BYLAWS (ABBREVIATED)    DRAFT  March 19, 2016
Article I Name
Peterstown Preservation Group, Inc.; located in Peterstown, WV
Article II Corporate Purpose
Sec. 1. Nonprofit Purpose
Statement as required by IRS re charitable…. Purposes
Cannot engage in political activities; make money for members
If dissolved, must give assets for a similar purpose
Sec. 2. Specific Purpose
Rescue endangered local historic structures toward economical, educational, and cultural and historical benefit
a. Acquire and preserve structures, Terry building
b. Rehabilitate them for community use
c. Foster economic, educational, and cultural activities
d. Provide organization structure and oversight
e. Secure sufficient financial support to achieve objectives
Article III. Membership
Sec. 1. Eligibility for Membership
Voting membership open to any person who supports the purposes. Application form accepted and dues paid.
Sec. 2. Annual Dues
$25 per year
Sec. 3. Rights of Members
One vote per members in organizational elections and items presented from the Board of Directors
Sec. 4. Resignation and Termination
Members may resign in writing; membership may be terminated by majority vote of membership
Sec. 5. Non-voting Membership
Board may establish non-voting categories of members
Article IV. Meetings of Members
Sec. 1. Regular meetings held quarterly in March, June, Sept., Dec.
Sec. 2. Annual Meetings; elections of directors and officers, receive reports, discuss direction of PPG
Sec. 3. Special Meetings
May be called by Executive Committee (Officers and Standing Committee Chairs) with majority of Board; 25% of voting members
Sec. 4. Notice of Meetings
Printed notice given to each member at least one week prior to the meeting
Sec. 5. Quorum
Minimum 30% of active membership
Sec. 6. Voting
All issues presented by Directors decided by simple majority of those present
Article V. Board of Directors
Sec. 1. General Powers
Affairs of organization managed by Board of Directors. The Board shall have control of and be responsible for the management of the affairs and property of the organization.
Sec. 2. Number, Tenure, Requirements and Qualifications
Number fixed by Directors, at least 4 but no more than 9; will include the officers;
Directors approved by majority vote of those present, with a quorum of Board present
Directors must be dues paid members; office up to 3 terms, after first year term
Directors shall attend 6 meetings per year
Sec. 3. Regular and Annual Meetings
Annual meeting of Board also with monthly meetings; notice sent 5 days prior
Sec. 4. Special Meetings
May be called by 3 members of the Board
Sec. 5 Notice
Notice of special meetings shall be given; requires 2 days’ notice
Sec. 6. Quorum
Majority of Board members must be present
Sec. 7. Forfeiture
Any Director who fails to fulfill duties by Sept. 1 shall forfeit seat on Board
Sec. 8. Vacancies
Shall be filled by vote of remaining Directors.
Sec. 9. Compensation
No compensation for services as Director
Sec. 10. Informal Action by Directors
Action required by law without a meeting requires 2/3 written approval
Sec. 11. Confidentiality
Directors shall use discretion and good business judgment in discussions regarding the organization
Sec. 12. Advisory Council
Board may create a council of advisors to provide expertise, professional knowledge; non-members
Sec. 13. Parliamentary Procedure
Robert’s Rules of Order shall be the reference
Sec. 14. Removal
Any members of the Board or Advisory Council may be removed by ¾ votes of Board members.
Article VI. Officers
President, Vice-President, Secretary, Treasurer and Standing Committee Chairs serve as Executive Committee. All officers are active members of the Board.
Sec. 1. President
Presides at all meetings
General management and active management of Board business, bring resolutions of the Executive Committee to the Board, general superintendence and direction of officers, submit report of operations annually, and be Ex-Officio of all standing committees and power and duties usually vested in the President
Sec. 2. Vice-President
During the absence of the President, the VP shall be vested with the powers of President
Duty of chairing assigned committees, specifically Membership, and other duties determined by the Board.

Sec. 3. Secretary
Shall attend all meetings of Advisory Council, Board of Directors, and meetings of members, and will act as clerk.
Record and maintain votes and minutes of proceedings
Help prepare agenda; send meeting notices
Perform official correspondence
Sec. 4. Treasurer
Accept and disburse funds of the organization
Submit monthly/requested report of income and expenditures; maintain accounts; assist audits
Sec. 5. Election of Officers
Nominating Committee, appointed by President, makes nominations at May Board meeting; nominations accepted from floor at that Board meeting
Election held at annual meeting in June by full membership
Officers commence duties, for 1 year, at the Sept. meeting; may succeed themselves in that office for 3 terms
Sec. 6. Removal of Officer
Board, with concurrence of ¾ of members voting, may remove Directors and elect successor
No officers may be expelled w/o opportunity to be heard
Sec. 7 Vacancies
Nominations committee recommends persons to fill vacancies that occur
Article VII Committees
Sec. 1. Committee Formation
Board shall create standing committees, to include Building Oversight, Finance, Membership, Programs and others. President appoints “other” chairs.
Sec. 2. Executive Committee
Four officers and Chairs of standing committees.
Sec. 3. Finance Committee
Treasurer is Chair of Finance Committee, plus two other Board members.
Responsible for developing/reviewing fiscal procedures, fundraising campaigns, budget with the Board
Article VIII. Organization Staff
There will be limited paid staff positions under the authority of the organization.
Article IX. Conflict of Interest and compensation
Sec. 1. Purpose
To protect the interest of PPG when contemplating business transactions that might benefit the private interest of an officer or director.
Procedures for addressing the conflict; resolution; record keeping
Required annual statement of understanding by Board; Periodic review of compliance
Article X. Indemnification
Sec. 1. General
Anyone serving organization, shall be indemnified by organization; allowance of legal expenses, purchase of insurance
Article XI. Books and records
Complete books and records of accounts and minutes shall be kept
Article XII. Amendments
Sec. 1. Articles of Incorporation
Incorporated non-profit; registered with the state.
Sec. 2. Bylaws
Board may amend Bylaws by majority vote at any meeting, with written notice.
Adoption of Bylaws
Signed by Directors