BY-LAWS OF TROOP 196 TROOP COMMITTEE ASSOCIATION as approved December 7, 1999 & amended September 2005

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1 BY-LAWS OF TROOP 196 TROOP COMMITTEE ASSOCIATION as approved December 7, 1999 & amended September 2005 Association now known as "Troop 196 Committee - Camp Pioneer, Inc." as incorporated on 9/23/2005 at 3:57:16pm as Entity Number Article I OBJECTIVES OF THE ORGANIZATION Section 1. We, the undersigned, desiring to form an unincorporated, non-profit association for the purpose of providing a place to pursue the pleasures of camping and other related activities, primarily for the benefit of Boy Scout Troop 196, Hampden Township, Cumberland County, Pennsylvania, which is sponsored by the Capital Council of the Telephone Pioneers of America, do hereby constitute ourselves as a voluntary unincorporated non-profit association under the name of Troop 196 Committee Association. Section 2. Our principal purposes are as follows: A. To hold, acquire and dispose of suitable facilities, including real and personal property for the enjoyment of the above described activities. B. To foster the principles of Scouting and the Boy Scouts of America through the use of such facilities. Article II OFFICE AND DURATION Section 1. The principal office of the association shall be located within Hampden Township, Cumberland County, Pennsylvania. Section 2. The duration of this Association shall be determined by its membership who shall have the power to dissolve it as provided in Article IX below. Section 3. The death, removal or resignation of any member of the Association shall not result in the dissolution of this Association. Article III GENERAL POWERS Section 1. This Association, through its duly appointed Trustee, shall have the power to own, accept, acquire, mortgage and dispose of real and personal property and to obtain, invest and retain funds in advancing the purposes stated in Article I above. Section 2. This association, through its duly appointed Trustee, shall have the power to do any lawful acts or things reasonably necessary or desirable for carrying out the Association s purposes and for protecting the lawful rights and interests of it s members, and the members of Troop 196 in connection therewith. Article IV MEMBERSHIP DUES AND INITIATION FEES Revised 12/7/99, amended 09/??/05 Pa

2 Section 1. There shall be one class of membership only and there shall be no restriction as to the number of members. Section 2. Application for membership shall be in writing on forms provided by the Boy Scouts of America and submitted to the membership for approval. Section 3. All applicants shall agree to abide by these by-laws as presently or hereafter duly adopted. Section 4. Each applicant shall be a registered scouter. Section 5. There shall be an annual registration fee, concurrent with the annual troop re-chartering to re-register each committee member in connection with the re-chartering of Troop 196 as required by the Boys Scouts of America. All funds needed for insurance, general repairs and maintenance, etc., of any and all property now held or subsequently acquired will be provided by the members of Troop 196 and/or donation received by said Troop. Article V OFFICERS OF THE ASSOCIATION Section 1. The officers of this Association shall be the Committee Chairman, Assistant Committee Chairman, the Secretary, and the Treasurer. Section 2. The chairman shall preside at all meetings and shall be responsible for soliciting interpretations of these by-laws from all members present and then advising those present of the interpretation to be applied. The Chairman shall also be responsible for maintaining a current listing of the principal offices of this Association as specified in section 1, Article II above. Section 3. The Assistant Committee Chairman shall be responsible for presiding over the Association in the event of the absence or incapacity of the Chairman and assume his normal duties. Section 4. The Secretary shall be responsible for keeping written copies of all the meetings held by the Association and for preparing such correspondence as may be directed by any officer of the Association. Section 5. The Treasurer shall maintain a financial statement reflecting the expenses and expenditures of the Association The Treasurer shall be permitted to pay for bills incurred in the normal operation of the Association as suggested above in Section 5, Article IV. Section 6. No member, officer, trustee, or director of this Association shall be personally liable, except for intentional misconduct, either to the association or to any other person for any act or failure to act on behalf of the Association. The Association shall indemnify and hold harmless the members, officers, trustees, and directors of the Association from any liability which may arise as a result of any act or failure to act on behalf of the Association, except for intentional misconduct. Article VI GUEST Section 1. By definition, a guest is any person, not including a member of the Association or Troop 196, who shall be given the privilege or opportunity to use the facilities or property, whether real or personal, held or acquired by said Association. Section 2. Any guest, group of guests, Boy Scout Troops or any other organization other then Troop 196 must make application to said Association for the use of any lands held or subsequently acquired. Permission to use such lands shall be within the complete discretion of the Association. Such consent will be authorized by the Chair or the Chair s designee. Section 3. Under no circumstances will the association grant permission for any guests, group of guests, Boy Scout Troop or any other organization to use such facilities at their discretion without specifying a date or dates. Revised 12/7/99, amended 09/??/05 Page 2

3 Section 4. It shall be within the power of the association, by majority vote, to request donations from such guests, group of guests, Boy Scout Troops or any other organization which may be granted permission to use such facilities for the use thereof. The amount of the donation shall be determined by the majority vote of the said Association and shall be completely within their discretion. All monies derived from such a donation must be applied towards the cost of maintaining the said property. Article VII RESIGNATION & EXPULSIONS Section 1. Resignations from the Association become effective immediately upon receipt in writing by the Chairman of the Association. No other notification is necessary and no vote of the membership is required to accept any resignation. Section 2. The Association may, at any regularly scheduled meeting, or special meeting, consider the question of expulsion of any individual member. Such member shall be notified of the time and place of the meeting. Any individual member of the Association may request the expulsion of any other individual member, for failure to pay dues, or for non-attendance, or for inactivity, or for conduct which the Association shall deem has been detrimental or disruptive to the Association or Troop 196. Expulsion shall be two-thirds majority vote of a quorum of members present expect the member whose membership is being challenged. The member to be expelled has the right to come before the committee at the time of expulsion or at a time of a regular or special meeting. Article VIII AMENDMENTS Section 1. These by-laws may be amended by a two-thirds quorum vote of the membership. All members of the Association shall be bound by the decision. Article IX DISSOLUTION Section 1. This Association shall be dissolved only upon unanimous consent and agreement of the membership at the time such a proposal is voted upon. Section 2. In the event that dissolution of the Association is agreed upon, the members of said Association through their Trustee, shall first dispose of all property owned by said Association. The method of disposal of all property is to be accomplished in any of the following ways except that priority of disposal shall be as listed below, in order. A. All property, real and personal, to be disposed of shall first be offered to Troop 196 if it is still in existence. In the event that Troop 196 is subsequently re-charted by a different sponsoring organization and/or it is consequently re-designated with a different Troop number, this property shall be offered to said Troop. B. Said property, both real and personal, shall be offered to any organization which will agree to sponsor a new or existing Boy Scout Troop in Hampden Township, Cumberland County, Pennsylvania. C. Said property, both real and personal, shall be sold and after satisfying all existing debts, mortgages, liabilities, etc., said proceeds shall be donated to the Keystone Area Council of the Boy Scouts of America for disposal of said monies for endowment purposes. Revised 12/7/99, amended 09/??/05 Page 3

4 Article IX-B INCORPORATION AS A NON-PROFIT CORPORATION (Amendment in September 2005 added this new Article) Section 1. The Association may be converted from an unincorporated association to a non-profit corporation by a two thirds quorum vote of the membership. All members shall be bound by the decision. In such case, the members shall also designate one or more of its officers to act as the incorporator of the non-profit corporation and choose a name for the non-profit corporation. Section 2. In the event of incorporation as a nonprofit corporation, the then sitting Committee Chairman, Assistant Committee Chairman, Secretary and Treasurer of the Committee shall become the President, Vice-President, Secretary and Treasurer, respectively of the non profit corporation. Section 3. In the event of incorporation as a non-profit corporation, the other members of the committee shall become members of the Board of Directors of the non-profit corporation and shall have the power and authority to adopt by-lays for the non-profit corporation. Until by-laws for the non-profit corporation are adopted, the by-laws of the Association will continue to control the day-to-day operations of the non-profit corporation. Section 4. In the event of incorporation as a non-profit corporation, all assets of the Association, real, personal or otherwise, shall be deemed to be assets of the non-profit corporation, automatically and without the need for further deed, conveyance or transfer of the same, and the non-profit corporation shall have the full power and authority to sell, convey, transfer or encumber such assets at any time in the future. Without limitation, the real estate assets referred to in this Section include the fourteen (14) acre (more or less) tract or parcel of land with improvements, thereon, situated in Franklin Township, York County, Pennsylvania, known as "Camp Pioneer," conveyed to the Association by Deed dated March 17th, 1972 and Recorded on May 26, 1972 in the Office of the Recorder of Deeds of York County in Record Book 65-I, Page 266; and the rightof-way granted to the Association, its successors and assigns, by an Agreement dated April 17, 1972 by and between the Association and Gretna Wenger recorded on May 26, 1972 in Record Book 65-I, Page 270. NOTICE IS HEREBY GIVEN that on or about September 1, 2006, Articles of Incorporation will be filed with the Pennsylvania Department of State for Troop 196 Committee - Camp Pioneer, Inc., a corporation organized under the Pennsylvania Non-Profit Corporation Law of 1988, for charitable purposes, which include owning and operating property, real or personal, to facilitate scouting programs involving camping and other outdoor activities for children and youth and their families and any other lawful purpose. Article X APPROVAL OF BY-LAWS Section 1. These by-laws shall become binding and effective when they are duly accepted and signed by the present active membership of Troop 196 Troop Committee. Article XI NOTICE OF MEETINGS Section 1. Said committee will meet once a month for a minimum of ten months in any given year at a place and time designated by the Chairman and approved by the majority of active membership of Troop 196 Committee. In the event any regular scheduled meetings is or has to be rescheduled, it shall be the duty of the Chairman to notify all members of such change in any way he/she considers expedient. Revised 12/7/99, amended 09/??/05 Page 4

5 Section 2. Special meetings may be scheduled at any time at the discretion of the Chairman or two-thirds of the membership. Notice of such meetings must be notified and the reasons for the meeting must be outlined. Responsibility and notification of said special meeting(s) belong to that member of the Association who has requested said special meeting. Article XII SELECTION OF A TRUSTEE Section 1. The trustee shall be the Scoutmaster of Troop 196. He/she shall be selected by a majority vote of the Association and shall have the powers to represent the Association as outlined in Article III of these bylaws. Section 2. The Trustee selected will be given a copy of these by-laws and will acknowledge in writing to the Chairman that he/she has read and received such by-laws and accepts the responsibility as trustee for said Association. Article XII QUORUM Section 1. No Business shall be transacted by said Association without a quorum. A quorum, for purposes of the Association, shall consist of two-thirds of the current voting membership of which two must be officers. ( Original Signatures on file ) Rick St Louis David J Messinger Edward Bliss Ray A Knecht Edward Trump Herbert H Henry Jr Dawna Trump Kathie A. Robinson Michael Snyder (sp?) Sue StLouis Edward P Donahue Robert A Newgenbaum (sp?) Charles E Herbert (sp?) Joni K Hull Revised 12/7/99, amended 09/??/05 Page 5