Bylaws: Friends of Midtown, Inc.

A Pennsylvania Not-for-profit Organization

Article I. Name

The name of the organization shall be Friends of Midtown (hereinafter referred to as FOM).

Article II. Mission

Friends of Midtown is organized exclusively for charitable and educational purposes and no part of the net earnings shall inure to the benefit of any member or individual.  Specifically, the mission of Friends of Midtown is to educate and engage the community through initiatives and charitable activities designed to spur Midtown Harrisburg’s progress as a vibrant, clean, safe and diverse urban community.

The organization will:

• Strengthen the intrinsic physical structures of community by promoting a pedestrian-scaled streetscape that is safe and clean.
• Stimulate Midtown's economic revitalization by encouraging small business growth that contributes to a more livable community and quality of life for all.
• Spark public participation through events and activities that celebrate Midtown's diverse culture and contribute to community well-being.

The organization shall serve the geographic area of Harrisburg from Forster Street to Maclay Street and Front Street to Seventh Street (hereinafter referred to as "Midtown").

Article III. Offices

The principal office of the organization shall be located in Midtown, Harrisburg, PA.

Article IV. Membership

Section 1. Membership shall be open to any individual or business who shares in the mission of FOM. Members shall be encouraged to participate fully in FOM's activities and events, including attendance at scheduled meetings, committee service, and volunteer opportunities.

Section 2. The levels of membership and dues for each level shall be outlined on the Membership Application Form. Levels of membership and dues are subject to periodic review and revision by the Board of Directors (hereinafter referred to as the Board). Each individual’s membership shall begin in the month in which the member’s completed membership application form and payment (in full) of annual membership dues are received and recorded in the membership roster. Each individual’s membership will expire after one year, at which time the member may renew his or her membership upon re-payment of membership dues. If the member does not renew his or her membership within one month, membership status and privileges will automatically cease.

Section 3. A general meeting shall be held at least annually and special meetings shall be held as desired. The Board shall set the agenda for these meetings and shall give written notice to the membership a minimum of three weeks in advance. Decisions on matters presented by the Board for vote shall be based on a simple majority vote of those present at the meeting, provided they are members in good standing. Members in good standing shall be understood to be those who have paid annual dues, in full, at least one week prior to the meeting. Each member in good standing shall be entitled to a single vote, in person, on each item presented for vote.

Section 4. The purpose(s) of the general meetings shall be:

• To announce the members of the Board and Officers
• To receive a general report from the President, reviewing the past year and outlining future plans
• To present a financial report, if pertinent
• To conduct other business presented by the Board

Members cannot submit business from the floor, but should present any proposals or concerns to the President or Vice-President for consideration at least two weeks prior to any meeting.

Section 5. Any member in default regarding payment of dues may be suspended from the privileges of membership and shall be considered a member not in good standing. Notification to the member will be provided in writing by the Treasurer. If after notification the default is not amended within thirty days, membership may be terminated.

Section 6. Any member whose conduct is deemed by one or more Board members to be deleterious to FOM and its mission, may be removed from membership by a two-thirds vote of the Board, as defined in Article V., Section 2. The member shall have first been notified in writing of the claims made against him or her, shall have been given an opportunity to defend himself or herself, and produce witnesses, if any, and to be heard at the next scheduled Board meeting at which the vote is taken.

Article V. Board of Directors

Section 1. The business and affairs of FOM shall be managed by its Board of Directors. The board shall be composed of a minimum of three members and shall reflect at least a two-thirds composition of Midtown Harrisburg residents, business owners and property owners at all times. Should a vacancy occur on the Board that results in less than the specified composition of residents, business owners and property owners in Midtown Harrisburg, the Board shall have three months to amend the situation.

Members of the Board shall be chosen by the Board via a slate of candidates presented by the Nominating Committee. Candidates intended to either expand or fill vacancies on the Board shall hold membership in the basic category or higher, and shall be members in good standing as defined in Article IV., Section 3. The Nominating Committee shall interview prospective candidates by means of a Board-approved list of questions, and shall present its recommendations to the Board to be put to a vote.

Section 2. In order to conduct business, including the acceptance or passing of resolutions, a quorum must be present. A quorum for votes put to the Board shall constitute fifty-percent plus one Board member. The President of FOM shall have veto rights, which rights can be overturned by a two-thirds vote of the entire Board.

Section 3. The responsibilities of the Board shall be:

• To meet at least six times each year
• To arrange a meeting for the general membership at least annually
• To formulate plans, establish policies, and articulate positions for FOM consistent with its mission
• To approve new initiatives, track their progress, and evaluate their success
• To elect annually a President, Vice-President, Secretary, and Treasurer
• Monitor compliance with FOM's Conflict of Interest Policy attached hereto and incorporated by reference.

The Board may suggest the addition of an item(s) to a meeting agenda and shall have the right to petition for its inclusion according to the procedural guidelines adopted by the Board.

Section 4. Initial Board members shall hold their positions for a term of two years and are eligible to serve successive two-year terms. If a vacancy occurs for any reason, the Board may choose a successor who shall serve the unexpired term for which the vacancy occurred. The successor also shall be eligible to serve consecutive two-year term or terms.

Section 5. An unproductive Board member shall be defined as any Board member missing three consecutive Board and/or Committee meetings without prior communication of his or her inability to attend, which absences shall result in automatic dismissal. Termination of a Board member may also occur by a Board-approved resolution and shall follow the procedures outlined in Article IV., Section 6.

Article VI. Officers

Section 1. The executive officers of FOM shall be chosen by the Board from among the members of the Board, and shall include a President, Vice-President, Secretary and Treasurer. Each shall serve for a term of one year and shall perform such duties as provided by the Bylaws and as may be assigned by the Board. Each officer is eligible to serve a consecutive term or terms.

Section 2. Any officer may be removed by the Board whenever, in its judgment, the best interests of FOM will be served thereby, in accordance with the procedures outlined in Article IV., Section 6.

Section 3. The President shall be selected by and from the Board and shall be the chief officer of FOM. He or she shall:

• Set the agenda for and preside at all meetings of the Baard and of the members
• Exercise general and active management of the affairs of FOM
• See that all orders and resolutians of the Board are put into effect, subject to the right of the Board to delegate specific powers to any other officer or officers of FOM, except as may be exclusively conferred an the President.

Section 4. The Vice-President shall be selected by and from the Board. He or she shall act in all cases for and as the President in the latter's absence or incapacity. He or she also shall be in charge of membership, including appointing Board members and general members to the Membership Committee, which the Vice President shall chair.

Section 5. The Secretary shall be selected by and from the Board. He or she shall attend all meetings of the Board as well as the annual meeting of the general membership, and shall record all the votes of FOM and the minutes of its proceedings in a book maintained for that purpose. He or she shall give notice of all meetings of the Board, and shall perform other duties assigned by the Board or by the President, under whose supervision he or she shall be. In the Secretary's absence, the President may delegate another Board member to record minutes.

Section 6. The Treasurer shall be selected by and from the Board. He or she shall keep accurate accounts of dues, receipts, and disbursements pertaining to the organization, and shall keep the moneys of the organization in a separate account bearing the name of FOM, for which he or she, the President, and one other officer shall be authorized signataries. He or she shall be responsible for the collectian and documentatian of membership dues. He or she shall disburse the funds of FOM as may be ordered by the Board, given the proper documents for such disbursements, and shall provide to the President and the Board, at the regular meetings of the Board, and whenever requested by them, an account of all Treasurer transactions and of the financial conditian of FOM.

Section 7. The corporation shall indemnify its Board and its officers against judgments, fines, amounts paid in settlement and reasonable expenses and cost, including attorneys fees, in connection with any claim asserted against the leader and officers by action in court or otherwise, by reason of the fact that such person was a leader or officer of the corporation and acting in good faith for a purpose which such person reasonably believed to be in the best interest of the corporation, and not unlawful.

Article VII. Committees

Section 1. There shall be seven standing committees:

Section 2. A simple majority of the members of a committee shall constitute a quorum at any meeting of the committee. The Chairperson of each committee shall report back to the Board on the matter(s) within that committee's jurisdiction.

Section 3. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law.)

Section 4. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Article VIII. Board of Advisors

Section 1. At the discretion of the Board, a Board of Advisors may be established. Members of the Board of Advisors shall be appointed by the Board of Directors and shall serve by mutual consent with the Board of Directors.

Section 2. The Board of Advisors shall consist of distinguished alumni or friends of FOM in the Harrisburg, PA area who have shown an exemplary commitment to FOM and shall be overseen by the President.

Section 3. The purposes of the Board of Advisors will be to advise the Board of Directors regarding FOM’s activities when called upon by the Board or President, toward the ongoing fulfillment of FOM’s Mission. The president shall call a meeting with the Board of Advisors at least twice a year.

Section 4. Each term of office on the Board of Advisors shall be three (3) years. An Advisor may be re-elected and serve consecutive terms.

Article IX. Fiscal Year

The fiscal year of the organization shall commence on the first day of September and end on the last day of August. A report of the organization's activities may be prepared annually if the Board so desires, and sent to such individuals as the Board shall determine.

Article X. Amendments

The Board may alter, amend, suspend, or repeal these Bylaws at any regular or special meeting called for that purpose by an affirmative vote of two-thirds of the Board members. Proposed amendments should be given to the President three weeks in advance of a meeting, with a copy to the Secretary for recording with the minutes. Written notice of all meetings and proposed amendments shall be given to the full Board a minimum of two weeks in advance of a meeting.

Article XI. Dissolution

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such a manner or to such organization or organizations organized and operated exclusively for charitable, or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine.  Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.

Last revised July 28th, 2007