last amended 2/19/25
ARTICLE I - NAME
The name of this organization shall be the Bellefonte Historical and Cultural Association.
ARTICLE II - PURPOSES
Section 1. The purpose of this organization shall be:
- To aid the Borough of Bellefonte in developing and maintaining Talleyrand Park.
- To work for the reconstruction, restoration, and preservation of historic sites, structures, areas, and artifacts in Bellefonte.
- To promote Bellefonte’s historic and cultural traditions and increase awareness and knowledge of such traditions.
- To foster and promote historical and cultural activities within Bellefonte for the betterment of the community and its residents.
- To participate, cooperate, and coordinate with other organizations, individuals, agencies, and municipalities to accomplish common goals of historic restoration, reconstruction, and preservation.
- To participate, cooperate, and coordinate with other organizations, individuals, agencies, and municipalities to foster and promote cultural activities in and around Bellefonte.
Section 2. Income
All funds collected by the Corporation shall be used only to conduct the stated purpose of the Corporation. The Corporation is not organized for profit, and no part of the net earnings or income of the Corporation shall inure to the benefit of any individual or contributing member. A financial review by a financial professional shall be conducted at least every three (3) years.
ARTICLE III - MEMBERSHIP
Membership in this organization shall be open to all persons who elect to participate. The role of members is advisory. They help the organization connect to the broader community and advise the Board of Directors with respect to programs and policies.
Section 1. Dues
Individuals who pay annual membership dues shall be members of the Corporation. Membership dues shall be considered part of the Corporation’s total income for the fiscal year. The Board of Directors shall set the price of an annual membership.
Section 2. Period of membership
Membership shall extend for one year, renewable annually on the anniversary date of each member.
Section 3. Membership meetings
General meetings of the members shall occur on the final Friday of the month, except during the summer months, at a time chosen at the previous meeting. The President may schedule additional meetings. They should allow a reasonable length of time for notice to members.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors shall be composed of not less than seven or more than seventeen individuals. The Officers of the Corporation (the Executive Committee) shall be members of the Board of Directors.
Section 2. Election
Directors shall be elected at the February Board Meeting to serve for a two-year term. Approximately one-half of the authorized number of Directors shall be elected each year. Terms of office shall begin with election and last until the election of new Board members at the February meeting two years later. A Director shall not be eligible for more than two consecutive full terms. Directors may be re-elected after at least one year from the end of their last term. Election by the Board to fill an unexpired term shall not be deemed to be service for a full term.
Section 3. Vacancies
The Board of Directors shall fill vacancies in directorships in accordance with recommendations by the Nominating Committee (Article VIII, Section 2).
Section 4. Meetings of the Board of Directors
The Board of Directors shall meet quarterly in May, August, November, and February. At each meeting, the Board shall set the date of the meeting following the next scheduled meeting. In case of inclement weather or other special circumstances, the Executive Committee shall select an alternate date for a meeting that cannot be held as scheduled.
Special meetings of the Board of Directors may be called by the President or by a simple majority of Board members. Members of the Board should be given reasonable notice of such meetings. Members may attend Board meetings, but only Directors can vote.
Section 5. Quorum of the Board
A majority of the members of the Board shall constitute a quorum for the transaction of business.
Section 6. Meetings and Responsibilities
At its meetings, the Board will discuss the reports of standing or ad hoc committees, hear evaluations of past programming, consider other information or recommendations brought before it, and approve proposals such as the quarterly programming calendar, fundraising initiatives, or the annual budget. The Board has ultimate responsibility for the actions of the Corporation.
Section 7. Conflict of Interest Policy
These bylaws shall incorporate by reference the Financial Conflict of Interest Policy adopted by the Corporation at its March 21, 2014 meeting. Members of the Board of Directors, on an annual basis, shall receive a copy of this policy, read, understand, and affirm it via signature.
Section 8. Removal of absent directors
Directors who miss three consecutive Board meetings without providing an explanation to the President shall be removed from the Board.
ARTICLE V – RULES OF ORDER AT MEETINGS
Robert's Rules of Order Newly Revised shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
ARTICLE VI - OFFICERS
The officers of the Corporation shall be a President, Vice-President, Treasurer, and Secretary.
Section 1. Election of Officers
All officers shall be elected from among the Board members at the February meeting to serve for a term of one year or until their successors are elected. They shall take office at the end of the February meeting of the year of their election.
No person shall be elected to the same office for more than four (4) consecutive years. If any of the offices becomes vacant for any reason, the office shall be filled by an election at the next Board meeting.
Section 2. Duties of the Officers
President: The President shall preside at meetings of the members and of the Board of Directors. With the approval of the Board of Directors, the President shall appoint the chairpersons and members of all committees. The President shall fill vacancies on the Finance and Nominating Committees by appointment.
Vice-President: In case of the absence or inability of the President, the Vice-President shall perform their duties. The Vice-President shall accept other responsibilities designated by the President or the Board of Directors. The Vice-President shall serve as President in case the latter resigns or cannot complete their term of office.
Treasurer: The Treasurer, under the authority of the Board of Directors, shall be responsible for the custody of all funds of the Corporation and shall have the funds deposited in such depositories as are approved by the Board. The Treasurer shall accurately record all contributions made to the Corporation and see that they are appropriately acknowledged and receipted. The Treasurer shall maintain accurate records of all financial transactions of the organization and shall make regular reports of the same to the Board of Directors and at the general membership meetings. The Treasurer shall file all reports required by the state and federal governments.
Secretary: The Secretary shall be responsible for seeing that a record is kept of all meetings of the Board of Directors. The Secretary shall, as directed by the President or the Board, be responsible for seeing that the correspondence of the Corporation is conducted and shall give notice of meetings of the membership and of the Board of Directors. The Secretary shall maintain a database of names and addresses of the membership and Board of Directors and of committee memberships. The Secretary may select an assistant to help them with their duties.
ARTICLE VII – INDEMNIFICATION
A Director of the Corporation shall not be personally liable for monetary damages for any action or failure to take any action. However, this provision shall not eliminate or limit the liability of a Director to the extent that such elimination or limitation of liability is expressly prohibited by Section 512 of the Nonprofit Law of 1988 or any successor statute.
The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law (including but not limited to the indemnification provided by Sections 513 of the Association Code and 5741 of the Nonprofit Corporation Law of 1988), each Director or Officer (including each former Director or Officer) of the Corporation who was or is made a party to or a witness in or is threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Corporation, against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. The Corporation shall not indemnify in any case where a court determines that the alleged act or failure to act giving rise to the claim for indemnification was not performed in good faith and in a manner the potential indemnities reasonably believed to be in, or not opposed to, the best interests of the Corporation, as described by Section 5741 of the Nonprofit Corporation Law of 1988 or any successor statute in effect at the time of such alleged action or failure to take action.
ARTICLE VIII – COMMITTEES
The Corporation shall have such standing and ad hoc committees essential to the accomplishment of its purposes. Such committees shall be established by appointment of the President. Membership in any committee is open to any member of the Corporation unless otherwise indicated. Committee membership may be extended to non-members of the Corporation when deemed desirable for accomplishing the purposes of the Association.
Section 1. Executive Committee
The officers and one other director appointed by the President shall constitute the Executive Committee. The President may schedule meetings of the Executive Committee to discuss issues in more depth than at a regular Board meeting or when urgent action is needed between meetings. Decisions reached by the Executive Committee are subject to review by the Board of Directors. The Executive Committee or the full Board must approve any expenditure of the Corporation exceeding $1000.00.
Section 2. Nominating Committee
The Nominating Committee shall be a standing committee of the Board. The Committee shall be composed of not less than three members of the Corporation who are not officers. The Committee must consist of an odd number of members. Members of the Nominating Committee shall serve for one year.
The Nominating Committee shall nominate candidates for Officers and Directors. It shall secure each nominee’s written consent to serve if elected. The Committee shall communicate the names of the nominees to the President at least three weeks before the February Board Meeting (or another meeting in case a vacancy must be filled). Additional nominations may be made from the floor of the said meeting provided the nominee’s consent has been secured.
Section 3. Finance Committee
The Finance Committee shall be a standing committee of the Corporation. The Committee shall consist of at least three (3) members of the Corporation, including the President. The Treasurer shall be an ex officio member of the Committee. It shall review and communicate the Treasurer’s report to the President at least three weeks before each Board meeting and be responsible for collecting membership dues.
Section 4. Development Committee
The Development Committee shall review BHCA’s current sources of income and estimate their potential for future income. The Committee will consider novel opportunities for raising money such as grant proposals to entities that have not previously funded BHCA projects, enhancements to the annual giving campaign, and solicitation of specific prospects for projects. In addition, it will oversee a planned giving initiative, design special events, consider charging admission for certain programs, and evaluate other means of raising funds. Its written report shall be communicated to the President at least three weeks before each Board meeting.
Section 5. Programs Committee
The Programs Committee shall solicit, collect, organize, and evaluate proposals for projects to be sponsored by BHCA as well as review existing longstanding programs (e.g., Summer Sounds and the Sunday Afternoon Concerts). Projects can vary from virtually cost-free single events to complex, expensive, multiyear efforts involving many people. Each quarter, the Programs Committee will propose an events calendar to the full Board for approval or revision. Its written report shall be communicated to the President at least three weeks before each Board meeting.
The Committee will consider the cost, target audience, merit, and appropriateness of proposed projects and work to ensure that no aspect of BHCA’s mission is neglected in our programming. To this end, the Committee will include members responsible for proposals in the areas of Performing Arts, Architecture & Visual Arts, Literature, and History.
Section 6. Promotion and Communications Committee
The Promotion and Communications Committee shall review the current means of communication and promotion employed by BHCA, including the website, email, and physical mailings. This committee shall consider/recommend modifications to existing modalities and suggest other ways of informing the public about BHCA-sponsored events and communicating with stakeholders. Its written report shall be communicated to the President at least three weeks before each Board meeting.
Section 7. Historic Preservation Committee
The Historic Preservation Committee shall monitor Bellefonte’s historic built environment to identify threats to individual buildings or neighborhoods as well as preservation opportunities such as grants, owners willing to improve their buildings, or prospective legislation which might help protect our town’s architectural heritage. The Committee may also recommend projects related to historic preservation to the Programs Committee. These could include public tours of buildings or neighborhoods, old house fairs, specific restoration projects, or other events which call attention to our architectural heritage. The Committee shall also communicate with Bellefonte’s Historical Architectural Review Board, the Bellefonte Historic Preservation Foundation, the Bellefonte Area Industrial Development Authority, and any other preservation groups that may work in the area to protect our architectural heritage. The Committee shall send a written report of its activity to the President at least three weeks before each quarterly Board meeting.
Section 8. Ad hoc Committees
Ad hoc Committees may be appointed from time to time by the President to accomplish specific purposes of the organization. Such committees shall have specific written charges indicating the tasks to be performed and the committee’s relationship to the Corporation. Anyone may serve on ad hoc committees. The membership and charges of such committees shall be approved by a majority vote at a regular meeting of the Board.
ARTICLE IX – TALLEYRAND PARK COMMITTEE
The Talleyrand Park Committee, formed in 1974, guides Talleyrand Park's development, use, and maintenance in collaboration with Bellefonte Borough. The Committee was included under the umbrella of BHCA with its incorporation in 1976. The Bellefonte Historical and Cultural Association does not govern the Committee, but its interests and projects align with the purposes of BHCA, and the Park provides venues for BHCA programs. The Talleyrand Park Committee serves as an advisory body to the Borough. Reports on the activities of the Talleyrand Park Committee are periodically presented to both the BHCA Board and to Borough Council. Representatives from BHCA, Bellefonte Borough management, Bellefonte Borough Council, and community volunteers sit on the Committee with membership open to all residents of the Bellefonte area and surrounding municipalities with an interest in the Park’s natural resources, design, and attractions to best serve the community and visitors.
ARTICLE X - AMENDMENTS TO BYLAWS
Amendments to these Bylaws may be proposed by the Board of Directors, by the
Bylaws Review Committee that is appointed every three to five years by the President (see ARTICLE XI: REVIEW), or by petition to the Board by at least ten percent of the members of the Corporation at the time of presentation of the petition to the Board of Directors.
Section 1. General Process for Amending Bylaws
All proposed amendments must be submitted to all members of the Board of Directors and to the Corporation membership, in writing either electronically or by mail, at least two weeks before a regularly scheduled Board meeting. This submission shall constitute notice for a pending bylaws amendment. The Board must act on the proposed change(s) at said meeting.
Section 2. Super-Majority Vote
Except as otherwise required by the Nonprofit Corporation Law of 1988, any amendment to these Bylaws must be ratified by a two-thirds vote of Board members in attendance at the meeting considering the amendment.
ARTICLE XI: REVIEW
A review of these Bylaws shall be undertaken every three (3) years to five (5) years by the Board of Directors or an ad hoc committee established for that purpose by the Board.
ARTICLE XII: EFFECTIVE DATE
These Bylaws shall go into effect on the date of passage by the Board of Directors.
ARTICLE XIII: DISSOLUTION Of THE CORPORATION
Upon the dissolution of the Corporation, the Executive Committee shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner or to such organization or organizations organized and operated exclusively for art, cultural, or historical purposes in Centre County as shall at the time qualify as an exempt organization or organizations under section 501 c(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Centre County or the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.