Bylaws of the Philadelphia Area Conservation Association
Article 1: Name and Purpose
- The name of the organization is the Philadelphia Area Conservation Association (hereinafter PACA).
- PACA is a regional organization operated for educational, scientific, and charitable purposes in the greater Philadelphia area. It provides a forum to discuss and exchange information that is of concern to conservation and preservation professionals working with and caring for cultural heritage objects. To fulfill its intended purpose, PACA provides various opportunities for its constituencies to gather, including, but not limited to, topical lectures, workshops, public outreach events, angel projects, and networking opportunities.
- PACA does not carry out for-profit activities. All proceeds to PACA are used for operational expenditures and may qualify for tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954.
- The fiscal and membership years of PACA shall be from January 1 to December 31.
Article 2: Membership
- Membership is open to any person interested in the conservation and preservation of material culture.
- Members consist of individuals who contribute to PACA’s operation with dues on an annual basis. Members who are current with dues have the right to vote, attend events, participate in discussion, and serve on committees.
- The membership year shall be concurrent with the calendar and fiscal years, beginning January 1 and ending December 31. Dues will cover membership from the time of submission to the end of the calendar year. A grace period will be offered between years to allow membership continuity between years for members.
Article 3: Board of Directors
- The Board of Directors will exercise the powers of the Organization in accordance with these Bylaws.
- The Board will consist of no fewer than four Officers.
- The Board of Directors will meet no less than three times each fiscal year. At least one of these meetings is a General Meeting open to all PACA members in good standing.
- Each board member will fulfill his or her roles on a volunteer basis in accordance with these Bylaws. All board members will attend Board Meetings on a regular basis.
- Seats on the board are available to the following Officers:
- Co-Chairs (2)
- Past Co-Chair
- Program Chair
- Membership Representative(s)
- Committee Chair(s)
- Vacancies in the Board by resignation or death can be filled by a majority vote from the Board of Directors for the remaining portion of the term.
- A majority of the Board of Directors shall constitute a quorum for the transaction of business.
- Any board member can be removed from his or her position if it is in the interest of the Organization. A majority vote at a general meeting in favor of dismissal is required to remove a board member from office.
Article 4: Officers of the Board of Directors
- The document “Officers of the Philadelphia Area Conservation Association” describes the roles of the officers in detail.
- Changes to the “Officers of the Philadelphia Area Conservation Association” may be made by majority vote of the Board of Directors.
- Officers are elected by the membership in staggered two-year terms.
- The past Co-Chair will serve a one-year term as the Chair of the Nominating Committee immediately following his/her two-year Co-Chair term.
- Each board member will serve no more than four years consecutively, after which he or she must take at least a one-year hiatus from serving on the Board of Directors.
Article 5: Committees
- The Board of Directors can establish new committees by a majority vote of the board to help perform PACA business. The Board will appoint a chair for the committee to serve until the next election cycle, when the chair will be elected if the committee continues.
- Any PACA member can volunteer to join a committee to serve a one-year term. Committee members will serve no more than four consecutive years on any given committee.
- The Nominating Committee will meet annually to gather names and prepare ballots for elections.
- The Bylaws Committee will review the PACA Bylaws at least every three years. A vote at a general meeting or via Internet poll will be held to approve any changes to the Bylaws (see Article VII).
Article 6: Meetings
- A general meeting will be held at least once annually. The agenda will include, but not be limited to, elections of the Board of Directors, budget update, organizational update, committee update(s), and other items to be brought before the membership.
- The time and location of the general meeting will be determined by the Board of Directors. Notice of the time and place of the meeting will be sent to members no less than fifteen days before the meeting.
- A quorum of 10% of the membership is required to conduct the general meeting. As long as a quorum is present, the members can continue to do business until the meeting is adjourned. Motions put to a vote require a simple majority to pass. Voting may consist of a verbal vote, written vote, show of hands, or other indication. Those who cannot attend may submit an absentee ballot. Absentee ballots may be sent in by post or electronically as determined by the Board.
- The membership can force the Board of Directors to call a general meeting by petitioning the Board with at least 15% of the membership in favor of holding a special meeting. After receiving the petition, the Board must hold a general meeting within thirty days.
Article 7: Amendments to the Bylaws
- These Bylaws may be amended or repealed by a majority vote of the members at a general meeting. The Board of Directors will make a notice of proposed changes available to members of PACA when a general meeting is announced.
- These Bylaws may also be amended by a poll of the membership via the internet. Amendments to the Bylaws through an internet poll of the members requires a simple majority of those responding to the poll. The timing and the method of the internet poll shall be determined by the Board of Directors.