By-Laws

2025 Proposed By-Laws

THE BY-LAWS OF THE HUNTINGDON COUNTY HISTORICAL SOCIETY

A 501(c)(3) Corporation

The mission of the Huntingdon County Historical Society is to collect, preserve, and interpret records, documents, and objects pertaining to the County’s history and to encourage knowledge of that history through a research library open to the public, the presentation of programs and exhibits, and the publication, both in print and electronically, of material that promotes greater understanding of Huntingdon County history.

ARTICLE I — MEMBERSHIP

SECTION 1: YEARLY MEMBERSHIP

Any person interested in the purposes of the Huntingdon County Historical Society who has paid the currently established dues shall be entitled to a yearly membership.
The yearly membership shall begin on the first day of July and will continue through June 30. Midterm memberships shall be prorated for new members.

SECTION 2: LIFE MEMBERSHIP

A life member shall be one who has paid the society an amount established by the Board of Trustees.

ARTICLE II — MEMBERSHIP DUES AND FEES

SECTION 1: DUES AND FEES

Membership dues and fees shall be determined from time to time by the Board of Trustees.

SECTION 2: USE OF DUES AND FEES

All dues and fees shall be used for general Society purposes.

ARTICLE III — FISCAL YEAR

The fiscal year of the Society shall be the calendar year.

ARTICLE IV — TRUSTEES

SECTION 1: NUMBER OF TRUSTEES, LENGTH OF TERMS

The Society shall have not fewer than 10 nor more than 15 Trustees, serving terms of three years from the date of their election at an Annual Meeting or until their successors are named.

SECTION 2: SOCIETY MEMBERSHIP

All members of the Board of Trustees must be current annual or life members of the Huntingdon County Historical Society when elected and must remain paid members during their terms of service.

SECTION 3: TRUSTEES’ RESPONSIBILITIES

Trustees shall attend all regular Board meetings unless excused by a member of the Executive Committee. Absence from three regularly scheduled Board meetings in one year without authorization from a member of the Executive Committee shall constitute the vacating of any position on the Board.
Trustees shall support the Society with personal contributions and assist with fundraising efforts.
Trustees shall participate in the Society’s activities and events.
Trustees shall serve actively on at least one Society committee.
The Board of Trustees may, for any proper cause, declare vacant the office of any trustee by the affirmative vote of two thirds of the entire Board.

SECTION 4: TRUSTEES EMERITUS

The Nominating Committee may propose any person who has served the Society as a Trustee for at least 12 years for the position of Trustee Emeritus. The nomination must be confirmed by the Board of Trustees. Trustees Emeritus serve for life or until they choose to resign.
Persons elected to this position may attend meetings of the Board of Trustees at their convenience and pleasure and may speak on matters which come before the Board.
Emeritus Trustees shall not have votes in Board meetings.

SECTION 5: HONORARY TRUSTEES

The Nominating Committee may propose the name of any person who has made an extraordinary contribution of any sort to the Society for the position of Honorary Trustee. The nomination must be confirmed by the Board of Trustees. Honorary Trustees shall have the same rights and privileges as Trustees Emeritus.

ARTICLE V — OFFICERS AND EXECUTIVE COMMITTEE

SECTION 1: OFFICERS AND TERMS OF OFFICE

The officers of the Society shall be the President, Vice President, Secretary, and Treasurer. The Nominating Committee shall present a slate of officer candidates, chosen from among the regular Trustees, at the first meeting of the Trustees following the Annual Meeting. The officers shall hold office until the next Annual Meeting.

SECTION 2: EXECUTIVE COMMITTEE

The Executive Committee shall be composed of the elected officers of the Society and one other Trustee invited by the president as needed.
The Executive Committee shall be empowered by the full Board of Trustees to meet as required and to act for the full Board in reviewing the routine business of the Society, and other such business matters as may require immediate attention.
Minutes of Executive Committee meetings will be maintained and available upon request.
The Executive Committee shall determine if an external audit is needed and, if so, shall select an entity to perform such an audit.
The Executive Committee shall prepare a budget for the upcoming year to present to the Board of Trustees at their December meeting.
The Executive Committee shall conduct annual reviews of all employees.

SECTION 3: PRESIDENT’S RESPONSIBILITIES

The President shall have general supervision of the Society, under the direction of the Board of Trustees.
The President shall preside at the Annual Meeting of the Society and at all meetings of the Board of Trustees and the Executive Committee.
The President shall appoint members of the Society’s committees, excepting the Executive Committee.
The President may, with the advice and consent of the Board, appoint persons to complete the unexpired terms of Officers or Trustees who resign or otherwise vacate their elected positions before the expiration of their term of office.

SECTION 4: VICE PRESIDENT’S RESPONSIBILITIES

The Vice President shall perform the duties of the President in his or her absence, and shall serve on the Executive Committee.

SECTION 5: SECRETARY’S RESPONSIBILITIES

The Secretary of the Society shall keep true and accurate minutes of Annual Meetings of the Society, of all regular meetings of the Board of Trustees, and of all Executive Committee meetings.

SECTION 6: TREASURER’S RESPONSIBILITIES

The Treasurer shall have charge of the funds of the Society, together with all records pertaining to the office, and shall keep an exact account of all funds received and spent.
The Board of Trustees shall by resolution designate those who may sign checks and make other withdrawals and have access to the safe deposit box. Two persons shall be required to have access to the safe deposit box.
The Treasurer shall work with the other members of the Executive Committee to prepare an Annual Budget.
Internal Audits
The Treasurer shall periodically examine the financial records of the society to ensure that they represent a fair and accurate account of the financial affairs.
The Treasurer shall perform an internal audit following the end of each fiscal year and present findings to the Board of Trustees at their next monthly meeting.
The Treasurer shall participate in the External Audit if necessary.
As a part of the annual audit, the Treasurer and one other Trustee shall review the contents of the safe deposit box(es) and include in the audit an inventory of the safe deposit box.

ARTICLE VI — COMMITTEES OF THE BOARD

SECTION 1: NOMINATING COMMITTEE

The President shall appoint a Nominating Committee no later than February of each year.
The Nominating Committee shall assemble a slate of Trustees for election at the Annual Meeting.
The Nominating Committee shall report the slate to the Board at the March meeting, allowing time to circulate names of those nominated among the membership prior to the Annual Meeting.
Nothing in these by-laws shall prevent the nomination of Trustee candidates from the floor by any member of the Society at the time of the Annual Meeting, provided that persons so nominated agree to serve if elected.
At the first meeting of the Board of Trustees following the Annual Meeting, the Nominating Committee shall propose at least one Trustee each for the positions of President, Vice President, Secretary, and Treasurer. The officers will be elected by the Board at the same meeting.
The Nominating Committee may propose anyone who has served the Society as a Trustee for at least 12 years to be elected by the full Board of Trustees as a Trustee Emeritus. The committee may also propose any person who has made an extraordinary contribution of any sort to the Society to be elected by the full Board of Trustees as an Honorary Trustee.

SECTION 2: BY-LAWS COMMITTEE

The President shall, as necessary, appoint a committee to review proposed amendments and changes to the By-Laws of the Society.

SECTION 3: OTHER COMMITTEES

With the advice and consent of the Board, the President may form other committees and appoint Board Members and non-Board members to serve as needed.

ARTICLE VII — PROPERTY AND ASSETS

SECTION 1: LEGAL TITLE

Legal title to all property, real and personal, shall be vested in the Board of Trustees.

SECTION 2: AUTHORITY FOR PURCHASE AND SALE

Decisions affecting the purchase or sale of property, real estate, or securities in the name of the Society shall be made by the Board of Trustees. The Executive Committee shall be authorized to reinvest in similar instruments moneys which have reached maturity.

SECTION 3: TRANSFERS AND LOANS

Any transfer or loan of items or property from the Society to any individual, organization, or location shall be authorized by the Board of Trustees.

SECTION 4: INVESTMENTS

The Board of Trustees shall periodically review the investments and investment policies of the Society and if necessary adapt them to changing financial circumstances.

SECTION 5: INCOME

No part of the income of the Society shall inure to the benefit of, or be distributable to, its members, Trustees, Officers, or other private persons, except that the Board shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Society’s purposes.

ARTICLE VIII — STAFF

SECTION 1: AUTHORITY TO EMPLOY STAFF

The Board of Trustees shall have the authority to employ such staff as they deem necessary to carry out the programs of the Society and to set the conditions of their employment.

SECTION 2: JOB DESCRIPTIONS

The Board of Trustees shall provide and maintain job descriptions for all employed staff.

SECTION 3: ANNUAL REVIEW

The Executive Committee shall perform an annual performance review of any employee.

ARTICLE IX — MEETINGS

SECTION 1: ANNUAL MEETING

The Annual Meeting for the election of Trustees shall be held during the second quarter, with the election of Officers to be held at the first meeting of the Board of Trustees following the Annual Meeting.
Notice of the Annual Meeting of the Society shall be by announcement in the Society’s newsletter and/or other appropriate media no later than March 15.
Fifteen members shall constitute a quorum of the Society for purposes of electing Trustees and amending the By-Laws of the Society

SECTION 2: REGULAR MEETINGS

Meetings of the Board of Trustees shall be held every month or as needed. These meetings are open to the public.
A simple majority of the Board of Trustees shall constitute a quorum for the purposes of conducting the business of the Society.
Visitors may be invited by the Board of Trustees to address a specific topic. The topic shall be placed early in the agenda before the regular agenda. Regular business of the Society shall continue after the visitor’s presentation.
Meetings of the Executive Committee shall be held as needed at a time convenient to members of the Committee.
Special meetings may be held by call of the President with reasonable notice. If necessary, the work of the Board or the Executive Committee may be conducted remotely, provided adequate notice is given to everyone concerned.

ARTICLE X — AMENDMENTS TO THE BY-LAWS

SECTION 1: PROPOSED AMENDMENTS

Proposals to amend the By-Laws can be made by a member of the Huntingdon County Historical Society in good standing to the Board of Trustees in writing within 30 days of the publication of the Annual Meeting announcement.

SECTION 2: MEETING OF THE BY-LAWS COMMITTEE

If proposed amendments are received, the By-Laws Committee shall meet prior to the Board of Trustees meeting before the Annual Meeting, and shall review and draft the proposed amendments in order to present to the Board of Trustees for approval. Once approved by the Board, the proposed amendments are voted on at the Annual Meeting.

ARTICLE XI — PROHIBITED ACTIVITIES

No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-Laws, the Society shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(3) of the United States Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or by an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).

ARTICLE XII — DISSOLUTION OF THE SOCIETY

Upon the dissolution of the Society, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the Society, dispose of the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the Huntingdon County where the principal office of the Society is located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

APPROVAL OF BY-LAWS

These By-Laws are hereby approved by the Board of Trustees of the Huntingdon County Historical Society and signed into effect by its Officers.

____________________________________ _______________

President: Michael Fleck Date

____________________________________ _______________

Vice President: Fred Lang Date

____________________________________ _______________

Secretary: Maria Pettinger Date

____________________________________ _______________

Treasurer: Steve Huston Date

ADDENDUM — HISTORY OF REVISIONS AND AMENDMENTS

Adopted at the Annual Meeting of the Society on April 24, 1990
Revised and Amended on March 25, 2003
Revised and Amended on August 13, 2013
Revised and Amended on April 25, 2019
Revisions and Amendments signed June 3, 2019
Revisions and Amendments approved at Board of Trustees meeting November 2019
Revisions and Amendments approved at Annual Meeting 2020
Clarification Article V, Section 3F approved at Board of Trustees meeting January 6, 2021
Revisions and Amendments approved at Annual Meeting, June 25, 2022
Revisions and Amendments approved at Annual Meeting, June 24, 2023
Revisions and reorganization proposed for the 2025 Annual Meeting.

Click below for a printable pdf version of the proposed by-laws.

Click to access HCHS-Bylaws-Draft-2025.pdf

Current By-Laws (2024)

BY-LAWS

THE BY-LAWS OF THE HUNTINGDON COUNTY HISTORICAL SOCIETY

A 501(c)3 Corporation

ARTICLE I – MEMBERSHIP

SECTION 1: YEARLY MEMBERSHIP

Any person interested in the purposes of the Huntingdon County Historical Society who has paid the currently established dues shall be entitled to a yearly membership.

The yearly membership shall begin on the first day of July and will continue through June 30. Midterm memberships will be prorated for new members.

SECTION 2: LIFE MEMBERSHIP

A Life Member shall be one who has paid into the Treasury a sum of money fixed by the Board of Trustees.

SECTION 3: BOARD OF TRUSTEE MEMBERSHIP

All members of the Board of Trustees must be current annual or life members of the Huntingdon County Historical Society when elected and must remain paid members during their terms of service.

ARTICLE II – MEMBERSHIP DUES AND FEES

SECTION 1:

Membership dues and fees shall be determined from time to time at the discretion of the Board of Trustees.

The membership year shall be as described in Article I, Section 1.B

All dues and fees shall be used for general Society purposes.

ARTICLE III – FISCAL YEAR

SECTION 1:

The fiscal year of the Society shall be the calendar year.

ARTICLE IV – OFFICERS AND TRUSTEES

SECTION 1: TERMS OF OFFICE

The officers of the Society shall be President, Vice President, Secretary, and Treasurer. They shall be elected by the members of the Board of Trustees from among their members at the first meeting of the Board of Trustees following the annual meeting to serve a term of three years or until their successors are named.

The Society shall have not fewer than ten nor more than fifteen Trustees, for terms of three years from the date of their election at an annual meeting or until their successors are named.

Absence from three regularly scheduled meetings per year of the Board of Trustees, without direct authorization or excuse from a member of the Executive Committee, shall constitute vacating of an elected position on the Board. There are Trustees who are not adhering to this section. The Board President will directly address with individual(s).

The Board of Trustees may, for any proper cause, declare vacant the office of any trustee by the affirmative vote of two thirds of the entire Board.

SECTION 2: Trustee Emeritus

A person who has served the Society as a Trustee for a period of twelve years shall be eligible (but not required) for election (upon nomination by the Nominating Committee) as a Trustee Emeritus.

Persons elected to this position may attend meetings of the Board of Trustees at their convenience and pleasure and may speak on matters which come before the Board.

Emeritus Trustees do not have a vote.

Individuals recognized as Honorary Trustees for Life will be considered Trustee Emeritus.

ARTICLE V – AUTHORITY AND DUTIES OF THE OFFICERS AND TRUSTEES

SECTION 1: COMPOSITION OF BOARD

The affairs of the Society shall be managed by a Board of Trustees composed of at least four officers and six trustees, as described in Article IV, Sections 1A and 1 B.

SECTION 2: EXECUTIVE COMMITTEE

Composed of the elected Officers of the Society and one other Trustee invited by the president as needed.

Shall be empowered by the full Board of Trustees to meet monthly and to act for them in reviewing the routine business of the Society, and other such business matters as may require immediate attention.

Minutes of Executive Committee meetings will be maintained and available upon request.

Determine if External Audit is needed and select entity to perform audit.

Prepare Budget for the upcoming year to present to the BOT at the December BOT meeting.

SECTION 3: PRESIDENT RESPONSIBILITIES

Shall have general supervision of the Society, under the direction of the Board of Trustees.

Shall preside at the Annual Meeting of the Society and at all meetings of the Board of Trustees and the Executive Committee.

NOMINATING COMMITTEE
- The President shall appoint no later than February of each year
- Shall assemble a slate of trustees for election at the Annual Meeting.
- Shall report back to the Board at the March meeting to allow time to circulate names of those nominated among the membership prior to the Annual Meeting.
- Shall name at least one person for each elective office to be voted upon at the first meeting following the annual meeting by the Board of Trustees.
- Nothing in these by-laws shall prevent the nomination of candidates from the floor at the time of the annual election, provided that persons so nominated have been consulted in advance concerning their willingness to serve if elected.

OTHER COMMITTEES

With the advice and consent of the Board, may form committees and appoint Board Members and non-Board members to serve on Committees as needed

May, with the advice and consent of the Board, appoint persons to complete the unexpired terms of officers or trustees who resign or otherwise vacate their elected positions before the expiration of their term of office.

SECTION 4: VICE PRESIDENT RESPONSIBILTIES

Shall perform the duties of the President in his or her absence.

SECTION 5: SECRETARY RESPONSIBILITIES

The elected Secretary of the Society shall keep true and accurate minutes of Annual Meetings of the Society, of all regular meetings of the Board of Trustees and all Executive Committee meetings.

SECTION 6: TREASURER RESPONSIBILITIES

Shall have charge of the funds of the Society, together with all records pertaining to the office, and shall keep an exact account of all moneys received.

The Board of Trustees shall by resolution designate those who may sign checks and make other withdrawals and have access to the safe deposit box. Two persons shall be required to have access to the safe deposit box.

AUDITOR

Treasurer shall perform internal audit following the end of each fiscal year and present findings to the BOT at the next monthly BOT meeting.
1. Treasurer shall periodically examine the financial records of the society to ensure that they represent a fair and accurate account of the financial affairs.
1. Participate in the External Audit if necessary.

As a part of the annual audit, the Treasurer and one other Trustee shall review the contents of the safe deposit box(es) and include in the audit an inventory of the safe deposit box.

Work with the Executive Committee to Prepare Annual Budget.

SECTION 7: TRUSTEE RESPONSIBILITIES

A. Attend all meetings unless excused by the Executive Director.

B. Support the HCHS with personal contributions, assist with fundraising efforts.

C. Participate in activities and events.

D. Serve actively on at least one committee.

SECTION 8: PROPERTY AND ASSETS

Legal title to all property, real and personal, shall be vested in the corporation.

Decisions affecting the purchase or sale of property, real estate, or securities in the name of the Society shall be made by the Board of Trustees. The Executive Committee shall be authorized to reinvest in similar instruments moneys which have reached maturity.

Any transfer or loan of HCHS collection, items or property to any individual or location shall be authorized by the Board of Trustees.

SECTION 9: STAFF EMPLOYMENT

The Board of Trustees shall have the authority to employ such staff as they deem necessary to carry out the programs of the Society and to set the conditions of their employment.

The Board of Trustees shall provide and maintain a job description for employed staff to follow.

The Executive Committee shall perform an annual performance review of any employee.

SECTION 10: SOCIAL MEDIA

Definition: any electronic or printed material which utilizes or references the Huntingdon County Historical Society including but not limited to Facebook, Twitter, You Tube, Instagram, Pintrest, Web Page, etc.
All posts must be approved by the Executive Director, Board of Directors or Executive Committee and be directly related to the function and Mission of the Huntingdon County Historical Society.

ARTICLE VI – MEETINGS

SECTION 1:

The Annual Meeting for the election of trustees shall be held during the second quarter with the election of officers to be held at the first meeting of the Board of Trustees following the Annual Meeting.

Notice of the Annual Meeting of the Society shall be by announcement in the Society’s newsletter and/or other appropriate media no later than March 15.

Fifteen members shall constitute a quorum of the Society for purposes of electing trustees and amending the By-Laws of the Society

SECTION 2: REGULAR MEETINGS

Meetings of the Executive Committee shall be held at a regular time convenient to members of the Committee.

Meetings of the Board of Trustees shall be held every month or as needed.

Special meetings may be held by call of the President with reasonable notice. In urgent circumstances, meeting of the Board or of the Executive Committee may be held by a combination of e-mail, telephone or other appropriate media.

A simple majority of the Board of Trustees shall constitute a quorum for the purposes of conducting the business of the Society.

Visitors shall be invited by the Board of Trustees to address a specific topic. The topic shall be placed early in the agenda before the regular agenda. Regular business of the Society shall continue after the visitor presents.

ARTICLE VII – AMENDMENTS TO THE BY-LAWS

SECTION 1:

A: Any proposed amendments can be made by a member of the Huntingdon

County Historical Society in good standing to the Board of Trustees in

writing within 30 days of the publication of the Annual Meeting

announcement.

B If proposed amendments are received, By-Laws Committee to meet prior to the BOT meeting before the Annual Meeting, review and draft the proposed amendments in order to present to the BOT at the monthly meeting.

C.History of Revisions and Amendments

Adopted at the Annual Meeting of the Society on April 24, 1990
1. Revised and Amended on March 25, 2003
1. Revised and Amended on August 13, 2013
1. Revised and Amended on April 25, 2019
1. Revisions and Amendments signed June 3, 2019
1. Revisions and Amendments approved at Board of Trustees meeting November 2019
1. Revisions and Amendments approved at Annual Meeting 2020
1. Clarification Article V, Section 3F approved at Board of Trustees meeting January 6, 2021
1. Revisions and Amendments approved at Annual Meeting, June 25, 2022
1. Revisions and Amendments approved at Annual Meeting, June 24, 2023

ARTICLE VIII – DISTRIBUTION OF EARNINGS

SECTION 1:

Statement of Investment Policy shall be reviewed periodically and adapted to reflect changing financial circumstances.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the United States Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). [Adopted April 30, 1974]

ARTICLE IX – DISSOLUTION OF THE CORPORATION

SECTION 1:

Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the Huntingdon County where the principal office of the corporation is located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. [Adopted May 23, 2007]

APPROVAL OF BY-LAWS

These By-Laws are hereby approved aby the Board of Trustees of the Huntingdon County Historical Society and signed into effect by its Officers.

____________________________________ _______________

President: Michael Fleck Date

____________________________________ _______________

Vice President : Fred Lang Date

____________________________________ _______________

Secretary: Maria Pettinger Date

____________________________________ _______________

Treasurer: Steve Huston Date