Member Resources

ASSOCIATION FOR PRESERVATION TECHNOLOGY/DELAWARE VALLEY CHAPTER BYLAWS

ENACTED MAY 22, 2024

I. Introduction

This Chapter of the Association for Preservation Technology International (hereinafter APT International) is established under Article XI of the APT International Bylaws. The Chapter is organized to promote the interchange of ideas and knowledge concerning preservation technology and to further the goals of APT International. The Chapter is intended to serve the needs of interested persons throughout Pennsylvania, southern New Jersey, and northern Delaware. The full name of the Chapter is Association for Preservation Technology/Delaware Valley Chapter, abbreviated APT-DVC.

II. Membership

A. Membership in the Chapter is open to any persons who are interested in preservation technology.

B. Officers of the Chapter (as defined in Article V) are required to be members of APT International. Members of the Chapter are also encouraged to be members of APT International.

C. Membership in good standing requires the payment of annual or lifetime membership dues.

D. Members are persons who have paid membership dues for the current year, or lifetime membership dues.

E. Terms of Membership:

1. The term of membership shall be one year from the payment of membership dues, except for those who become Life Members of the Chapter.

2. Memberships are not transferable, except as permitted by membership policy adopted by the Board of Directors.

3. Members shall provide a payment method for annual membership dues to be automatically renewed, except for Members who specifically request alternative payment arrangements.

F. Removal from Membership:

1. The Board of Directors may remove a Member of the Chapter for cause pursuant to a procedure adopted by the Board of Directors. Membership shall cease immediately upon the affirmative vote of two-thirds of the Board of Directors.

2. Members, other than Life Members, who have not renewed payment of annual membership dues shall be removed from Chapter membership in accordance with the membership policy adopted by the Board of Directors.

G. Membership categories, dues, and benefits shall be in accordance with the membership policy adopted by the Board of Directors.

III. Board of Directors

A. The control of the Chapter shall be in the hands of the Board of Directors.

B. The Board shall be composed of nine to fifteen Directors, not counting any ex-officio members.

C. The number of Directors to compose the Board shall be determined by two-thirds majority vote of the Board of Directors.

D. Qualifications of prospective Directors shall be presented to the general membership prior to election or appointment to the Board of Directors.

E. Elected Directors:

1. Directors shall be elected for a three-year term, beginning and ending with the Annual General Meeting of the Chapter membership.

2. At the conclusion of the first three-year term, a Director in good standing may choose to serve a second three-year term, subject to two-thirds majority vote of the Board of Directors.

3. Directors may serve for no more than two consecutive elected terms, at the end of which Directors may only return to the Board after an absence of at least one year.

F. Ex-Officio Members: The immediate past Chair shall be an ex-officio member of the Board of Directors for at least one year, and no longer than the term of his or her successor as Chair.

G. Appointed Directors:

1. The Board may, by a two-thirds majority vote, appoint Directors to fill unexpired terms of Directors who are removed or resign from the Board.

2. Directors appointed to fill unexpired terms shall serve until the next Annual General Meeting. If an appointed Director wishes to continue serving on the Board beyond the Annual General Meeting following his or her appointment, he or she must stand as a candidate for election.

H. Removal of Directors: A Director may be removed from the Board for cause by a two-thirds majority vote of the remaining members of the Board of Directors.

I. Meetings of the Board of Directors:

1. One or more Directors may participate in a meeting of the Board through telephone or video conferencing technology that allows all participants to hear each other.

2. Any action taken at a meeting of the Board of Directors or of a committee of the Board may be by written consent in the form of draft meeting minutes that Directors are provided no fewer than seven days to review before the draft meeting minutes become final.

3. At any meeting of the Board of Directors at which a quorum is present, whether in person or by telephone or video conference, the vote of a majority of those present shall decide any matter except as otherwise provided by these Bylaws.

4. The majority of the number of Directors plus one shall constitute a quorum.

5. Any action required or permitted to be approved at a meeting of the Board of Directors may be approved without a meeting by electronic voting, if consent to the action in record form is received in writing from a two-thirds majority of Directors in good standing at the time the action is put to a vote.

J. The Board of Directors shall meet at least quarterly but preferably not less than monthly.

K. Special meetings of the Board of Directors may be called by a minimum of three Directors.

1. Special meetings shall take place not less than ten days after the call for the meeting has been delivered to the full Board of Directors.

IV. Election to the Board of Directors

A. Nomination to the Board of Directors shall be open to any Member in good standing of the Chapter who has the support of three other Members in good standing of the Chapter.

B. The Board of Directors, except the Chair, shall act as the Nominating Committee.

C. The Nominating Committee shall validate nominations received from the general membership and shall nominate additional Members in good standing of the Chapter as required to present a slate of candidates at least equal to the number of open Director positions, and preferably greater to ensure a competitive election.

D. Candidates shall provide a resume and statement of intent to the Nominating Committee for distribution to the general membership for voting purposes a minimum of thirty days prior to the Annual General Meeting.

E. Directors shall be elected to fill open positions by plurality of voting Members in good standing of the Chapter.

1. Voting shall be conducted by secure electronic means prior to the Annual General Meeting.

2. The results of the election shall be confirmed by a majority vote of Members in good standing of the Chapter present at the Annual General Meeting.

3. If the results of the election are not confirmed at the Annual General Meeting, the Board of Directors shall either confirm the results at the next meeting of the Board of Directors or recall the election and hold a special election to fill open Director positions.

V. Officers of the Board of Directors

A. There shall be four Officers of the Board: Chair, Vice Chair, Secretary, and Treasurer.

B. The Chair, as the chief executive officer of the Chapter, shall have general supervision of the affairs of the Chapter and shall normally preside at all meetings.

1. In the absence of the Chair, the Vice Chair shall be next in succession, followed by the Secretary and the Treasurer.

2. In the event that the Chair cannot continue in office, the Vice Chair shall assume the Chair position for the duration of the term of office.

3. In the event that the Vice Chair, Secretary, or Treasurer cannot continue in office, the Board of Directors may appoint a Member in good standing of the Chapter to fill only the unexpired term of office.

C. The Secretary shall be responsible for keeping and maintaining Chapter records including meeting minutes, the Chapter Bylaws, and copies of the Treasurer’s annual financial reports.

D. The Treasurer’s responsibilities shall be as described in Article VII, Finances, below.

E. Nomination of Officers:

1. Nomination to an Officer position other than the Chair shall be open to any Director.

2. A nominee to the Chair position must have served on the Board of Directors for at least two years prior to his or her nomination.

3. In the event that no Director petitions for an open Officer position, the retiring officers shall solicit nominees from the general membership.

4. To maintain continuity of leadership on the Board of Directors, a candidate for an Officer position ideally shall be willing to continue in that office, subject to annual re-election, for the duration of his or her term as Director.

F. Election of Officers:

1. Officers shall be elected by plurality vote of the Board of Directors at the meeting immediately prior to the Annual General Meeting.

2. Elections of Officers shall be announced at the Annual General Meeting or electronically within 30 days thereafter.

3. Officers shall assume their offices at the first Board of Directors meeting after the Annual General Meeting and shall serve until the following Annual General Meeting.

4. Retiring Officers shall deliver all funds, vouchers, books, and papers of the Chapter to the new Officers within thirty days of the Annual General Meeting.

G. Removal of Officers:

1. The Board of Directors may remove an Officer for cause pursuant to a procedure adopted by the Board of Directors. The removed Officer’s membership on the Board of Directors shall cease immediately upon the affirmative vote of two-thirds of the Board of Directors.

2. Officers of the Board of Directors who are removed from membership in the Chapter for non-payment of dues in accordance with membership policies adopted by the Board of Directors shall also be removed from office without further notice.

VI. Meetings of the Membership

A. Meetings of Chapter membership shall be held at such places designated by the Board of Directors, and not less than once per year.

B. Special meetings of Chapter membership may be called by majority vote of the Board of Directors.

C. The Board of Directors shall notify all Members in good standing of all meetings.

D. The Annual General Meeting shall include presentation of election results for Directors and Officers, the annual report of the Chapter to APT International, and the Treasurer’s annual financial report.

E. Members in good standing of the Chapter have the right to attend all meetings, including meetings of the Board of Directors.

1. Members who are not on the Board of Directors in attendance at a Board of Directors meeting will have no vote.

F. Meeting dates for each calendar year will be provided along with contact information for the Board of Directors.

VII. Finances

A. The Chapter shall be supported by dues paid by the Members as well as income from technical programs, events, and other sources consistent with the Articles of Incorporation.

B. The Treasurer shall keep proper books of account with respect to:

1. All sums of money received and expended by the Chapter.

2. All sales and purchases by the Chapter.

3. All the assets and liabilities of the Chapter.

4. All other transactions affecting the financial position of the Chapter.

5. Filings of the Chapter to the Internal Revenue Service.

C. The Officers may select, with the approval of the Board of Directors, a paid bookkeeper to assist the Treasurer in the production of annual and other reports necessary for IRS filings.

D. Upon written request from APT International, the Board of Directors may authorize the Chapter to promote an event as sponsored or co-sponsored by APT International. The APT International name or logo shall not be used in Chapter communications without authorization from APT International.

E. The fiscal year shall be the calendar year.

F. All Chapter funds shall be deposited and maintained in an account in a commercial bank.

G. Checks shall be signed by the Chair or Treasurer.

H. Transactions over two hundred dollars shall be approved by the Board of Directors.

I. Contracts shall be signed by the Officers designated by the Board of Directors for that purpose.

J. Remuneration:

1. The Directors and Officers shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office.

2. Subject to approval by the Board of Directors, a Director may be reimbursed, or the Chapter may make payment on behalf of a Director, for expenses properly incurred in the fulfillment of Board duties.

3. Reimbursement shall be made for approved expenses upon receipt by the Treasurer of an itemized and receipted list of such expenses.

K. The Treasurer shall prepare a financial report at the end of each fiscal year and present this report to Chapter membership at the Annual General Meeting.

VIII. Dissolution

A. Dissolution of the Chapter may only occur at a special meeting of Chapter membership called for that purpose. The entire membership of the Chapter shall have been notified of the time, place, and purpose of such a meeting at least fifteen days in advance of the meeting. Dissolution of the Chapter may take place only by the approval of a two-thirds majority of Members in good standing of the Chapter present at said meeting.

B. In the event of the dissolution of the Chapter, all remaining assets of the Chapter will be distributed to organizations qualified under Section 501(c)3 of the Internal Revenue Code.

IX. Repeal and Amendment

A. All amendments, alterations, and repeals of these Bylaws shall be voted upon by Members in good standing of the Chapter for a formal enactment by the Board of Directors.

B. Members in good standing of the Chapter shall receive a written description of the proposed change(s) to the Bylaws prior to voting.

C. Electronic voting by Members in good standing of the Chapter shall be completed within a period of no more than ten days.

D. The Board of Directors may enact the amendments, alterations, or repeals of the Bylaws upon approval by majority vote of Members in good standing of the Chapter. The formal enactment of the approved amendments, alterations, or repeals of the Bylaws shall be finalized by a two-thirds majority vote by the Board of Directors at any meeting of the Board of Directors at which a quorum is present.

X. Committees

A. Committees other than the Nominating Committee may be established as the Board of Directors considers necessary. Committees shall be composed of at least one Director and any number of Members in good standing of the Chapter.

B. Each committee shall have a designated Chair, who shall be a Director in good standing. The designated Chair shall appoint an acting Chair, who need not be a Director, if the designated Chair is unable to attend a meeting of the committee.

C. The majority of Members appointed to a committee will constitute a quorum for that committee to act.

XI. Indemnification

A. Each Director will be indemnified and held harmless by the Chapter for actions taken by other members of the Chapter.

B. Unless it can be proven that a Director knowingly created a substantial risk for the Chapter or did not “act in good faith,” no Director will be personally liable for damages against the Chapter.

C. “Acting in good faith” shall be interpreted as meaning taking actions which are in the best interest of Chapter based upon the known facts at the time of said action(s).

D. Provisions will be maintained for the purchasing of Directors’ and Officers’ liability insurance.