SECTION 1– The name of this association shall be Pittsburgh Coal Mining Institute of America (hereafter “Institute”) which was formed in 1976 as a result of the merger of the Pittsburgh Coal Mining Institute and the Coal Mining Institute of America. Its objective shall be to encourage education and the growth of knowledge relating to coal mining including providing scholarships, to advance study and research into mining methods and problems, to promote safety and efficiency in the coal mining industry,
to encourage closer cooperation between the coal industry and State and Federal government agencies, to disseminate information relating to the coal mining industry and to otherwise advance the mutual interests of the members of this association.
SECTION 2 – the Institute shall not operate for the profit of its members and no part of the net earnings of the Institute shall inure to the benefit of any member or other individual.
Article 02. Membership
SECTION 1 – Any person engaged in or affiliated with coal mining or related industries and occupations who registers and attends the annual meeting or attends the Health and Safety Seminar, or a Board of Director’s Meeting in at least one of the two preceding years, be shall deemed a member of the Institute.
Failure to register for the annual meeting or to attend the Health and Safety Seminar, or a Board of Director’s Meeting for two consecutive years may, at the discretion of the Board of Directors, result in the termination of membership.
SECTION 2 –The amount of annual dues, if any, may be established from year to year by the Board of Directors.
Article 03. Meeting of the Institute
SECTION 1 – There shall be an annual meeting of the members of the Institute for the purpose of the officers consisting of a President, three (3) Vice Presidents and a Secretary – Treasure and members of the Board of Directors, receiving reports, and transacting other business. The time and place of the annual meeting shall be determined by the Board of Directors.
SECTION 2 – Interim meetings of the Institute may be called by the Board of Directors as if deems necessary or advisable.
SECTION 3 – Written notice of any regular or special meeting of the Institute shall be mailed to the members by the Secretary of the Institute at least ten (10) days prior to the meeting.
SECTION 4 – Twenty members of the Institute at a meeting shall constitute a quorum.
Article 04. Board of Directors
SECTION 1 – The business and affairs of the Institute shall be managed by its Board of Directors. The Board shall be composed of at least thirty (30).persons to be elected at large by the members of the Institute. A Director’s term shall begin to run from the time such member is elected and shall continue until ended by resignation, removal or death.
SECTION 2 –The Board shall hold its annual meeting at a time, and place designated by the President. Regular meetings of the Board may be called by the President or by or at the request of a majority of the members of the Board or at the request of the Executive Committee. Notice of any annual or regular meeting shall be given at .least ten (10) days prior to the date of meeting, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 3 – The Board of Directors may appoint such additional Directors who shall be subject to election at the next annual meeting and employ such staff personnel as shall be necessary t carry out the purpose of the Institute.
SECTION 4 – Meeting of the Executive Committee may be called at any time by the President or any three (3) members of the Executive Committee upon at least twenty-four (24) hours’ written notice. The presence of seven (7) members of the Executive Committee shall constitute a quorum for the transaction of business.
SECTION 5 – One (1) or more members of the Executive Committee may participate in a meeting of the Committee by means of conference telephone or similar communications equipment.
SECTION 6– If all the members of the Executive Committee shall severally or collectively consent in writing to any action to be taken, such action shall be valid as though it had been authorized at a meeting of the Executive Committee.
Article 06. Officers and Their Duties
SECTION 1 – The officers of the Institute shall consist of a President, three (3) Vice Presidents and a Secretary-Treasurer.
SECTION 2 – The President shall be the chief executive officer of the Institute and shall be in general and active charge of the business and affairs of the Institute. He shall preside at all regular and special meetings of the Institute and at all meetings of the Board of Directors and Executive Committee. He shall appoint such special committee or committees, as deemed necessary, to represent the Institute and carry out its purposes.
SECTION 3 – The Vice President shall perform such duties as may be prescribed from time to time by the Board of Directors or the President. In the event of the President’s absence or inability to act, the Vice President or Vice Presidents designated from time to time by the Board of Directors or the President shall perform the duties pertaining to the office of President.
SECTION 4 – The Secretary-Treasurer shall record in permanent form the proceedings of all meetings of the Institute, the Board of Directors, and the Executive Committee.
He shall notify the members of the Executive Committee of al meetings of the Executive Committee. The Secretary-Treasurer shall also record the names and addresses of all of the members of the Institute and keep an accurate record of dues collected.
In addition, the Secretary-Treasurer shall have general charge of the funds of the Institute. He shall keep an accurate record of all money received and paid out and shall have his accounts audited at least once a year. All orders for the payments of funds of the Institute shall be signed by the Secretary-Treasurer after he has satisfied himself that such orders are for proper expenditures and such orders shall be countersigned by either the President or member of the Board of Directors as designated by the President.
The Secretary-Treasure shall also make reports, in writing, to the members of the Board of Directors which shall detail the finances and membership of the Institute.
Article 07. Nomination for Election of Officers and Members of the Board of Directors
SECTION 1 – At least thirty (30) days prior to the annual meeting of the Institute, a Nominating Committee appointed by the President shall meet and nominate candidates for election as officers and the Board of Directors for the coming year.
SECTION 2 – Candidates for the election of officers and the Board of Directors may also be nominated by any member of the Institute by setting forth the name and address of each candidate desired
and by forwarding such nomination to the Secretary of the Institute at least five (5) days prior to the annual meeting of the Institute.
SECTION 3 – The names of the nominated candidates shall be presented before the Institute at the annual meeting and the membership shall elect the officers and the members of the Board of Directors.
Article 08. Amendments
SECTION 1 – The Constitution and By-Laws may be changed, altered or amended at any meeting of the Board of Directors at which a quorum is present by a two-thirds (2/3) vote of the Directors present, provided that written notice of such proposed change, alteration or amendment shall have been mailed to all Directors at their last given address at least ten (10) days in advance of the meeting at which such action shall be voted upon.
Article 09. Rules
SECTION 1 – The Parliamentary Rules contained in “Robert’s Rules of Order” shall govern the Institute meeting in all cases not inconsistent with the Constitution and By-Laws.
Article 10. Exempt Organization Status
SECTION 1 – It is the purpose of the Institute to qualify as a charitable organization within the meaning of Section 501 (c)(3) of the Internal revenue Code of 1986, as amended. To that end, the Institute shall operate exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of such Code.
SECTION 2 – No substantial part of the activities of the Institute shall be the carring on of propaganda, or otherwise attempting to influence legislation, and the Institute shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
SECTION 3 – Notwithstanding any other provisions set forth herein, the Institute shall not carry on any other activities not permitted to be carried on (i) by an entity exempt form federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended as an organization described in Section 501(c)(3) of the Internal Revenue Code, as amended, or corresponding provisions of any subsequent federal tax laws, or (ii) by an entity contributions to which are deductible for federal income tax purposes.
Article 11. Miscellaneous
SECTION 1 – The Institute shall maintain its principal office and may maintain such other offices at such locations as the Board of Directors may deem necessary.
SECTION 2 – Should the Institute at any time elect to terminate its existence, its property to the extent necessary shall be converted to cash and Board of Directors shall cause all of its obligations and commitments to be liquidated and shall make provision for such liquidation.
Any money or assets remaining thereafter shall be distributed and paid over to such nonprofit, charitable fund, foundation or corporation which is then an exempt organization under Section 501©(3) of the Internal Revenue Code of 1986, as amended, as the Board of Directors shall determine. No private individual shall share in the distribution of any money or assets upon the termination of the Institute.