By Laws of FORKS OF THE DELAWARE HISTORICAL ARMS SOCIETY, INC. (formerly Forks of the Delaware Weapons Society, Inc.)
A non-profit corporation
(Revised April 2014)
ARTICLE I – NAME
The name of the corporation shall be FORKS OF THE DELAWARE HISTORICAL ARMS SOCIETY, INC. and is sometimes referred to by these Bylaws as the Society.
ARTICLE II – OBJECTIVES
The objectives for which the Society is formed are those set forth in this Certificate of Incorporation, as from time to time amended. In addition, the objectives for which the Society is formed also include:
- To gather together persons desiring to promote and encourage the study of arms, antique and modern, and all accessories thereto, their histories and developments.
- To bring about public appreciation and respect for arms and collectors of arms and to disseminate a working knowledge upon the part of all users of arms.
- To hold regular meetings and exhibitions where persons may lawfully display, exchange, sell or buy collector’s item.
- To promote good fellowship among the members and their guests.
- To promote and defend the right to own firearms. To make members, as well as non-members, aware of the historical and educational concept of arms collecting.
The Society is not formed for pecuniary or financial gain, and no part of the assets, income or profit of the Corporation is distributable to, or inures to the benefit of its directors, officers or members except to the extent permitted under the provisions of the Nonprofit Corporation Law of Pennsylvania 15 Pa. C.S.A. 7001, et seq.
ARTICLE III – BASIC POLICIES
The following are basic policies of the Society:
- The Society shall be noncommercial and nonsectarian.
- The name of the Society or the names of any members in their official capacities shall not be used in connection with any commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objectives of the Society.
- The Society shall cooperate with other organizations to support the advancement of the objectives and purposes of the Society.
ARTICLE IV – MEMBERSHIP
Section 1. Membership in the Society shall be open to any individual, sixteen (16) years or older, who subscribes to the objectives and basic policies of the Society and complies with spirit and provisions of the Society by laws, who is genuinely interested in arms as a hobby, who has never been convicted of a crime of violence and who is not a member of any organization having as its aim the overthrown by force or violence of the government of the United States.
Section 2. Membership in the Society shall be available without regard to race, color, creed or national origin.
Section 3. All applicants for membership may become members after making application to the Secretary of the Society or a form prescribed by the board. The application must be endorsed with the approval of at least one member of the society in good standing.
Section 4. Membership shall be conditioned upon payment of annual membership dues in an amount as determined by the Board from time to time. Members dropped from the Society due to nonpayment of dues may only be reinstated by reapplication for membership. Membership shall be based upon a calendar year. The deadline for payment of membership dues shall be January 31 of each year unless extended by the Board for cause shown.
Section 5. All members in good standing shall be issued a Certificate of Membership evidencing their membership in the Society. The Board shall have the power to revoke any such Certificate of Membership in accordance with the provisions of Section 6 hereof and such other provisions of these Bylaws as may be applicable.
Section 6. The Board shall have the power, upon the affirmative vote of the majority of the Board members present at any regular or specially called meeting of the Board, to cancel and revoke the membership and membership privileges of any member of the Society for any of the reasons hereinafter enumerated;
The following shall be grounds for the cancellation and revocation membership and membership privileges:
- Nonpayment of membership dues.
- Nonpayment of any fines, costs or similar such charges imposed by the Society upon any member.
- Conduct in violation of or contrary to the Objectives and/or Basic Policies of The Society.
- Failure to abide by the Rules and/or Regulations governing membership Meetings, shows or other similar Society functions.
- Conduct in violation of or contrary to the Bylaws of the Society.
- Conduct, which constitutes illegal or unlawful activities under the laws of any government unit.
- Conduct which the Board determines to be detrimental to the best interests of the Society and its membership.
Section 7. Each member shall have one vote at any meeting of members. Only members in good standing of the Society shall be eligible to participate in Society business, vote, or serve in any of the Society’s elective or appointive positions.
Section 8. Life Membership Ten percent of the overall membership of the club shall be eligible on a first come basis for a one-time payment of a life membership. The cost of a said membership shall be determined from time to time by the board. Members of the Society will be notified and be afforded the opportunity of life membership based on seniority as attrition reduces the current ten percent of the whole.
ARTICLE V – BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the officers of the Society, the Business Manager and six (6) elected Directors. The members of the Board of Directors shall serve until the election and qualification of their successors.
Section 2. Two Directors shall be elected each year for a 3 year term as the top two senior terms expire. Nominations at the September monthly meeting and election in November.
Section 3. The duties of the Board of Directors shall be (a) to transact the necessary business of the Society during the intervals between meetings of the Society and such other business as may be referred to by the Board by the Society: (b) to create Standing Committees as well as non-voting Assistants to the Sergeant at Arms as necessary to conduct the business of the Society and fulfill the Objectives and Basic Policies of the Society: (c) to approve the plans of work of the Standing Committees: (d) to present reports at the regular membership of the Society: (e) to approve routine bills within the limits of the Society’s budget.
Section 4. Only society members in good standing shall be qualified to hold or be eligible for elective office.
Section 5. No Society business shall be transacted except by the affirmative vote of a quorum of the Board of Directors. A quorum shall consist of six (6) or more Board members.
Section 6. Regular meeting of the board of directors shall be held at least quarterly during the calendar year, the time and place to be fixed by the Board from time to time. Special meetings of the board of Directors may be called by the Society President or Business Manager, together with a majority of the members of the Board.
Section 7. The elected Directors of the Society shall be elected at a regular membership meeting not more than six (6) months no less than one(1) month prior to the expiration of any Director’s term of office. Each society member in good standing shall be entitled to one (1) vote for each Director to be elected and the candidate receiving the majority of the votes cast shall be declared elected.
Section 8. Only candidates nominated by the Society membership shall be eligible to be elected as a Director.
ARTICLE VI – BUSINESS MANAGER
Section 1. The Business Manager shall be appointed annually at the first regular meeting of the Board of Directors in each calendar year. The appointment shall be by majority of vote of the full membership of the Board. The term of the Business Manager shall be for such period as determined by the Board as necessary to properly carry out the purposes and operations of the Society and its membership. The Business Manager shall be entitled to (1) vote as a member of the Board and shall be compensated for his service in such manner and amount, if any, as determined by the Board from time to time.
Section 2. The Business Manager shall have custody of all funds of the Society and shall deposit same in a bank approved by the Board of Directors; shall keep a full and accurate account of all receipts and expenditures; and shall make disbursements in accordance with the approved budget as authorized by the Society, Board of Directors, or a special committee thereof. The Business Manager shall be responsible for the collection of all fees and dues owed by the Society and shall render a report of all Society funds at each regular or annual meeting and at each regular meeting of the Board of Directors. The Business Manager shall submit an annual accounting of the financial records of the Society at the end of the Society Fiscal year, December 31, to the Board of annual audit. The Business Manager shall also have overall responsibility for scheduling, organizing, and conducting the Society’s membership meetings and shows. The Business Manager will maintain separate checking accounts, records and reports regarding the membership meetings and shows of the Society. The Business Manager shall report directly to the Board of Directors and shall work with the Sergeant at Arms to carry out and enforce these Bylaws and Rules and Regulations of the Society as they apply to membership meetings and shows.
ARTICLE VII – OFFICERS
Section 1. The officers of the Society shall be President, Vice President, Secretary-Treasurer, and Sergeant at Arms.
Section 2. Officers shall be elected by ballot every four years with nominations in September and election in November. The election shall be by the majority of the vote of the Society membership. If there is but one (1) nominee for any office, it shall be in order to move that the Secretary-Treasurer of the Society cast the elective ballot on behalf of the Society of the election of the sole nominee.
Section 3. Officers shall assume their official duties at the commencement of the first membership meeting of the calendar year and shall serve for a term of four (4) years and until the election and qualification of their successors.
Section 4. Elected officers, directors, or business manager shall not sit on the board of, or promote, any other firearms show.
ARTICLE VIII – DUTIES OF OFFICERS
Section 1. President. The President shall be the Chief Executive of the Society and shall preside at all meetings of the Society and of the Board of Directors at which he may be present. The President shall further perform such other duties as may be prescribed in these Bylaws or assigned to him by the Society or by the Board of Directors and shall coordinate the work of the Officers and Committees of the Society in order that the Objectives and Basic Policies of the Society may be promoted. The President shall appoint such standing and special committees as he deems necessary. The President shall be an ex-officio member of all committees.
Section 2. Vice-President. The Vice-President shall act as aide to President and shall perform the duties of President in the absence or disability of that officer to act. The Vice-President shall also perform any duties as directed by the President or the Board of Directors.
Section 3. Secretary-Treasurer. The Secretary-Treasurer shall record the minutes of all meetings of the Society and the Board of Directors and shall perform such other duties as may be delegated to that officer. The Secretary-Treasurer shall further conduct all correspondence of the Society; send out notices of all Society meetings; keep custody of the books and official papers of the Society, other than the financial records; receive all applications for membership and dues therewith submitted and shall remit said dues to the Business Manager after making a proper receipt thereof. The Secretary-Treasurer shall further be responsible for the publishing of the Society newsletter.
Section 4. Sergeant at Arms. The Sergeant at Arms shall be responsible for the policing of all tables at the monthly Society meetings and yearly Society shows. The Sergeant at Arms shall have full responsibility for enforcement of the Bylaws of the Society and such Rules and Regulations as may be approved by the Board of Directors from time to time. The Sergeant at Arms will work directly with the Business Manager.
Section 5. All Officers. All officers shall perform the duties prescribed in Parliamentary procedure in addition to those outlined in these Bylaws and those as may be assigned from time to time by the Board of Directors. All officers shall at the conclusion of the term in office, deliver to their successors all official material not later than thirty (30) days following the election of their successors.
ARTICLE IX – NOMINATING SYSTEM
Section 1. Nomination for Board positions will take place at the September meeting where at that time any member in good standing may be nominated from the floor.
Section 2. Voting shall take place in November by ballot and each Society member in good standing for a period of not less than one calendar year prior to the day of election shall be entitled to cast one vote. In the event of a tie for any office to be filled, a runoff election between only the tied candidates shall be held as soon as thereafter practicable.
ARTICLE X – PERSONAL LIABILITY OF DIRECTORS
Pursuant to the provisions of Section 8364(a) of Act 145 of 1986, known as the “Directors’ Liability Act” no director shall be personally liable for monetary damages for any action for failure to act on behalf of the corporation unless:
- the director has breached or failed to perform the duties of his or her office in good faith and justifiable reliance; and
- the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
ARTICLE XI – VACANCY OF OFFICE
Any vacancy occurring in any elected office shall be filled for the unexpired term by a person elected by a majority vote of the members of the Board of Directors.
ARTICLE XII – MEETINGS
Section 1. Regular membership meetings shall be held on the third Sunday of each month or at such times and places as the Board of Directors may from time to time select. No fee shall be charged to Society members for attendance at the regular monthly meetings. Guests must be accompanied by a member in good standing and said guest will be requested to make a donation to the Society as may be directed from time to time by the Board of Directors. No guest may occupy any tables. All members and guests shall visibly display at all times a membership identification badget or guest pass in a form specified by the Board of Directors.
Section 2. Special membership meetings may be called by the Board of Directors upon five (5) days notice to the Society membership.
Section 3. A quorum of the Society members shall be necessary for the transaction of Society business at any regular membership meeting. A quorum shall consist of not less than 51% of the Society members present and in good standing.
Section 4. All meetings will be subject to these Bylaws and such Rules and Regulations as may be imposed from time to time by the Board of Directors or the Show Chairman.
ARTICLE XIII – SHOWS
Section 1. The Society shall conduct such shows open to the public as may be directed by the Board of Directors. The Business Manager shall have the responsibility for scheduling and conducting all shows.
Section 2. All Society shows shall be conducted in accordance with these Bylaws and Basic Policies, together with such Rules and Regulations as may be directed by the Board of Directors and/or the Business Manager from time to time.
Section 3. A donation in an amount as approved by the Board of Directors shall be requested of all non-members who attend the Society shows.
ARTICLE XIV – STANDING AND SPECIAL COMMITTEES
Section 1. The Board of Directors may create such standing committee and special committees as the Board may deem necessary to promote the Objectives and Basic Policies of the Society. Each such committee shall select a chairman. The chairman of each such committee shall present a plan or report for the committee’s work to the Board of Directors for approval. No committee work shall be unertaken without the consent of the Board of Directors.