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February 2001



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Bylaws of the Descendants of Edward and Eleanor Foulke

ARTICLE I - General

Section 1
The name of this Association shall be Descendants of Edward and Eleanor Foulke
Section 2
The principal office of this Association shall be located at 2047 Valley Forge Road, Worcester, Pennsylvania with mailing address of Post Office Box 768, Worcester, PA 19490.
Section 3
The fiscal year of this Association shall run from January 1 through December 31st or as stated in any amendments to the By-Laws.

ARTICLE II - Membership

Section 1
Membership will be granted to all persons who have the desire to see that the Purpose of the Association is advanced and who will work toward that goal.

ARTICLE III - Board of Directors

Section 1
Number, terms of office, and manner of selection.
  1. There shall be a total of 11 directors.
  2. The terms of the office of elected Directors shall be three (3) years in length, and renewable for additional three-year terms with the approval of the membership.  The terms of office of elected Directors shall be staggered so that one-third of the elected Directors shall be elected each year.  Directors shall be elected by a majority vote of membership.  Vacancies occurring during the term shall be filled by appointment by the Board of Directors for the unexpired term.
  3. Those individuals who are Directors upon approval of these By-Laws shall have the duty of placing themselves in on, two and three-year terms of office and of arranging a pattern of staggered terms for additional elected Directors so as to permit the orderly rotation of members thereafter as provided in (b) of this section.
Section 2
  1. The annual meeting of the Membership shall be held on the third Saturday of June at 10 AM of each year at Foulkeways at Gwynedd, Pennsylvania or at any alternate location or alternate time as determined by the Board of Directors.  At the annual meeting of the Membership, the Board shall elect officers as provided in the By-Laws and shall transact such other business as may be brought before the meetings.  Officers to be elected are: Chairman, Vice Chairman, Secretary and Treasurer.
  2. Special meetings of the Board of Directors may be held at any time and place designated by the Chairman.  No other business but that specified in the notice may be transacted at such a meeting.
  3. Simple majority of the Board shall constitute a quorum at any meeting of the Board of Directors and all questions shall be determined by a majority of members present and voting; provided, however, a majority of all members of the Board of Directors must concur in the following: 1. Amending these By-Laws.  Each director shall have one vote and such voting may be by proxy.
  4. No notice of any annual meeting shall be required unless said annual meeting is at an alternate location or time, whereupon a notice of any alternate annual meeting or special meting shall be mailed to each of the directors not less than fifteen (15) days preceding any alternate or special meeting.  The Board may provide in advance of any meeting for a waiver of such notice.  Any Board Member may sign a waiver of such notice.  Where notice is of a special meeting, such notice shall indicate briefly the purpose of that meeting.
  5. The Chairperson or in his/her absence a Vice Chairperson of the Association shall act as Chairperson of all meetings of the Board of Directors. In the absence of these officers, the Board may appoint any member to serve as temporary chairperson. The Secretary shall act as Secretary of all the meetings of the Board of Directors, but in his/her absence, the presiding officer may appoint any director to act as Secretary of the meeting.
  6. Prior to the commencement of any membership meeting the Rules of Order under which such meeting is to be conducted will be established by the presiding officer at that time the meeting is opened.  Otherwise annual and special meetings of the membership will be conducted under Robert's Rules of Order.  Any rule of order may be suspended or modified by a three-fourths (3/4) vote of the membership present.
Section 3
Executive Committee
  1. The Executive Committee of the Board of Directors shall consist of the following:
    • Chairperson of the Association, who shall be Executive Committee Chairperson
    • Immediate Past Chairperson of the Association
    • Vice Chairperson of the Association
    • Secretary of the Association
    • Treasurer of the Association
    • Any other Director designated by the Committee
  2. The Executive Committee shall meet at the call of the Chairperson of the Association.  A quorum of the Executive Committee shall be represented.
  3. The Executive Committee shall have and may exercise all powers and authority of the Board of Directors when the Board is not in session, subject only to such restrictions as the board may from time to time specify.  Provided, however, the Executive Committee shall not have authority to alter, amend, or appeal the By-Laws of the Association or to appoint Directors.  All actions of the Executive Committee shall be reported in writing to the Directors individually within thirty (30) days after such action is taken or at a meeting of the Board of Directors, if a meeting is held within that period of time.  All actions of the Executive Committee shall be included in the minutes of the Board of Directors.  In the event the number of directors present at any annual meeting be less than a simple majority, the business conducted by that meeting can be ratified and confirmed retroactively by written proxies of sufficient directors to compose a simple majority.

ARTICLE IV - Power and Duties of Officers

Section 1
The Chairperson shall represent the Association to the public and be the coordinator between the public and the Association.  He/She shall preside at all meetings of the Board of Directors and shall do and perform such other duties as from time to time may be assigned to him/her by the Board.  He/She shall assign committee personnel.
Section 2
The Vice-Chairperson shall preside at all meetings of the Board of Directors in the absence of the Chairperson and shall do and perform such other duties as from time to time may be assigned to him/her by the Board.  He/She shall as also perform the duties of the Chairperson when the Chairperson is ill, or otherwise incapacitated.
Section 3
The Secretary shall keep the minutes of all meetings of the Board of Directors.  He/She shall attend to the giving and serving of all notices required by the By-Laws.
Section 4
The Treasurer shall receive and keep the funds of the Association and pay out the same in accordance with the directions of the Board of Directors.  He/She shall deposit all monies, checks, and other credits to the account of the Association in "federally insured depository institutions" the Board may designate.  He/She shall audit all receipts and vouchers for payment made to and all vouchers and checks made by the Association.  He/She shall render to the Board an account and statement of all his/her transactions at each annual meeting of said Board and at such other times as said Board may from time to time determine.  All disbursements shall require the signature of two officers designated by the Board.

ARTICLE V - Amendments

Section 1
The By-Laws may be altered or amended at any annual or special meeting of the membership by resolution approved by the affirmative vote of two-thirds majority of the membership, subject to approval by the Secretary of State of the State of Pennsylvania, as required by law.  Written notice of any proposed amendment shall be mailed to each member of the Board of Directors not less than fifteen (15) days prior to any meeting at which such proposed amendment is to be considered, unless waived by a two-thirds vote of the Board.

ARTICLE VI - Purposed Clause

Section 1
To establish and preserve the literary, civic and patriotic heritage of both the ancestry and descendants of Edward and Eleanor Foulke and their friends and associates by the collection of past and present accounts and evidence of their literary, civic and patriotic activities and, in commemoration, reunions with its membership; and to otherwise perform according to the Laws of the Commonwealth of Pennsylvania all acts to further this purpose including the purchase, lease, mortgage, sale and occupancy of real estate and to enter into contractual obligations to further these civic and patriotic purchases.
Section 2
The Association shall have the right to charge a fee or price for its services or products and may make an incidental profit, but all such incidental profits shall be applied to the maintenance and operation of the lawful activities of the association, and in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the association.
Section 3
The association is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, to foster national and international amateur sports competition (but only if no part of its activities involve provision of athletic facilities or equipment) or for the prevention of cruelty to children or animals, as specified in Section 501 (c) (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by an association exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954.  No substantial part of the association shall be carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided by Internal Revenue Code Section 501 (h), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
Section 4
In the event of dissolution, all of the remaining assets and property of the association shall after necessary expenses thereof be distributed to such organizations that shall qualify under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended or, to another organization to be used in such manner as in the judgment of the Commonwealth of Pennsylvania will best accomplish the general purposes for which the association is formed.
Section 5
The Association shall receive, in kind, gifts and contributions and shall receive gifts donated by its members and friends, but the association shall not, directly or indirectly, solicit money, gifts or grants of any nature from the public or public funds, nor shall the association in any way act as a charitable association under the laws of the Commonwealth of Pennsylvania.

Section last updated February 02, 2001
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