I. GENERAL PROVISIONS
III. BOARD OF DIRECTORS
V. GENERAL ASSEMBLY
VI. GENERAL PROVISIONS
Section I: General Provisions
Under the name of Association Villard d’Honnecourt for Interdisciplinary Study of Medieval Technology, Science and Art, a non-profit corporation has been formed according to the laws of the Commonwealth of Pennsylvania, patterned after an association of the same name in France.
The purposes of the corporation are to study, and make known on the American continent, Villard d’Honnecourt, XIIIth century craftsman, his work, his epoch, his architectural and technical activities, inclusive of the contemporary relevance of his involvements.
The corporation has its offices at 2 College Circle, Haverford College, Haverford, Pennsylvania. It can be moved to any other location by decision of the Board of Directors.
The corporation shall pursue its goals by such means as creation and maintenance of a library, meetings, colloquia, exhibitions, publications, audio-visual productions, editions, creation of a study center, study trips, intellectual exchange between the members and those of the French sister organization.
Section II: Members
The corporation shall have the following categories of membership:
A. Founding Member – a member who participates in the creation of the corporation by joining within twelve months following the approval of the Articles of Incorporation on January 25, 1985.
B. Honorary Member – a member who has rendered exceptional services to the corporation or has made useful contributions towards the realization of its objectives. The status of honorary membership is recommended by the Board of Directors for approval by the membership at the Annual Meeting of the General Assembly.
C. Supporting Member, Donor Member, Benefactor Member, Life Member, Student Member – The membership status depends upon the amount of the dues paid by the member.
Membership shall be open to corporations, associations, foundations and partnerships as well as individuals.
The dues for all categories of membership are established by the Board of Directors from time to time.
All of the designated categories of membership include full voting privileges, and all rights, privileges, duties and responsibilities for members of the corporation generally.
Section III: Board of Directors
The Board of Directors of the corporation shall consist of not less than six (6) nor more than eighteen (18) members. One-third of the initial Directors shall be elected for a one (1) year term, one-third for a two (2) year term, and one-third for a three (3) year term. Thereafter, one-third of the Directors will be elected each year for a three (3) year term. Directors may be reelected without limitation.
The Board of Directors shall annually elect the President, one or more Vice-Presidents, a Secretary and a Treasurer, as the officers of the corporation, and such other officers and agents as the needs of the corporation may require, and shall appoint one or more members to the Executive Committee; except that the incorporators shall elect the initial officers and appoint the initial member or members of the Executive Committee. The officers may be Directors of the corporation. The officers and at least one other member of the Board of Directors shall constitute the Executive Committee of the corporation with full power to act on behalf of the corporation between meetings of the Board of Directors.
The Board of Directors shall meet at least annually, and as often between Annual Meetings as the Board shall determine. Special meetings of the Board may be called by the President or by three (3) Directors, and notice of such Special meeting shall be given to the Directors at least fourteen (14) days prior to the date for the Special meeting.
Six (6) Directors shall constitute a quorum, and action by a majority of the quorum shall constitute the action of the Board.
One or more Directors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all Directors so participating shall be deemed present at the meeting.
Any action which may be taken at a meeting of the Directors or of the members of a committee of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors or the members of the committee, as the case may be, and shall be filed with the Secretary of the corporation.
The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised and done by the members.
Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of Directors, shall be filled by a majority of the remaining members of the Board, though less than a quorum, and each person so elected shall be a Director until his successor is elected by the members.
Any Director may vote by proxy. Every proxy shall be executed in writing by the Director or by his duly authorized attorney in fact and filed with the secretary of the corporation. A proxy shall be revocable at will notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the secretary of the corporation. No unrevoked proxy shall be valid after eleven months from the date of its execution unless a longer time is expressly provided therein, but in no event shall a proxy be voted on after three years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker, unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the secretary of the corporation.
Section IV: Officers
Article 13 – The President
The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the members and Directors; shall have general and active management of the activities, objectives, assignments and business of the corporation and shall see that all orders and resolutions of the Board of Directors and the General Assembly of the members are carried into effect. He shall execute contracts and other documents requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
Article 14 – The Vice President
The Vice President shall assist the President as requested, and shall act on behalf of the corporation in the absence of the President by reason of death, incapacity or unavailability.
Article 15 – The Secretary
The Secretary shall attend all sessions of the Board of Directors and all meetings of the General Assembly of the members and record actions in a book to be kept for that purpose; and shall perform like duties for the executive and other committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the General Assembly of the members and of the annual and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of any other officer appointed by the Board of Directors.
Article 16 – The Treasurer
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as shall be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall report to the President and/or the Board of Directors, whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board of Directors, for the faithful discharge of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Any compensation of any officers of the corporation shall be determined by the Board of Directors. The officers of the corporation shall hold office until their successors are chosen and have qualified. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
Section V: General Assembly
The General Assembly consists of the different categories of members of the corporation as described in Article 5.
The General Assembly shall meet at least annually, and as it may be convened from time to time by the Board of Directors, or by written request of at least one-fourth of the members of the corporation. The agenda for the General Assembly shall be established by the Board of Directors, and the President of the corporation shall preside over the meetings.
The General Assembly shall elect the Directors of the corporation in accordance with the provisions of Article 6; except that the initial Board of Directors shall be elected by the incorporators of the corporation.
The General Assembly shall hear the reports of the Board of Directors concerning the management of the corporation and the annual financial statement for each previous year, and the budget for each coming year shall be submitted to the General Assembly for its review and comment.
Any member may vote by proxy. Each proxy for a member shall be the same as the proxy for a Director, as described in Article 12.
Notice of the Annual Meeting, and any other meetings, of the General Assembly shall be given to the members at least fourteen (14) days prior to the date of the meeting.
Section VI: General Provisions
Directors of the corporation shall not receive remuneration for their normal functions on the Board of Directors; provided, however, in the case of particular assignments involving special knowledge, experience or expertise, a Director may be compensated as determined by the Board of Directors.
The corporation’s existence shall be perpetual. It may, however, be termin[at]ed by majority vote of the members, in which case all debts and obligations shall be satisfied and all remaining property of the corporation shall be distributed in accordance with the Articles of Incorporation.
The By-Laws may be altered, amended or repealed by a majority vote of the members entitled to vote thereon at the annual or special meeting of the General Assembly duly convened after notice to the members of that purpose, or by a majority vote of the members of the Board of Directors at any regular or special meeting duly convened, subject always to the power of the General Assembly to change such action by the Board of Directors.
The fiscal year of the corporation shall be determined by the Board of Directors.
The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.”
Whenever, under the provisions of the statutes of the Commonwealth of Pennsylvania, or of these By-Laws, notice is required to be given to anyone, it may be given either personally, by telephone, by mail, or by telegram, all charges prepaid, to the address appearing on the books of the corporation or supplied by the person or other entity to the corporation for the purpose of notice. If the notice is sent by mail or telegram, it shall be deemed to have been given when deposited in the United States mail or with a telegraph office for transmission.
Approved February 27, 1985