Bylaws of The Pittsburgh’s Old Stone Tavern Friends Trust
A Pennsylvania Nonprofit Public Benefit Corporation
Allegheny County, Pennsylvania
ARTICLE I – NAME
The name of this corporation is Pittsburgh’s Old Stone Tavern Friends Trust, Inc.
ARTICLE II – OFFICES
The principal office for the transaction of the activities and affairs of the corporation (principal office) is located at 1024 Valonia St, Pittsburgh, PA 15220-5744. The Board of Directors may change the principal office from one location to another, or add additional offices as the Board deems necessary. Any change of location of the principal office shall be noted by the Secretary on these bylaws opposite this Section, or this Section may be amended to state the new location.
ARTICLE III – PURPOSES AND LIMITATIONS
Section 1. GENERAL PURPOSES. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. Its mission is to secure Pittsburgh’s Old Stone Tavern and its property, provide for its long term preservation, and educate the public regarding its significance in United States History.
Section 2. LIMITATIONS. This corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any activities not permitted for a Section 501(c)(3) corporation as defined in the Unites States Internal Revenue Code of 1954, or any future updates to that code.
No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.
No part of the net earnings of this corporation shall inure to the benefit of any of its Directors, trustees, officers, private shareholders or Members, or to individuals.
On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to such organizations operated exclusively for United States History educational purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or any future updates to that code.
ARTICLE IV – MEMBERS
Membership shall be open to all individuals interested in promoting the purpose of the Pittsburgh’s Old Stone Tavern Friends Trust. Member’s dues will be collected on a calendar year annual basis in an amount to be set by the Board, but not to exceed $20.00. To be a Member you must pay dues.
ARTICLE V – BOARD OF DIRECTORS
Section 1. GENERAL CORPORATE POWERS. Subject to the provisions and limitations of the Commonwealth of Pennsylvania Nonprofit Corporation Law of 1988, as amended, and any other applicable laws, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors, known also as the “Board” or “Directors”.
Section 2. SPECIFIC POWERS. Without prejudice to the general powers set forth in Section 1 of this Article, but subject to the same limitations, the Directors shall have the power to:
- Appoint and remove, at the discretion of the Board, all the corporation’s officers, agents, and employees; prescribe powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix any compensation and require from them affirmation for faithful performance of their duties.
- Change the principal office or the principal business office in Pennsylvania from one location to another; and cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside Pennsylvania.
Section 3. AUTHORIZED NUMBER AND QUALIFICATIONS. The Board shall consist of at least 3 but no more than 15 Directors unless changed by amendment to these bylaws. The exact number of Directors shall be fixed, within those limits, by a resolution adopted by the Board. Decrease in the exact number of Directors will be implemented only through attrition. Directors, except employees who are serving on the Board, who have served six consecutive years on the Board will not be eligible for election to the Board until one year has passed from the last day of their term.
Section 4. RESTRICTION ON INTERESTED PERSONS AS DIRECTORS. No more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Section 5. ELECTION, DESIGNATION, AND TERM OF DIRECTORS.
(a) Commencing with the term starting April 1, 2014, each Director shall be designated by a resolution of the Board as serving either an initial two-year term or a one-year term, with each term followed by a two-year term. Future additional Director positions will start with a two-year term from the previous April 1 of the initial year.
Members shall make nominations for the Board from all Members at a regular nomination meeting held no less than a week, and no more than a month, before the regular election meeting. Neither nominators nor nominees must be present at either of these meetings.
The Board must schedule the regular and election meetings so that elections are held as close as possible to availability of position(s), but in any event the regular nomination meeting must be scheduled no later than 60 days after position(s) are available. If the Board does not keep to the required nomination and election meeting requirements, three or more Members are authorized to hold these meetings when the required times expire.
Members vote to fill all available Board positions.
(b) Directors will continue to fill their role beyond the end of term until a replacement is elected. In the event of an expired Director’s term not being filled for one hundred and eighty (180) calendar days, they are automatically removed from the Board.
(c) Directors may be removed from the Board by a vote of two thirds of either the Board, or a quorum of the Board at two meetings with the second being the next meeting at least forty five (45) days after the first. Directors may be removed from the Board for cause as defined in a resolution of the Board by a vote of two thirds of a quorum of the Board.
Section 6. EVENTS CAUSING VACANCY. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death of any Director, (b) the increase of the authorized number of Directors, or (c) a removal or resignation as provided in this Article.
Section 7. RESIGNATIONS. Except as provided below, any Director may resign by giving written notice to the Chairman of the Board, if any, or to the President or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Director’s resignation is effective at a later time, the Members may elect a successor to take office when the resignation becomes effective.
Section 8. FILLING VACANCIES. Vacancies on the Board are to be filled through Member elections as provided in this Article.
Section 9. NO VACANCY ON REDUCTION OF NUMBER OF DIRECTORS. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.
Section 10. PLACE OF DIRECTORS’ MEETINGS. Meetings of the Board shall be held in Allegheny County, Pennsylvania. The meeting place and time shall be designated by resolution of the Board and put in the notice of the meeting or, if not so designated, posted at the principal office of the corporation.
Section 11. DIRECTORS’ MEETINGS BY TELEPHONE OR OTHER ELECTRONIC MEANS OF COMMUNICATION. Any meeting may be held by conference telephone or by other electronic means of communication, as long as all Directors participating in the meeting can hear one another or read what each other is saying. All such Directors shall be deemed to be present in person at such a meeting.
Section 12. DIRECTORS’ MEETING. The Board shall hold meetings for purposes of organization, election of officers, and the transaction of other business. The frequency of these meetings is at the Board’s discretion, but should not normally be more frequent then weekly, and never be less frequent than quarterly. All Directors’ meetings are open to the public, with Member comments allowed as the first agenda item. Directors are allowed to temporarily adjourn for private discussion during meetings for sensitive legal or conflict of interest issues and are encouraged to report back to the membership about the topic. The Chairman must provide Members three minutes each if they have requested time at least 12 hours in advance, and then allot one minute each to Members signing up prior to the meeting, and finally give lowest priority to Members raising their hand. The Chairman may limit advance requests to 10 per meeting and total comments to 30 per meeting to move on to business.
Section 13. MEMBERSHIP MEETINGS. At least twice a year the Board must hold meetings to recognize and inform Members. Notice of these meetings must be communicated at least two weeks in advance using the membership contact list. Membership meetings with nomination and election of the Board must list those agenda items first in the notice. The Chairman must provide Members five minutes each if they have requested time at least 12 hours in advance, and then allot three minutes each to Members signing up prior to the meeting, and finally give lowest priority to Members raising their hand. Advance requests may specify at what point in the agenda meeting they wish to be recognized, with others recognized when the chairman chooses. The Chairman may limit advance requests to 20 per meeting, and total comments to 40 per meeting, to move on to business.
Section 14. AUTHORITY TO CALL SPECIAL MEETINGS. Special Director meetings for any purpose may be called at any time by the Chairman of the Board, the President or any Vice President, or the Secretary or any two Directors.
Section 15. MANNER OF GIVING NOTICE OF SPECIAL MEETINGS. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; or (d) by confirmed electronic mail. All such notices shall be given or sent to the Director’s address, telephone number, or electronic mail address as shown on the records of the corporation.
Section 16. TIME REQUIREMENTS FOR NOTICES OF SPECIAL MEETINGS. Notices of special meetings sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, telegraph or electronic mail shall be delivered, telephoned, given to the telegraph company, or transmitted by electronic mail at least 48 hours before the time set for the meeting.
Section 17. CONTENTS OF NOTICES OF SPECIAL MEETINGS. The notice of a special meeting shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.
Section 18. QUORUM AND MAJORITY VOTE FOR DIRECTORS’ MEETINGS. One fourth the number of Directors, rounded up, will constitute a “quorum”, which is enough Directors for the transaction of business. Every action taken or decision made by a majority of the Directors present at a properly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the Commonwealth of Pennsylvania Nonprofit Corporation Law, and these provisions: (a) approval of contracts or transactions between the corporation and one or more Directors or between the corporation and any entity in which a Director has a material financial interest, (b) creation of and appointments to committees of the Board, and (c) indemnification of Directors. The sole exception is that only one Director is required to adjourn. In the event of a voting tie, the President’s vote will determine the outcome.
Section 19. WAIVER OF NOTICE OF DIRECTORS’ MEETING. Notice of a meeting need not be given to any Director who signs a waiver of notice or gives written consent to the holding of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
Section 20. ACTION WITHOUT A DIRECTORS’ MEETING. Any action that the Board is required or permitted to take may be taken without a meeting if all Directors consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.
Section 21. REIMBURSEMENT OF DIRECTORS. Directors may receive reimbursement of documented expenses, as may be determined by Board resolution to be just and reasonable as to the corporation at the time the resolution is adopted.
Section 22. COMMITTEES OF THE BOARD. The Board, by resolution adopted by a majority, may create one or more committees, each consisting of Director(s) who will be the voting participants of the committee. The committee may have other participant(s) on it who are not Directors; such committee participants shall be either be (i) “advisory participants” who shall not have any voting rights on the committee or (ii) “voting participants” in which case the actions of the committee shall be advisory and need to be approved by the Board to be effective. Any such committee shall limit its activities to the accomplishment of the tasks for which it was appointed and shall have no power to act except as specifically conferred by action of the Board. Upon completion of the tasks for which created, a committee shall be discharged. Appointments to committees of the Board shall be by majority vote of the Directors present at a meeting.
ARTICLE VI – HONORARY BOARD
An Honorary Board will be appointed by the Board of Directors. The Honorary Board will be made up of interested parties who will further the mission of the corporation. They will not serve on the Board of Directors, but will be encouraged to offer advice and support.
ARTICLE VII – OFFICERS
Section 1. CORPORATE OFFICERS. The Corporate Officers shall be a President, a Secretary, and a Treasurer. Corporate Officers meetings will be scheduled by their own determination. The corporation may also have, at the Board’s discretion, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with Section 3 of this Article. Any number of offices may be held by the same person.
Section 2. ELECTION OF OFFICERS. The Corporate Officers, except those appointed under Section 3 of this Article, shall be chosen annually by the Board and shall serve at the discretion of the Board, subject to the rights, if any, of any officer under any contract of employment.
Section 3. OTHER OFFICERS. The Board may appoint and may authorize the Chairman of the Board, the President, or other officer to appoint any other officers that the corporation may require. Each officer so appointed shall have the title, have the authority, and perform the duties specified in the bylaws or determined by the Board.
Section 4. REMOVAL OF OFFICERS. Without prejudice to any rights of an officer under any contract of employment, an officer may be removed with or without cause by the Board, and also, if the Board did not choose the officer, by any officer on whom the Board may confer that power of removal. Corporate Officers who do not attend two consecutive officer’s meetings without being excused for good cause must be considered for removal by the Board.
Section 5. RESIGNATION OF OFFICERS. Any officer may resign at any time by giving written notice to the corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Section 6. VACANCIES IN OFFICE. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.
Section 7. RESPONSIBILITIES OF THE CHAIRMAN OF THE BOARD. If a Chairman of the Board is elected, he or she shall preside at Board meetings and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairman of the Board shall also be the President and shall have the powers and duties prescribed by these bylaws for the President of the corporation.
Section 8. RESPONSIBILITIES OF THE PRESIDENT. Subject to such supervisory powers as the Board may give to the Chairman of the Board, if any, and subject to the control of the Board, the President shall be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers. In the absence of the Chairman of the Board, or if there is none, the President shall preside at all Board meetings. The President shall have such other powers and duties as the Board or bylaws may prescribe.
Section 9. RESPONSIBILITIES OF VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a Vice President designated by the Board, shall perform all duties of the President. When so acting, a Vice President shall have all powers of and be subject to all restrictions on the President. The Vice Presidents shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.
Section 10. RESPONSIBILITIES OF THE SECRETARY; BOOK OF MINUTES. The Secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and of committees of the Board. The minutes of meetings shall include the time and place of holding, whether the meeting was annual, regular, or special and, if special, how authorized, the notice given, and the names of those present at Board and committee meetings. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a copy of the articles of incorporation and bylaws, as amended to date.
Section 11. RESPONSIBILITIES OF THE SECRETARY; NOTICES, SEAL, AND OTHER DUTIES. The Secretary shall give, or cause to be given, notice of all meetings of Members, of the Board, and of committees of the Board required by these bylaws to be given. The Secretary shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.
Section 12. RESPONSIBILITIES OF THE TREASURER; BOOKS OF ACCOUNT. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The Treasurer shall send or cause to be given to the Directors such financial statements and reports as are required by law, by these bylaws, or by the Board to be given. The Treasurer is required at each Directors’ meeting to report changes in financial accounts since the last meeting. The books of account shall be open to inspection by any Director at all reasonable times. All monies received shall be deposited in the bank account in the official name of Pittsburgh’s Old Stone Tavern Friends Trust, Inc. All checks will require two signatures: the Treasurer and the President or another signatory appointed by the Board in the event that one of the above is unable to sign a check when needed.
Section 13. RESPONSIBILITIES OF THE TEASURER’S OFFICE; DEPOSIT AND DISBURSEMENT OF MONEY AND VALUABLES. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate, shall disburse the corporation’s funds as the Board may order, shall render to the President, Chairman of the Board, if any, and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.
Section 14. PROJECT MANAGEMENT COMMITTEES. In addition to the Corporate Officers, the Board may, by resolution, establish one or more Project Management Committees consisting of at least one officer of the corporation, who shall be designated Chairman of such committee, and may include one or more other individuals as the Board or the Chairman of the committee deems appropriate. Unless elected or appointed as an officer in accordance with Section 7.3 of these bylaws, no one in a Project Management Committee shall be deemed an officer of the corporation. All Project Management Committees shall be advisory in nature.
Each Project Management Committee shall be responsible for the active management of one or more projects identified by resolution of the Board which may include, without limitation, activities furthering the purposes of the corporation as defined in Section 3.2 of these bylaws. Subject to the direction of the Board, the Chairman of each Project Management Committee shall be primarily responsible for project(s) managed by such committee, and he or she shall establish rules and procedures for the day to day management of project(s) for which the committee is responsible.
The Board of the corporation may, by resolution, terminate a Project Management Committee at any time.
ARTICLE VIII INDEMNIFICATION
Section 1. RIGHT OF INDEMNITY. To the fullest extent permitted by law, this corporation shall indemnify its Directors, officers, and employees, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any action by or in the right of the corporation.
Section 2. APPROVAL OF INDEMNITY. On written request to the Board by any person seeking indemnification, the Board shall promptly determine whether the applicable standard of conduct has been met and, if so, the Board shall authorize indemnification.
Section 3. ADVANCEMENT OF EXPENSES. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification shall be advanced by the corporation on condition that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
ARTICLE IX INSURANCE
The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising out of the officer’s, Director’s, employee’s, or agent’s status as such.
ARTICLE X RECORDS AND REPORTS
Section 1. MAINTENANCE OF CORPORATE RECORDS. The corporation shall keep: (1) adequate and correct books and records of account; and (2) written minutes of the proceedings of its Board and committees of the Board.
Section 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS. The corporation shall keep at its principal office, the original or a copy of the articles of incorporation and bylaws, as amended to date, which shall be publically posted and will be available at the office in printed format for inspection.
Section 3. INSPECTION BY DIRECTORS. Everyone shall have the absolute right at any reasonable time to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The right of inspection includes the right to copy and make extracts of documents.
Section 4. ANNUAL REPORT.
- An annual report shall be prepared within 120 days after the end of the corporation’s accounting year. That report shall contain a balance sheet as of the end of the accounting year, and an income statement accompanied by any audit(s), or, if there are no such audit(s) then by the certificate of an authorized officer of the corporation that the report was prepared without audit from the books and records of the corporation.
- This Section shall not apply if the corporation receives less than $5,000 in gross revenues or receipts during the accounting year.
Section 5. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS. As part of the annual report, or as a separate document if no annual report is issued, the corporation shall annually prepare and furnish to each Director a statement of any transaction or indemnification of the following kind within 120 days after the end of the corporation’s accounting year:
- Any transaction (i) in which the corporation, its parent, or its subsidiary was a party, (ii) in which an “interested person” had a direct or indirect material financial interest, and (iii) which involved more than $10,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $10,000. For this purpose, an “interested person” is any Director or officer of the corporation, its parent, or subsidiary (but mere common Directorship shall not be considered such an interest.)
- A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $1,000 paid during the accounting year to any officer or Director of the corporation under Article VIII of these bylaws.
ARTICLE XI CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Pennsylvania Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
ARTICLE XII AMENDMENTS
Section 1. LIMITATION ON AMENDMENT BY BOARD. Subject to the limitations set forth below, the Board may adopt, amend, or repeal bylaws. The Board may not extend the term of a Director beyond that for which the Director was elected.
Section 2. HIGH VOTE REQUIREMENT. If any provision of these bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.
CERTIFICATE OF SECRETARY
I certify that I, Norene Beatty, am the duly elected and acting Secretary of the Pittsburgh’s Old Stone Tavern Friends Trust, Inc., a Pennsylvania nonprofit public benefit corporation, that the above bylaws, consisting of 11 pages, are the bylaws of this corporation as adopted by the Board on [Month Day], 2014, and that they have not been amended or modified since that date.
Executed on April 30, 2014 at Pittsburgh, Pennsylvania
Signed: Secretary Norene Beatty