ARTICLE # 1 – ORGANIZATION
SECTION 1 – The organization shall be known as Duncannon Appalachian Trail Community (DATC).
- These By-Laws constitute the code of rules adopted by the DATC for the regulation and management of its affairs.
- The DATC has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below.
- Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization.
- The DATC is organized exclusively for charitable, educational and scientific purposes.
- The DATC shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax.
- The DATC shall not participate in any political campaign in any manner. The organization shall not attempt to influence legislation.
- The DATC may request, receive, hold and use contributions, gifts or grants made available for such purposes that further the purpose of the organization by federal, state or local governments or any private corporation, association, foundation, organization or person.
- The fiscal year of the DATC is defined as April 1 through March 31 of each year.
SECTION 2 – Purpose of the Organization
- To act as a catalyst for enhancing economic development, engaging citizens as trail visitors and stewards, aiding local municipalities and regional areas with conservation planning and helping local community members see the trail as a resource.
- To bring the historical, cultural and environmental richness of the AT and surrounding areas to the lives and livelihood of the residents of the area.
- Specific purposes shall be determined at an annual meeting designated to develop a strategic plan.
SECTION 3 – Membership
- Any person, regardless of sex, race, color, religious creed, ancestry, national origin, handicap, or disability may become a member upon submission of an application on a form prescribed by the Board, signed by the applicant, and accompanied by payment of the first year’s dues.
- Classes of membership shall be (a) individual memberships, (b) joint memberships of two (2) persons living at the same address, and (c) honorary membership classes as established by the Board. Joint memberships shall receive only a single copy of each notice and publication sent to all club members—except ballots. In all other respects, their rights shall be the same as individual members. Honorary membership classes may be established by the Board to recognize significant contributions to the DATC or its purposes. The rights of members of honorary membership classes shall be the same as individual members. No person shall be required to accept membership in an honorary membership class as a condition of participation in the DATC.
- Dues for each class of membership for the ensuring fiscal year are to be set at an annual meeting by the Board, following a review of DATC’s financial condition and dues structure. If no action is taken at that meeting, dues will remain the same as those in effect during the current fiscal year.
- Any member whose dues are unpaid by June 1 of the current fiscal year shall be considered delinquent and shall not be allowed to vote; but he or she shall be continued in the DATC membership roll until October 1 when said member or joint members shall be dropped from membership.
- The Secretary shall maintain a list of DATC members and non-member participants, including electronic mail addresses provided by each member or non-member participant, and shall make the list available to any Director upon request. Written notice to any member may be accomplished by electronic mail to the address that member most recently provided to the Secretary.
- Consistent with the purposes of the DATC, while participating in DATC activities, all members and non-members are expected to conduct themselves in a manner that causes no harm to anyone, damages no property and is considerate and respectful of others. In accordance with these principles, the board may establish a Code of Conduct for the DATC and make ongoing membership in the DATC conditional upon and subject to observance of the Code of Conduct. Anyone who violates the Code of Conduct may be subject to (a) sanctions, which may include removal from DATC membership; (b) being reported to appropriate authorities; (c) prohibition from future participation in DATC activities, and (d) other discipline as determined by the Board.
SECTION 4 – Meetings
- An annual meeting of the DATC shall be held for the transaction of such business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board. In the event that the Board fails to designate a time and place for an annual meeting prior to October 1, the meeting shall be held on the second Wednesday of October at the municipal offices for the Borough of Duncannon beginning at 6:30 PM.
- Regular meetings of the DATC shall be held for discussion of the on-going activities of the organization on the second Wednesday of every month unless otherwise scheduled by the President.
- Special meetings of the Board may be called by either the President or a number constituting a quorum of the Board. Notice of special meetings shall be sent by electronic mail to the Board at the addresses most recently provided to the Secretary not less than 2 days before the meeting.
- Quorum – Three Directors (including officers or Members-at-Large) shall constitute a quorum of the Directors. Six members or a quorum of the Directors shall constitute a quorum of the membership. Those present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some members results in representation of less than a quorum.
ARTICLE # 2 – GOVERNMENT
SECTION 1 – Board of Directors shall consist of 5 Officers. The Board of Directors is that group of persons vested with control and management of the business and affairs of the organization. Officers shall be elected at the annual meeting for a two-year term by a 51% majority of general members present.
- Officers shall consist of President, Vice-President, Secretary, Treasurer and one Member-at-Large.
- The principal officer is the President.
- These officers shall be elected at the annual meeting from nominations from the floor, provided the nominees agree to serve.
- Each officer shall serve a 2 year term or until a successor has been elected.
- Vote shall be taken from the membership present.
- The President shall have the power to appoint initial Directors. After adoption of these by-laws, a full Board of Directors shall be elected.
- In the event an office becomes vacant for any reason the President may appoint a replacement for that position to finish the term or until such time as an election can take place.
SECTION 2 – Duties of Officers
- The President shall be the Chief Executive Officer of the Board of Directors and will supervise and control the affairs of the organization. Duties of the President shall include: to preside at all Meetings; to exercise and interpret the by-laws; presentation of an annual report at each annual meeting of the organization; appointing all sub-committees, temporary or permanent, from the Board of Directors or DATC general membership; to ensure all books, reports, records of all activities, and certificates are properly kept or filed; to keep records of all funds received at the address of the organization; to give funds received at the address of the organization to the Treasurer for deposit in the organization’s account; and to perform all other duties relative to the office. The President shall have such powers as may be reasonably construed as belonging to the Chief Executive of any organization.
- It shall be the duty of the Vice-President to carry out specific assignments of the President; to attend meetings; and in the event of the President’s disability (including but not limited to vacancy in the office of the President), the Vice-President shall assume the duties of the President.
- It shall be the duty of the Secretary to attend monthly and annual organization meetings and special Board meetings; to keep the minutes and records of the organization, except those of the Treasurer; to maintain a membership list with electronic mail addresses for each member; to prepare the agenda of monthly and annual organization meetings under the direction of the President; to perform all duties incident to the office and such other duties as assigned by the President.
- It shall be the duty of the Treasurer to keep records of donations and expenditures; to make deposits in the name of the organization; to make disbursements of funds; and to provide a treasurer’s report at each monthly and annual meeting of the organization; to perform all duties incident to the office and such other duties as assigned by the President.
- The Member-at-Large shall have such duties as assigned by the President.
- In the event that the offices of both President and Vice-President are concurrently vacant, a President shall be selected by a 51% majority of the general members present at the next monthly meeting, who shall serve until the next annual meeting at which time an election for President shall be held.
Section 3 – Business of the DATC
- The Board may conduct the business of the DATC at annual meetings, regular meetings, special meetings or through electronic mail.
- When conducting business at an annual meeting, decisions will be made by a majority of the Board and general membership in attendance.
- When conducting business at a regular meeting, decisions will be made by agreement of a majority of the Board and general membership in attendance, except that no decisions shall be made in absence of a quorum of the membership.
- When conducting business at special meetings decisions will be made by agreement of a majority of the Board in attendance except that no decisions shall be made in absence of a quorum of the Directors.
- When conducting business through electronic mail, decisions shall be made by agreement of a majority of the entire Board, regardless of the number of Directors who respond.
SECTION 4 – Sub-Committees
The President may designate and appoint Sub-Committees and designate to such committees specific and described tasks. Sub-Committee Chairpersons shall be chosen from the general membership. All Sub-Committees shall function within the guidelines and budgets established by the Board. The President or a Director designated by the President shall preside at all Sub-Committee meetings. All sub-committees shall be responsible to the Board and report progress at monthly meetings of the organization.
SECTION 5 – Compensation
No Officer or any member of a committee shall receive at any time any of the net earnings or profit from the operation of the organization. However, this shall not prevent the payment to any such person of reasonable compensation for services rendered to or for the organization.
ARTICLE # 3 – POLICIES
- The Board may establish policies for DATC activities as needed.
- Every Director shall have the absolute right to inspect and copy all books, records and documents of every kind of the organization.
- The By-Laws may be amended, altered, or repealed by the DATC by a 51% majority of a quorum of the Board and general membership present at any annual, regular or special organization meeting. Notice of such proposed change shall be announced and read at the prior meeting. Written notification of the proposed amendments shall be sent by electronic mail to all directors prior to the reading.
- In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made thereof. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1996, as amended, of a similar or like nature to this organization as determined by the Board of Directors.
- Resignation from the Board must be in writing and received by the Secretary. A Director shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Director may be removed for other reasons by a three-fourths vote of members present at any annual, monthly or special meeting.
- The DATC shall incur no debts in excess of its current funds. No Director or member of the DATC is expected to incur any personal debt or other financial obligation on behalf of the DATC. There is no intention that Directors or members of the DATC should assume any personal responsibility for the conduct of other Directors or members.
- Membership or participation in activities shall not be discriminated against because of sex, race, age or religion.
- All major decisions for the DATC shall be made by the Board or by the membership in accordance with Article 2, Section 3. Major decisions may include:
- Added events or any changes to an event schedule that will cause an additional major draw of people.
- Any publications/signage intended to be distributed via electronic mail, web or mailing or for public display (i.e. event brochure, press releases, sponsor recognition) that is presented as being on behalf of the DATC, excluding publications distributed on the DATC website or through the list of members and non-member participants maintained by the Secretary.
- Anything that costs $100 or more that is not already included on the budget
- Three names shall be on the bank account of the organization, Treasurer, President and one other Officer. Two signatures shall be required on checks.
- Board of Directors shall prepare a yearly Budget to be presented at the annual meeting for approval by a majority of the general membership. Any expenses over $300 not contained in the approved budget shall be subject to approval by majority at an Advisory Committee meeting.
- Each Director shall have one vote. At all meetings, all votes shall be via voice. However, upon request of any member, any vote shall be by roll call.
- No Director or general member shall vote or otherwise participate in the decision on any matter in which that individual has, or within the preceding twelve (12) months had, any personal interest pecuniary or otherwise.