[HISTORY: Adopted by the Board of Commissioners of York County 9-13-1995. Amendments noted where applicable.]
GENERAL REFERENCES
Maryland and Pennsylvania Railroad Preservation Authority — See Ch. 11, Art. IX.
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.
[1]
Editor's Note: See Ch. 11, Authorities, Art. IX.
A. 
Registered office. The registered office of the Authority shall be as stated in the Articles of Incorporation of the Authority and as they may be hereafter amended.[1]
[1]
Editor's Note: See Ch. 11, Authorities, Art. IX.
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. 
The Treasurer.
(1) 
The Treasurer shall:
(a) 
Advise the Board regarding the overall finances of the Authority, its funds and securities.
(b) 
Present reports to the Board regarding the Authority's financial condition.
(c) 
Submit an annual financial report.
(2) 
A bond shall be required if funds held under the Treasurer's direction exceed $5,000.
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.