Organization By-Laws (Updated 6/15/2024)
Article I Name and Location
The name of this organization shall be Brandywine Crucible, Inc. a nonprofit corporation incorporated in the State of Texas and hereinafter referred to as the Corporation.
Article II Purpose
The purpose of the Corporation shall be:
To chronicle the contributions of the Brandywine Crucible and its importance to the development of America. The Brandywine Valley, which tied Pennsylvania and Delaware together, was an important early catalyst in the American “melting pot.” The area produced many of the builders of the nation. From the hybrid vigor of several nations and cultures poured an amazing outflow of abilities and talents. From it came presidents, rail-splitters, governors, gun-slingers, senators, sodbusters, congressmen, cowboys, and people who pioneered in all 50 of the United States which followed. To discover, preserve and promulgate the history and heritage of the people of the Brandywine Crucible and their impact upon America. To erect and cause to be erected historic markers, restoration and preservation of historic cemeteries, publishing books or pamphlets, operating electronic databases, sponsoring lectures, research conferences, reunions, field trips and similar meetings devoted to the understanding of the significance to this nation of the Brandywine Crucible and its people. To publish in print and electronic media historical articles and narratives and to undertake such other functions consistent with the Bylaws that will enhance the discovery, preservation, and appreciation of the history of the people of Brandywine Valley and their progeny.
Article III Non-Profit
The Corporation is a non-profit corporation. No part of the net earnings, contributions, donations, or other income of the Corporation shall inure to the benefit of any private member or individual except as payment for services rendered, and no substantial part of its activities shall involve the carrying on of propaganda, or otherwise attempting to influence legislation.
Article IV Members
Membership in the Corporation shall be open to all persons who are interested in carrying out the purpose and objectives of the Corporation subject to the rules and regulations herein set forth. Members shall agree that they will not use or attempt to use the name of the Corporation in any way for personal gain or benefit other than research and knowledge of the history, ancestry and heritage of early settlers and their contribution to America. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
Article V Board of Directors
Section 1. The Board of Directors (BOD) shall manage the affairs of the Corporation.
Section 2. The number of Directors shall be nine. Directors shall be elected by the members at the annual meeting. The term of the office of each Director shall be three years. The terms of office of the Directors shall be staggered so that at least one-third of the Directors shall be elected each year. Each Director shall serve for a period of three years or until his/her successor is elected and qualified. The initial BOD shall be elected at the first meeting of the members of Corporation and said initial Board shall be composed of three members whose term of office shall be for one year, three members who shall serve for two years and three members who shall serve for three years.
Section 3. A regular annual meeting of the BOD shall be held without other notice than this Bylaw, immediately after, and at the same place as the annual meeting of members, or at some other place approved by a majority of the BOD. The BOD may provide by Resolution the time and place for the holding of additional meetings of the Board without other notice than such Resolution.
Article VI Officers
Section 1. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The BOD may elect or appoint such other officers, including one or more assistant Secretaries and one or more assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time by the BOD. The same person except the offices of President and Secretary may hold any two or more offices.
Section 2. The officers of the Corporation shall be elected annually by the BOD at the regular annual meeting of the BOD. If the election of officers shall not be held at such meeting, the election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the BOD. Each officer shall hold his or her old office until his/her successor shall have been duly elected and qualified.
Section 3. Any officer elected or appointed by the BOD may be removed by the BOD whenever, in its judgment, the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so named.
Section 4. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the BOD for the unexpired time of the term.
Section 5. The President of the Corporation shall preside at all member and Director’s meetings. The President may, and upon demand of any twenty members or three Directors, shall call special meetings of members or Directors. The President shall perform all the duties that usually pertain to the office or are delegated to him/her by the BOD.
Section 6. The Vice President shall, in the event of the absence or disability of the President, perform the duties of the President.
Section 7. The Secretary shall keep the records and books of account of the Corporation
Section 8. The Treasurer shall have the custody of all the monies and securities of the Corporation and shall perform all duties usually pertaining to the Treasurer’s office, or delegated to the Treasurer by the BOD. The Treasurer shall deposit all monies of the Corporation in such depositories as shall be selected by the BOD.
Article VII Committees
Section 1. The BOD shall designate committees as may be deemed necessary to promote the aims and goals of the Corporation. The committee shall possess and exercise such authority as the BOD shall determine.
Section 2. Each member of the committee shall continue as such until the next annual meeting of the Corporation and until his/her successor is appointed unless the committee shall be sooner terminated or unless such member be removed from such committee or unless such member shall cease to qualify as a member thereof.
Section 3. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 4. Special meetings of the BOD shall be called by or at the request of the President or any three Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
Section 5. Notice of any special meeting of the BOD shall be given at least two days previously thereto by written notice delivered personally, by mail or by any electronic means to each Director utilizing his/her contact information as shown by the Records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 6. A majority of the BOD shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than the majority of the Directors are present or represented by proxy, at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the BOD unless the act of a greater number is required by law or these Bylaws.
Section 8. The BOD shall fill any vacancy occurring in the BOD and any Directorship to be filled by reason of an increase in the number of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 9. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all the Directors.
Section10. Proxies may be granted by any Director to any other Director so long as the proxy is in writing and signed by or electronically verified as initiated by the Director granting said proxy.
Article VIII Contracts, Checks, Deposits, and Funds
Section 1. The BOD may authorize any officer or officers; agent or agents of the Corporation in addition to the officers so authorized by these Bylaws to enter any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. No contract to purchase, sell, lease, or convey and no conveyance of any real estate or leasehold interest owned by the Corporation shall be made unless authorized by the BOD.
Section 2. All checks, drafts, or orders for the payment of money, notes or evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers; agent or agents of the Corporation and in such manner as shall from time to time be determined by Resolution of the BOD. In the absence of such determination by the BOD, such instruments shall be signed by the Treasurer or an assistant Treasurer and counter-signed by the President or Vice President of the Corporation.
Section 3. The BOD may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
Article IX Books and Records
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and BOD, and shall keep at the registered or principal office a record giving the names and contact information (address, phone number, email, or any future electronic means) of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his/her agent or attorney for any proper purpose at any reasonable time.
Article X Dues
Section 1. The BOD may determine from time to time the amount of annual dues payable to the Corporation by members of each class of membership.
Section 2. Membership may be terminated by the BOD for any member who is in default in the payment of dues for a period of three months or other period as specified by the Board.
Article XI Seal
The Corporation shall have a corporate seal, which shall be in a form prescribed by the BOD and shall have inscribed thereon the name of the Corporation.
Article XII Honorary Board Member
The immediate past president of the Corporation shall remain on the BOD as an Honorary Member in an advisory capacity for a period not to exceed one year, or until such time as his/her successor is named and duly qualified.
Article XIII Limitation of Liability
Nothing herein shall constitute members of the Corporation as partners for any purpose. No member, agent, or employee of the Corporation shall be liable for the acts or failure to act on the part of any other member, officer, agent, or employee of the Corporation, nor shall any member, officer, agent of employee be liable for their acts or failure to act under these Bylaws, except only acts or omissions to act arising out of their willful malfeasance.
Article XIV Dissolution of the Corporation
This 501(c)(3) Corporation may be dissolved at any regular meeting or special meeting upon a vote of 2/3 majority of the members of the Corporation attending such meeting, provided however, that all the assets of the Corporation will pass immediately to the Gowen Research Foundation 501(c)(3) at its general offices in Lubbock, Texas or such other regularly organized and qualified charitable, educational, scientific, or philanthropic organization 501(c)(3) selected by the BOD. No assets of the Corporation shall inure to the benefit of any private member or individual.
Article XV Amendments to the Bylaws
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the majority of the Directors present, at any regular meeting or any special meeting if at least 2 days written notice is given of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting; provided however, that Article XIV immediately above shall remain in full force and effect throughout the duration of this Corporation.