Pennsylvania State Beekeepers Constitution and By-Laws

24 Oct 2026 (Changes approved 15 Nov 2025)

Available for download here.

C ON S T I T U T I O N

ARTICLE I          This Association shall be known as The Pennsylvania State Beekeepers Association.

ARTICLE II         The objects of this Association shall be:

1.     Promotion of the scientific study of bees and honey production.

2.     Dissemination of information on modern practical apiary management.

3.     Review of all proposed legislation that may affect apiculture or honey production in the Commonwealth of Pennsylvania and provide active support or opposition as the situation may demand.

4.     To promote closer fellowship between beekeepers and between the County Beekeeping Associations.

5.     To foster in the minds of the public a true appreciation of the economic and ecological importance of the honeybee.

ARTICLE III       This organization shall be governed by the Executive Committee and the officers as chosen, at such time, and in such manner, and for such periods, as the By-Laws shall ordain.

ARTICLE IV       The membership shall consist of persons who comply with conditions of membership set forth in the By-Laws.

ARTICLE V        Two annual meetings of the Association will be held – one a summer picnic and the other a meeting for the election of officers and conduct of general business preferable in the fall or winter at a place centrally located for Pennsylvania beekeepers.  Special meetings shall be called by the officers, or the secretary upon the written request of five members.

ARTICLE VI       This Constitution may be amended by a vote of two-thirds of all members present at any business meeting, of which thirty days notice shall be given in writing, or through the official organ of the Association, THE PENNSYLVANIA BEEKEEPER.

B Y  -  L A W S

ARTICLE I GENERAL

1.1        Name. The name of the Corporation is “The Pennsylvania State Beekeepers’ Association” (the “Corporation”).

1.2        State of Incorporation. The Corporation was formed on December 18, 1978 as a Pennsylvania nonprofit corporation, organized under the Pennsylvania Nonprofit Corporation Law of 1988 (the “Act”).

1.3        Registered Office. The registered office of the Corporation in Pennsylvania shall be at the place designated in the Articles of Incorporation, or at such place within the Commonwealth of Pennsylvania as the Board of Directors may determine. Before the change of location becomes effective, the Corporation shall either amend its Articles of Incorporation to reflect the change in location, or file a Statement of Change of Registered Office with the Pennsylvania Department of State.

1.4        Other Offices. The Corporation may also have offices at such other places within and without the Commonwealth of Pennsylvania as the Board of Directors may determine, or as the activities of the Corporation may require.

1.5        Forum selection. Any internal corporate claim as defined in Section 5513(c) of the Act must be brought exclusively in the Court of Common Pleas of York, County.

1.6        Corporate Seal. The Corporation shall not use a corporate seal and all documents, instruments, and agreements executed and delivered by the Corporation shall have the same efficacy as if a corporate seal had been affixed thereto.

1.7        Fiscal Year.       The fiscal year of the Corporation shall end December 31 or other such period as determined by the Board.

1.8        Purposes. The purposes of the Corporation are as provided in the Articles of Incorporation.

1.9        “The Pennsylvania Beekeeper.” The Pennsylvania Beekeeper shall be the official publication of the Corporation, with an editor appointed by the President.

1.10     Definitions. The terms “in writing” and “written,” as used in these Bylaws and the policies and procedures of the Corporation shall have the meaning set forth in Sections 102(a) and 107(b) of the Act for the term “written,” which is defined to mean inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form. The term “sign” or “signed,” as used in these Bylaws and the policies and procedures of the Corporation shall have the meaning provided for in Section 102(a) of the Act and shall mean (a) to sign manually or adopt a tangible symbol, or (b) to attach to, or logically associate with, information in writing, an electronic sound, symbol or process.

ARTICLE II
MEMBERSHIP

2.1        The Corporation is a Membership Corporation as set forth in its Articles of Incorporation.

2.2        Classes of Members. The various classes of Membership in the Corporation and the requirements for each are as follows:

·       General Member: Any beekeeper or anyone interested in beekeeping, who is 18 years of age may become a General Member. This Membership shall convey all privileges and rights to voting and holding office. The Board shall annually review dues.

·       Family Member: Any beekeeping family or any family interested in beekeeping may become members. This membership shall convey all privileges and rights to voting and holding office. Members must be over the age of 18 to vote and hold office. Family Membership is restricted to two (2) votes.

·       Lifetime Member: Lifetime Member’s dues will be ten times the Senior dues. Lifetime members shall have the right to vote.

·       Junior Member: Any beekeeper or anyone interested in beekeeping who is not yet eighteen years old may become a Junior Member. Junior Members are entitled to all the privileges of membership except the right to vote or hold office.

·       Life Member: Life membership may be awarded by the Board of Directors for faithful service over a period of at least five years and/or as determined by the Board of Directors. A life membership is awarded each year to the HB Queen.

·       Complimentary Member: Is awarded to university extension positions, affliated university members and vendors as awarded by the Board of Directors.

2.3        Membership Dues. The annual dues for membership shall be set at each Annual Meeting of Members. Life Members are not required to pay dues. Members must pay dues the Treasurer on or before the month of their annual anniversary of becoming a Member. Members in arrears 30 days shall be given special notice, and if in arrears thirty days after a special notice, shall be removed from Membership.

2.4 Meetings- Two annual meetings of the Corporation will be held – one a summer meeting and the other a meeting for the election of the Board of Directors and conduct of general business (the “Membership Business Meeting”). The Membership Business Meeting shall be held preferably in the fall or winter at a place centrally located for Pennsylvania beekeepers. At the Membership Business Meeting, the Chairperson shall make a report of the Board of Directors actions. Special meetings shall be called by the officers, or the secretary upon the written request of five members.In order to conduct business at a regular, special, or annual meeting of the Members of the Corporation, a quorum of at least twenty (20) Members must be present. A majority vote of the quorum present shall be sufficient to transact any manner of business. 

  Robert’s Rules of Order and Meeting Order of Business. The rules contained in the most recent edition of Robert’s Rules of Order shall govern the proceedings of the Corporation in all cases to which they are applicable and not inconsistent with these Bylaws, or applicable laws.  The Corporation’s meetings shall mainly be governed by the following Order of Business:

• 1.     Roll Call and sign in sheets
• 2.     Introduction of new members (or guests)
• 3.     Reading of Minutes
• 4.     Report of Chairperson of the Executive Committee
• 5.     Report of the Secretary-Treasurer or Treasurer
• 6.     Report of Standing Committees
• 7.     Old business
• 8.     Election of Officers
• 9.     New business
• 10.  Adjournment

2.5        Voting. The acts of all of the Members present at a meeting (including participants by telephone or similar communication as provided in Section 2.6 of these Bylaws) shall be the acts of the Members. Each Member shall have one (1) vote, and Members may not vote by proxy.

2.6        Use of Conference Telephone or Other Electronic Technology. To the fullest extent permitted by the Act, the Members may convene meetings exclusively by electronic technology. As long as all persons participating in such meetings have a reasonable opportunity to participate in the meeting, read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members and, subject to such guidelines and procedures as the Board of Directors may adopt, make appropriate motions and comment on the business of the meeting, participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.

2.7        Qualified Affiliated Clubs Requirements. Affiliated clubs that meet all of the following requirements, as confirmed by the Board of Directors, are “Qualified Affiliated Clubs” and thereby entitled to the benefits described in Section 2.8  below.

·       Affiliated Clubs shall have 10 members who are PSBA Members and declare that club as their primary organization and the declaration shall be documentation of compliance presented to Board of Directors.

·       Affiliated Clubs shall be not-for-profit or nonprofit organizations.

·       Affiliated Clubs shall meet in person where a minimum of fifteen (15) members are present and meet no fewer than five (5) times per year.

2.8        Qualified Affiliated Club Benefits.

·       Qualified Affiliated Clubs are entitled to appoint a representative to serve on the Board of Directors.

·       Qualified Affiliated Clubs are entitled to have their club’s activities listed in the Pennsylvania Beekeeper and PSBA Website Upcoming Events listings.

·       Qualified Affiliated Clubs are entitled to a rebate of an amount determined by the Board of Directors for each PSBA Membership Dues submitted through the Qualified Affiliated Club.

 

ARTICLE III
BOARD OF DIRECTORS

3.1   General Powers; Duties. The business and affairs of the Corporation shall be managed by the Board of Directors and all powers to act for the Corporation are hereby granted to and vested in the Board of Directors, except as otherwise provided in these Bylaws, the Articles of Incorporation, or by the Act. Unless provided otherwise in these Bylaws or by the Act, each Director shall have only one vote, regardless of any officer position that the Director may hold. The Directors shall exercise due diligence consistent with a duty of care that requires them to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they believe is in the best interests of the Corporation. The Directors shall also exercise their duty of loyalty with respect to the Corporation in accordance with the Corporation’s Conflict of Interest Policy.

3.2   Board of Directors Composition. The Board of Directors of this Corporation shall consist of:

• Elected officers of the Corporation,
• Three Past Presidents,
• Three (3) PSBA members in good standing nominated by nominating committee and elected at the Membership Business Meeting for a term of 1 year, and
• One (1) representative from each Qualified Affiliated Club.
• The Committee Chair of each of the Standing Committees.

 

3.3   Qualifications. Board of Directors Members must be at least eighteen (18) years of age and must have an ability to participate effectively in fulfilling the responsibilities of the Board of Directors. Directors need not be residents of the Commonwealth of Pennsylvania.

3.4   Resignation. A Member of the Board of Directors may resign at any time by giving written notice to the President and to the Secretary of the Corporation. The resignation shall be effective upon receipt by the President or Secretary or at such subsequent time as may be specified in the notice of resignation.

3.5   Removal. A Director may be removed at any time and for any reason (i.e., with or without cause) by the other Directors or by a vote of two-thirds of the full Membership. No advance notice and no formal hearing procedure need be followed in order to remove a Director. If any Director is removed, the resulting vacancy may be filled by the Board of Directors within the same fiscal year.

3.6   Vacancies. The Board of Directors shall by a majority vote of its members present at a meeting, fill by appointment any vacancy occurring in any elective office except that of President. This appointment shall be effective until the next Annual meeting of the Corporation.  

3.7   Meetings. The Board of Directors shall meet at least four times per year at such times and places as the President and Secretary shall decide. A meeting schedule for the following year for general membership meetings and Board of Directors meetings shall be announced no lager than February 1st each year.   Six Directors shall constitute a quorum. A meeting must be held at the written request, to the chairperson, of five members of the Board of Directors. All business coming before a meeting of the Board of Directors shall be decided by a majority of the Directors present. The acts of a majority of the Directors present (including participants by telephone or video conference call) at a meeting at which a quorum is present shall be the acts of the Board of Directors, unless a higher threshold is specifically required by the Act, by the Articles of Incorporation, or by these Bylaws.

3.8   Use of Electronic Meeting Technology. To the fullest extent permitted by the Act, one or more members of the Board of Directors and any committees thereof may participate in a meeting by means of conference telephone or other electronic technology. As long as all persons participating in such meetings can hear each other, participation in a meeting pursuant to this Section shall constitute “in person” presence at the meeting.

3.9   Action by Board of Directors in Lieu of a Meeting. Unless otherwise restricted by the Articles of Incorporation, or by the Act, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all of the members of the Board of Directors or committee, as the case may be, consent to the action in writing by affixing their signatures to a document(s) that is circulated for signature by electronic means (for example, through DocuSign or as an attachment to an email), and the signed document is – or signed documents, if they are signed in counterparts, are – filed with the Secretary of the Corporation.

3.10                  Liability. To the fullest extent permitted by Pennsylvania law, now in effect and as may be amended from time to time, a Director shall not be personally liable for monetary damages for any action taken or any failure to take any action unless:

(a)        The Director has breached or failed to perform the duties of the Director’s position (see Subchapter B of Chapter 57 of the Act); and

(b)        The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

As expressed in Section 5713(b) of the Act, the Corporation shall not provide liability protection to any Director with regard to the Director’s violations of any criminal statute, or the Director’s failure to make payment of taxes pursuant to federal, state, or local law.

Any repeal or amendment of this Section shall be prospective only and shall not increase, but may decrease, a Director’s liability with respect to actions or failures to act occurring prior to such change.

3.11                  Standard of Care, Justifiable Reliance, and Business Judgment Rule. Pursuant to Section 5712(a) of the Act, the Directors of the Corporation stand in a fiduciary relationship to the Corporation and must perform their duties as Directors, including their duties as a member of any committees of the Board or as officers, in good faith, in a manner they reasonably believe to be in the best interests of the Corporation, and with such care, including the skill, and diligence that a person of ordinary prudence would use under similar circumstances and reasonable inquiry into those issues required by the statutes of the Commonwealth of Pennsylvania to be considered in the circumstances and those interests and factors listed in Section 5715(a) of the Act (relating to exercise of powers generally) or Section 5716(a) of the Act (relating to alternative standard) that the Director considers appropriate. In performing their duties, Directors are entitled to rely in good faith on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared by any of the following:

(a)            One or more officers or employees of the Corporation or an affiliate of the corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

(b)            Counsel, public accountants, or other persons as to matters that the Directors reasonably believes to be within the professional or expert competence of such person; or

(c)             A committee of the Board upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

A Director is not considered to be acting in good faith if the Director has actual knowledge concerning the matter that causes the Director to believe reliance is unwarranted.

A Director who makes a business judgment in good faith fulfills the Director’s duties if:

(a)            The subject of the business judgment does not involve self-dealing by the Director or an associate or affiliate of the Director;

(b)            The Director is informed with respect to the subject of the business judgment to the extent the Director reasonably believes to be appropriate under the circumstances; and;

(c)             The Director rationally believes that the business judgment is in the best interests of the corporation.

Pursuant to Section 5715 of the Act, in discharging the duties of their respective positions, the Board of Directors, committees of the Board, and individual Directors of the Corporation may, in considering the best interests of the Corporation, consider to the extent they deem appropriate:

(a)            The effects of any action upon any or all groups affected by such action, including members, employees, suppliers, customers, and creditors of the Corporation, and upon communities in which offices or other establishments of the Corporation are located.

(b)            The short-term and long-term interests of the Corporation, including benefits that may accrue to the Corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the Corporation.

(c)             The resources, intent, and conduct (past, stated, and potential) of any person seeking to acquire control of the Corporation.

(d)            All other pertinent factors.

The Board of Directors, committees of the Board and individual Directors shall not be required, in considering the best interests of the Corporation or the effects of any action, to regard any corporate interest or the interests of any particular group affected by such action as a dominant or controlling interest or factor. The consideration of any of these interests and factors does not constitute a breach of fiduciary duty.

3.12                  Compensation of Directors; Reimbursement of Expenses. No Board of Directors member shall be compensated for services unless so authorized by a duly adopted resolution of the Board of Directors, requiring that: (a) such Director may only receive reasonable compensation for services rendered for the Corporation in carrying out its exempt purposes as established by the Board of Directors; and (b) such compensation is (i) consistent with the Corporation’s financial policies, (ii) does not adversely affect the Corporation’s qualification as an Corporation exempt under Section 501(a) and described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or give rise to intermediate sanctions under the Code, and (iii) shall be set by a committee composed of persons who have no financial interest in such determination. The Corporation generally expects Board members to incur expenses without reimbursement; however, the Board may adopt a policy to allow for reimbursement of Directors’ expenses, provided that such expenses shall be reimbursed only for ordinary, necessary, and reasonable expenses incurred in the performance of their duties as Board members and provided that such reimbursement does not adversely affect the Corporation’s qualification as an Corporation exempt under Section 501(a) and described under Section 501(c)(3) of the Code or give rise to intermediate sanctions under Section 4958 of the Code. Any expense reimbursements permitted must be made in accordance with procedures established by the Corporation.

3.13                  Loans to Directors. No loans shall be made by the Corporation to any of its Directors.

ARTICLE IV
COMMITTEES

4.1   Executive Committee. There may be an Executive Committee, which shall be comprised of the officers of the Corporation and the three past Presidents. The Executive Committee shall have and exercise the powers and authority of the Board of Directors in the management and business of the Corporation, except that neither the Executive Committee, nor any other committee established by the Board, shall have power or authority as to:

a)     The creation or filling of vacancies of the Board of Directors;

b)     The adoption, amendment, or repeal of these Bylaws;

c)     The amendment or repeal of any resolution of the Board of Directors that by its terms is amendable or repealable only by the Board;

d)     Action on matters committed by these Bylaws or resolution of the Board of Directors to another committee of the Board; or

e)     Action on matters pertaining to the acquisition, sale, mortgage, or pledge of real property.

Any action of committees bestowed with the authority to act on behalf of the Board shall be communicated to the Board at the next Board meeting. Subject to the restrictions on the committee powers provided in this Section , ratification of committee action is not required.

4.2   Standing Committees. There shall be following Standing Committees, made up of committee members appointed by the President. Committee members may include Directors and non-Directors. The Committees do not have the authority to bind the Corporation, unless otherwise set forth herein:

a. Beekeeper of the Year

b. Farm Show
c. Legislative
d. Nominating

e. Honeybee Advisory Board
f. Annual Meetings and Banquet

g. Promotion
h. Pa. Honey Queen
i. Publishing and Membership

j. Research
k. Scholarship

4.3   Duties and Responsibilities of Standing Committees. The duties and responsibilities of Standing Committees shall be the generation and execution of programs to further, in their areas of influence, the purposes of the Corporation as stated in the Articles of Incorporation, and any amendments thereto, and to engage in activities usual to such named committees.

4.4   Committee Chairpersons; Appointment and Term. The President shall appoint annually the chairpersons of all Standing Committees. Chairpersons shall serve for one (1) year. Chairpersons may appoint members to their committee in such manner as their activities may require.

4.5   Review of Committee Activities. The Board of Directors shall, upon request of the President, review programs and activities of any Standing Committee, and may approve, revise, or terminate for cause, any program or activity by a two-thirds vote of Directors present at any meeting of the Board of Directors. The chairperson of such committee shall have the right to appeal, and must be granted, upon request, a hearing prior to the initiation of any restrictive motions.

4.6   Other Committees. The Board of Directors may establish standing or special committees and designate their function and responsibility. Individuals appointed to committees need not be Directors, but any committee members who are not Directors may only serve in an advisory capacity such that their votes are not binding on the Corporation or the committee, and their attendance may not be counted for purposes of establishing a quorum at a committee meeting. Except as otherwise provided in these Bylaws, the Articles of Incorporation, or the Act, any committee may exercise such powers and functions as the Board of Directors may from time to time determine. See Section 4.1 in these Bylaws and Section 5731 of the Act for limitations on the power and authority of committees. Except as the Board may otherwise determine, the President shall appoint all committee members and committee chairs.

4.7   Committee Reports. Each committee, including the Board of Directors, shall keep minutes of its proceedings and report the same to the Board at each regular meeting of the Board, or otherwise as requested by the President. The chair of each committee shall present the report. If the chair of a committee is unable to attend the meeting to present the committee report, then the chair of that committee may designate another member of the committee to present its report. The Board of Directors shall adopt rules of procedure as it deems necessary for the conduct of the affairs of each committee.

4.8   Quorum. Unless a committee approves a greater or lesser number, a majority of its voting members shall constitute a quorum.

ARTICLE V
ELECTED OFFICERS

5.1   Elected Officers. The elective Officers shall be natural persons of at least eighteen (18) years of age, and there shall be a President, First Vice-President, Second Vice- President, Secretary, and Treasurer Positions. Each officer position must be held by a separate individual, except that one individual may hold the Secretary and Treasurer position, as determined by the Elected Officers in cooperation with the Nominating Committee prior to the Membership Business Meeting. Corporation Holding an officer position does not grant any Director greater voting authority or additional voting privileges.

5.2   Duties. The officers shall have and exercise such duties and functions as usually attach to their offices, with such additional duties and functions and subject to such limitations as may be provided in these Bylaws or established by the Board of Directors. Assistant officers shall perform such functions and have such responsibilities as the Board of Directors may determine. Officers shall ensure that the Board is fully informed about the Corporation’s activities and financial status and that the Board has full and accurate information necessary to make informed decisions about the Corporation’s operations. The Board of Directors may add to the corporate title of any officer (other than the President) a functional title in word or words descriptive of the officer’s powers or the general character of the officer’s duties.

5.3   Officer Selection.  The Officers of the Corporation shall be elected by the Members at the Membership Business Meeting. One nomination for each office shall be presented by the Nominating Committee at the time of the election of officers. All those nominated by the Nominating Committee shall be Members in good standing, as having current dues and no actions or behavior in conflict with PSBA business or committees and have indicated to the Nominating Committee that they are interested, willing, and agree to serve in the Officer position for which he or she is nominated. Other nominations may be made from the floor. Nominations from the floor for the Secretary-Treasurer or separate Secretary and Treasurer positions will comport with the Elected Officers’ decision to have a Secretary-Treasurer or separate Secretary and Treasurer positions. A majority vote of the Members present at the Membership Business Meeting shall be required for election. If no nominee secures a majority of votes, the two nominees with the highest number of votes will proceed to a second round of voting. Votes shall be cast either by paper ballot, hand count, or such other reasonable manner as determined appropriate by the Board of Directors.

5.4   Officer Terms. Each Officer shall serve for a term of one (1) year. The President may serve no more than four (4) consecutive terms. There are no term limits for other Officers. Each officer shall hold office until (a) the later of the expiration of the term for which the officer was elected or until the officer’s successor has been elected and qualified, or (b) until the officer’s earlier death, resignation, or removal.

5.5   Resignation of Officers. Any officer of the Corporation may resign at any time by giving written notice to the President and to the Secretary of the Corporation. The resignation shall be effective upon receipt by the President and Secretary or at such subsequent date as may be specified in the notice of resignation.

5.6   Removal of Officers. Any officer of the Corporation may be removed, or the officer’s authority may be revoked by resolution of the Board of Directors, whenever in the Board’s judgment the best interests of the Corporation will be served thereby, but such removal or revocation shall not affect any contract rights the person so removed may have with the Corporation.

5.7   Vacancies. The Board of Directors shall by a majority vote of Directors  present at a meeting, fill by appointment any vacancy occurring in any elective office except that of President. This appointment shall be effective until the next Membership Business Meeting of the Corporation  In the event of the President position being vacated, the First Vice President shall become President for the remainder of the term.  The ensuing vacant 1st Vice President position shall be filled by appointment by majority vote of the Directors present at a meeting. 

5.8   Compensation of Officers; Reimbursement of Expenses. The salaries or compensation, if any, of all officers of the Corporation shall be fixed by, or in the manner prescribed by, the Board of Directors, provided that no officer shall be compensated for services unless so authorized by a duly adopted resolution of the Board of Directors, requiring that: (a) such officer may only receive reasonable compensation for services rendered for the Corporation in carrying out its exempt purposes as established by the Board of Directors; and (b) such compensation is (i) consistent with the Corporation’s financial policies, (ii) does not adversely affect the Corporation’s qualification as an Corporation exempt under Section 501(a) and described under Section 501(c)(3) of the Code or give rise to intermediate sanctions under the Code, and (iii) shall be set by a committee composed of persons who have no financial interest in such determination. As provided in Section 3.13, the Corporation generally expects officers to incur expenses without reimbursement; however, the Board may adopt a policy to provide for reimbursement of officers’ expenses, provided that such expenses shall be reimbursed only for ordinary, necessary, and reasonable expenses incurred in the performance of their duties as officers and provided that such reimbursement does not adversely affect the Corporation’s qualification as an Corporation exempt under Section 501(a) and described under Section 501(c)(3) of the Code or give rise to intermediate sanctions under Section 4958 of the Code. Any expense reimbursements must be made in accordance with procedures established by the Corporation.

5.9   Officer's Standard of Care and Justifiable Reliance. Pursuant to Section 5733.1(a) of the Act, an officer shall perform the duties of an officer in good faith, in a manner the officer reasonably believes to be in the best interests of the nonprofit corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

In performing the duties of an officer, an officer is entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

(a)            One or more other officers or employees of the corporation or an affiliate of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented.

(b)            Counsel, public accountants or other persons as to matters that the officer reasonably believes to be within the professional or expert competence of such person.

An officer is not considered to be acting in good faith if the officer has actual knowledge concerning the matter that causes the officer to believe reliance is unwarranted.

 

An officer who makes a business judgment in good faith fulfills the duties of an officer if:

(a)            The subject of the business judgment does not involve self-dealing by the officer or an associate or affiliate of the officer;

(b)             The officer is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and

(c)              The officer rationally believes that the business judgment is in the best interests of the corporation.

5.10                  Personal Liability of Officers. To the fullest extent permitted by Pennsylvania law, now in effect and as may be amended from time to time, an officer shall not be personally liable for monetary damages for any action taken or any failure to take any action unless:

(a)        The officer has breached or failed to perform the duties of the officer’s position (see Subchapter C of Chapter 57 of the Act); and

(b)        The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

As expressed in Section 5733.2(b) of the Act, this Section, the Corporation  shall not provide liability protection to any officer with regard to the officer’s violations of any criminal statute, or the officer’s failure to make payment of taxes pursuant to federal, state, or local law.

Any repeal or amendment of this Section  shall be prospective only and shall not increase, but may decrease, an officer’s liability with respect to actions or failures to act occurring prior to such change.

5.11                  Loans to Officers. No loans shall be made by the Corporation to any of its officers.

5.12     Permanent Accumulative Fund. A permanent Accumulative Fund shall be established with the moneys and savings accounts for investing or loaning as here-in-after provided. The Board of Directors of the Corporation shall have general supervision and the Secretary- Treasurer or Treasurer, when qualified, shall be custodian of the Fund. The Fund may be invested only in approved Government, Municipal, or such other bonds and investments as are available to National Banks and Trust companies for investment of Trust Funds. The Fund may also be used to provide other grants and support, according to policies and procedures established by the Board of Directors. The Secretary-Treasurer or Treasurer shall recommend budgets, from the Fund, to be approved by the Board of Directors, for officer expenses and discretionary expenses.

5.13     Delegation of Officers’ Duties. Officers may delegate their duties to the Corporation’s President or Secretary or the Board may delegate or authorize the delegation of an officer’s powers or duties, for the time being, to any person.

ARTICLE VI
NOTICES

6.1        Form of Notice. Whenever written notice is required or permitted, by these Bylaws or otherwise, to be given to any person or entity, it may be given either personally, by email, or by sending a copy to the address or other contact information of the appropriate person or entity as it appears in the Corporation’s records.

6.2         Notice of Member Meetings. Written notice of every meeting of the Members, whether held by telephone or video conference or otherwise, shall be given to each Member at least ten (10) days prior to the day designated for the meeting for a meeting that will consider a transaction under Chapter 3 (relating to entity transactions) or a fundamental change under Chapter 59 (relating to amendments, sale of assets and dissolution) of the Act, or five days prior to the day named for the meeting in any other case. Such notice shall specify the place (and/or access information for meetings held exclusively by telephone or video conference), date, and hour of the meeting, and the general nature of the business to be transacted.

6.3        Notice of Board of Director’s Meetings. Written notice of every meeting of the Board of Directors, whether held by telephone or video conference or otherwise, shall be given to each Director at least three (3) days prior to the day designated for the meeting. Such notice shall specify the place (and/or access information for meetings held exclusively by telephone or video conference), date, and hour of the meeting, and in the case of a special meeting of the Board, the general nature of the business to be transacted.

6.4        Waiver of Notice. Whenever a written notice is required by these Bylaws or under the provisions of the Act, any person or persons (or entity or entities) entitled to receive the notice may waive in writing the right to receive notice. The written waiver may be signed before or after the time required for such notice. Except in the case of a special meeting of the Board of Directors or as otherwise required by the Act, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance by any person in person at any meeting shall constitute waiver of notice of such meeting, unless the person (or entity representative) attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not called or convened upon proper notice.

ARTICLE VII
INDEMNIFICATION AND INSURANCE

7.1        Representative Defined. For purposes of this Article, “representative” means any Director or officer or employee or agent, including volunteers, of the Corporation.

7.2        Indemnification in Third-Party Proceedings. The Corporation shall indemnify any representative who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation; for indemnification of actions by or in the right of the Corporation, see Section 7.3 below), by reason of the fact that such person is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, agent, or other representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the representative in connection with the action or proceeding if the representative acted in good faith and in a manner the representative reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe the representative’s conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the representative did not act in good faith and in a manner that the representative reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had reasonable cause to believe that the representative’s conduct was unlawful.

7.3        Indemnification in Derivative and Corporate Actions. The Corporation shall indemnify any representative who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, agent, or other representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the representative in connection with the defense or settlement of the action if the representative acted in good faith and in a manner the representative reasonably believed to be in, or not opposed to, the best interests of the Corporation. Indemnification shall not be made under this Section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.

7.4        Procedure for Effecting Indemnification. Unless ordered by a court, any indemnification under Section 7.2 or Section 7.3 shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct set forth in those Sections. The determination shall be made:

(a)        By the Board by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding; or

(b)        If such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or

(c)        By the Members.

7.5   Advancing Expenses. The Corporation shall pay expenses (including attorneys’ fees) incurred in defending any action or proceeding referred to in Section 7.2 in advance of the final disposition of the action or proceeding upon receipt of any undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that the representative is not entitled to be indemnified by the Corporation as authorized in this Article or otherwise.

7.6   Supplementary Coverage. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Act, or any agreement, vote of disinterested Directors, or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding that office. Article XI (relating to conflicts of interest) shall be applicable to any bylaw, contract, or transaction authorized by the Directors under this Section ; however, no indemnification may be made by the Corporation under this Article IX or otherwise to or on behalf of any person to the extent that:

(a)        The act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct, or recklessness; or

(b)        The Board determines that under the circumstances indemnification would constitute an excess benefit transaction under Section 4958 of the Code or an act of self-dealing under Section 4941 of the Code, if applicable.

7.7   Duration and Extent of Coverage; Indemnification of Former Representatives. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the Corporation and shall inure to the benefit of the heirs and personal representatives of that person.

7.8   Reliance and Modification. Each person who shall act as a representative of the Corporation shall be deemed to be doing so in reliance upon the rights provided by this Article. The duties of the Corporation to indemnify and to advance expenses to a representative provided in this Article shall be in the nature of a contract between the Corporation and the representative. No amendment or repeal of any provision of this Article shall alter, to the detriment of the representative, the representative’s right to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal.

7.9   Insurance. The Corporation shall purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a Director or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity, or arising out of the person’s status as such, whether or not the Corporation would have the power to indemnify the person against that liability under the Act. The Corporation’s payment of premiums with respect to such insurance coverage shall be provided primarily for the benefit of the Corporation. To the extent that such insurance coverage provides a benefit to the insured person, the Corporation’s payment of premiums with respect to such insurance shall be provided in exchange for the services rendered by the insured person and in a manner so as not to constitute an excess benefit transaction under Section 4958 of the Code or an act of self-dealing under Section 4941 of the Code, if applicable.

ARTICLE VIII
FUNDRAISING

8.1   Fundraising and Solicitation. The Corporation shall ensure that its fundraising and solicitation activities and materials meet federal and state law requirements and that these activities and materials are accurate, truthful, and candid.

ARTICLE IX 

CONFLICT OF INTEREST POLICY AND PROHIBITED ACTIVITIES

9.1   Adoption of Policy. The Corporation shall separately adopt a conflict of interest policy and distribute annual disclosure forms for the purpose of screening conflicts. It is the policy of the Corporation that no contract or transaction between the Corporation and a Member or one or more of its Directors or officers, or between the Corporation and any “interested entity” shall be authorized or entered into unless the material facts as to the interest and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorizes the contract or transaction by an affirmative vote of a majority of the Directors other than the interested Director(s) of the Corporation and the contract or transaction is in the interests of the Corporation. An “interested entity” includes any entity (a) in which a Member or one or more of the Directors or officers of the Corporation (i) are Members, Directors, or officers, or (ii) have a financial interest; or (b) in which a Member or any Director or officer of the Corporation has any other conflict of interest. Any interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes the contract or transaction.

9.2   Prohibited Activities.    In furtherance of the foregoing and not in limitation thereof, all Directors, officers and employees are expected to maintain ethical business and professional standards consistent with those of the Corporation and, unless approved by the Board as described in Section 9.1, to avoid activities which might conflict, or appear to conflict, with the best interests of the Corporation. No Member, Director, officer, employee, consultant, or agent of the Corporation shall take any action or carry on any activity, by or on behalf of the Corporation, not permitted to be taken or carried on by an Corporation: (a) exempt from federal income taxation under Section 501(c)(3) of the Code; and (b) that receives contributions which are deductible under Section 170 of the Code.

9.3   Prohibition Against Political Activities and Limitations on Lobbying. The Corporation shall not participate, or intervene, in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or lobbying except to the extent permitted by law for an Corporation exempt from federal income tax under Section 501(c)(3) of the Code. This provision shall not be deemed to limit the political activities of the Members, Directors, or officers acting in their individual capacity.

ARTICLE X
BOOKS AND RECORDS

10.1                  Bookkeeping; Record keeping. The Corporation shall keep (a) complete and accurate financial books and records; (b) minutes of all meetings of the Board and of any committees; (c) the original or a copy of its Articles of Incorporation (and any amendments thereto) and Bylaws, including all amendments thereto, certified by the Secretary; (d) a list of the names and contact information of its current Directors and officers; (e) a copy of the Corporation’s IRS Form 1023; and (f) all reports delivered to state and federal officials for the last seven years. Originals or duplicates of such books and records shall be kept at either the registered office of the Corporation, the principal place of business of the Corporation, and/or at such other reasonably accessible place as the Secretary may determine. The Corporation may separately adopt a records retention policy.

10.2                  Transparency. The Corporation shall ensure that its audited financial statements, annual federal tax reports, and other annual reports are complete and accurate, and to the extent required by law and in accordance with the procedures established by law, are posted to the Corporation’s website or otherwise made available to the public upon request.

ARTICLE XI
AMENDMENTS

11.1                  Bylaws. The Bylaws may be amended by a majority vote of all Members present at any meeting, provided notice of the proposed changes had been emailed to all Members or printed in the official organ of the Corporation, “The Pennsylvania Beekeeper”, at least thirty days prior to the meeting.

11.2                  Articles of Incorporation. The Articles may be amended by a majority vote of all Members present at any meeting, provided notice of the proposed changes had been emailed to all Members or printed in the official organ of the Corporation, “The Pennsylvania Beekeeper”, at least thirty days prior to the meeting.

 

 

RAR 24 Oct 2026 (Changes approved 17 Nov 2025)