2/3 vote of approval by the members having voting powers at a meeting where a quorum is present and such amendment may only be considered when written notice of intention to consider it together with a written copy of the amendment being proposed has been sent to every member with notice of the meeting at which it will be proposed at least 10 days prior to such meeting. Upon written or oral motion of any Life Member of the Corporation no amendment of the Articles of Incorporation or of these Bylaws may be considered or adopted until the Board of Directors has adopted a resolution proposing said amendment by a vote of 2/3 of the Directors present at any meeting where a quorum is present and where written notice of intention to consider said amendment has similarly been sent to all Directors as set forth in the procedure to be used at a meeting of the general membership where such amendment is to be considered.

 

Section 9 Except as otherwise provided by statute or the Articles of Incorporation, at every members meeting every member shall have one vote. Except as otherwise provided in the Articles of Incorporation, in each election of directors every member entitled to vote shall have the right to multiply the number of votes to which he may be entitled by the total number of directors to be elected in the same election. The candidates receiving the highest total number of votes up to the number of directors to be elected in the same election shall be elected.

 

Section 10 Every member entitled to vote at a meeting of members may authorize another person to act for him by proxy either to vote at a meeting or sign a written consent. Every proxy shall be executed in writing by the member or by his duly authorized attorney in fact, and filed with the Secretary of the Corporation. Each and every proxy shall be revocable at will, not withstanding any other agreement or any provision in the proxy to a contrary, but the revocation of proxy shall not be effective until notice there of has been given to the Secretary of the Corporation. No unrevoked proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall proxy be voted on after three years from the date of its execution. A proxy shall not be revoked by death or incapacity of the maker unless before the vote is counted or the vote is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation.

 

Section 11 The Secretary of the Corporation shall make at least ten days before such meeting of members, a complete list of the members entitled to vote in the meeting arranged in alphabetical order, with the address of each, which list shall be kept on file at any designated office of the Corporation and shall be subject to inspection by any member during regular business hours. 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 12 Except as otherwise provided in the Articles of Incorporation, any action required to be taken at a meeting of the members may be taken without a meeting, if a consent or consensus in writing, setting forth the action so taken, shall be signed by all members who would be entitled to vote at a meeting for such purpose and shall be filled with the Secretary of the Corporation.

 

 

ARTICLE IV (DIRECTORS)

 

Section 1 The number of directors which shall constitute the whole Board shall be such number as the membership may determine but not less than three. Directors shall be natural persons of full age and need not be residents of Pennsylvania or members in the same corporation. Except as hereinafter provided in the case of vacancies, directors other than those constituting the first Board of Directors, shall be those who have become Life Members together with those who are elected by the members. Each director other than Life Members shall be elected to serve until the next annual election of directors by the members and until their successor is elected is actually elected. Vacancies in the elected Board of Directors shall be filled by a majority of the remaining members of the board, but not less than a quorum, and each person so elected shall be director until his successor is elected by the membership, who may make such election at the next annual meeting of the members or at any special meeting duly called for that purpose and held prior there to.

 

Section 2 The business and affairs of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by Articles of Incorporation or by these Bylaws directed or required to be exercised and done by the members.

 

Section 3 The meetings of the Board of Directors may be held at such place within the Commonwealth of Pennsylvania or elsewhere as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.

 

Section 4 The Board of Directors may by resolution adopted by a majority of the Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation. Any such committee to the extent provided in such resolution or in the Bylaws, shall have and may exercise all the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the following:

1)      The submission to the members of any action requiring approval of the Board of Directors under this article;

 

2)      The filling of vacancies in the Board of Directors;

3)      The adoption, amendment or repeal of the Bylaws;

 

4)      The amendment or repeal of any resolution of the Board of Directors;

 

5)      Action on matters committed by the Bylaws or the resolution of the Board of Directors to another committee of the board. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member to act at the meeting in the place of any such absent or disqualified member.

Section 5 The members of the Corporation, by resolution of the membership at any regular meeting, may fix the compensation of directors for their services as such, and a director may be a salaried officer of the Corporation.

 

 

ARTICLE V (OFFICERS)

 

Section 1 The officers of the Corporation shall be chosen by the membership and shall be: President, Vice President, Secretary, and Treasurer of the Corporation. The officers shall be elected from the members of the Corporation.

 

Section 2 The Vice President shall serve as advisor to the President during his term of office. The Vice President shall receive notice of all matters of importance coming to the attention of the President and shall be informed by the President of any action taken or decision made on behalf of the Foundation.

 

Section 3 The officers of the Corporation shall be members of the Board of Directors of the Corporation.

 

Section 4 The salaries of all officers and agents of the Corporation shall be fixed by the membership of the Corporation at an annual or regular meeting.

 

Section 5 The officers of the Corporation shall hold office until their successors assume their position in office after having been officially chosen and qualified. Election of all officers shall take place at the annual meeting of the members as follows:

 

1)      The election of the President, Vice-President, Secretary, and Treasurer will be scheduled to take place bi-annually on even-numbered years at the annual meeting of members.

 

2)      The term of office for all officers will be for a period of two years, beginning and ending in even-numbered years, and will coincide with the October 1^st to September 30^th Fiscal Year of the Foundation. The newly elected officers will take office on October 1^st immediately following the annual meeting of members.

 

If the office of any Officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

 

Section 6 The President shall be the Chief Executive Officer of the Corporation; he shall preside at all meetings of the Members and Directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board are carried into effect.

 

Section 7 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 Board of Directors to some other officer or agent of the Corporation.

 

Section 8 The Vice President shall in the absence or disability of the President, perform the duties and exercise the powers of the President and perform such other duties as the Board of Directors or executive committee may prescribe or the President may delegate to him.

 

Section 9 The Secretary shall attend all sessions of the board and all meetings of the members and record all the votes of the Corporation and the minutes of all transactions in a book to be kept for that purpose, and shall perform like duties for the executive and other committees of the Board of Directors when required. He shall give cause to be given, notice of all meetings of the members and of special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the corporate seal of the Corporation, and, when authorized by the board, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an assistant secretary.

 

Section 10 The Treasurer shall have 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 Board of Directors.

 

Section 11 He shall disburse the funds of the Corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the members or whenever they may require it, an account of all his transactions as Treasurer or other financial conditions of the Corporation.

 

Section 12 If requested by the Board of Directors or the members he shall give the Corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board of Directors, for the faithful discharge of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement, or removal from office of all books, paper, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

 

 

ARTICLE VI (GENERAL PROVISIONS)

 

Section 1 The directors of the Corporation shall present annually to the members a report, contents of which shall include a description of the current financial position of the Corporation as well as an accounting of the actions taken by the Corporation over the past year since the previous election of the then current Board of Directors.

 

Section 2 All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

 

Section 3 The Fiscal year of the Corporation shall be October 1^st through September 30^th.

 

Section 4 The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words, “Corporate Seal Pennsylvania”. Said Seal may be used by causing it or a facsimile thereof to be impressed or fixed or in any manner reproduced.

 

Section 5 Whenever, under the provisions of the statutes or of the Articles of Incorporation or these Bylaws, notice is required to be given to any person, it may be given to such person either personally or by sending a copy first class mail, or by telegram, to his address appearing on the books of the Corporation or in the case of directors, supplied by him to the Corporation for the purpose of notice. A notice of meeting shall specify the place, day, and hour of the meeting and may include any other information required by the Pennsylvania Non-Profit Corporation Law.

 

Section 6 Whenever any written notice is required to be given by statute or by the articles of incorporation or by these Bylaws, 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 the equivalent of the giving of such notice. Except in the case of a special meeting of members, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice to such meeting. Attendance of a person at any meeting shall constitute a waiver of notice to such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

 

Section 7 The corporation shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending, or completed law suit, action, or proceeding (including actions by, or in right of, the corporation as a representative of another corporation, partnership, joint venture, trust, or other enterprise) against expenses, including attorney’s fees, judgements, fines, and amounts paid in settlement actually and reasonably incurred, if such person has been successful on the merits or otherwise in any such action or upon a determination in a specific case that such indemnification is proper under the circumstances because he has met the standard of conduct applicable in the Pennsylvania Non-Profit Corporation Law. The corporation may purchase and maintain insurance for the purpose of indemnification on behalf of any or all persons to the full extent permitted under the Pennsylvania Non-Profit Corporation Law.

 

Section 8 There shall be several regular standing committees of this corporation: 1) the Membership Committee; 2) the Campership Awards and Selection Committee; and 3) the Program Guidelines Committee. The Board of Directors shall appoint one of its members to serve as chairman for each designated committee. Membership in each committee shall be open to any and all members of the corporation. The committee reports of action taken and meetings held since the last regular general membership meeting shall be given at each annual membership meeting prior to the election of the Board of Directors.

 

1)      Membership Committee: It shall be the duty of the Membership Committee to solicit contributions for the Corporation from the general public and devise a plan for ongoing recruitment of new members of the Corporation. The Membership Committee shall notify each member of the corporation of the date when their current membership shall expire at least 2 months prior to the expiration of their membership, by regular mail sent to the last corporate address of record. The Membership Committee shall maintain an accurate record of the membership of the Corporation and shall issue Membership Certificates to each new or renewed member of the corporation. The Membership Committee shall also undertake whatever additional duties may be assigned to the Membership Committee by the Board of Directors.

 

2)      Campership Awards and Selection Committee: To be defined.

 

3)      Program Guidelines Committee: It shall be the duty of the Program Guidelines Committee to establish guidelines for the type of camp program which will further the purposes of the Corporation. At the annual meeting held in September, the Committee shall report to the membership the achievements and accomplishments of each individual who attended camp that summer with the aid of a Campership Award. This report shall contain an opinion regarding the personal development of each camper as well as the program activities in which the camper participated or excelled. After review of the Campership Award recipients, the Committee shall present to the membership its recommendations regarding the success of the camp program in promoting the purposes of the corporation. The recommendation of the Committee shall be adopted or rejected upon majority vote of the membership. Any proposed changes in the Camp Program guidelines adopted by the Committee shall be included in such recommendations and approved by majority vote of the members. The Program Guidelines Committee shall also be responsible for selecting an existing Camp Program to propose as being worthy of support in accomplishing the purpose of the Corporation and/or developing a Camp Program which it will propose that the Foundation will operate to provide camper opportunities suitable for accomplishing the purposes of the Corporation. Should the Committee determine that the Foundation should consider a proposal to operate a camp program; the Committee shall devise a budget, nominate and secure applicants for the Directorship of such a program, and present a plan for financing the operation of this program at the annual meeting in September.

 

Section 11 – Powers These Bylaws are not intended to state purposes or authorize powers different from or in addition to those which are provided in the Articles of Incorporation. Amendments to these Bylaws are specifically limited to those which are not inconsistent with the charitable purposes stated in the Articles of Incorporation.

 

Section 12 – Telephonic Meetings One or more members may participate in any meeting designated in these Bylaws by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. All members so participating shall be deemed present in person at the meeting.