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07 Dec 12

By-Laws

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Written by Jim Howland

BY-LAWS OF

The Gravely® Tractor Corporation of America

A Pennsylvania, Not-for Profit Corporation

ARTICLE I - OFFICES, FISCAL YEAR

1. The registered office of the corporation shall be determined by the Board of Directors and shall be published in each issue of the Corporation’s newsletter, the Gravely® Gazette. For purposes of incorporation, the registered office is located at 277 Cullen Road, Oxford, Pennsylvania, 19363.

2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the corporation may require.

The fiscal year of the corporation shall be the calendar year.

ARTICLE II – PURPOSE

1. The corporation is for the purpose of promoting member fellowship resulting from the shared interest in the ownership, history, preservation, maintenance, operation and enjoyment of all Gravely® tractors and their attachments.

ARTICLE III – SEAL

The corporate seal shall have inscribed thereon name of the corporation, the year of its organization and the words "Corporate Seal, Pennsylvania".

ARTICLE IV – ORGANIZATION

1. The Corporation is the exclusive property of its Members with each active Member owning an equal share of the Corporation and all of its property. Members who become inactive forfeit their equity in the Corporation. The forfeited equity will be distributed equally among the remaining active Members. The Corporation shall annually expend most of its monetary assets to the benefit of the Members and shall retain only enough balance to insure the continuation of the Corporation. The Corporation's financial responsibility to any Member shall not exceed the amount of dues paid by that member for one year, less any funds expended on behalf of that Member. Should the Board of Directors decide that dissolution of the Corporation is necessary; the Board shall insure that all debts and financial obligations are met and dispose of all remaining assets of the Corporation exclusively for the benefit of the Corporation members. All members in good standing for that calendar year shall receive equal shares of the remaining monies along with a final accounting summary.

2. The administration and management of all activities of the Corporation is the responsibility of the Board of Directors, hereinafter called the "Board". The Board shall consist of fifteen (15) Directors and shall represent the interests of the Membership. The Membership shall be kept informed of actions taken via the Newsletter or other mailings.

3. The President, Vice-President, Secretary, Treasurer, Editor and Registrar, the officers of the Corporation, shall be responsible to the Board and shall assist the Board with the conduct of the day-to-day activities of the Corporation.

ARTICLE V – MEMBERS

1. The corporation shall have members. Any person or organization interested in the purpose of the corporation may become a member by filing an application and paying the appropriate dues to the Registrar of the corporation.

2. The conditions and dues for members shall be set annually by the Board of Directors. Each member shall be entitled to one vote and shall be considered as an individual member for all activities.

3. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership or suspend or expel any member who shall be in default in payment of any dues or assessments.

4. Upon written request signed by a former member and with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

Membership in this corporation is not transferable or assignable.

ARTICLE VI – TERM OF OFFICE FOR DIRECTORS AND OFFICERS

1. The term of office and the Membership year of the Corporation shall be coincident with the calendar year.

2. Five Directors shall be elected for a three year term each year. The Directors shall be elected by the Membership using mail-in-ballots. The ballots shall be prepared by the Secretary, in consultation with the Board, and distributed to the Membership. Candidates may be nominated by petition from the Membership or by the Board and shall include existing Directors whose terms have expired. Nominations from the membership shall be made in writing and mailed to the Secretary of the Corporation. Such nominations shall include the signatures of five Members. Candidates and their nominators must be current Members as well as Members for the two preceding years. Candidates shall have attended not less than two Mow-Ins and two recent Board Meetings excluding those meetings held at the Mow-In. The Board shall approve each candidate to be placed on the ballot; board approval may not be withheld without specific cause. Any candidate so rejected, may challenge the cause and the dispute shall be resolved by special election by the Membership with a full explanation provided by the Board and the candidate. In the event there are more than five candidates for the five positions, the Board shall endorse five candidates for election by the Membership.

3. The Board may remove a Director for infrequent attendance of Board meetings or for failure to recognize that service on the Board is for the sole purpose of representing the interests of the Membership or for willfully ignoring duly passed rules and regulations of the Corporation or for working against the interests of the Corporation. Removal shall require an

affirmative vote by two-thirds of the Board. Votes may be taken at a duly called meeting, setting forth the removal of the officer as an agenda item, or by written vote, submitted by electronic mail or telefax, or by conference call, if previously arranged. The absence of a director from the meeting, with arrangement for alternative voting, shall be pre-approved by the officers. The director, whose removal is sought, shall not be entitled to vote.

4. Officers shall be elected by majority vote of the Board. The term of office for Officers shall be one year. Directors may serve as Officers and there shall be no limit to the number of terms that either Directors or Officers may serve.

5. Vacancies on the Board may be temporarily filled by a majority vote of the remaining members of the Board. A Director so selected must stand for election on the next Mail- In-Ballot to complete the term of that vacant Directorship.

6. Corporation Directors and Corporation Officers shall not have any relation that could result in biased decisions as a board member in service to the Corporation. This shall exclude from coincident service any and all immediate family members.

7. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors 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 in office and shall be filed with the Secretary of the corporation.

8. The Board of Directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors of the corporation. Any such committee, to the extent provided in the resolution of the Board of Directors or in the By- Laws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the following:

a. The submission to members of any action required by statute to be submitted to the members for their approval.

b. The filling of vacancies in the Board of Directors.

c. The adoption, amendment or repeal of the By-Laws.

d. The amendment or repeal of any resolution of the Board.

e. Action on matters committed by the By-Laws or resolution of the Board of Directors to another committee of the Board.

9. A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith.

ARTICLE VII – DUTIES OF DIRECTORS AND OFFICERS

1. The Board is the exclusive representative of the General Membership of the Corporation and shall make all decisions regarding policies, procedures and expenditures necessary for the administration and management of the Corporation and its activities. Only the Directors may vote at meetings and a majority vote of the entire Board (8 of 15) is required for the conducting of all Corporation business.

2. The Officers and any Appointed Committees shall function as consultants to the Board as well as perform the day-to-day management functions required for the operation of the Corporation.

3. Committees and their Chairpersons shall be appointed by the President and approved by the Board. They shall consist of Members, Directors or Officers of the Corporation.

a. Preside over all regularly scheduled meetings of the Corporation and provide and follow the written agenda for such meetings;

b. Notify the membership of all official activities of the Corporation and the time and place of such activities at least one month in advance;

c. Sign all contracts obligations and undertakings of the Corporation as authorized by the Board on behalf of the Corporation;

Perform such other duties as may be assigned by a majority vote of the Board.

5. The Vice-President shall perform all the duties of the President during the absence or disability of the President, and other duties which may be assigned by the President or the Board.

6. The Secretary shall:

a. Take and record minutes of all meetings of the Corporation;

b. Organize and maintain all of the records and communications of the Corporation for easy retrieval when needed;

c. Transfer all records of the Corporation, in good order, to the succeeding secretary at the end of his or her term;

7. The Treasurer shall:

a. Have custody of all the Corporation's funds and shall maintain an accurate record of these funds;

b. Present a written statement of these funds at all scheduled meetings of the Board and an annual statement of these accounts at the close of the calendar year;

c. Release only those funds authorized by a majority vote of the Board;

d. Present all records of these accounts for audit at the expiration of his/her term or when requested by the Board.

8. Editor shall:

a. Be responsible for collection, editing, composing, assembling, printing and mailing the Gravely® Gazette on a schedule approved by the Board;

b. Acquire assistance in performing duties as necessary from members or contract as approved by the Board;

c. Attend all meetings and other activities of the Corporation for the purpose of gathering information for the Corporation’s publication.

9. Register shall:

a. Maintain precise records of all members denoting their current status and standing in the Corporation;

b. Prepare and maintain Membership Application Forms to reflect the current requirements of the Corporation;

c. Send dues renewal notices to all members and recruit and accept new members into the Corporation;

d. Record registrations for the Annual tractor show;

e. Attend all Board meetings and report the status of the Corporation membership at these meetings;

f. Prepare the address information necessary for all mailings to the Membership;

g. Transfer all records of the Corporation, in good order, to the succeeding Registrar at the end of his or her term.

ARTICLE VIII - MEETINGS

1. The Board meetings should be held at least quarterly and actions taken at these meetings shall be reported to the membership in the next newsletter or by minutes of the meeting. The President shall call these meetings and any special meetings of the Board which may be requested by five (5) or more Board members. The call should include an agenda of the business to be conducted and the time and place of the meeting. All Members may attend any scheduled Board meeting to voice their opinions.

2. The annual tractor show shall be scheduled not less than one year in advance of the show date. This show may be counted as one Board meeting. The annual tractor show shall be held at a site approved by the Board of Directors. This meeting shall include:

The Annual Membership Meeting and Banquet;

b. Annual reports of the Officers and Committee Chairpersons, submitted to the Membership for their information.

3. The Board may organize or authorize additional activities and events which are deemed to be in the interest of the Membership so long as the Membership is advised of the availability of these activities and events not less than thirty (30) days in advance of the activity.

4. Written notice of every meeting of the members, stating the time, place and object thereof, shall be given by, or at the direction of, the Registrar to each member of record entitled to vote at the meeting either by written notice, email notice or by inclusion in the immediately preceding issue of the Gravely® Gazette.

5. Every member of the corporation shall be entitled to one vote. No member shall sell his vote for money or anything of value. Upon request of a member, the books or records of membership shall be produced at any regular or special meeting of the corporation.

ARTICLE IX– VACANCIES

1. If the office of any officer becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

2. 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, who may make such election at the next annual meeting of the members, or at any special meeting duly called for that purpose and held prior thereto.

ARTICLE X - BOOKS AND RECORDS

1. The corporation shall keep an original or duplicate record of the proceedings of the members and the directors, the original or a copy of its By-Laws, including all amendments thereto to date, certified by the Secretary of the corporation, and an original or a duplicate membership register, giving the names of the members, and showing their respective addresses and the class and other details of the membership of each. The corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated.

2. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings of the members and directors, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.

ARTICLE XI - MEMBERSHIP CERTIFICATES

1. Membership in the corporation may be evidenced by Certificates of Membership, in which case they shall be in such form and style as the Board of Directors may determine. The fact that the corporation is a nonprofit corporation shall be noted conspicuously on the face of each certificate. They shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary, and shall bear the corporate seal.

ARTICLE XII - TRANSACTION OF BUSINESS

1. Whenever the lawful activities of the corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income

and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the corporation.

3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

ARTICLE XI - ANNUAL REPORT

1. The Board of Directors shall present annually to the members a report, verified by the President and Treasurer or by a majority of the directors, showing in appropriate detail the following:

a. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report. b. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report. c. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation. d. The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation. e. The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found. This report shall be filed with the minutes of the meeting of members.

ARTICLE XII - MISCELLANEOUS PROVISIONS

1. One or more persons may participate in a meeting of the Board or of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE XIII- INDEMNIFICATION

1. The corporation shall indemnify each of its directors, officers, and employees whether or not then in service as such (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a director, officer or employee of the corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Corporation for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment. The right to indemnity for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such-director, officer or employee may be entitled.

ARTICLE XIV – AMENDMENTS

1. By-Laws may be adopted, amended or repealed by the vote of members entitled to cast at least a majority of the votes which all members are entitled to cast thereon at any regular or special meeting duly convened after notice to the members of that purpose.

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