Constitution

Approved by a unanimous vote of Council, April 14, 1984; adopted on October 13, 1984, in Pottstown, Pennsylvania at the Fifty-third Annual Meeting.1

I. Purpose

The purpose of the Pennsylvania Historical Association shall be to promote interest in, reading of, or study of Pennsylvania history, especially as it relates to the larger context of American and world history.  To achieve this purpose, the association shall engage in a variety of pertinent activities, including publishing materials and holding meetings of a scholarly nature.

II. Membership

  1. The association shall be composed of active, institutional, and honorary members.
  2. Any person interested in the history of Pennsylvania may be enrolled as an active member upon application to the business secretary and payment of dues.
  3. Any organization interested in the history of Pennsylvania may be enrolled as an institutional member upon application to the business secretary and payment of dues.
  4. Honorary membership may be conferred upon not more than two persons in any one year in recognition of achievement or of services rendered to the association.  Nomination by the council and a two-thirds vote of the members present at any regular meeting of the association shall be required for election.  Honorary members shall not be required to pay dues but shall not have the right to vote unless they are also active members.
  5. The council shall classify both active and institutional members into one or more categories and determine the fees or dues payable by each.
  6. All dues shall be payable in advance, and members failing to remit their dues for three months after they become payable shall be dropped from the rolls.2

III. Officers and Government

  1. The officers of the association shall be a president, a vice president, a recording secretary, a business secretary, a treasurer, an editor of the journal, and an editor of the pamphlet series.3
  2. The officers, other than the editors and the business secretary4, shall be elected at an annual meeting of the association for terms of two years, commencing the first day of January5. The council shall arrange for staggered terms for the elected officers.
  3. In the event of a vacancy among the elected officers, the council shall make an appointment for the unexpired term.
  4. The council shall elect the editors and the business secretary4, who shall serve at its pleasure.
  5. The government of the association shall be vested in a council composed of the officers, fifteen elected members, the immediate past president6, one member representing the Pennsylvania Historical and Museum Commission (or its successor), and one member representing the Pennsylvania Federation of Historical Societies (or its successor).  The fifteen elected members shall be chosen for terms of three years; five shall be elected at each annual meeting.  After having served two full terms, none shall be reelected until at least one year has elapsed.  The council shall determine the manner in which representatives from the Pennsylvania Historical and Museum Commission and the Pennsylvania Federation of Historical Societies are chosen; these members shall serve for terms of three years and may be reappointed.
  6. The president, or in the absence of that officer the vice president, shall preside at all business meetings of the association, the council, and the executive committee.  The president shall appoint all members of committees established by the council.
  7. The recording secretary shall keep the minutes of the association, of the council, and of the executive committee; shall insure the preservation and maintain an inventory of the association’s records; and shall prepare a report of the annual meeting.  The business secretary shall send notices, collect dues, distribute the association’s publications, keep a list of current members, and maintain an inventory of the association’s possessions.7
  8. The treasurer shall have the custody of all moneys belonging to the association and shall pay them out only as authorized by the budget and as directed in writing by the president, the vice president, the business secretary, or the editors.  The treasurer may be required by the council to give bond in such sum as it shall determine for the faithful performance of his or her duties.  The treasurer shall keep an account of income and expenditures and shall report at each meeting of the council and at the annual meeting of the association.8
  9. The journal editor shall edit and publish the journal of the association. The series editor shall edit and publish the Pennsylvania History Studies Series and other publications of the association as determined by the council.  Each editor shall have the advice and counsel of an editorial board; the size and length of terms of the two editorial boards shall be determined by the council.  With the approval of the council, the editors may appoint one or more assistant or associate editors, who shall serve at the council’s pleasure. The journal editor shall also have the assistance of a book review editor, who shall be appointed by the council and serve at its pleasure.9
  10. The president, vice president, secretaries, treasurer, and the immediate past president10 shall constitute an executive committee empowered to make recommendations to the council and also to make necessary decisions when the council is not in session.  Three members shall constitute a quorum for the transaction of business.  The president shall report to the next meeting of the council any action taken by the executive committee.  The president may invite other persons to attend meetings of the executive committee, at which they shall have voice but no vote.11
  11. The president and treasurer shall present a proposed budget to the executive committee, which shall recommend a proposed budget to the council each year.  The council shall adopt a budget for the following calendar year at each meeting coinciding with the annual meeting.12
  12. The council is authorized to adopt such standing rules as it deems necessary and proper for the good of the association, and also to amend or repeal the same.
  13. Limitation of Liability. A councilor of this Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless the councilor has breached or failed to perform the duties of his or her office under Section 8363 of the Pennsylvania Director’s Liability Act, as from time to time amended, or any successor provision, and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.  This provision shall not apply to the responsibility or liability of a councilor pursuant to any criminal statute or the liability of a councilor for the payment of taxes pursuant to local, State or Federal law.  This Section 13 shall be applicable to any action taken or any failure to take any action on or after January 27, 1987.13
  14. Indemnification. The Corporation shall indemnify any officer or councilor (or employee or agent designated by majority vote of the Council to the extent provided in such vote) who was or is party or is threatened to be made party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (including action by or in the right of the Corporation) by reason of the fact that he or she is or was a councilor or officer (or employee or agent) of the Corporation or is or was serving at the request of the Corporation as a councilor, officer (or employee or agent) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses including attorneys’ fees, judgments, fines and amounts paid in settlements actually and reasonably incurred by him or her in connection with such action, suit, or proceeding.  Officers and directors of subsidiaries of the Corporation shall be deemed to be persons acting as an officer or director of another corporation at the request of the Corporation.  Indemnification pursuant to this Section shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.  Expenses incurred by an officer, councilor, employee or agent purportedly indemnified by this Section in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on the behalf of such person to repay such amount if it shall ultimately be determined by a court to have constituted willful misconduct or recklessness. Expenses incurred by an officer, councilor, employee or agent purportedly indemnified by this Section in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on the behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 14 shall continue as to a person who has ceased to be a councilor, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. This Section 14 shall not be effective with respect to any action, suit or proceeding commenced prior to January 27, 1987.14
  15. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a councilor, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under provisions of this Article.  Furthermore, the Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations referred to in Section 14 hereof.15

IV. Meetings

  1. The association shall hold an annual meeting at such time and place as the council shall determine.  Special meetings may be called by the council.  Notice of all meetings of the association shall be mailed to all members at least ten days before the date of the meeting.  Ten members shall constitute a quorum for the transaction of business, but a smaller number may adjourn to another time and place.  An institutional member may authorize in writing one delegate to cast its vote.
  2. The council shall hold an annual meeting at the time of the annual meeting of the association and such other stated meetings upon the written request of the president or of three members of the council.  Seven members shall constitute a quorum for the transaction of business, but a smaller number may adjourn to another time and place.  A voting member absent from two consecutive meetings of the council without having requested a formal excuse that the council has accepted16, shall forfeit membership, and the council may elect a successor to complete the unexpired term.

V.  Association Records

  1. Officers of the association and its committees shall turn over to their successors or to the recording secretary17 all records that are properly the property of the association.
  2. The council is authorized to provide for the preservation of the noncurrent records of the association or for any gifts of library, archival, or museum items by transferring them to the Pennsylvania Historical and Museum Commission, the Pennsylvania State Library, or their successors.

VI.  Dissolution

  1. In the event of dissolution of the association, its remaining assets, after payment of all liabilities, shall be distributed to another organization or organizations having a similar educational purpose and having qualified as an exempt organization or organizations under Section 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as determined by the council or by the Court of Common Pleas of the county in which the business secretary of the association at the time resides.

VII.  Amendments

  1. Amendments to this constitution may be proposed by a two-thirds vote of the council and, after being mailed to all voting members at least ten days in advance of the meeting at which they are to be considered, may be ratified by a two-thirds vote at an annual meeting of the association.

VIII.  Ratification

  1. This constitution shall become effective when approved by a two-thirds vote of the council and ratified by a two-thirds vote of the membership at an annual meeting.

[Revised to Reflect Amendments through 2014]

Footnotes

  1. Approved by a unanimous vote of Council, April 14, 1984; adopted on October 13, 1984, in Pottstown, Pennsylvania at the Fifty-third Annual Meeting.
  2. Amended to read “three months” [original wording: “six months”]; approved by Council, April 26, 2014, and adopted on November 8, 2014, in Philadelphia, Pennsylvania, at the Eighty-third Annual Meeting.
  3. Editor of pamphlet series added by amendment; approved by Council, April 27, 2002, and adopted on October 18, 2002 in Millersville, Pennsylvania, at the Seventy-first Annual Meeting; at the same time, the word “editor” was pluralized to “editors” in following Sections II-2 and II-4.
  4. The words “and the business secretary” added by amendment; approved by Council, April 30, 1994, and adopted on October 15, 1994, in Lebanon, Pennsylvania, at the Sixty-third Annual Meeting. See also footnote 2 above.
  5. Amended to comply with Standing Rule 18, the words “commencing the first day of January” added and “They shall serve until their successors are elected” removed; approved by Council, April 26, 2008, and adopted on October 18, 2008, in Bethlehem, Pennsylvania, at the Seventy-seventh Annual Meeting.
  6. Amended to include “the immediate past president” as a voting member of council and to remove “The past presidents of the association shall have a voice in the deliberation of the council, but no vote.” Approved by Council, April 24, 2010, and adopted on October 16, 2010, in Selinsgrove, Pennsylvania, at the Seventy-ninth Annual meeting.
  7. The phrase “shall insure the preservation and maintain an inventory of the association’s records” added to recording secretary’s duties by amendment; approved by Council, April 27, 2002, and adopted on October 18, 2002, in Millersville, Pennsylvania, by the Seventy-first Annual Meeting; at the same time these responsibilities were removed from the list of the business secretary’s duties.
  8. Amended to pluralize “editors” and remove gendered language; approved by Council, April 27, 2002, and adopted on October 18, 2002, in Millersville, Pennsylvania, by the Seventy-first Annual Meeting.  Amended to include “the vice president”; approved by Council April 29, 2006, and adopted on October 20, 2006, in Philadelphia, Pennsylvania, by the Seventy-fifth Annual Meeting.
  9. Amended to include pamphlet editor and book review editor; approved by Council, April 27, 2002, and adopted on October 18, 2002, in Millersville, Pennsylvania, by the Seventy-first Annual Meeting.
  10. Amended to include “the immediate past president,” approved by Council, April 24, 2010, and adopted on October 16, 2010, in Selinsgrove, Pennsylvania, at the Seventy-ninth Annual meeting.
  11. Last sentence added by amendment; approved by Council, April 30, 1994, and adopted on October 15, 1994, in Lebanon, Pennsylvania, at the Sixty-third Annual Meeting.
  12. Amended to include “…the executive committee, which shall recommend a proposed budget to…”; approved by Council, April 27, 2002, and adopted on October 18, 2002, in Millersville, Pennsylvania, by the Seventy-first Annual Meeting.
  13. Section 13 added by amendment; approved by Council, April 16, 1988, and adopted on October 22, 1988, in Harrisburg, Pennsylvania, at the Fifty-seventh Annual Meeting. This section amended to read “his or her office”; approved by Council, April 27, 2002; adopted October 18, 2002, in Millersville, Pennsylvania, by the Seventy-first Annual Meeting.
  14. Section 14 added by amendment; approved by Council, April 16, 1988, and adopted on October 22, 1988, in Harrisburg, Pennsylvania, at the Fifty-seventh Annual Meeting. This section amended to read “he or she” and “him or her”; approved by Council, April 27, 2002; adopted October 18, 2002, in Millersville, Pennsylvania, by the Seventy-first Annual Meeting.
  15. Section 15 added by amendment; approved by Council, April 16, 1988, and adopted on October 22, 1988, in Harrisburg, Pennsylvania, at the Fifty-seventh Annual Meeting. This section amended to read “him or her” and “his or her”; approved by Council, April 27, 2002; adopted October 18, 2002, in Millersville, Pennsylvania, by the Seventy-first Annual Meeting.
  16. The words “without having requested a formal excuse that the council has accepted,” added by amendment; approved by Council, April 30, 1994, and adopted on October 15, 1994, in Lebanon, Pennsylvania, at the Sixty-third Annual Meeting.
  17. Amended to read “recording secretary” [original wording: “business secretary”]; approved by Council, April 30, 1994, and adopted on October 15, 1994, in Lebanon, Pennsylvania, at the Sixty-third Annual Meeting.