Article V - Officers and Their Duties

The officers of this Society shall consist of a President, a first and second Vice President, a Secretary, and a Treasurer. They shall be elected by the members of the Society at the annual meeting and shall hold office for one year provided that no officer shall hold that office for more than six years in succession. These officers shall be nominated by the Board of Directors for election at the annual meeting. Other nominations for any of these offices may be made in writing by any five members of the Society, provided such nominations are received by the Secretary of the Society sixty-five days preceding the annual meeting.

At the annual meeting the Board of Directors may elect such additional officers to assist these officers as from time to time they may deem it necessary. Their term of office shall be one year, and these additional officers shall be members of the Board of Directors ex officio. Vacancies in any office, except that of President, may be filled by the Executive Committee of the Board of Directors.

The President of the Society shall be the chief executive officer of the Society and shall preside at all meetings of the Society, the Board of Directors, and the Executive Committee of the Board of Directors. The President shall appoint all committees not otherwise ordered by the Society or the Board of Directors and be ex officio a member of all committees. With the Secretary of the Society, the President shall execute instruments in the name of the Society when duly authorized by the Board of Directors.

The Vice Presidents shall act at the direction of the President and the first Vice President shall perform the duties of the President if absent or disabled. In the event of the President's resignation or death, the first Vice President shall assume the office until the next annual election by the Society. In the absence or disability of both the President and the first Vice President, and in the event of both their resignations or deaths, a President pro tempore, to be appointed by the Board of Directors, shall exercise all the powers and perform all the duties of the President until the next annual election by the Society.

The Secretary, or if absent a Secretary pro tempore appointed by the President, shall be present at all meetings of the Society and of the Board of Directors, and shall take minutes of the proceedings and record the same in a book which shall be the property of the Society. The Secretary shall notify the members of the Board of Directors of all regular and called meetings of the same and shall notify the members of the Society of meetings of the Society. The Secretary shall have custody of the Society's seal which may be used only when authorized by the Board of Directors or the Society, and in conjunction with the President.

The Treasurer shall give bond in such amount and with such surety as the Board of Directors may require; shall keep a regular set of books which shall be the property of the Society, showing the receipt and disbursement of all funds; shall make report of all receipts and disbursements at each regular meeting of the Board of Directors; and shall furnish a complete statement of the accounts for the previous fiscal year at the annual meeting of the Society. The accounts shall be audited annually. The monies of the Society shall be deposited by the Treasurer to the credit of the Society in such bank or other depository as the Board of Directors may from time to time select, and funds so deposited shall be withdrawn only by a check executed in such a way as the Board of Directors may from time to time prescribe. In the event of the resignation or death of the Treasurer, the President shall appoint a new Treasurer who will serve until the election of officers at the next annual meeting.

The Board of Directors, from time to time, may delegate any of the aforestated duties to such other or additional officers as they may deem necessary, and they may remove any officer of the Society whenever it is in their judgement in the best interest of the Society. Such removal shall be by the affirmative vote of a simple majority of the Directors then in office.

Article VI - Editor

The Editor of the Society's journal shall be elected by the Board of Directors and be subject to discharge by it. Upon nomination of the Editor, the Board of Directors shall elect such Assistant Editors as it may deem necessary for the effective publication of the Society's journal. The Editor and Assistant Editors shall be paid such compensation as the Board of Directors shall determine.

Article VII - Counsel

The Society shall have a Counselor, who shall be admitted to practice before the court of highest jurisdiction of any state of the United States. The Counselor shall be elected by the Board of Directors and shall serve until a successor is elected. The Counselor shall receive no compensation but shall pay no annual dues to the Society, being a member of the Society ex officio. The Counselor shall, however, be entitled to be reimbursed for all disbursements made for the Society.

Article VIII - Meetings

The Society shall normally meet in the month of May or June each year at such time and at such place as the Board of Directors shall direct. Special meetings of the Society may be called at any time by the Board of Directors as hereinafter provided, at such time and at such place as they shall direct. Written notice of any regular or special meeting of the Society shall be given by the Secretary of the Society to the members and mailed thirty days before the meeting.

The Board of Directors shall meet on the call of the President or any three members thereof, at such time and place as the call may direct, on notice mailed to the members of the Board thirty days before the meeting. A Board of Directors' meeting may be held concurrently with a meeting of the Society. Five members of the Board of Directors shall constitute a quorum.

A quorum of the Board of Directors shall have power to call a special meeting of the Society on notice mailed to the members thirty days prior thereto. A special meeting of the Society shall also be called upon request of fifty members of the Society.

Voting at any meeting of the Society may be by proxy.

At annual or special meetings of the members of the Society those members present in person or by proxy shall constitute a quorum.

Article IX - Permanent and other Funds

A separate fund shall be created, which shall be called the Endowment Fund, and the income only therefrom may be used for current expenses and under no circumstances shall the corpus of the Fund be invaded. This Fund shall be managed by the Board of Directors.

In the event of the dissolution of the Historical Society of the Episcopal Church, all remaining assets must be used exclusively for tax exempt purposes, such as charitable, religious, educational, and/or scientific purposes.

Article X - Seal

The Society adopts as the Corporate Seal the following: {On file}

Article XI: Indemnification

Section 1. To the fullest extent permissible under Pennsylvania law, as amended from time to time, board members and officers of the Society, shall not be liable to the HSEC for any monetary damages.

Section 2. The Society shall indemnify any person (an "Indemnified Person") who is or was a party to any proceeding by reason of the fact that he or she is or was a board member or officer of the HSEC or is or was serving at the request of the Society as a board member, officer, lawyer, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, employee benefit plan or other enterprise against all liabilities and expenses incurred in the proceeding, except such liabilities and expenses as are incurred because of his or her willful misconduct or knowing violation of the criminal law. Unless a determination has been made that indemnification is not permissible, the HSEC shall make advances and reimbursements for expenses incurred by an Indemnified Person in a proceeding upon receipt of an undertaking from him or her to repay the same if it is ultimately determined that he or she is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the Indemnified Person and shall be accepted without reference to his or her ability to make repayment. The Board is hereby empowered, by majority vote of a quorum of disinterested board members, to contract in advance to indemnify and advance the expenses of any Indemnified Person.

Section 3. The Board is hereby empowered, by majority vote of a quorum of disinterested voting board members, to cause the Society to indemnify or contract in advance to indemnify any person not specified in Section 2 of this Article who was or is a party to any proceeding, by reason of the fact that he or she is or was an employee or agent of the Society, or is or was serving at the request of the Society as a board members, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, to the same extent as if such person was specified as one to whom indemnification is granted in Section 2 above.

Section 4. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any other pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

Section 5. Reference herein to board members, officers, employees or agents shall include former board members, officers, employees and agents and their respective heirs, executors and administrators.

Article XII - Amendments

This Constitution may be amended or abrogated by a majority vote of the members of the Board of Directors or by a majority of the members of the Society present at the annual meeting, or at an adjourned session thereof, or at a special meeting called for that purpose, provided that due notice of any proposed alteration, stating its substance, or reason for any abrogation, shall be given to the members of the Society.

Historical Society of the Episcopal Church