Brandywine Crucible, Inc. By-Laws
The name of this organization shall be Brandywine Crucible, Inc. a nonprofit corporation incorporated in the State of Texas and hereinafter referred to as the Corporation. The activities of the Corporation shall be conducted in the State of Texas.
The purpose of the Corporation shall be:
To chronicle the contributions of the Brandywine Crucible and its importance to the development of America. The Brandywine Valley, which tied Pennsylvania and Delaware together, was an important early catalyst in the American "melting pot. The area produced many of the builders of the nation. From the hybrid vigor of these several nations and cultures poured an amazing outflow of abilities and talents. From it came presidents, rail-splitters, governors, gun-slingers, senators, sodbusters, congressmen, cowboys and people who pioneered in all 50 of the United States which followed. To discover, preserve and promulgate the history and the heritage of the people of the Brandywine Crucible and their impact upon America. To erect and cause to be erected historic markers, restoration and preservation of historic cemeteries, publishing books or pamphlets, operating electronic databases, sponsoring lectures, research conferences, reunions, field trips and similar meetings devoted to the understanding of the significance to this nation of the Brandywine Crucible and its people. To publish in print and electronic media historical articles and narratives and to undertake such other functions consistent with the by-laws that will enhance the discovery, preservation, and appreciation of the history of the people of Brandywine Valley and their progeny.
The Corporation is a non-profit corporation. No part of the net earnings, contributions, donations or other income of the Corporation shall inure to the benefit of any private member or individual except as payment for services rendered, and no substantial part of its activities shall involve the carrying on of propaganda, or otherwise attempting to influence legislation.
Membership in the Corporation shall be open to all persons who are interested in carrying out the purpose and objectives of the Corporation subject to the rules and regulations herein set forth. Members shall agree that they will not use or attempt to use the name of the Corporation in any way for personal gain or benefit other than research and knowledge of the history of Texas, the ancestry and heritage of its early settlers and their contribution to America. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
Section l. The Board of Directors shall manage the affairs of the Corporation.
Section 2. The number of Directors shall be nine (9). Directors shall be elected by the members at the annual meeting. The term of office of each Director shall be three (3) years. The terms of office of the Directors shall be staggered so that at least one-third of the Directors shall be elected each year. Each Director shall serve for a period of three years or until his successor is elected and qualified. The initial Board of Directors shall be elected at the first meeting of the members of the Corporation and said initial Board shall be composed of three members whose term of office shall be for one year, three members who shall serve for two years and three members who shall serve for three years.
Section 3. A regular annual meeting of the Board of Directors shall be held without other notice than this By-law, immediately after, and at the same place as the annual meeting of members, or at some other place approved by a majority of the Board of Directors. The Board of Directors may provide by Resolution the time and place for the holding of additional meetings of the Board without other notice than such Resolution.
Section 1. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time by the Board of Directors. The same person except the offices of President and Secretary may hold any two or more offices.
Section 2. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors, If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold his or her old office until his successor shall have been duly elected and qualified.
Section 3. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so named.
Section 4. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired time of the term.
Section 5. The President of the Corporation shall preside at all member and directors meetings. The President may, and upon demand of any twenty members or three directors, shall call special meetings of members or directors. The President shall perform all the duties that usually pertain to the office or are delegated to him by the Board of Directors.
Section 6. The Vice President shall, in the event of the absence or disability of the President, perform the duties of the President.
Section 7. The Secretary shall keep the records and books of account of the Corporation.
Section 8. The Treasurer shall have the custody of all of the monies and securities of the Corporation and shall perform all duties usually pertaining to the Treasurers office, or delegated to the Treasurer by the Board of Directors. The Treasurer shall deposit all monies of the Corporation in such depositories as shall be selected by the Board of Directors.
Section 1. The Board of Directors shall designate committees as may be deemed necessary to promote the aims and goals of the corporation. The committee shall possess and exercise such authority as the Board of Directors shall determine.
Section 2. Each member of the committee shall continue as such until the next annual meeting of the Corporation and until his successor is appointed unless the committee shall be sooner terminated or unless such member be removed from such committee or unless such member shall cease to qualify as a member thereof.
Section 3. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 4. Special meetings of the Board of Directors shall be called by or at the request of the President or any three Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
Section 5. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally, by mail or facsimile to each Director at his address as shown by the Records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws,
Section 6. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than the majority of the Directors are present or represented by proxy, at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or these by-laws.
Section 8. The Board of Directors shall fill any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 9. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the Directors.
Section 10. Proxies may be granted by any Director to any other director so long as the proxy is in writing and signed by the Director granting said proxy.
Section 1. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation in addition to the officers so authorized by these by-laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. No contract to purchase, sell, lease or convey and no conveyance of any real estate or leasehold interest owned by the Corporation shall be made unless authorized by the Board of Directors.
Section 2. All checks, drafts or orders for the payment of money, notes or evidence of indebtedness issued in name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by Resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an assistant Treasurer and counter-signed by the President or Vice President of the Corporation.
Section 3. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
Section 1. The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by members of each class of membership.
Section 3. Membership may be terminated by the Board of Directors for any member who is in default in the payment of dues for a period of three months or other period as specified by the Board.
The Corporation shall have a corporate seal, which shall be in a form prescribed by the Board of Directors and shall have inscribed thereon the name of the Corporation.
The immediate past president of the Corporation shall remain on the Board of Directors as an Honorary Member in an advisory capacity for a period not to exceed one year, or until such time as his successor is named and duly qualified.
Nothing herein shall constitute members of the Corporation as partners for any purpose. No member, agent, or employee of the corporation shall be liable for the acts or failure to act on the part of any other member, officer, agent, or employee of the Corporation, nor shall any member, officer, agent or employee be liable for their acts or failure to act under these Bylaws, except only acts or omissions to act arising out of their willful malfeasance.
This 501(C) (3) Corporation may be dissolved at any regular meeting or special meeting upon a vote of 2/3 majority of the members of the Corporation attending such meeting, provided however, that all of the assets of the Corporation will pass immediately to the Gowen Research Foundation 501 (C) (3) at its general offices in Lubbock, Texas or such other regularly organized and qualified charitable, educational, scientific or philanthropic organization 501 (C) (3) selected by the Board of Directors. No assets of the Corporation shall inure to the benefit of any private member or individual.
These by-laws may be altered, amended or repealed and new by-laws may be adopted by majority of the Directors present, at any regular meeting or any special meeting if at least 2 day written notice is given of the intention to alter, amend or repeal or to adopt new by-laws at such meeting; provided however, that Article XIV immediately above shall remain in full force and effect throughout the duration of this Corporation.