By-Laws of the Dauphin County Woodland Owners Association

I NAME
The name of this organization shall be Dauphin County Woodland Owners Association hereafter referred to as DCWOA.

II OFFICE
The principal office will be located at but not be associated with the Penn State Cooperative Extension in Dauphin County located at: Dauphin County Agriculture & Natural Resources Center, 1451 Peters Mountain Road, Dauphin, PA 17018-9504

III PURPOSE
The Dauphin County Woodland Owners Association (DCWOA), a not for profit association, is an organization of individuals interested in sound woodland management practices which encourage the diverse use of forests for timber production, wildlife habitat, watershed protection and recreation and to promote this multiple use philosophy through education and technical assistance for the benefit of the membership and the general public.

IV MEMBERSHIP
Section 1. DCWOA shall have three classes of membership as follows:

Regular membership, including individual regular membership or family regular membership (including family partnerships), is open to landowners having 5 or more acres who support the purpose of DCWOA, and who either reside in the county or own forest land in the county.

Associate membership, including individual associate membership or family associate membership is open to people who endorse and support the purposes of DCWOA.

Sponsor membership, is open to public and private organizations which own forest land or have a public or commercial interest in wood products, land preservation, or wildlife conservation, and support the purposes of DCWOA.

Section 2. The board of directors shall establish annual dues for each class of membership.

Section 3. Each regular individual membership or family membership is entitled to one vote at all DCWOA and/or meetings elections. Associate and Sponsor members may not vote, but may serve on committees, task forces and other appointed groups.

Section 4. Membership is on a calendar year basis beginning January 1 and ending December 31. Any member joining DCWOA after August of any year and paying the annual dues will be credited through Dec. 31 of the following year.

V GENERAL MEETINGS
Section 1. The annual meeting of the association for the election of directors and officers and for the transactions of other business shall be held in the fall of each year at such time and place as determined by the board of directors.

Section 2. A minimum of four (4) meeting of the association shall be held per year as determined by the board of directors.

Section 3. Special meetings of the general membership may be called by the president at such times as he may deem necessary to conduct business of the association; or upon written request of the majority of the members of the board of directors; or upon written request by 15 percent of the members of the association. Such requests shall state the time, place and objectives of the meeting.

Section 4. Written or printed notice of every regular and special meeting of the members shall be prepared and mailed to the last known address of each member, not less than 5 days before such meeting. Such notice shall state the purpose of the meeting and the date, time and place of the meeting. No business shall be transacted at special meeting other than the purpose set forth in the notice of meeting.

Section 5. The members present at a regular or special meeting shall constitute a quorum.

Section 6 . All meeting for the furtherance of this association’s objectives requiring a vote of the membership shall be conducted in accordance with Roberts Rules of Order. Educational portions of the meeting will be conducted informally to foster a free exchange of information to the membership subject to the control of the presiding officer.

VI NOMINATIONS AND ELECTIONS
Section 1. The general membership shall elect the members of the board of directors and the officers annually at the annual meeting.

Section 2. One to three months prior to the annual meeting, the president shall appoint a nominating committee of three members in good standing to nominate a slate of officers and directors whose terms expires at the annual meeting of that year.

Section 3. The nominating committee shall place in nomination for each office, members who are in good standing. The nominating committee shall report its nominations to the association members at the meeting for annual elections. Additional nominations for any office including director may be made from the floor from any member in good standing.

Section 4. The board of directors shall consist of no less than seven (7) members, four (4) of whom shall be the elected officers. The term of office for board members shall be as follows: The four (4) elected officers shall be appointed directors for a one (1) year term; the elected directors will serve three (3) year terms, staggered to provide continuity. The term of office shall begin immediately following the annual meeting.

Section 5. The membership shall elect a president, vice-president, secretary, and treasurer at the annual meeting. Election of these officers also shall constitute their appointment to the board of directors. These officers will take their positions upon election and shall serve a term until the next annual meeting.

Section 6. Elected board members cannot succeed themselves for one (1) year after their second term expires.

Section 7. Whenever a vacancy occurs in the board of directors, other than from the expiration of a term of office, the remaining directors shall appoint a member to fill the vacancy for the period of the unexpired term. An exception shall be upon the vacancy of the president. The vice-president shall then fill the office of the president, and a new vice-president shall be appointed by the board members.

VII BOARD OF DIRECTORS MEETINGS

Section 1. The board of directors shall meet not less than four times per calendar year.

Section 2. The board of directors shall manage the business of the association.

Section 3. Special meeting of the board of directors shall be held whenever called by the presider a majority of the directors. Any and all business may be transacted at a special meeting. Each call for a special meeting shall be in writing, signed by the person or person making the same, addressed and delivered to the secretary, and shall state the business to be transacted, the time and place of such meeting.

Section 4. Oral or written notice of each meeting of the board of directors shall be given each director by or under the supervision of the secretary of the association not less than 72 hours prior to the time of the meeting, but such notice may be waived by all the directors, and appearance at a meeting shall constitute a waiver of notice.

Section 5. A majority of the board of directors shall constitute a quorum at any meeting of the board.

Section 6. The board of directors may request that non-members of members of the association serve the board in an advisory capacity at the pleasure of the board but shall not have the right to vote in matters of the association brought before the directors nor shall they be counted in establishment of a quorum.

VIII DUTIES OF DIRECTORS
Section 1. The board of directors shall have the general supervision and control of the business and affairs of the association beginning January 1 after the annual meeting and election. They shall install an accounting system, which shall be adequate for the requirements of the business, and it shall be their duty to require the proper records to be kept of all business transactions.

Section 2. The board of directors shall have the power to carry out all agreements of the association with its members in every way advantageous to the association representing the members collectively.

Section 3. The board of directors shall select one or more banks to act as depositories of the funds of the association and to determine the manner of receiving, depositing, and disbursing the funds of the association; and the form of checks and the person or persons by whom same shall be signed, with the power to change banks; and the person or persons signing such checks and the form thereof at will.

Section 4.
a. A director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take action, unless:
- the shareholder has breached or failed to perform the duties of his or her office under this section; and
- the breach of failure to perform constitutes self-dealing, willful misconduct or recklessness.

b. The provisions of this section shall be deemed to be a contract with each director of the association who serves as such at any time while this section is in effect and each such director shall be deemed to be so serving in reliance on the provisions of this section. Any amendment or repeal of this section or adoption of any bylaw or provision of the articles of the association which has the effect of increasing director liability shall operate prospectively only and shall not effect any action taken, or any failure to act, prior to the adoption of such amendment, repeal bylaw or provision.

IX DUTIES OF OFFICERS
Section 1. The PRESIDENT shall:
1. Preside over all meetings of the association and of the board of directors.
2. Provide at each annual meeting of the association an annual report of the work of the association.
3. Perform all acts and duties usually performed by an executive presiding officer.
4. Sign all certificates and papers of the association as he may be authorized or directed to sign by the board of directors, provided, however, that the board of directors may authorize any person to sign any or all checks, contracts, and other instruments in writing on behalf of the association.
5. Prepare an annual plan of work and present this plan for adoption at the first meeting of the new fiscal year.
6. Perform such other duties as may be prescribed by the board of directors.

Section 2. The VICE-PRESIDENT shall:
1. In the absence of the president, perform the duties of the president with all the rights, privileges, and powers as if he has been duly elected.
2. Act as chairman of the Program Committee.
3. Perform such other duties as the board of directors may prescribe.

Section 3. The SECRETARY shall:
1. Keep all records of the meetings of the membership.
2. Perform such other duties, with the approval of the board of directors, as may be necessary to a proper and effective administration of the affairs of the Association.
3. Be responsible for advertising for membership and special meetings of the Association.
4. Co-ordinate the publication and mailing of the newsletter approximately two weeks before each meeting.

Section 4. The TREASURER shall:
1. Receive, receipt, and account for all money paid to the Association.
2. Pay all bills authorized by the Board of Directors.
3. Give an account of all receipts and expenditures.
4. Furnish a Financial Report at directors meetings and the annual meeting.
5. Sign checks jointly with the President or his designate on the board.
6. Cause all monies and valuable effects to be deposited in the name of the association in such depositories as may be designated by the Board of Directors.
7. Assist in the preparation of the budget.
8. Submit his accounts for audit by an Audit Committee at the end of each year.

X COMMITTEES
Section 1. Nominating Committee
As prescribed by the by-laws, the president shall appoint a nominating committee of three members who shall nominate at least one candidate for each office to be filled at these annual meetings. The report of the nominating committee shall be submitted to the secretary three weeks prior to the annual meeting and present the nominations at the annual meeting.

Section 2. Program Committee
Within one month of the annual meeting, the Vice-President shall appoint and work with three members and advisors to secure and schedule programs and field trips for meetings of the membership, for the up-coming year.

Section 3. Audit Committee
The board of directors shall appoint and work with an audit committee of three members who will act as custodians and exercise supervision over all property of the association. The committee shall annually examine and audit all books and records of the Treasurer and make annual reports at the regular meeting of the Association following the audit. The Treasurer shall serve on the committee ex-officio without the right to vote.

XI AMENDMENTS

Section 1. The Constitution and bylaws may be amended at a properly called meeting of the membership, at which a quorum shall be present, by the favorable vote of two-thirds (2/3) of the members present and voting at the meeting.
Section 2. Notice of any proposed amendments shall be given in writing by mail to the members not less than 15 days prior to the date of the meeting.
Section 3. The board of directors may adopt bylaws to this constitution for the government and regulations of its affairs, not inconsistent with this constitution.

XII INTERIM OPERATION

Section 1. During the initiation of operations of the Association a board of directors shall be elected from the charter membership at the meeting during which the bylaws are accepted by those persons in attendance.
Section 2. This board of directors shall function for a period of not less than nine (9) months and not more than two (2) years.
Section 3. This board shall relinquish control of the Association to the membership with the election of officers and directors at the first meeting which terminates their terms as described in Section 2 of Article XII.