Officers of the Penland Historical Society, Inc.

2008 - 2009 Officers
    President.........Charles E. Penland < >
     Vice President... Vacant
      Secretary..........  Vacant
      Treasurer........(acting)   Charles Penland, (new members &
                             renewals} send dues to:  15612 Echo Lane,
                             Selma, Texas   78154 
Web-Site Manager..Charles E. Penland  < >

      Charles  E.  Penland ............ < >       
      Talmage  Penland (Legal Advisor)..< >                                    

The Officers of the Penland Historical Society, Inc.  operate in accordance with
the following By-Laws which were reaffirmed and approved on 31 May 2010 by
the current Board of Directors.                                                                  


Meeting of Members
Section 1.  The annual meeting of the corporation shall be held in July of each year, with the date to be set by the President and the Secretary.  Notice of the meeting shall be given in writing as provided in the by-laws.   Recognizing that an annual meeting may not be possible on a face-to- face basis, the President & Secretary may set the meeting to be conducted by using  e-mail or by using the U. S. mail.  Therefore, the term “Annual Meeting”, “Member Meeting”, and other “Meetings”  for any other purpose means contact by mail and/or e-mail, if it’s not possible for a usual meeting.

Section 2.  Special meetings of the members of the corporation may be called by the President or by twenty (20) members of the corporation, but at least thirty (30) days’ notice in writing shall be given each member. The notice  will be mailed to the last known address of each member and will specify the purpose for which the meeting is called.

Section 3.  At all meetings of the members, whether in person,  or                   
         use of e-mail and the U.S. mail, each member shall be entitled to one
         vote, which vote may be personal or through proxy duly authorized in
         writing and signed by the member.

Section 4.  A quorum shall consist of at least 20 members, either
         personally present, represented by proxy, or responding to a written
         report from the President. 

Section 5.  Descendents of Penlands and those related to them by
         blood or marriage are eligible to join the Society and may do so upon
         payment of the dues stated in this instrument.

Section 1.  All the powers of the corporation shall be vested in, and exercised by the directors thereof at meetings thereof, except such powers as may be exercised by an officer or agent of the corporation by virtue of authority vested in him by these By-Laws or by act of the directors of the corporation.
Section 2.  The officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and a Web-Site Manager.  Also, such other officers as the corporation may from time to time decide to elect.  All the said officers shall be elected at the annual meeting of the directors to serve for one year or until their successors are elected and qualified.  All officers must be members of the corporation.
Section 3.  Vacancies occurring among the officers shall be filled by the directors at regular or special meetings.
Section 4.  The President of the corporation shall be the chief executive officer thereof.  He shall preside at all meetings of the corporation, shall appoint all committees, unless otherwise directed, and shall have general supervision and oversight of all the activities of the corporation.
Section 5.  The Vice-President of the corporation shall perform the duties of the President in the absence of the President.
         Section  6.  The Web-Site Manager is responsible for operating the corporation’s Internet Web-Site in a timely, informative and accurate manner.   He/she has the authority to determine the appropriateness of each item published, and should do so, keeping in mind any general and/or specific directions and/or guidance given by the President.  At the end of each quarter, the Manager will make a copy of appropriate pages of the Web-Site and mail them to the small number of members who do not have Internet access. 

Section 7.  The Secretary of the corporation shall have control of the records of the corporation and of the corporate seal thereof.  He or she shall keep a record of all corporate meetings and records of all corporate transactions.  It shall be his or her duty to prepare and submit to each annual meeting of the corporation a budget for the activities of the corporation for the following year.  He or she shall also prepare and submit to each annual meeting a full and complete report of the activities of the corporation for the preceding year.  He or she shall be authorized to employ agents and other employees of the corporation needed for carrying on the various activities  thereof.  He or she is also authorized to carry on campaigns, having for their purpose the securing of funds and donations to the corporation to enable it to carry on its various activities.  The Secretary or President may authorize the payment of necessary and reasonable expenses incurred by members or officers in promoting the purposes of the corporation; but no member, director or officer shall be paid a salary or wages whatsoever.
Section 8.  The Treasurer of the Corporation shall be the custodian of the funds thereof and may disburse the same for purposes authorized by the budget and within the limits imposed by the budget upon statements approved by the Secretary or the President.  The Treasurer is authorized from time to time to place in the hands of the Secretary funds to enable him or her to carry on specific activities of the corporation within the limits authorized by the budget.  Funds of the corporation shall be deposited only in depositories approved by the directors.
Section 9.  No officer, director or member shall be paid any salary or wages for work performed for the corporation.
Section 10.  Any officer may be removed at any time by the affirmative vote of two-thirds of the members present and/or voting, or by proxy at a regular or called meeting, subject to quorum requirements, for any reason considered sufficient by said members;  provided, however, no member shall serve as president for more than three (3) consecutive one-year terms and thereafter shall not be eligible to serve as president again until he has been out of the office as president for at least one term.
Section 11.  The election of officers shall be accomplished as follows: 
Acting as a nominating committee, the Officers of the Corporation, during the first week of November each year will provide a slate of potential new officers for the following year, for the members’ consideration.   Members may make other nominations.   After considering  these other nominations, by 30 November,  the Board of Directors will announce the list of new Officers for the following year.

Section 1.  Amendments to these by-laws may be made at any regular or special meeting of the directors, but amendments of the by-laws at a special meeting shall only be made in those cases where notice of the proposed amendment has been included in the notice of the meeting.  Amendment shall be made only by affirmative majority vote of the directors or by proxy.

Section 1.  The president shall appoint such committees as he shall on his own motion determine or which he shall be instructed by a majority vote of the members to appoint.

Section 1.  Necessary expenses for the operation of the corporation shall be paid from the income of the corporation.
Section 2.  Initial expenses for organizing and promoting the purposes of the corporation shall be paid from initial donations made for that purpose.
Section 3.  The officers are authorized to maintain such bank accounts as shall be determined by them to be necessary.

Section 1.  The number of directors will be nine. {five of which are the current President, Vice President, Secretary, Treasurer & the Web-Site Manager} 

Corporate Seal
Section 1.  The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

Section 1.  The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, the by-laws of the corporation; provided, however, that any such changes shall be in compliance with the Articles of Incorporation and shall not violate any of its provisions, and provided further that the Board of Directors shall have no power to change the quorum for meetings of the Board of Directors.

Section 1. New Annual membership Cards will be sent to each Member as their membership renewal date passes.  The dues for the next year are to be paid to the Treasurer at that time.   Annual dues are:  Ten Dollars ($10.00) per individual or Fifteen Dollars ($15.00) for a family (includes spouse and dependents), founding members Thirty-five Dollars ($35.00); sustaining members, Fifty Dollars ($50.00); life member, Five Hundred Dollars ($500.00).  (No annual dues shall be required after life member payment).