(AS AMENDED February 3, 2017)
ARTICLE I – NAME, PURPOSE
Section 1: Name. The name of the organization shall be New Freedom Heritage, Inc. It shall be a nonprofit organization incorporated under the laws of the State of Pennsylvania.
Section 2: Purpose. New Freedom Heritage is organized exclusively for charitable purposes, more specifically to preserve New Freedom’s heritage by fostering community relationships to enhance and preserve the town’s cultural character.
ARTICLE II – MEMBERSHIP
Section 1: Qualifications. Membership in this organization shall be open to all residents of New Freedom and other interested persons, corporations, proprietorships, and clubs who support the Purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and annual dues.
Section 2: Annual dues. The amount required for annual dues is set annually by the Board of Directors at their fall meeting. Continued membership is contingent upon being up-to-date on membership dues, based on a calendar year.
Section 3: Duration. Membership shall terminate at the end of the calendar year and may not otherwise be terminated or suspended other than for nonpayment of dues or fees fixed by the Board of Directors except where the member is given not less than fifteen days written notice and reasons and the member is given an opportunity to be heard orally or in writing. A terminated or suspended member may be reinstated by action of the Board of Directors.
Section 4: Powers. Members are entitled to vote to elect the Board of Directors and to vote on other matters deemed necessary by the Board of Directors or at the request of a minimum of five members.
ARTICLE III – MEETINGS OF MEMBERS
Section 1: Annual Meeting. An annual meeting shall take place in the month of February, the specific date, time, and location of which will be designated by the Board of Directors. At the annual meeting the members shall elect officers and directors and receive reports on the activities of the organization. Notice of the annual meeting shall be given to each voting member, by mail or e-mail, not less than ten days before the meeting.
An officer of the organization shall chair the meeting. Robert’s Rules of Order will govern motions, voting, and other conduct of the meeting.
Section 2: Special Meetings. Special meetings may be called by the Board of Directors.
Section 3: Quorum. The members present at any properly announced meeting shall represent at least 20 percent of the membership.
Section 4: Voting. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV – BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board, comprised of the officers and other Board members, is responsible for overall policy and direction of the organization, and has ultimate approval over the Executive Committee’s decisions. The Board shall have up to twelve and not fewer than five members. The Board members receive no compensation but may be reimbursed for reasonable expenses.
Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place. Special Board meetings may be called by the President or at the request of at least three board members.
Section 3: Board Elections. New directors and current directors shall be elected or re-elected by voting members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.
Section 4: Terms. All Board members shall serve 2 year terms, but are eligible for re-election.
Section 5: Quorum. A meeting must be attended by at least a simple majority of the Board members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board of Directors meeting requires that each Board member have written (electronic or postal mail) notice two weeks in advance.
Section 7: Officers and Duties. There shall be four officers of the Board consisting of a President, Vice President, Secretary and Treasurer, which comprise the Executive Committee. The Executive Committee is granted the authority to make any critical decisions between Board meetings. The officers shall be elected or re-elected by an affirmative vote by a majority of the members present at the annual meeting. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall oversee the long- term goals and strategies of the organization, and shall preside or arrange for another officer to preside at each meeting in the following order: Vice President, Secretary and Treasurer.
The Vice President shall be vested with all powers of and perform all duties of the President in the President’s absence or inability to act, and shall chair committees on special subjects as designated by the Board.
The Secretary shall be responsible for keeping records of actions at Member and Board meetings, including overseeing the taking of minutes at all Member and Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board Member, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, prepare any required financial reports, including those required by state and federal authorities in order to maintain the organization’s nonprofit status, and make financial information available to Board members and, upon request, the public.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members, to be voted upon at the next Board meeting. These vacancies will be filled only to the next annual meeting.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE V – COMMITTEES
Section 1: Creation. The Board may create committees as needed, such as fundraising, public relations, etc. The individual committees nominate their committee Chairs subject to approval by the Board of Directors.
Section 2: Executive Committee. The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the full Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes at least two other members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and, upon request, the public.
ARTICLE VI – CONFLICT OF INTEREST POLICY
Section 1: Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (New Freedom Heritage, Inc.) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of New Freedom Heritage, Inc. or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
A. Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
B. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with New Freedom Heritage, Inc. or with any entity or individual with which New Freedom Heritage, Inc. has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which New Freedom Heritage, Inc. is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section III, Item 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3: Procedures
A. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether New Freedom Heritage, Inc. can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in New Freedom Heritage, Inc. best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
D. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4: Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain:
A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5: Compensation
A. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from New Freedom Heritage, Inc. for services is precluded from voting on matters pertaining to that member’s compensation.
C. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from New Freedom Heritage, Inc., either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6: Annual Statements. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
A. Has received a copy of the conflicts of interest policy,
B. Has read and understands the policy,
C. Has agreed to comply with the policy, and
D. Understands New Freedom Heritage, Inc. is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax- exempt purposes.
Section 7: Periodic Reviews. To ensure New Freedom Heritage, Inc. operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management organizations conform to New Freedom Heritage, Inc.’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8: Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, New Freedom Heritage, Inc. may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE VII – AMENDMENTS
Section 1: Process. These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.