Constitution & By-Laws
ARTICLE I: NAME
1. The name of the organization shall be The Theodore Burr Covered Bridge Society of Pennsylvania, Inc.
1. The purpose of the Society is to promote the preservation and restoration of the remaining historical covered bridges in the Commonwealth of Pennsylvania, through educational programs for the members, as well as for the public at large, for the interest and enjoyment of all, as well as succeeding generations.
2. The Society shall accumulate and record data as to locations, physical features, and history of the timber bridges now standing, and of those removed, both in the Commonwealth of Pennsylvania and in other States. This information shall be used in the publications of the Society and, with prior approval of the Executive Board, may be used as reference data in other publications, provided that full credit is given to this Society. Records also may be made accessible to serious historical researchers on an individual basis through a designated member of this Society, without inconvenience to that member.
3. Society members are encouraged to share their collections of covered bridge images and memorabilia at Society meetings, and, when requested, at meetings of other interested organizations. The Society will host special speakers from time to time, and will arrange Safaris as part of the educational activities of the Society.
4. A special effort shall be made each year to participate in and promote the observance of "See Pennsylvania's Covered Bridges Week" proclaimed by the Governor in accordance with the Act of May 9, 1969, P.L. 35, which designates the period beginning on the first Saturday after the first Sunday in May, to and including the third Sunday of that month, to be observed.
5. The Society shall publish a newsletter and / or a magazine, containing information and data about covered bridges on a periodic basis, as determined by the Executive Board.
ARTICLE III: MEMBERSHIP
1. Any person may become a member of this Society who is in accord with its ideals and purposes and who tenders the appropriate dues.
2. The Society has six membership classes: Individual, Family, Group (club, historical society, school, library, youth organization, etc.), Paid Life Member, Honorary Life Member, and Corporate.
3. There shall be no initiation fee.
1. The Annual Meeting of the Society shall be held on the first Sunday in October, if practicable.
ARTICLE V: OFFICERS
1. The Society's officers are President, four Vice Presidents designated First through Fourth, Recording Secretary, Corresponding Secretary / Program Director, Treasurer, and Historian.
2. Officers shall be elected for one year by majority vote of the eligible members present at the September Meeting. They shall assume office effective October 1st of the same year and shall serve until their successors are elected and installed. Officers that fail to perform the duties of their respective offices, after due notice, may be removed by the Executive Board.
1. The Executive Board consists of the nine elected officers listed in Article V, Section 1. Editor(s) of the Society publications will serve on the Executive Board as ex officio member(s), without vote. Past Presidents of the Society shall be ex officio members of the Executive Board, without vote, for one year after leaving office.
2. The Executive Board shall administer the Society, with the Board's actions subject to ratification by the Society membership at regular meetings, in special or unusual matters as defined in the Bylaws.
3. The Executive Board shall appoint the Editors of the Society publications. The Editors, upon their appointments, are ex officio members of the Executive Board, without vote, and shall continue as such as long as they continue as Editors.
4. If a vacancy occurs in the Executive Board, the remaining Board members shall fill the vacancy, with the new member's term expiring at the next election.
5. In addition to the Standing Committees mandated in the Bylaws of the Society, the Executive Board shall establish such other Standing Committees and Special Committees as it finds necessary, appointment thereto being made by the President.
1. The Treasurer shall pay all valid obligations of the Society in accordance with the procedures prescribed in the Bylaws of the Society.
2. Bequests, gifts, or grants from foundations, individuals, or other sources may be accepted to further the work of the Society.
3. Donations from the Covered Bridge Preservation and Restoration Fund shall be made solely to further the preservation and restoration of covered bridges. In any one fiscal year, the maximum amount of donations made for all covered bridges shall be at the discretion of the Executive Board, with the welfare of the Society in mind, and not to exceed 50% of the Society's monetary assets. Donations to the Covered Bridge Preservation and Restoration Fund may be made in memory of deceased members of the Society.
1. The Society is a 501(c) (3) Nonprofit Public Charity Organization, incorporated under the "Nonprofit Corporation Law" of the Commonwealth of Pennsylvania, and the "corporation does not contemplate pecuniary gain or profits, incidental or otherwise, to its members" (see: Articles of Incorporation, paragraph 3), and no individual member or group thereof shall have any personal claim, right, or benefit to or from any of the assets of this corporation. In the event of the dissolution of this Society, funds on hand, or deposited in a bank, or invested, shall be used to pay all outstanding bills, any residue or remainder shall go to the Historical and Museum Commission of the Commonwealth of Pennsylvania to be used in the furtherance of the objectives of this Society. All other Society property and historical collections shall go to and vest in that Commission.
1. Proposed amendments to this Constitution shall be submitted to the Executive Board in writing, signed by not less than ten voting members. Executive Board members may also submit proposed amendments, signed by not less than ten voting members, but only one Executive Board member, (the one presenting the proposal), can be one of the ten signers. The Board shall then approve or disapprove the proposed amendments. The President shall then submit the proposed amendments to the members at the next regular meeting of the Society, under New Business. The Recording Secretary shall read the proposed amendments together with the Board's approval or disapproval. If the Executive Board has approved the proposed amendments, then a majority vote of the voting members present, including Executive Board members, shall be sufficient to adopt the proposed amendments. If the Board has disapproved the proposed amendments, then a two-thirds vote of the voting members present, including Executive Board members, shall be necessary for the adoption of the proposed amendments.
1. The provisions of this Constitution shall be effective as of 1 January 2020.
2. This Constitution supersedes all previous Constitutions and Amendments thereto, and any previous Bylaws and Amendments in conflict herewith.
3. Proper legal acts of this Society and any of its officers under a prior Constitutional provision shall continue to be valid hereunder.
ARTICLE I: MEMBERSHIP AND DUES
1. Any person or group applying for membership in the Society shall do so on the Application for Membership form approved by the Executive Board.
2. The classes of membership are defined as follows:
a. Individual Member - Has full voting privileges, may hold office at age 18, and shall receive one copy of each issue of Society publications for the current year.
b. Family - Each family member has full voting privileges, and may hold office at age 18; however, the family shall receive only one copy of each issue of Society publications for the current year.
c. Group - Open to any group such as a civic club, historical society, etc., which is in accord with the ideals and objectives of this Society. As privileges of membership, the Group shall receive one copy of each Society publication for the current year, and one vote. Individuals representing the Group Membership may not hold office in the Society as such representative.
d. Paid Life Member - Has full voting privileges and may hold office and shall receive one copy of each issue of current Society publications. They shall be exempt from the payment of any further dues for membership.
e. Honorary Life Member - A member honored by the Society in recognition of dedicated and outstanding service to the Society and to the furtherance of its purposes over an extended period of time. A favorable vote of three-quarters of the voting members present at any regular Society meeting shall be required to confer Honorary Life Membership, following favorable recommendation by the Executive Board. Honorary Life members shall have all the rights and privileges of membership and shall receive one copy each of current Society publications. They shall be exempt from the payment of any further dues or fees.
f. Corporate - Open to any business which is in accord with the ideals and objectives of this Society. As privileges of membership, the business shall receive one Corporate Membership card, one copy of each Society publication for the current year, and one vote. Individuals representing the Corporate Membership may not hold office in the Society as such representative.
3. Annual dues for the various classes of membership shall be established by the Executive Board and ratified by a favorable vote of three-quarters of the voting members present at a regular Society meeting no later than the Society’s June Business meeting. Changes in the dues schedule shall become effective at the beginning of the next Society Year, provided that the changes have been announced in at least one regular Society publication prior to the effective date.
4. Annual dues shall be payable in advance on or before October 1st. Dues paid by a New Member before June 1st shall be credited as dues of the current Society Year. Dues paid by a New Member on or after June 1st shall be credited to the next Society Year. A New Member is one who has not paid Society dues for at least the preceding two years. Dues notices shall be given to each member at least one month prior to October 1st each year, either by individual mailings or by inclusion of a notice in a regular Society publication. A Final Reminder of dues payable will be sent, when necessary, after the November meeting. Those who have not remitted their dues by December 31st shall have their membership terminated. Reinstatement shall be automatic upon payment of current dues. The Treasurer shall issue Membership Cards, if so requested, to each member each year, except for LIFE members, for dues received.
1. Regular Meetings will be held on the first Sunday of each month except January and February, if practicable. When the date of a Regular Meeting conflicts with a major holiday weekend, such as Easter, the meeting normally will be held on the following Sunday. Notice of meetings shall be given in advance. At every Society meeting, including Special Events meetings (safaris, bridge paintings, etc.), Society members and any guests will sign an attendance sheet (see appendix C).
2. The regular October meeting will constitute the Annual Meeting, marking the end of the old Society Year and the beginning of a new one. At this meeting, all officers will present written annual reports that will be made available for inspection throughout the year to any interested member. The President shall also submit a written report about the Society’s accomplishments for the past Society year and present them to the Society orally or through a visual presentation. Miscellaneous reports shall be submitted as called for by the President and these reports also shall be available for inspection by all members. A Memorial service will be held for Society members who have passed away during the year.
3. Fifteen members present at a Regular Meeting of the Society shall constitute a quorum.
4. Routine meetings of the Executive Board normally will be held either just before or just after a regular Society meeting, at the call of the President; however, special meetings of the Board may be convened at the direction of the President or at the request of three Executive Board members.
5. The Annual Meeting of the Executive Board will be held in October immediately following the Annual Meeting of the Society or before the November meeting of the Society, if deemed necessary, and at the discretion of the newly elected Executive Board. Outgoing and incoming officers both should attend the meeting to facilitate an orderly transition of responsibilities.
6. Five members present at a meeting of the Executive Board shall constitute a quorum.
7. Each year The Executive Board, as elected in September, shall agree upon a date to meet to discuss the upcoming Society year (no later than January 31st of the following year). At that gathering, the Vice Presidents shall discuss and evaluate their committee chair assignments, and may reassign them, in their sole discretion, as they see fit.
1. The election of officers for the upcoming Society Year will be held at the regular meeting in September.
2. The Nominating Committee shall present its proposed slate of officer candidates for the upcoming Society Year at the two Regular Meetings preceding the Annual Meeting. Each officer position may contain more than one candidate. The Nominating Committee shall request and accept nominations for all officer positions from the floor at those two Regular meetings, as well as the Annual Meeting. The list of officer candidates shall be posted on the Society Website, and, if practicable, in the Society newsletter.
3. The Nominating Committee will formally report its slate of officer candidates for the upcoming Society Year at the September Meeting. If no nominations are made from the floor, the Recording Secretary shall cast a unanimous ballot for the new officers.
4. When there is competition for any offices, these officers shall be elected by secret ballot of the voting members present and the voting results will be counted by the Recording Secretary and a member at large and verified and announced by the President. The Recording Secretary shall cast a unanimous ballot for unopposed candidates.
ARTICLE IV: QUALIFICATIONS OF OFFICERS
1. The President of the Society shall be a resident of the Commonwealth of Pennsylvania.
2. All officers must be at least 18 years of age.
3. All officers shall be members of the Society, with dues paid for upcoming year or they may not take office effective October 1st.
ARTICLE V: DUTIES OF OFFICERS
2. Vice Presidents - The major duties of the Vice Presidents are twofold:
a. to report pertinent information at the Society’s monthly meeting on covered bridges visited; and
b. to chair a standing committee of the Society: Membership, Publicity, Auditing, or Welcoming.
In the absence or disability of the President, a Vice President shall perform the duties and functions of the office of President. The First Vice President shall be called first and, in his / her absence, the Second Vice President and so on until an officer is found to act as chairman. It also shall be the duty of these officers to promote interest in the Society, build up its membership, and, in all ways, represent the Society.
3. Recording Secretary - The Recording Secretary shall record the minutes of all regular and special meetings of the Society and of the Executive Board. He / she shall maintain the official copy of the Constitution and Bylaws, together with the approved amendments thereof, and shall perform such other duties as pertain to this office, and shall keep the various Officers' Annual Reports available for inspection by the members.
4. Corresponding Secretary / Program Director - The Corresponding Secretary / Program Director shall reply to all communications received by the Society and shall write such other letters as are necessary, except when personal response by the President or other officer is essential. The Corresponding Secretary / Program Director shall maintain a file of the correspondence of the Society. This officer also serves as Program Director, and as such is responsible for the planning of the Society's meeting programs, including arranging for presenters, securing needed equipment, and introducing the presenters at the meetings.
a. The Treasurer shall have supervision over the funds of the Society. All funds of the Society shall be turned over to the Treasurer promptly. He / she shall pay all approved bills, invoices, statements or other valid obligations of the Society. He / she shall retain in file such bills, invoices, statements and other documents, or copies thereof, and shall make records in the checkbook and account book of the Society, setting forth sufficient description of the expenditures. He / she shall keep proper books of account which shall be tendered to the Auditing Committee each January for that Committee's audit.
b. Annual membership dues of the Society shall be tendered to the Treasurer, who shall issue annual membership cards, if so requested, upon receipt of the dues. The Treasurer shall furnish an accurate list of the current membership, with complete and latest addresses, for mailing labels and membership lists.
c. The Treasurer shall render Financial and Membership Reports at each regular business meeting of the Society and an Annual Report, in writing held by the Recording Secretary, for all members to examine at the Annual Meeting covering the entire preceding Society Year (See Appendix B). He / she also shall furnish special reports to the Executive Board and / or the Auditing Committee when requested.
d. The Treasurer shall deposit all funds received, from whatever source, in the appropriate account in the Society's name in an approved bank. The Treasurer shall maintain accounts for three Society funds designated General Fund, Covered Bridge Preservation and Restoration Fund, and Country Store Fund, as specified in subparagraphs 5e, 5f, and 5g, below.
e. The General Fund shall consist of income from dues, bequests, gifts, grants and similar sources, excluding contributions made to the Covered Bridge Preservation and Restoration Fund. The General Fund shall be used for current operating expenses, publications expenses and such other purposes as directed by the Executive Board.
f. The Covered Bridge Preservation and Restoration Fund shall consist of the following: (1) contributions received in memory of one or more deceased members; (2) other contributions received especially for this fund; and (3) funds transferred to the Covered Bridge Preservation and Restoration Fund at the direction of the Executive Board. The Covered Bridge Preservation and Restoration Fund shall be administered by the Treasurer at the direction of the Executive Board. When donations are made from the fund in the name(s) of deceased member(s) of the Society, the Treasurer shall advise the recipient in whose memory the donation is being made.
g. The Country Store Fund shall consist of receipts from the sale of merchandise, and applicable taxes thereon, and deposited in an acceptable financial institution in the name of the Society. It shall be administered by the Treasurer at the direction of the Executive Board.
h. The Treasurer shall carry each of the foregoing Funds as a separate item in each Financial Report (see Appendix B).
i. The Treasurer's books, records, accounts and funds from the preceding Society fiscal year shall be audited by the Auditing Committee beginning no later than the following January, and at any other time that the Society has a change in Treasurers.
6. Historian –
a. The Historian shall keep a hard copy of all of the Society’s publications, bylaws and proclamations. The Historian will also have an electronic version of all publications. The Historian will provide an electronic version of all of our publications to the Archives 0f the Historical and Museums Commission of the Commonwealth of Pennsylvania.
b. The Historian shall assist the Editors of Society publications by providing data on covered bridges and by checking facts and dates pertaining to the material to be published, so that the material will be as accurate as possible. He / she also shall assist the Publicity Committee in compiling information on covered bridges for distribution to the general public in the form of pamphlets, brochures, or press releases.
7. Editors - The Editors of Society publications shall be appointed by the President, with approval of the Executive Board, and shall serve as ex officio members of the Executive Board, without vote. The Editor of the Society magazine and the Editor of the Society newsletter may each appoint a staff, subject to the approval of the Executive Board, to assist in accumulating information, editing and publication. It shall be the duty of each Editor to ensure that the facts and dates to be published are accurate.
1. The Society shall have the following Committees:
a. Auditing Committee - Shall be responsible for auditing the accounts and records of the Treasurer and of the Country Store for the Society Year which began October 1 of the preceding year, and shall make an audit report at or before the May meeting.
b. The Country Store Committee - There shall be a year-round, fundraising project, the Country Store, at which covered bridge materials may be sold for the benefit of the Society only. He / she also shall have charge of items of covered bridge lore purchased by the Society or received as gifts, such as books, magazines, slides and postcards, for resale by the Country Store.
(1) The President shall appoint a Storekeeper, with the approval of the Executive Board, to have charge of items and sales and be responsible for the presence of the Store at regular and special meetings. At the Storekeeper's discretion, the Country Store Committee may be a committee of one, namely, him or herself.
(3) Cash on hand in excess of the amount required for operation of the Store shall be turned in to the Treasurer at the next regular meeting of the Society. The Treasurer shall keep a separate record in his account book of receipts from the Country Store. Pennsylvania State sales taxes on items sold from the Store normally shall be paid from the receipts of the Store. The Storekeeper shall keep records of purchases and sales and shall submit a report to the Society at the Annual Meeting and at such other times that the President directs.
(4) The Storekeeper shall be bonded in the amount of $2,500, the Society paying the premium.
(5): The Country Store Keeper will be reimbursed for expenses incurred while raising funds for the Society at Festivals/Shows relative to hotel stays, vehicle rental, fuel and toll costs (Appendix D). The Executive Board will annually review the reimbursement amount allowed relative to hotel rooms. Fuel reimbursement will be determined by the actual mileage and the amount allowed per mile under IRS guidelines at the time of the reimbursement request. Tolls and vehicle rental are reimbursements by actual amounts spent. A reimbursement form along with all receipts will be submitted by the Country Store Keeper and signed by the President or 1st Vice President of the Society. The Country Store Keeper will use proper discretion when requesting reimbursement.
c. Membership Committee - Responsible for promoting membership at all times, conducting drives, and contacting delinquent members.
d. Publicity Committee -
(1) Responsible for coordinating the activities of the Society in disseminating information on covered bridges to the general public, and in promoting interest in covered bridge preservation.
(2) With the assistance of the Historian, the Committee shall compile covered bridge information for distribution in the form of pamphlets and brochures, setting forth covered bridge data, statistics and other information. The Committee shall prepare articles on covered bridges for release to local, regional, and statewide newspapers and magazines. The Committee also shall prepare material suitable for use on radio and television local interest programs, and shall advise producers of such programs of its availability.
(3) Responsible for coordinating the Society's activities celebrating the annual "See Pennsylvania's Covered Bridges Week," including providing the Governor's Office with current covered bridge information for use in the Governor's "See Pennsylvania's Covered Bridges Week" proclamation.
2. Each Vice President shall chair one of the Standing Committees: Auditing, Membership, Publicity, and Welcoming; and the Vice Presidents shall determine among themselves and in their sole discretion the chair assignments at the annual Executive Board planning meeting. The President, in consultation with the various Committee chairs, shall appoint members of the Committees.
3. The President may appoint other committees as needed, or as directed by the Executive Board.
4. Each Committee chair shall report at regular Society meetings on the work and progress of his or her Committee, and shall submit a written report at the Annual Meeting.
1. Officers, Committee chairs, and publication Editors are authorized, with prior approval from the Executive Board, to make expenditures and to approve payments for bills, invoices, and other valid obligations relating to the specific Society activities under their jurisdiction. No officer or member of the Society may obligate the expenditure of Society funds except by prior authorization of the Executive Board. In exceptional cases, the Board may, at its discretion, approve an obligation made without its prior authorization.
2. All Society checks normally shall be signed by the Treasurer and countersigned by the President. In the absence or disability of the Treasurer or the President, but not both, the First Vice President is authorized to sign or countersign the checks of the Society.
3. The President, First Vice President, and Treasurer shall be bonded in the amount of $15,000, the premiums being paid by the Society.
4. Every donation by the Society to the restoration or maintenance of a covered bridge shall first be approved by the Executive Board, and then submitted to the members for their approval.
1. The following shall be the order of business at each meeting of The Theodore Burr Covered Bridge Society of Pennsylvania, Inc., as applicable:
a. Call to order, Pledge of Allegiance
f. Reports of Officers
g. Reports of Committees
h. Reports on illness or death of members
i. Old Business
ARTICLE IX: FORMS AND FORMATS
1. Forms and formats used by this Society, its Officers, Chairs, Committees, etc. in the performance of objectives of the Society may be subject to approval of the Executive Board. After such approval, a form or format shall not be altered or changed without prior approval of the revisions by the Executive Board. All approved forms and formats shall be made an Appendix to these Bylaws.
ARTICLE X: OFFICIAL BIRD
1. The Official Bird of the Society is the Phoebe, because of its preference for covered wooden bridges as nesting and feeding places.
ARTICLE XI: PUBLICATIONS
1. Society publications shall contain this notice: "The material herein shall not be reproduced without prior written permission from the Society."
1. The proceedings of the Society shall be conducted in accordance with the current revised edition of Robert's Rules of Order, except when provided otherwise in the Constitution and Bylaws of the Society.
1. Proposed amendments to these Bylaws shall be submitted to the Executive Board in writing, signed by not less than ten voting members. Executive Board members may submit proposed amendments, signed by not less than ten voting members, but only one Executive Board member, (the one presenting the proposal,) can be one of the ten signers. The Board shall then approve or disapprove the proposed amendments. The President shall then submit the proposed amendments to the members at the next regular meeting of the Society, under New Business. The Recording Secretary shall read the proposed amendments together with the Board's approval or disapproval. If the Executive Board has approved the proposed amendments, then a majority vote of the voting members present, including Executive Board members, shall be sufficient to adopt the proposed amendments. If the Board has disapproved the proposed amendments, then a two-thirds vote of the voting members present, including Executive Board members, shall be necessary for the adoption of the proposed amendments.
APPENDIX B, C, and D. (There is no Appendix A.)
APPENDIX B: SAMPLE TREASURER'S REPORT
BALANCE ON HAND: October 1, 20XX
PRESERVATION & RESTORATION FUND
BALANCE ON HAND: October 1, 20XX
BALANCE ON HAND: September 30, 20XY
BALANCE ON HAND: October 1, 20XX
BALANCE ON HAND: October 1, 20XX $24,616.16
BALANCE ON HAND: September 30, 20XY $32,178.81
Note: All funds are invested in the XYZ National Bank of Pennsylvania.
TOTAL MEMBERSHIP: October 1, 20XX 481
Submitted by _________________________, Treasurer, October 1, 20XY
The Theodore Burr Covered Bridge Society of Pennsylvania, Inc.
As a participant in this event of The Theodore Burr Covered Bridge Society of Pennsylvania, Inc. ("TBCBSP"),
I am fully aware that I could become injured or ill as a result of this event, or I could be injured by an accident
not related to this event. Therefore, I will not hold TBCBSP, including its directors and officers, nor any host sites,
responsible for any injuries or illnesses that occur while I am participating in this event.
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Appendix C Theodore Burr Covered Bridge Society of Pennsylvania, Inc. Bylaws
TBCBSP Country Store Keeper Travel Reimbursement Form
Event Location ___________________________________________________________________
Event Date(s) ___________________________________________________________________
HOTEL # of nights _____X total cost ($______ max) per night __________= _______________
MILEAGE # of miles round-trip _______________ X IRS rate __$0.14__= _______________
TOLLS actual cost incurred ________ + ________ + ________ + ________ = _______________
RENTAL VEHICLE # of days _______ X total cost per day _____________ = _______________
TOTAL REIMBURSEMENT REQUESTED = _______________
Please attach all receipts and supporting documents.
See TBCBSP Country Store Keeper Travel Reimbursement Policy for details.
Submitted by (print name) ___________________________________________________________
Signature _______________________________________________ Date ___________________
Approved by ____________________________________________ Date ___________________
(President or 1st Vice President)
Date Paid _____________
Check # ______________
Memo: The amount allowed for Hotel Reimbursement is reviewed annually. The current rate is $80 per night.
The amount allowed for fuel reimbursement is determined by the IRS charity rate at the time of the reimbursement request ($.14 since 1998).
Appendix D Theodore Burr Covered Bridge Society of Pennsylvania, Inc. Bylaws