[HISTORY: Adopted by the Board of Commissioners of York County 9-13-1995. Amendments
noted where applicable.]
The name of the Authority shall be the "Maryland and Pennsylvania
Railroad Preservation Authority" (hereafter referred to as "Authority").
The Authority is incorporated under the Municipality Authorities
Act of 1945, as amended and supplemented (the "Act") (53 P.S. § 301
et seq.).
The purposes of the Authority shall be those purposes stated
in the Authority's Articles of Incorporation[1] and such other purposes as may be permitted to authorities
under the Act; and to promote, organize and facilitate preservation
of the lands, buildings, equipment and facilities formerly used, owned
or operated by the Maryland and Pennsylvania Railroad; to provide
educational and informative seminars, programs and projects; to own,
lease and maintain real estate and equipment to advance the foregoing
purposes; to solicit and borrow funds and support for advancement
of all of the foregoing purposes; and such other purposes as may be
added or acquired. Notwithstanding the foregoing, however, the Authority
shall not permit, promote or participate in any conversion to trails
to be used for pedestrian use, bicycling or any type of transportation
other than railroad transportation of real property it owns, leases
or maintains. The rail line right-of-way may never become a rail trail,
or the right-of-way will revert to the adjacent landowners, unless
title to the right-of-way rail line was fully litigated, and the litigation
was won after the expenditures of attorneys' fees and costs in
court litigation, or it was necessary for the Authority to condemn
a portion or portions of the rail line right-of-way. No part of the
Authority's earnings shall inure to the benefit of any contributor,
director, officer or other individual; no substantial part of the
activities of the Authority shall consist of carrying on propaganda
or otherwise attempting to influence legislation; the Authority shall
not participate or intervene in any political campaign on behalf of
any candidate for public office; and upon any dissolution or winding
up of the Authority, its assets remaining after all debts and expenses
have been paid or provided for shall be distributed by the Board of
Directors to the Authority's designated successor or, if none,
to the County of York.
B.
Principal office. The principal office of the Authority shall be
at such location as is established by a majority vote of the Board
of Directors.
C.
Other offices. The Authority may also establish offices at such other
places where the Authority is qualified to do business as the Board
of Directors may, from time to time, appoint or the activities and
business of the Authority may require.
A.
General powers. The powers of the Authority shall be exercised by
the Board of Directors pursuant to Sections 306 and 309 of the Act.[1] The business and affairs of and the responsibility and
authority for governing the Authority shall be vested in the Board
of Directors.
[1]
Editor's Note: See 53 P.S. § 306 and 53 P.S.
§ 309, respectively.
B.
Number and qualifications of Directors. The Board of Directors shall be composed of five persons or such greater number as shall be appointed as provided in Subsection C. At least one Director shall be appointed to represent whomever owns property adjacent to the Authority's trackage (a "landowner"). When the landowner ceases to serve as a Director, another such landowner shall be appointed to serve as a Director. If, at any time, however, none of the landowners agree to serve as a Director, the Commissioners may and shall appoint Directors as otherwise provided herein and shall not be required to appoint a landowner as a Director.
C.
Appointment.
(1)
All Directors shall be appointed by the York County Commissioners
("Commissioners") and shall serve without compensation. Directors
shall serve until their terms expire or until their replacements are
appointed, whichever shall last occur.
(2)
Directors shall take office upon their appointment.
(3)
Upon the approval of these bylaws, the Commissioners shall appoint
Directors as follows: one Director shall serve a term of one year
until the first Monday in January next succeeding the date of approval
of these bylaws; one Director shall serve a term of two years until
the first Monday in January next succeeding the date of approval of
these bylaws; one Director shall serve a term of three years until
the first Monday in January next succeeding the date of approval of
these bylaws; one Director shall serve a term of four years until
the first Monday in January next succeeding the date of approval of
these bylaws; one Director shall serve a term of five years until
the first Monday in January next succeeding the date of approval of
these bylaws. Thereafter, the members of the Board of Directors shall
be appointed for terms of five years. If there are more than five
Directors, their terms shall be staggered in a similar manner for
one to five years. One-fifth of the Board shall be appointed by the
Commissioners at a meeting to be held not later than December 31 of
each year.
D.
Reelection. A Director may be appointed to serve consecutive terms.
E.
Resignation or disqualification.
(1)
Any Board member of the Authority may resign at any time by giving
written notice to the Chairperson or Secretary of the Authority and
by returning all original documents pertaining to the Authority. The
resignation shall take effect at the time specified in such notice,
and the acceptance of the resignation shall not be necessary to make
it effective. Any Board member who fails to attend at least three
consecutive meetings without adequate cause shall be deemed to have
resigned from the Board and shall be notified of such by the Chairperson.
(2)
Any Board member who is not acting in a manner that promotes the
purposes of the Authority may be removed by majority vote of the Board
of Directors.
F.
Vacancies on the Board of Directors. The Commissioners shall have
the power to fill any vacancy on the Board for the balance of any
unexpired term.
G.
Honorary members. Honorary members of the Board of Directors may
be elected at the discretion of the Board. They may attend all meetings
but shall have no vote on the Board.
H.
Duties. It shall be the duty of each Board member to attend all regular
meetings and special meetings of the Board and to serve on committees
as appointed according to special interests or abilities.
I.
Annual meeting. The annual meeting of the Authority shall be in January
of each year. It shall be for the purpose of the election of Board
officers, for review of the past year's operations and for the
disposition of such other business as shall come before the Board
of Directors.
J.
Special meetings. Special meetings of the Board of Directors may
be called by the Chairperson at any time, or they may be called by
the Secretary at the written request of a majority of Directors. Notice
shall be given to each Director by mail or personally at least 10
days beforehand. This notice shall specifically set forth the place,
day and hour of the meeting as well as the purpose of the meeting.
No business except that specified in the notice of the meeting shall
be transacted.
K.
Quorum, voting and manner of acting. A quorum of the Board of Directors
at any regular meeting shall be 1/2 of the members of the Board, at
least two of whom shall be officers. At any special meeting, a quorum
shall be 1/2 of the Board, at least two of whom shall be officers.
The vote of the majority of Directors present at a meeting at which
a quorum is present shall constitute the action of the Board of Directors.
A Director who is present at the meeting in which action on any Authority
matter is taken shall be presumed to have assented to the action taken
unless he/she votes against such action or abstains from voting because
of an asserted conflict of interest. The Board of Directors shall
act only as a Board, and the individual Board members shall have no
power as such.
L.
Conflict of interest. Members of the Board of Directors shall be
deemed fiduciaries in their relationship with the Authority and as
such shall not use their positions to derive any profit or gain, directly
or indirectly, by reason of membership on the Board of Directors of
the Authority and shall not become involved in any business interest
or transaction for services or goods with the Authority without disclosing
such business interest and shall refrain from participation in decisions
which may reflect a conflict of interest. All members of the Board
of Directors shall have an obligation to disclose any conflict of
interest that such person may have during a tenure of office, so that
the business interests of the Authority will be preserved. Further,
it shall be the obligation of each member of the Board of Directors
to disclose from time to time any conflict of interest which may arise
in the course of the regular conduct of the business affairs for the
Authority.
A.
Number. The officers of the Authority shall be Chairperson, Vice
Chairperson, Secretary and Treasurer, all chosen from the membership
of the Board of Directors.
B.
Election of officers. The officers of the Authority shall be elected
by the Board of Directors at its annual meeting. Election shall be
by ballot if there are nominations from the floor; otherwise, the
Secretary may be directed to cast the ballot for the single slate
presented. Officers elected shall take office at the close of the
meeting at which they were elected and shall serve without compensation.
C.
Term. The term of office shall be two years for all officers. The
Vice Chairperson and Treasurer shall be elected in odd-numbered years,
and the Secretary shall be elected in even-numbered years.
D.
Removal or vacancy. Any officer may be removed from office at any
time, with or without cause, on the affirmative vote of 2/3 of the
Board of Directors whenever, in its judgment, the best interests of
the Authority will be served thereby. If the office of any officer
or agent becomes vacant for any reason, the Board of Directors shall
fill the vacancy by election by majority vote at a special meeting
or at the next regular meeting. The successor shall hold office for
the unexpired term in respect of which such vacancy occurred.
E.
The Chairperson.
(1)
The Chairperson shall preside at all meetings of the Board of Directors
and see that all business is brought before the Board of Directors
that may require its consideration.
(2)
The Chairperson shall appoint all committee chairpersons and committee
members with the approval of the Board of Directors. The Chairperson
shall see that all decisions and resolutions of the Board are carried
into effect, subject to the right of the Board to delegate any specific
powers, except as may be exclusively conferred by statute to the Chairperson,
to any other officer or officers of the Authority.
F.
Vice Chairperson. The Vice Chairperson shall preside at meetings
in the absence of the Chairperson and assume the office of Chairperson
and shall perform the Chairperson's duties whenever the Chairperson
is unable to perform the duties of office.
G.
The Secretary.
(1)
The Secretary shall take all minutes at meetings of the Board of
Directors and shall keep such records at the office of the Authority.
The Secretary shall send or cause to be sent notice of all meetings
of the Board.
(2)
The Secretary shall have charge of all correspondence for the Board
and keep a record of the attendance of the Board members at meetings
and cause for any absence. The Secretary shall present resolutions
as deemed essential to the functioning of the Authority.
H.
I.
Assistant officers. The Chairperson may appoint an Assistant Secretary
or Assistant Treasurer, for such periods, not to exceed two years,
as the Chairperson may deem appropriate for the purposes of the Authority.
J.
Vacancy. The Board of Directors shall have power to fill any vacancy
occurring in any office.
A.
Committees. The Board of Directors may authorize the appointment
of committees, from time to time, as shall be necessary. The Chairperson
of any such committee shall be a Board member. Directors may be appointed
as members of a committee as appropriate to the nature of such committee.
The members of such committees shall serve without compensation, until
they complete the project or assignment for which they were appointed
and have submitted a final report to the Board.
B.
Appointment and term. The members and Chairpersons of each committee
shall be appointed by the Chairperson of the Board, in consultation
with the Vice Chairperson of the Board, for one-year terms.
C.
Meeting, voting and manner of acting.
(1)
Each committee shall carry out the responsibilities designated in
this section and such other duties as the Board may assign.
(2)
Each committee shall report recommendations to the Board of Directors
for approval.
(3)
The Chairperson of each committee shall be responsible to see that
minutes of all meetings are taken and filed in the office of the Authority.
Each committee shall meet at least quarterly.
A.
Type of books. The Authority shall keep:
(1)
An original record of the proceedings of all meetings of the Board
of Directors and its committees.
(2)
The original or a copy of its bylaws, including all amendments thereto
by date, certified by the Secretary of the Authority.
(3)
An original register of the members of the Board of Directors and
committee members, giving their addresses, the date on which their
respective terms expire and other details as required.
(4)
Appropriate, complete and accurate books of account.
B.
Place. The records provided for herein shall be kept at the Authority's
principal place of business.
The fiscal year of the Authority shall end on December 31 of
each year.
A.
Property. The Authority shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of real property unless authorized by a majority vote of the Board of Directors, subject to the approval of the York County Commissioners. The Authority shall maintain and preserve any real property owned or leased by it and shall make no conveyance of real property to the County of York or any other entity except as provided in § 405-3.
B.
Contracts. Unless authorized to do so by the Board of Directors,
no officer, agent or employee shall have any power or authority to
bind the Authority by any contract or to pledge its credit or to render
it liable for any purpose or to any amount. Upon approval of the Board
of Directors, the Chairperson or any two of the following officers
are authorized to enter into contracts in the name of and on behalf
of the Authority: Vice Chairperson, Treasurer and Secretary. The Board
of Directors may, by proper resolution, authorize other officers to
execute and deliver contracts or other instruments.
C.
Checks or drafts. All checks or demands for money and notes of the
Authority shall be signed by such officer or officers, employee or
employees as the Board of Directors, from time to time, may designate.
On or before July 1 of each year, an annual report shall be
filed with the Pennsylvania Department of Community Affairs and the
Commissioners showing appropriate details related to the fiscal and
program operations of the Authority as required under Section 310
of the Act[1] and so as to inform the public. Financial audit and publication
requirements of Section 310 of the Act shall be fulfilled.
[1]
Editor's Note: See 53 P.S. § 310.
These bylaws may be amended, modified or revised by the Board
and the Commissioners as provided in Section 305 of the Act.[1] The bylaws shall be reviewed from time to time and revised
as needed.
[1]
Editor's Note: See 53 P.S. § 305.
Robert's Rules of Order Revised shall be the parliamentary
authority for all matters of procedure not specifically covered by
the bylaws or specified in rules of procedure adopted by the Authority.
The Authority may indemnify any Directors, officers, employees
or persons acting on behalf of the Authority and to purchase such
insurance policies as the Board of Directors shall deem necessary
to the extent of such indemnification.
These bylaws are effective as of the latest date of revision as noted and shall replace any previous bylaws. Any amendment, modification or revision of the bylaws shall be effective upon adoption thereof as set forth in § 405-12.
