Locust Grove Estate

The name of the organization is the  Haldeman  Mansion Preservation  Society,  Inc.  (HMPS).  It is  a

Pennsylvania 502 (  c) 3 nonprofit corporation with a 1/1 to 12/31 fiscal year.

The mission of  the  organization  is  to  restore  and  preserve  the  building  and grounds  of the

Haldeman Mansion property to be used to promote  history, education and community use.

The HMPS is an Equal Opportunity Employer. It will comply with the Equal Pay Act of 1963, Title VII

of the Civil Rights Act of 1964, the Age Discrimination in

Employment Act of 1967, and Title  I   and Title V of the Americans with Disabilities Act of 1990.

1.   The HMPS is a stand-alone entity.  It is not affiliated with any other organizations.

2.   Membership  shall be granted to any individual who has indicated interest upon payment of dues.

3.   Corporate Membership shall be granted to corporations upon payment of dues.

4.   Life Membership  shall be vested in past Presidents and others who have made outstanding contributions to the organization, subject to the approval of the Board.

5.   The types of memberships, amounts and due dates of annual dues shall be set  by the  Board and changed at their discretion.

6.   Each member, including corporations, shall have one vote.

7.   An Annual Meeting of the HMPS shall be held during the first five months of the calendar year at a  date and time set by the  Board for the purpose of electing Board  members and Officers, receiving reports of Officers and committees and transacting any other necessary business.

8.   Ten (10) members of the HMPS shall constitute a quorum.

9.   Members present at a duly organized meeting can continue to do business until adjournment, even if members have left causing the total in attendance drops below a quorum.

10.  Notice of a Membership Meeting of the HMPS will be given at least 20 days in advance by email and in the newsletter or general mailing to Members.

1.   The Board, including the five officers, shall consist of a  minimum of 7 members and a  maximum of 11 members. Board members shall  be elected by the Membership for a  three-year term. Terms will run from June  1 to  May 30. Approximately on third  of the  Board terms expire each year. There are no term limitations on Board  membership.  Interim vacancies that would result in the  Board dropping below the minimum requirement shall be filled by the  Board.

2.   The Board shall meet monthly at a time and place acceptable by those serving on the  Board and information on scheduled  Board  meetings shall  be posted on the HMPS website and in the newsletter.  Special Board meetings may be called by any two directors.  A minimum of ten (10) days email or regular mail notice of a  special meeting is required.

3.  Attendance  and participation  in  Board  meetings  is  a  duty  of all  Board  members.  It  is  the responsibility of all Board members to contact the President of the Board prior to all regularly scheduled  meetings  if they  are not  able to attend.  Failure  to do so will  result  in the  absence from  the  meeting  being considered "unexcused." Three  'unexcused' absences  from  Board meetings may result in removal from the  Board.

4.   Each Board member shall have one vote on all items that require a vote.  No proxies shall be permitted. A vote by 50% of the  Board  is required to constitute a  quorum at any meeting.

5.   A Director of the organization shall stand in a  fiduciary  relation to the organization and shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board on which he or she may serve, in good faith, in a  manner he or she reasonably believes to be in the  best interests of the organization and with such care, including reasonable inquiry,  skill  and  diligence,  as a   person  of  ordinary  prudence  would  use under  similar circumstances.  In  performing his or her duties, a  Director shall be entitled to rely in good faith on  information,  opinions,  reports or  statements,  including  financial  statements  and other financial data  prepared by officers or employees of the  corporation  or other persons who the director believes to be competent in these areas. A Director shall be considered to be acting in good faith unless he or she has knowledge concerning the matter in question which would cause his or her reliance to be unwarranted. A Director shall be presumed to be serving in the best interests of the organization if he or she  is upholding fiduciary duty and acting in good faith, without self-dealing activity.

6.   A Director of the organization shall  not be personally liable to the organization for monetary damages for any action taken, or failure to take any action,  unless the Director has breached or failed to perform the duties of his or her office under this section and the breach or failure to perform constitutes self-dealing, breach of fiduciary duty, willful conduct or recklessness. The provisions of this  section  shall  not apply to the  responsibility  of. a  director  pursuant  to  any criminal statute.

7.   The Board  is responsible for the  overall governance of the  organization.  To enable it to carry out  its governance  role  it  may appoint  Committees,  establish  an Advisory  Board,  hire an Executive Director and/or other employees and take other reasonable actions to enable it to effectively carry out  its  responsibilities. The Board  shall carry out  its duties in accordance with the bylaws and the  parliamentary authority adopted by HMPS.

8.   A Director's  Information  Packet shall be provided to all Directors and updates provided on an as needed basis.

1.  As the  Board  carries  out its  responsibilities  it  may establish  an Advisory Board  to provide advice and advice and support for making decisions. A volunteer Advisory Board shall

be a  source of advice and support for the Board  and employed  staff,  if any.   The Advisory

 Board's tasks  and  powers are  delegated  by the  Board  of Directors  and  subject to  the direction and control of the Board of Directors who appoint Advisory Board members.

2.   Specific tasks could be assigned to the Advisory Board such as:

  a.   Providing technical expertise or expertise on issues of importance to the society in areas including, but not limited to, technology, social media, science, education, policy and historic preservation.

  b.   Offering "feedback" as the eyes and ears of the organization.

  c.   Assist in fundraising.

  d.   Expanding the HMPS's sphere of influence.

  e.   Reviewing, monitoring and evaluating specific programs and their impact.

  f.    Engaging former  Board members and people of influence in the region who are not able to serve on the Board  but have knowledge and influence that could  benefit HMPS.

  g.   Serve  as a  voice of those we serve  in program design,  delivery,  evaluation  and quality control.

  h.   Serve as an independent and unbiased sounding board.

  i.       Other tasks as warranted  by the needs of the society.

3.   Advisory Board  Members will have no set terms of service,  no fixed skill sets which have to be filled, and will meet only on an as needed basis.

4.   The Board will appoint the Advisory Board Chair who will serve  as the contact between the

Board and the Advisory Board.

1.  The executive officers (referred to as the "Executive Committee") of the organization shall be the  President, Vice-President,  Recording Secretary, Corresponding Secretary and Treasurer. All officers must be members of the  Board and are elected  by the Board at the annual meeting to serve  a one-year term. Vacancies occurring among the officers shall be filled by recommendation and approval of the Board for the unexpired term.

2.  The Executive Committee shall consist of the officers of the  Full  Board and the employed Executive Director of the HMPS (see Article  IX), if there is one. The Committee will meet in open meetings when necessary between regular board meetings. The purpose of the Executive Committee is to review HMPS operations and make decisions or transact business that may require attention before the next Board meeting. The Executive Committee does not have the power to make policy or personnel decisions or approve or amend budgets, but they may request Board  members to vote by email on such matters between meetings. All actions of the  Executive Committee are reported at the  next Board  meeting and minutes Executive Committee  meetings will be presented for approved at that time. The Executive Director is an ex officio  non-voting member of the Committee. The Executive Committee will annually review the Executive  Director's job performance.

1.   President

   A.      Preside at all meetings.
   B.       Prepare the agenda for all meetings.
   C.   Establish committees and appoint members as necessary.

   D.   Appoint all committee chairpersons.

   E.      Be  empowered to sign  instruments for the opening of accounts for the deposits of the organization's funds in financial institutions and to sign instruments for the withdrawal of funds from those accounts or designate another officer to do so in his absence.

   F.       Perform  any and all other duties  usually incidental  to the  office  of President of like organizations.

2. Vice-President

   A.     Assist the President in the above duties, with the exception of signing of instruments of withdrawal of funds from financial institutions or opening such accounts, and perform any duties requested  by the Chairperson.

   B.     Assume the office of President should the Chairperson resign from office, be removed from office, or for  any other reason is  unable to  serve  as  President for  more than  four  (4) consecutive  months.

   C.    Perform  any  other  duties  usually  incidental  to  the  office  of  Vice-President  of  like organizations.

3. Recording Secretary

   A.   Record the minutes of all Full Board and Executive Committee meetings and preserve them after their approval by a meeting of the  Full  Board which next occurs.

   B.    Contact Board members with terms nearing expiration to inquire about interest and ability to commit to a  subsequent term of service.

   C.    Perform any other duties incidental to the office of Secretary of like organizations.

3.  Corresponding Secretary

   A.   Maintain  membership records.

   B.    Handle general correspondence and communications with members and other interested parties.

   C.  Perform  any other  duties  incidental  to  the  office  of  Corresponding  Secretary  of  like organizations

4. Treasurer

   A.     Oversee the annual financial review or audit of the organization.

   B.     Prepare  monthly  financial  reports  and  review  and discuss  them  at  monthly  Board meetings.

   C.   Prepare  and sign,  or cause to be prepared  by others,  any and all other financial reports which may be required  by federal or state law.

   D.    Be empowered  to sign  instruments for the opening of accounts for the deposits of the organization's funds and to  sign  instruments for  the  withdrawal  of funds from  those accounts.

   E.     Prepare an annual budget for approval and the January Board  meeting.

   F.     Perform any other duties incidental to the office of Treasurer of like organizations

1.   Shall be responsible for the day-to-day operations of HMPS.

2.   Shall  be responsible to report to the  Board and the  Executive Committee and to carry out the goals and objectives of the HMPS and implement policy formulated  by the Board.

3.   Shall be authorized to sign checks.

4.   Shall maintain a file of all reports, financial statements and any other documents presented  at Board and Executive Committee meetings and forward these materials along with the minutes of each meeting to each Board  member after receipt of the minutes from the Secretary.

5.  Shall  be  responsible for  maintaining  files  and  discussing information  with  the  external accounting firm auditor as necessary  to comply with their requests on an annual basis.

6.  Assist officers with their designated responsibilities to enable the work of HMPS is done in a timely and effective manner.

7.   Perform any other duties incidental to Executive  Directors of like organizations.

Any officer may be removed from office for malfeasance  upon more than two-thirds  (2/3) vote of the  Board at a  meeting where such  a vote is taken.

1.  Members  of existing  committees  and their chairpersons  shall  be announced at  the  Annual

Meeting.

2.  Committee  member  membership  is  open to anyone, but  non- Board  Member  committee members must be approved by a  majority of the Board.

3.  The committees may include an Archives Committee, Architectural Planning and Preservation Committee, Property Committee, Finance Committee, Development Committee, Education Committee and any other committee that the  Board of Directors feels should  be established

4.    The President of the  Board  may appoint committees or dissolve them as needed with  Board approval.

3.   Committee chairpersons shall provide a  report on their committee activities on a monthly basis to the  Board

1.  A conflict of interest may exist when the interests of any Board member, or said person's immediate  family,  or any party, group or organization  in which said person holds a  position as an employee, officer, director or partner,  may be seen as competing with the interests or concerns of the  HM PS.

2.  Each member of the Board of the HMPS must disclose in writing to the Board any possible conflicts of interest update the disclosure annually.

3.  When such  a conflict of interest is  relevant to a  matter requiring action by the Board, the interested person must bring it to the attention of the Board. This person shall not participate in any discussion or vote  on such matter.  If a  potential  board member conflict of interest  is brought to the attention  of the Board  by someone other than the board member it must  be reviewed by the  Board and will be acknowledged as such by a majority of the Board.

1.  The organization shall indemnify each of its directors, officers and employees (whether or not then in service  as such), and his or her executor, administrator and heirs, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation  to  which the  individual  may have  been a  party because he or she  was  a director, officer or employee of the organization. The individual shall have no right to reimbursement, however, in relation to any matter as to which  he or she  has been adjudged  liable to the organization for negligence or misconduct in the  performance of his or her duty as a  director, officer or employee by reason of misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment. The right to indemnity for expenses shall also apply to the expenses of suits that are compromised or settled, if the court having jurisdiction of the matter shall approve such settlement.

2.  The organization  may obtain  insurance to  protect itself and directors, officers,  employees, agents, or fiduciaries of the organization, or other entities acting on its behalf, against any potential liability or loss incurred as a  result of the conduct of the organization's activities, without regard to whether the organization would have the duty to indemnify such persons or entities for such loss or liability under the laws of the Commonwealth of Pennsylvania.

3.  The right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such Director, Officer or Employee may be entitled.

If it is deemed by the voting members of the Board that the organization can no longer perform its service, then  a  majority vote of the  Board  is required to bring the  matter to a special  Board Meeting.

1.  Notice of a special  meeting and vote is necessary  to dissolve the organization.  Upon the  majority vote of the  Board to bring the question of dissolution to the  Board, the President shall be directed to send  an email to each Board  member at the time of the proposed dissolution of the organization, providing the details of the  meeting

(stating the  purpose, date, time and place), with said notice to  be emailed and /or sent regular mail fourteen (14) days in advance. At such meeting, the Chairperson shall inform the  Board  of the reasons that the  Executive Committee has considered in its deliberations and then  propose dissolution of the organization. A ballot shall be given to each Board member upon which is stated the proposal for dissolution and a place for the  Board  member to mark a  "Yes" or "No" vote. A majority vote  in excess

of two-thirds  (2/3) of the  Full  Board shall be required to dissolve the organization.

2.   Upon the dissolution of the organization, the Executive Committee, after paying or making provision for payment of all outstanding liabilities, shall turn over all the assets of the organization to another organization qualified as an exempt organization  under Section 501(c)(3) of the Internal Revenue Code which provides services to residents of the Central  Pennsylvania area.

The By-Laws may be amended at any meeting of the organization by a  quorum  of the Board, provided that written  notice of at least thirty {30} days has been sent to all Board  Members. The Executive Committee is charged with the periodic review of these  By-Laws.