Donate 100 dollars to the Coyle Theater and get a wooden seat back

New Bylaws of Mid Mon Valley Cultural Trust

The bylaws of the Mid-Mon Valley Cultural Trust, Incorporated, a Pennsylvania nonprofit corporation.

Article 1: Organization

Name of the Corporation – The name of this corporation shall be the Mid Mon Valley Cultural Trust. (Hereinafter referred to as “Trust”).

Definition of Bylaws - These Bylaws constitute the code of rules adopted by the Trust. for the regulation and management of its affairs.

Powers of the Organization - The powers of the Corporation shall be as stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania, or any successor legislation, and shall be applied consistent with the provisions of Section 501(C)(3) of the United States Internal Revenue Code.

Structure of the Board - This Nonprofit Corporation is organized on a non-stock basis.

Registered Office - The registered Office of the Corporation shall be located at PO BOX 15, Charleroi, Pennsylvania, or at such other office as the Board of Directors may, from time to time, determine.

Article 2: Purposes of the Corporation

Purposes - The Corporation is organized and shall be operated exclusively   for charitable purposes in the public interest within the meaning of Section 501(C)(3) of the Internal Revenue Code of 1986 or the corresponding section of any further Internal Revenue Law of the United States.  The specific purposes of the Corporation are:

A.   To stimulate community pride and facilitate civic action and physical improvements in the Mid-Mon Valley.

B.    To provide a non-partisan framework for coordinating community arts planning, arts development and management in the Mid-Mon Valley.

C.    To encourage and facilitate public-private cooperation and coordination of activities to combat community deterioration and improve the physical environment, aesthetics, development, and socio-economic condition of the Mid-Mon Valley.

D.   To organize, sponsor, and coordinate activities and events, which promote the Mid-Mon Valley, enhance its image, and generate arts based economic opportunities.

E.    To educate and inform citizens on art and cultural topics of interest to the Mid-Mon Valley and to facilitate citizen involvement in arts and culture.

F.    To initiate and participate in the development and implementation of arts based economic and community development strategies.

G.   To encourage and promote reinvestment in the arts infrastructure, commerce, and industry to create and retain arts related jobs for the community.

In furtherance of the foregoing, the Trust may request, receive, hold, and use contributions, gifts, or grants made available for such purposes by federal, state, and local governments or any private corporation, public/private partnerships, association, foundation, organization, or person.  No profits or revenue derived from the acts of this Corporation shall be used or applied for the personal; benefit of any director, officer, or member of this Corporation.

Article 3: Board of Directors

Definition of Board of Directors - The Board of Directors is that group of persons vested with control and management of the business and affairs of the Corporation.

Appointment and Election of Directors - The initial Corporation Directors shall be those named in the Articles of Incorporation, and they shall have the power to appoint the first full Board of Directors after adoption of these Bylaws.  Thereafter, the full Board shall have the power to elect Directors.

Qualification of Directors - The qualifications for becoming and remaining a Director of this Corporation are as follows:

A.   Directors must be residents of the Mid-Mon Valley community, or

B.    Directors must have an interest in the arts, sciences and history.

C.    Must be over 18 years of age

Number of Directors - The number of Directors of this Corporation shall be seven (7) persons.

Composition of the Board - The Board shall be representative of varied constituencies nominated by the Board Recruitment Committee and ratified by a majority vote of the current Board of Directors.

Terms of Directors - At the meeting held for the adoption of these Bylaws, two (2) members shall be appointed for a period of one (1) year; two (2) members for a period of two (2) years; and three (3) members for a period of three (3) years.  Thereafter, at each annual meeting, members will be appointed and reappointed for those terms that have expired.  At such time, members shall be appointed for a term of three (3) years.

Vacancies on the Board - The Board may declare vacant the seat of any member who is absent from three (3) consecutive regular Corporation meetings.  Any vacancy occurring in the Board of Directors shall be filled by appointment by the Board of Directors.  The new Director appointed to fill the vacancy will serve for the unexpired term of the predecessor in office.

Annual Meeting - There shall be an annual meeting of the Board of Directors in January of each year for electing Directors and transacting any other business as may properly come before the meeting.

Notice of Meeting - The Secretary of the Corporation shall mail notice of the annual meeting to all board members at least ten (10) days prior to the meeting.

Article 4: Officers

Roster of Officers - The Officers of the Corporation shall be chosen from the Board of Directors and shall be Chairman, Vice Chairman, Secretary, and Treasurer.

Selection of Officers - Each of the Officers of this Corporation shall be elected and appointed annually by the Board of Directors.  Each Officer shall remain in office until a successor to such office has been selected and qualified.

Chairman - The Chairman will be the Chief Executive Officer of the Board of Directors and will supervise and control the affairs of the Corporation, subject to the control of the Board of Directors. The Chairman will perform all duties incidental   to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors.  Duties of the Chairman shall include:

A.   Chairman shall preside at all meetings of the Corporation and shall be ex-officio member of all committees.

B.    Chairman shall present an annual report of the work of the organization at each annual meeting of the Corporation in January.

C.    Chairman shall appoint all committees, temporary or permanent, from the membership of the Board of Directors or from the community-at-large, consistent with Article 8 of these Bylaws.

D.   Chairman shall see that all books, reports, and certificates as required by law are properly kept or filed.

E.    Chairman shall have such powers as may be reasonably construed as belonging to the Chief Executive of any organization.

Vice Chairman - The Vice Chairman shall, in the event of the absence or inability of the Chairman to exercise his/her office, become acting Chairman of the Corporation with all the rights, privileges, and powers as if he/she had been elected Chairman. The Vice Chairman shall be ex-officio member of all committees.

Secretary - The Secretary shall keep the minutes and records of the Corporation, except those kept by the Treasurer, and with the assistance of such staff as is available, shall prepare the agenda of regular and special meetings under the direction of the Chairman. The Secretary will provide notice of all meetings as required by law or by these Bylaws, and attend to correspondence of the Corporation.  The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. The Secretary shall be ex-officio member of all committees.

Treasurer - The Treasurer will have charge and custody of all funds of the Corporation, will deposit funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, will render reports and accountings to the Directors as required by the Board of Directors or by law, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. The Treasurer shall be ex-officio member of all committees.

Executive Director - The Corporation may appoint an Executive Director who shall serve at the pleasure of the Board and shall have general supervision over the administration of the business and affairs of the Corporation, subject to the direction and control of the Board.  The Executive Director shall serve as a non-voting member of the Board or Directors.

Article 5—Removal of Directors and Officers

Termination of Directorship - Directorship shall be terminated upon receipt by the Board of Directors written resignation of a Director, by the death of a Director, miss three consecutive meetings, or for cause detrimental to the Corporation as may be determined by the Board.

Removal Procedures - The Chairman, with approval of the Board, shall appoint a disciplinary committee to investigate charges against the accused member and to prepare a report of recommendation to the Board.  Reasons for removal shall be presented in writing to the Board and to the person to be removed, and a hearing shall be held.  The Board shall adopt such rules as considered necessary for the best interest of the organization for the hearing.  A two-thirds vote of Directors, with quorum voting, shall be sufficient to remove a Director.  All proceedings for the removal of any Director shall only be brought before the Board of Directors.

Removal of Officers -  Any officer may be removed by the Board of Directors, by two-thirds vote whenever in their judgment the best interests of the Corporation will be served..

Article 6: Board of Directors Meetings

Place of Board of Directors Meetings - Meetings of the Board of Directors, regular or special, shall be held at the registered office of the Corporation or at any other place within the Commonwealth of Pennsylvania, as provided, or such places as the Board of Directors designates by resolution duly adopted.

Regular Board of Directors Meetings - Regular meetings of the Board of Directors will be held on the second Monday of each month.  Should any such day in any year constitute a legal holiday in Pennsylvania, then the meeting will be held at the discretion of the board.  This provision of the Bylaws constitutes notice to all Directors of regular meetings for all years and instances, and no further notice shall be required although such notice may be given.

Annual Board of Directors Meeting - An annual meeting of the Board of Directors shall be held at the first Directors’ meeting of the calendar year in January.

Notice of the Board of Directors Special Meeting -  Written or printed notice stating the place, day, and hour of any special meeting of the Board of Directors shall be delivered to each Director not less than two (2) nor more than forty (40) days before the date of the meeting. Notice will be made either personally or by registered mail, by or at the direction of the Chairman or the Secretary of the Board.  If mailed, such notice will be deemed to be delivered when deposited in the United States mail addressed to the Director as his/her address as it appears on the records of the Corporation, with postage prepaid.  Such notice need not state the business to be transacted at, or the purpose of, such meeting

Call of Special Board Meetings - A special meeting of the Board of Directors may be called by either:

A.   The Chairman, or

B.    A number constituting a quorum of the Board of Directors.

Quorum of Directors - The presence, in person, of 50% plus one (1) of the members of the Board of Directors will constitute a quorum.  The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Nonprofit Corporation Law of 1988, the Articles of Incorporation of this Corporation, or any provision of these Bylaws.

Rules of Order - Unless otherwise specified or waived by a majority of the Directors present, the Robert’s Rules of Order shall govern the proceedings at the meetings of the Corporation.

Article 7: Voting

Procedure.  Each Director shall have one vote.  At all meetings, all votes shall be via voice.  However, upon request of any member, any vote shall be by roll call or secret ballot at the discretion of the Chairman.

Article 8: Committees

Definition of Committees - The Corporation may have certain committees, each of which will consist of one (1) or more Directors, which will have and exercise some prescribed authority in the management of the Corporation.  However, no such Committee will have the authority of the Board in reference to affecting the following:

1. Filling of vacancies in the Board
2. Adoption, amendment, or repeal of Bylaws
3. Amendment or repeal of any resolution of the Board
4. Action on matters committed by Bylaws or resolution of the Board to another committee to the Board.

Appointment of Committees -  The Chairman may, with the approval of the Board of Directors, designate and appoint Standing or Special Committees and delegate to such Committees specific and described authority of the Board of Directors to exercise in the management of this Corporation.  However, the creation of such Committees will not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on such personnel otherwise by law.

Standing Committees - The Chairman may, with approval of the Board of Directors, designate and appoint Standing Committees to facilitate the development, operation, and management of Corporation programs and projects.  An Officer or Director will chair such Committees as designated by the Chairman.  The Board may terminate any such Committee by resolution.  Standing Committees are established and set forth herein:

A.   Any matters appropriate for consideration by a Standing Committee first shall be referred by the Board to the Committee. Authority to act on all matters is reserved to the Board, and the duty of each Standing Committee shall be only to consider and to report or make recommendations to the Board of the Corporation.

B.    Standing Committees are charged with the immediate subject matters respectively indicated by and properly relating to their titles.

C.    The following shall be the Standing Committees of the Corporation

a.     Operations Committee

b.     Marketing/Public Relations Committee

c.     Fund Raising Committee

Committee Procedures -  All committees shall be responsible to and advise the Board on the subject areas assigned.  Meetings shall be as determined by the members.  Formal minutes shall be kept of all meetings.  The Robert’s Rules of Order shall govern all meetings.  The Board shall resolve any unresolved differences.

Article 9: Operations

Fiscal Year - The fiscal year of the Corporation will commence on January 1 and end on December 31 of each year.

Execution of Documents - The Treasurer shall supervise the maintenance and keeping of records of all receipts and disbursements, which may be audited annually by a Certified Public Accountant at the discretion of the Board.  Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the Corporation will be co-signed by the Treasurer and by the Chairman, or other individuals as may be approved by the Board of Directors.  Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by the Secretary and countersigned by the Chairman, and will have attached copies of the approved motion or resolution of the Board of Directors certified by the Secretary authorizing their execution.

Books and Reports - The Corporation will keep correct and complete books and records of account, and will keep minutes of the proceedings of the Board of Directors and Standing Committees.  The Corporation will keep at its registered office or principal place of business a membership register giving the names, addresses, and showing classes and other details of the membership of each, and the original or a copy of its Bylaws including amendments to date certified by the Secretary of the Corporation.

Inspection of Books and Reports - Any Director or his/her agent or attorney may inspect all books and records of the Corporation for any proper purpose at any reasonable time.  The Corporation’s Annual Report of Exempt Organization in Lieu of Tax Return (Internal Revenue for 990) shall be made available to any person upon request.

Nonprofit Operations - The Corporation will not have or issue shares of its stock.  No dividend will be paid, and no part of income of the Corporation will be distributed to its Directors.  No Officer shall, by virtue of office, be entitled to receive any salary or compensation for service as a Director.  With prior Board approval and within limits set by the Board, Directors may be reimbursed for out-of-pocket expenses properly incurred while representing or carrying out any business of the Corporation sanctioned by the Board.

Conflict of Interest - No Director or Staff person shall vote or otherwise participate in the decision on any corporate matter in which that individual has, or within the preceding twelve (12) months had, any personal interest pecuniary or otherwise.

Indemnification - The Corporation shall indemnify all Directors, Officers, and Employees of the Corporation and may indemnify any authorized agent of the Corporation against expenses actually and reasonably incurred in connection with any threatened, pending, or completed legal action resulting from acts or omissions occurring while a Director, Officer, Employee, or authorized agent of the Corporation, except in relation to matters to which he/she shall be finally judged to have been derelict in the performance of duties.  The right of indemnification provided herein shall not be exclusive of other rights to which any person now or hereafter is entitled as a matter of law.

Insurance and Bonding - The Corporation may purchase and maintain insurance and bonds on behalf of any person who is or was a Director, Officer, Employee, or Agent of the Corporation.

Article: 10 Hiring and Salaries

Hiring - The Board of Directors shall fix the number, categories, and salaries of all employees and shall hire those employees, subject to the approval of the Directors, whom it may determine to be necessary in the conduct of the business of the Corporation.

Article 11: Amendments

Modification of Bylaws - These Bylaws may be altered, amended, repealed, or added to by an affirmative vote of a majority of the members of the Board of Directors, provided there has been a reading of the proposed amendments at the prior Board of Directors meeting.  Written notification of the proposed amendment(s) and of the reading shall be sent to all Directors.

Article 12: Dissolution

Dissolution of Corporation - In the event that circumstances would require dissolution of the Nonprofit Corporation, the Board of Directors shall, after payment of all liabilities, dispose of all the corporate assets exclusively for the purposes and in such a manner or to such an organization which is organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall, at the time, qualify for exemption under Section 501(C)(3) of the Internal Revenue Code of 1986, as amended, so as to not divert said assets from the objects for which they were originally intended, and no distribution of liquid assets shall be made to a corporate member or private individual.

Adoption of Bylaws:

Adopted by Mid-Mon Valley Cultural Trust on ____________________, 20___ in Charleroi Pennsylvania

Mid-Mon Valley Cultural Trust

________________________________

Chairman

_________________________________

Secretary

Call for Board members

Mid Mon Valley Cultural Trust

335 McKean Avenue, Charleroi PA 15022

For Immediate Release:

Contact Barry Cassidy  484 880 1530

July 9, 2013

Mid Mon Valley Cultural Trust Seeks Board Members

The Mid-Mon Valley Cultural Trust is seeking new members of the board to fill vacant positions that resulted from resignations from the Board.  Six resignations had left Chairman Nancy Ellis charged with appointing a new board.  Four board seats were filled to establish a quorum and two board seats remain to be filled by individuals wanting to be part of the Trust.

Mid-Mon Valley Cultural Trust consultant Barry Cassidy stated , “ Robert Lisovich has assumed the Vice Chairman position, Kate Pireaux has filled the Treasurer position, and Adele Pireaux will be the Secretary position and Gary Hoover agreed to serve on the board.  We are opening the process up for members of the community to be part of the Trust.”

The Board has met twice in an effort to get the Coyle restoration project back on track.  The actions taken include hiring preservation architect Tom Carnevale and deciding to remove the seats from the theater in order to scrap the metal and put down plastic on the floor to guard against rain damage from a roof leak.

Anyone interested in joining the Board should send a statement concerning their interest to Mid – Mon Valley Cultural Trust PO Box 15 Charleroi PA. Prospective Board Members will be interviewed and selected in the near future. 

The committee is also seeking volunteers to be part of any number of the committees including operating, fund raising and marketing/public relations.  Volunteer are urged call 484 880 1530 for information.