The Charles S. Peirce Foundation: Bylaws

Bylaws of the
Charles S. Peirce Foundation

amended March 2010

ARTICLE I: NAME AND PURPOSE

SECTION 1. The name of this corporation is the Charles S. Peirce Foundation, Inc.

SECTION 2. The corporation shall have perpetual existence.

SECTION 3. The purpose of this corporation is to support research on the work of Charles S. Peirce, educational programs concerning his life and thought, original research building upon and continuing or correcting his work, and to assist the Delaware Water Gap National Recreation Area in providing for the uses of Arisbe, the homestead of Charles and Juliette Peirce.

ARTICLE II: DIRECTORS

SECTION 1. The affairs of the corporation shall be governed by a Board of Directors.

SECTION 2. There shall be at least five (5) Directors. The term of office of each Director shall be three years. Directors shall serve staggered terms and may be re-elected.

SECTION 3. New Directors shall be elected by a majority vote of existing Directors, either to fill a vacancy or to augment the Board.

SECTION 4. All matters requiring decision by the Board shall normally be decided by majority vote, taken by email by the President. Such vote shall be preceded by discussion by email, if any Director desires it. A meeting of the Board shall be called in lieu of discussion and vote by email, if any two Directors desire it. In that case, two weeks notice shall be given to each Director of the meeting; a majority of Directors in office shall constitute a quorum; and matters requiring decision shall be decided by majority vote of the Directors present. Meetings may be held in person or via telephone or video conference.

ARTICLE III: OFFICERS

SECTION 1. The officers of the Corporation shall be a President and a Secretary-Treasurer. The President shall be a Director elected to that office by the Board of Directors, and the Secretary-Treasurer shall be a Director appointed to that office by the President. Their terms as officers shall be the unexpired parts of their terms as Directors. Re-election and re-appointment are permitted. In case of an unexpired term being vacated, that vacancy must be filled by election or appointment, respectively, as soon as practicable.

SECTION 2. The President shall be responsible for bringing all appropriate matters before the Board, shall conduct all email voting and discussions, and preside at meetings of the Board of Directors. The President shall have authority to enter into all contracts and transactions on behalf of the corporation necessary for the carrying on of the corporation's business except insofar as the Board of Directors by resolution, or the articles of incorporation, or these bylaws may specifically designate some other officer or agent as delegate for particular purposes. Notwithstanding the foregoing, the President shall not enter any such transactions involving the expenditure of or the disposition of property with a value of more than $1000.00 without prior consent of the Board of Directors.

SECTION 3. The Secretary-Treasurer shall keep a record of all that is discussed and decided by email, shall issue notice of all meetings, shall keep their minutes, shall have charge of the seal and corporate books, shall have custody of all moneys and securities of the corporation, shall keep regular books of account and balance the same each month, shall preside at any meetings of the Board of Directors from which the President is absent, and shall conduct the election of a new president if the office is unexpectedly vacated.

ARTICLE IV: FINANCES

SECTION 1. The moneys of the Corporation shall be deposited in the name of the Corporation in such banks or trust companies as the Board of Directors shall designate, and shall be drawn out only by check signed by the Secretary-Treasurer and/or such other persons as the Board of Directors shall designate by resolution.

ARTICLE V: AMENDMENTS

SECTION 1. These Bylaws may be amended by majority vote of the Board of Directors.

SECTION 2. In all matters where these Bylaws do not provide otherwise, the provisions of the Pennsylvania Nonprofit Corporation Law shall control.

ARTICLE VI: ARCHIVE OF RECORDS

SECTION 1. Records pertaining to the Foundation shall be collected and preserved physically in an archival depository the location of which shall be decided by the Board of Directors. The Secretary-Treasurer shall be responsible for collecting current records, while the other Directors are expected to provide copies of their own records in suitable format. Preservation and cataloging of the archives will be the responsibility of the host institution. Access to sensitive materials may be restricted by the Board.