BYLAWS

NEW FREEDOM HERITAGE:
PRESERVATION AND ENHANCEMENT

ARTICLE I - NAME, PURPOSE

Section 1: 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: 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: 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 $20 per person or family unit, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues, based on a calendar year.

Section 3: Length of membership. 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 directors and officers and receive reports on the activities of the organization. Notice of the annual meeting shall be given to each voting member, by 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 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. 

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 for a total of three terms.

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 notice two weeks in advance. 

Section 7: Officers and Duties. There shall be four officers of the Board consisting of a Chair, Co-Chair, 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 by an affirmative vote by a majority of the Board present at a duly held meeting. Their duties are as follows:

The Chair 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: Co-Chair, Secretary and Treasurer.

The Co-Chair shall be vested with all powers of and perform all duties of the Chair in the Chair'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 Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, 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 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 end of the particular Board member's term.

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: 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: 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 the public.

ARTICLE VI - AMENDMENTS

Section 1: 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.

These Bylaws were approved at a meeting of the Board of Directors of _____________ on

_______________________, 2005.