TABLE OF CONTENTS
ARTICLE I Offices
ARTICLE II Board of Directors
Section 1. General Powers
Section 2. Number, Tenure and Qualification
Section 3. Resignation and Removal
Section 4. Vacancies
Section 5. Annual Meetings
Section 6. Regular Meetings
Section 7. Special Meetings
Section 8. Notice
Section 9. Quorum
Section 10. Manner of Acting
Section 11. Participation in Meetings
Section 12. Compensation
ARTICLES III Officers
Section 1. Officers
Section 2. Election and Term of Office
Section 3. Removal
Section 4. Vacancies
Section 5. President
Section 6. Vice-Presidents
Section 7. Secretary
Section 8. Treasurer
Section 9. Compensation
ARTICLE IV Committees
Section 1. Committees
Section 2. Authority of Committees
Section 3. Standing Committees
Section 4. Members
Section 5. Admission to Membership
Section 6. Dues
Section 7. Duration
Section 8. Termination or Suspension
ARTICLE V Restrictions on Distributions
Section 1. Purposes Provided in the Articles of Incorporation
Section 2. Communism, Terrorism, and Subversive Organizations
Section 3. Exempt Organization
Section 4. Sub Accounts
ARTICLE VI Indemnification and Liability of Directors and Officers
Section 1. Personal Liability of Directors
Section 2. Indemnification
Section 3. Advancement of Expenses
Section 4. Other Rights
Section 5. Insurance
Section 6. Indemnity Agreements
Section 7. Modification
ARTICLE VII Amendments
The Peregrine Club of Philadelphia (the "Club") may have its principal offices at such places within the Commonwealth of Pennsylvania or at such places as the Board of Directors may, from time to time, determine or the business of the Corporation may require.
BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of the Club shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualification.
The Board of Directors shall consist of not less than three (3) persons and not more than seven (7) persons, as may be determined from time to time by the Board of Directors. Directors shall be natural persons, need not be residents of the Commonwealth of Pennsylvania and shall be a person who has trapped, trained and hunted with a bird of prey. Each Director shall be elected to serve for the term of one (1) year and until the Director's successor shall be elected and shall qualify, or until the Director's earlier disqualification pursuant to death, resignation or removal.
Section 3. Resignation and Removal.
Any Director may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective. At any time a member of the Board of Directors may be removed by a vote of seventy-five percent (75% ) of the Directors then in office.
Section 4. Vacancies.
Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A majority of the remaining Directors, though less than a quorum, or a sole remaining Director, may fill such vacancies. A Director elected to fill a vacancy shall hold office until the Director's successor is elected.
Section 5. Annual Meeting.
A meeting of the Board of Directors shall be held twice yearly and at such time and place as the Board of Directors shall determine, for the purpose of electing officers and Directors and the transaction of such other business as may be properly brought before the meeting.
Section 6. Regular Meetings.
Regular meetings of the Board of Directors may be held at such date, time and place, either within or without the Commonwealth of Pennsylvania, as shall be designated by resolution of the Board. In addition to the annual meeting of the Board, there shall be no less than two (2) regular meetings of the Board, which shall be held at the pleasure of the board of directors.
Section 7. Special Meetings.
Special meetings of the Board of Directors may be called by either (a) the President or (b) the President or Secretary on the written request of not less two (2) of the Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Pennsylvania, as the place for holding any special meeting of the Board called by them and agreed to by the Board of Directors.
Section 8. Notice.
Written notice of any meeting of the Board of Directors, specifying the place, date and time of the meeting shall be given to each Director in the manner set forth in Section 4, Article IX of these Bylaws, at least five (5) days prior to such meeting. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required by these Bylaws.
Section 9. Quorum.
Sixty six (66) percent of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board; but if a quorum shall not be present at said meeting, a majority of the Directors present may adjourn the meeting from time to time, without further notice other than announcement at the meeting, until a quorum shall be present.
Section 10. Manner of Acting.
Action at Meeting of Directors. The act of a majority of the Directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by these Bylaws.
Section 11. Participation in Meetings.
Any Director may participate in a meeting of the Board of Directors or any committee of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear and converse with one another. Participation in a meeting in this manner shall constitute presence in person at such meeting.
Section 12. Compensation.
Directors, as such, shall not receive any stated salary for their services but, by resolution of the Board of Directors, a fixed sum, and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board or at meetings of any committee; provided that nothing herein contained shall be construed to preclude any Director from serving the Club in any other capacity and receiving compensation therefor; provided that any such compensation or reimbursement of expenses shall not be conflict with any other section of the Bylaws.
Section 1. Officers.
The officers of the Club shall be a President, one or more Vice Presidents if desired, Secretary, Treasurer and any other officers as the Board of Directors may from time to time create, none of whom need be a member of the Board of Directors. Any two (2) of the aforesaid offices may be held by the same person. Each officer shall be a natural person; provided that the Treasurer may be either a natural person or a company, partnership, trust, or other business entity.
Section 2.Election and Term of Office.
The officers of the Club shall be elected annually by the Board of Directors at the annual meeting or as soon thereafter as conveniently possible. New offices may be created and filled at any meeting of the Board of Directors. Officers of the Club shall hold office until their successors are elected and have qualified.
Section 3. Removal.
Any officer elected or appointed by the Board of Directors may be removed, either with or without cause, by the Board of Directors whenever in its judgment the best interests of the Club will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies.
A vacancy in any office because of disqualification pursuant to Articles II and V of the Articles of Incorporation, death, resignation, removal, other disqualification, or otherwise, may be filled by the Board of Directors.
Section 5. President.
The President shall preside at all meetings of the Club within the authority given by the Board of Directors. In addition, the President shall have all the powers and duties incident to and customarily associated with the office of President and such other powers and duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice Presidents.
A Vice President appointed by the Board of Directors shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. In addition, each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 7. Secretary.
The Secretary shall keep the minutes of all meetings of the Board of Directors and committees in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of Secretary and such other duties as, from time to time, may be prescribed by the Board of Directors or delegated by the President.
Section 8. Treasurer.
If required by the Board of Directors, the Treasurer shall give the Club a bond in such sum, and with such surety or sureties as may be satisfactory to the Board of Directors, for the faithful discharge of the duties of the Treasurer's office, and for the restoration to the Club, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Club.
The Treasurer shall have charge and custody of the club funds and securities of the Club; receive and give receipts for moneys due and payable to the Club from any source whatsoever and deposit all such moneys and other valuable effects in the name of the Club in such depositories as shall be designated by the Board of Directors; disburse funds of the Club as may be ordered by the Board of Directors and receive proper vouchers for such disbursements; keep full and accurate accounts of receipts and disbursements in books belonging to the Club; and in general perform all such other duties as, from time to time, may be prescribed by the Board of Directors. The Treasurer shall submit a report to the President and the Directors at each regular meeting of the Board of Directors, or whenever they may require it, accounting for all of the Treasurer's transactions as Treasurer and the financial condition of the Club.
Section 9. Compensation.
The salaries and other compensation of all officers of the Club shall be fixed by the Board of Directors, shall be in keeping with the purposes of the Club and the stewardship of resources available to the Club and shall in any case not exceed the salaries and other compensation paid to comparable officers in comparable foundations and non-profit corporations in the country.
Section 1. Committees.
The Board of Directors may, by resolution adopted by a majority of the Directors then in office, establish such committees, with such members, who need not be Directors, and such powers, authority and duties as the Board may deem advisable.
All action of committees shall be subject to approval by the Board of Directors. The same members of the Board may serve on one or more of the committees as the Board may deem advisable. Unless already appointed as a voting member of the committee, the President shall be an ex-officio member of each committee without vote.
Section 2. Authority of Committees.
Any committee shall have and may exercise such power and authority as granted by resolution of the Board of Directors, except that no committee shall have the power or authority with respect to the following:
(a) The filling of vacancies in the Board of Directors;
(b) The adoption, amendment or repeal of these Bylaws or the Article of Incorporation;
(c) The amendment or repeal of any resolution of the Board of Directors;
(d) Action on matters committed by these Bylaws or resolution of the Board of Directors to another committee; and
(e) Action on matters that would, if the Club had members, be required to be submitted to members for approval must first be approved by the Board of Directors.
Section 3. Standing Committees.
The standing committees of the Board of Directors of the Club shall consist of a Nominating Committee, Financial and Audit Committee, Executive Committee, Public Relations Committee and Advocacy Committee.
(a) The Nominating Committee shall have the duties of selecting and nominating persons to serve on the Board of Directors and as the executive officers of the Club. Nominations of such persons by the committee shall be submitted to the Board at the next regular meeting of the Board for approval and authorization.
(b) The Financial and Audit Committee shall have the duties of monitoring the financial operations of the Club, providing for appropriate internal controls and accounting standards and the audit of the financial condition of the Club on a regular periodic basis and monitoring the use and investment of all donor assets placed under the management of, or through the auspices of the Club, for the purposes and investments as directed by the donor in accordance with the purposes of the Club. Actions of the committee shall be submitted to the Board at the next regular meeting of the Board for approval and authorization.
(c) The Board of Directors, by a majority vote of its members, may designate three (3) or more of its number, as well as the President, Vice President, Secretary and Treasurer and any other officer selected by the Board, to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the Club, except the power to adopt, amend, or repeal the Bylaws, and provided that the designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director, of any responsibility imposed on it or him by law, or by these Bylaws. By a majority vote of its members, the Board may at any time modify or revoke any or all of the authority so delegated, increase or decrease but not below three (3) the number of its members as set forth herein, and fill vacancies therein from the members of the Board of Directors and officers of the Club. The Committee shall establish rules and regulations for its meetings and meet at such times as it deems necessary, provided that a reasonable notice of all meetings of the Committee shall be given to its members, and no act of the Committee shall be valid unless approved by the vote or written consent of a majority of its members. The Committee shall keep regular minutes of its proceedings and report the same to the Board from time to time as the Board may require. Actions of the committee shall be submitted to the Board at the next regular meeting of the Board for approval and authorization.
(d) The Public Relations Committee shall have the duties of marketing the activities of the Club generally; and developing and providing for communication of the purposes and agenda of the Club to the general public through all forms of media and communications. The committee shall be chaired by a Director and shall consist of two (2) additional Directors of the Club selected by the Board. The committee shall answer complaints against the Club, and plan and execute such public relations programs, and perform such other duties, as may be directed from time to time by the Board of Directors. Any expenditure of club funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board. Actions of the committee shall be submitted to the Board at the next regular meeting of the Board for approval and authorization.
(e) The Advocacy Committee shall have the duties of identifying and monitoring the full range of falconry related regulatory changes, activities and efforts primarily in the Atlantic Flyway region, and secondarily in the United States, in order to communicate to donors and potential donors and recommend and facilitate the placement of donor assets in and for the use of such activities and efforts. Actions of the committee shall be submitted to the Board at the next regular meeting of the Board for approval and authorization.
Section 4. Members. Membership and Dues Membership Categories and Criteria.
(a)Regular Membership. Any falconer – neither antagonistic nor detrimental to the association or its purpose – of good moral character and over the age of 13 years, may become a Regular Member of this organization.
(b) Affiliated Membership. Any falconry or raptor trapping organization having purposes complementary or similar to those of this association may become an Affiliated Member.
Section 5: Admission to Membership.
(a) Admission to all categories of Membership shall be within the discretion of the Board of Directors.
(b) Applicants for Membership shall submit a completed Membership application form, the contents of which are to be determined by the Board of Directors, along with dues.
Section 6: Dues.
(a) Annual dues shall be established in amounts recommended by the Board of Directors and approved by a two-thirds vote of the Regular Membership.
(b) A late fee shall be incurred by Members if dues are not paid by March 15th of the current year, the amount of which is to be determined by the Board of Directors. Timely payment is important for budgeting purposes, Member’s inclusion in directory, Member’s receipt of publication(s), Member’s timely receipt of mailings of the association’s functions, etc.
(c) Dues shall be payable to the Treasurer in the association’s name at the time of submission of application for Membership, or, in case of renewals, between January 1st and March 15th annually.
(d) Dues shall not be apportionable for any part of a calendar year, either upon Admission to or termination of Membership.
Section 7 Duration of Memberships.
(a) Upon payment of annual dues, Membership shall extend from calendar year to calendar year, unless otherwise terminated in accordance with these By-Laws.
Section 8 Termination or Suspension of Membership.
(a) Membership may be terminated by resignation or death of the Member (to include dissolution of the association in the instance of Affiliated Membership).
(b) Affiliated Membership may be terminated for such cause and in such manner as, in the sole judgment of the Board of Directors, is in the best interests of the association.
(c) Membership will terminate automatically if not renewed by payment of prescribed annual dues on or before March 15th annually.
(d) Regular Membership may be suspended or terminated by the Board of Directors if, in the sole judgment of the Board, such Member has violated the By-Laws, rules or regulations of the association, or if, in the sole judgment of the Board, such Member’s status, activities, or motives are prejudicial to the best interests of the association. Such suspension or termination shall be imposed only by affirmative vote of two-thirds of the Board of Directors; provided that a statement of the grounds for such action shall be sent certified mail, postage prepaid, to such Member at his address on file with the association at least 30 days before suspension or termination action is taken by the Board; and, provided further that such statement shall advise the Member of the scheduled date of Board action and that he may, prior to that date, submit to the Board for its consideration any matters in explanation, defense, extenuation, or mitigation.
Actions by the Board with respect to suspension or termination shall be final and shall not be subject ratification by or appeal to the Regular Membership. The provisions of this subparagraph are not applicable to Board Members and Officers of the association. Board Members and Officers first must be removed from office as hereinafter prescribed prior to any suspension or termination of Regular Membership status. While in a suspended status, a Regular Member shall not be entitled to vote, serve as a Director, or hold office.
RESTRICTIONS ON DISTRIBUTIONS
Section 1. Purposes Provided.
No distribution of any assets or benefits, directly or indirectly, shall be made by the Club to any organization [or associations of persons] that is not qualified by the affirmative vote of the Board of Directors, upon a reasonable belief of the Club and in accordance with our Mission Statement.
Section 2. Subversive Organizations.
No distributions shall be made by the club to any organization reasonably believed by the Board of Directors to be sympathetic toward the principles of over- reaching and subversive legal and regulatory practices that are not in the best interests of falconry.
Section 3. Sub Accounts.
(a) Upon request to the Club by a donor whose gift is valued at not less than such minimum amount as may have been prescribed by the Board of Directors, the Board of Directors shall see that such donation is carried on the Club's books and administered as a separate or sub account bearing such name as may be directed by the donor. Any such sub account shall be free of any involuntary alienation resulting from the actions or torts of anyone representing another sub account or the Club.
(b) In relation to such separate or sub account, the donor may set up such organization as desired to determine the recommendation of application of funds to specific objectives or projects. The Board of Directors shall receive any such recommendation as to the use of funds in any sub account and take such recommendation under advisement. Wherever possible without in any way jeopardizing the continued satisfactory operation of the Club and consistent with the purposes of the Club, the Board of Directors shall act affirmatively upon such recommendation communicated in writing to it; provided, however, that the Board of Directors shall not be under any legal obligation to follow any such recommendation nor to act in any way other than in its own absolute discretion in the performance of the purposes set forth in the Mission Statement of the Club.
(c) The Board of Directors shall be and hereby is authorized, to establish such administrative procedures and charges to be applied to sub accounts as it deems desirable and expedient.
INDEMNIFICATION AND LIABILITY OF DIRECTORS AND OFFICERS
Section 1. Personal Liability of Directors.
A Director of the Club shall not be personally liable for monetary damages for any action taken, or any failure to take any action.
Section 2. Indemnification.
The Club shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including actions by or in the right of the Club, whether civil, criminal, administrative or investigative, by reason of that fact that a person is or was a Director or officer of the Club, or is or was serving while a Director or officer of the Club at the request of the Club as a Director, officer, employee, agent, fiduciary or other representative of another club, partnership, corporation, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 3. Advancement of Expenses.
Expenses (including attorneys’ fees) incurred by an officer or Director of the Club in defending a civil or criminal action, suit or proceeding described in Section 2 shall be paid by the Club in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Club.
Section 4. Other Rights.
The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Club's Bylaws or Constitution, any insurance or other agreement, vote of Directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 5. Insurance.
The Club shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Club, or is or was serving at the request of the Club as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Club would have the power to indemnify such person against such liability under the provisions of these Bylaws.
Section 6. Modifications.
The duties of the Club to indemnify and to advance expenses to a Director or officer provided in this Article shall be in the nature of a contract between the Club and each such Director or officer, and no amendment or repeal of any provision of this Article, and no amendment or termination of any trust or other fund created pursuant to Section 6, shall alter, to the detriment of such Director or officer, the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.
Except as otherwise provided by statute, any or all of the provisions of these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by a majority vote of the Board of Directors at an annual, regular or special meeting duly convened after notice to the Directors of that purpose.