Constitution and By-Laws

CONSTITUTION

ARTICLE I: NAME

The name of this organization shall be the Knauss Homestead Preservation Society (KHPS).

ARTICLE II:  PURPOSE

The purpose of this organization shall be to fervently protect and preserve the historical integrity of the Knauss Homestead property.

ARTICLE III: MEMBERSHIP

Membership in the KHPS shall consist of all dues paying members.

ARTICLE IV: OFFICERS

The officers of the KHPS shall be the President, Vice President, Secretary, and Treasurer.  Only members of the KHPS may hold these offices and vote in the election of officers.

ARTICLE V: BOARD OF DIRECTORS

The Board of Directors shall consist of the elected board members of the KHPS.  The Board of Directors may be expanded, as determined by the officers, to include additional members.  These members must be elected by the membership.  The Board of Directors shall be the executive authority of the KHPS.

ARTICLE VI: MEETINGS

Section 1. Board of Directors – The Board of Directors shall hold regular meetings as set forth in the Bylaws and may hold such special meetings as may be called by the president or at the request of a majority of the Board members.  Members of the KHPS are welcome to attend such regular meetings.

Section 2. General Membership Meetings – There shall be one (1) annual general membership meeting to be held in May at a place designated by the President.  The Board of Directors shall notify the General Membership of the time and place of the meetings at least ten (10) days in advance.  At the annual meeting, the officers and Board members shall be elected and the reports of officers and committees submitted.  Additional and/or special meetings of the General Membership may be held at the call of the president or the Board of Directors.

Section 3. Special Meetings – Special meetings may be held at any time or place designated by the President or Board of Directors at the request of the majority of members of the Board of Directors.  Business to come before special meetings must be stated in the call, which shall be publicized and made available in writing to all members.  Only business stated in the call shall be included on the agenda.  A special meeting to which the public is invited may be held at any time if approved by a majority vote of the board of directors at any meeting in which a quorum of the board is present.

ARTICLE VII: QUORUM

A simple majority of its members shall constitute a quorum for all Board of Directors meetings.

A quorum for general membership meetings shall consist of the members present at any such general membership meeting.

A quorum for special meetings shall consist of the members present at any such special meeting.

ARTICLE VIII: GOVERNANCE

The KHPS shall be governed by its Constitution, Bylaws, and other such actions as the governing body may take.

The KHPS’s officers shall be elected through open nominations, ballot, by majority vote, and in conformity with the one-person, one-vote principle.

ARTICLE IX: NON PROFIT STATUS AND DISSOLUTION

The KHPS is not organized for profit and no part of the earnings of the KHPS shall inure to the benefit of any member or individual.  In the event of liquidation or dissolution of the KHPS, whether voluntary or involuntary, no member shall be entitled to any distribution or division of the remaining assets of the KHPS, including funds and property or its proceeds; and the balance of all such assets held by the KHPS at the time of the liquidation or dissolution, after payment of all debts and obligations of the KHPS, shall become the property of the Emmaus Historical Society, subject to state and federal law.

ARTICLE X: AMENDMENTS

Section 1. Constitutional Amendment(s) -This Constitution of the KHPS may be amended by a two-thirds majority vote members present at the annual meeting, provided that written notice of the proposed amendment(s) has been provided to all members by the Board of Directors not less than thirty (30) days prior to the annual meeting.

Section 2. Bylaw Amendment(s) – The Bylaws of the KHPS may be amended by a simple majority of the membership at any membership meeting.

ARTICLE XI: BYLAWS

Bylaws not inconsistent with this Constitution may be adopted or amended by a simple majority vote at any regular meeting of the General Membership, or a special meeting of the General Membership called for that purpose provided that notice of the meeting and proposed amendment(s) have been made available to the membership in writing at least thirty (30) days prior to the meeting. The provisions of any section of the Bylaws may be suspended for a single meeting by a two-thirds vote of the members present.

BYLAWS

ARTICLE I: OBJECTIVES

The objectives of the KHPS shall be as follows:

Section 1. To promote the historical study and research of all aspects relative to the Knauss Homestead.

Section 2. To collect and preserve resources and artifacts which may establish or illustrate the history of the Homestead.

Section 3. To collect data relative to the growth and progress of population, wealth, education, agriculture, arts, manufacture, and commerce in Emmaus as concerns the Knauss Homestead.

Section 4. To preserve the culture, traditions, and folklore associated with the Homestead through the acquisition by donation, bequest, or loan of personal property for the furtherance of these objectives.

Section 5. To prepare a written history of the Knauss Homestead and its place in the growth of the State of Pennsylvania and our nation.

Section 6. To advise and make recommendations to maintain the historical integrity of the Knauss Homestead to the municipal authority.

Section 7. To sponsor the necessary fundraising events to support the above objectives.

ARTICLE II: MEMBERSHIP

Section 1. The society shall consist of members comprising the categories set forth in Appendix A attached hereto of the KHPS Constitution and Bylaws.

Section 2. All membership categories shall be in accordance with Appendix A of the KHPS Constitution and Bylaws.

ARTICLE III: DUES

Membership dues of the KHPS shall be set by the Board of Directors and are reflected in Appendix A, attached hereto.

ARTICLE IV: RIGHT TO HOLD OFFICE

Any member of the KHPS shall have a right to vote and hold office, according to the Constitution and Bylaws of the KHPS.

ARTICLE V: ELECTION OF OFFICERS

Section 1. Oversight The Program chairperson shall oversee the election of new officers. The President shall oversee the election of Board members.

Section 2. Nominations – Nominations for officers shall be made from the floor, with the consent of the nominee, at the annual membership meeting and may be made by any member.

Section 3. Balloting – At the annual membership meeting, members shall vote for officers by a voice vote, unless there is a contest whereupon the election shall be by ballot.

Section 4. The officers shall be elected annually by the members at the annual meeting and shall hold office until their successors are chosen at the annual meeting.

Section 5. The names of all officers and contact information shall be filed by the KHPS’s Secretary (Secretary/Treasurer) upon their election.

Section 6. The officers elected by the membership shall be voting members of the Board of Directors.

ARTICLE VI: DUTIES AND POWERS OF OFFICERS

Section 1. PRESIDENT – The president shall preside over meetings of the Board of Directors and the General Membership.  He/she shall appoint, with approval of the Board of Directors, the chairperson and members of standing committees, special committees, be an ex-officio member of all committees, and shall be the executive officer of the KHPS.  The president shall represent the KHPS before the public either personally or through delegates and shall perform all other functions usually attributed to this office.

Section 2. VICE PRESIDENT – The vice president shall perform the function usually attributed to this office.  He/she shall work closely with one or more of the standing committees as the president may suggest.  In the absence of the president, he/she shall assume the duties of that office.

Section 3. SECRETARY – the secretary shall keep accurate minutes of all meetings of the Board of Directors and General Membership meetings; shall prepare such minutes for reproduction and distribution; shall maintain official files; shall assist the president with KHPS correspondence; shall perform any other duties as prescribed in the Constitution.

Section 4. TREASURER – The treasurer shall hold the funds of the KHPS and disburse them accordingly upon authorization by the Board of Directors.  He/she shall keep accurate accounts of receipts and disbursements, shall report at each meeting of the Board of Directors and General Membership, and shall prepare an annual financial statement for publication to members as directed by the Board of Directors.  He/she shall keep the president and the Board of Directors informed of the financial condition of the Association.  Dual signatures of the treasurer and either the president or a vice president shall appear on all checks. The treasurer and the president or a vice president shall pay bills not in excess of $300.00 (three hundred dollars).  All payments of invoices in excess of this amount must be approved by a simple majority vote of the Board of Directors.

ARTICLE VII: BOARD OF DIRECTORS

Section 1. Duties –  The Board of Directors shall be responsible for the management of the KHPS, carry out policies established by the appropriate committees, and suggest policies for consideration by the General Membership.  Further, the Board of Directors shall:

    • Take charge of all property belonging to and/or leased by the KHPS;
    • Direct the current affairs of the KHPS;
    • Recommend plans for promoting the purpose and objectives of the Society;
    • Superintend the interests of the KHPS; and
    • Perform such other duties as may devolve upon it by law or be committed to it from time to time by the KHPS.

Section 2. Composition – The Board of Directors shall consist of a maximum of fifteen (15) members, including the elected officers. The Mayor and Council President of the Borough of Emmaus shall serve on the Board of Directors as ex-officio members.

Section 3. Term – The members of the Board of Directors, other than the elected officers, shall be elected for three (3) year terms with the terms of one-third of the members of the Board to expire each year.

Section 4. Election – Each Board member shall be elected by a simple majority of the membership at the annual membership meeting in May.

Section 5. Meetings – The Board of Directors shall convene monthly on the first Wednesday of each month at the Borough office unless otherwise decided by a majority vote of the Board of Directors.  KHPS members are welcome to attend such regular monthly meetings.

ARTICLE VIII: STANDING COMMITTEES & DUTIES

Section 1.  Standing Committees

It is the Board’s intention to maintain standing committees composed of members of the Knauss Homestead Preservation Society.

    • Membership Committee

      The Board of Directors shall appoint the Chairperson and members of the Membership Committee. The Membership Committee shall develop a plan to increase and retain membership and establish and monitor success of established goals.  They shall also maintain a current and accurate listing of all Society Members with home addresses, email addresses and other contact information as deemed appropriate by the Committee and the Board of Directors.

    • Historical Assets and Artifacts Committee

      The Board of Directors shall appoint the Chairperson and members of the Historical Assets and Artifacts CommitteeThe Historical Assets and Artifacts Committee shall develop a library of information concerning the Knauss Homestead along with the lineage of the Knauss family.  Additional responsibilities shall also include logging artifacts both donated and loaned and developing a policy with regards to the Society’s current archives and its collection objectives in general.

    • Marketing & Public Relations Committee

      The Board of Directors shall appoint the Chairperson and members of the Marketing & Public Relations Committee, The Marketing & Public Relations Committee shall develop brochures and other forms of print media as needed, maintain the online presence of the Knauss Homestead and develop and implement a plan that promotes the mission of the Society to the Emmaus community.

    • Fundraising Committee

      The Board of Directors shall appoint the Chairperson and members of the Fundraising Committee. The Fundraising Committee shall develop and implement a plan to raise funds through donations, online fundraising opportunities, fundraising events and through other means as become available.  The Fundraising Committee shall also set goals and monitor the success of established goals.

    • Building & Grounds Committee

      The Board of Directors shall appoint the Chairperson and members of the Building & Grounds Committee. The Building & Grounds Committee shall maintain buildings aligned with the lease being held with the Borough of Emmaus, including but not limited to advising the Borough of any property deficiencies under the lease agreement as they are identified.  The Committee shall also be responsible for addressing the following needs of the Homestead: painting, minor repairs, and grounds clean-up.

    • Program & Education Committee

      The Board of Directors shall appoint the Chairperson and members of the Program & Education Committee. The Program & Education Committee shall arrange for tours of the Homestead and develop and write a presentation of the Homestead’s historical knowledge to permit tour guides to consistently present the history of the Homestead to the public.  They will also be responsible for arranging programs or activities of educational, non-educational, recreational or social nature as may serve to promote interest in or awareness of the Society by its members or residents of Emmaus.

ARTICLE IX: VACANCIES AND REMOVAL

A. Vacancies

Any vacancies occurring among the officers or on the Board during the year shall be filled by the Board of Directors for the unexpired term of the officer or Board member who occupied such position.

B. Removal

Section 1. Whenever a majority of the Board of Directors shall agree after notice and an opportunity to respond that an officer of the KHPS or member of the Board of Directors should be removed for cause as defined in Section 2 or is incapacitated, the office may be declared vacant.  Voting shall occur by paper ballot. Upon such declaration, the Secretary shall immediately notify the officer of its decision in written form and authorize an election or the appointment of a replacement to fill the unexpired term.

Section 2. Cause for removal from elective office shall be gross neglect of the responsibilities set forth in the KHPS Constitution and the Bylaws, and/or detrimental abuse of the authority and powers granted by the KHPS Constitution and Bylaws.

ARTICLE X: COLLECTIONS

Section 1. Any person who shall lend items, collections, or other articles of interest for inspection and study may withdraw them at any time, provided the same shall have been received and accepted by the KHPS as loans only, and provided five (5) days written notice of the intended removal shall first be given to either the President or the Property Committee Chair.  All articles received as on loan shall be so marked, numbered, and registered, along with the name of the owner in a book kept for that purpose and maintained by the Secretary.

Section 2. A policy on accessions shall be established and donors shall be made aware of this policy.

ARTICLE XI: AUTHORITY

The most recent edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority for the KHPS on all questions not covered by the Constitution and Bylaws and such standing rules as the KHPS may adopt.

APPROVED: 5/30/2017

APPENDIX A

Attach KHPS membership document

Side view