Article 1
1. Name
The organization, to be incorporated in the Commonwealth of Pennsylvania, shall be known as Valley Search and Rescue (hereafter called “the Corporation”). The Corporation is formed subject to the requirements of: (1) a rescue organization as a charitable organization in the Commonwealth of Pennsylvania when the organization is soliciting gifts for charitable or benevolent purpose(s); and (2) section 501(c)(3) of the internal Revenue Code for volunteer emergency service organizations.

2. Purposes
The Corporation is organized exclusively for charitable, educational and humanitarian service purposes. Said purposes include the receipt of donations and contributions that qualify as tax deductible gifts under section 501(c)(3) of the Internal Revenue Code.
A. To encourage and nurture the development and operation of volunteer search and rescue activities in Pennsylvania and elsewhere.
B. To conduct and carry out the work of the Corporation, not for profit, but exclusively for humanitarian, educational and public service activities. The Corporation does not have a stated independent social purpose.
C. To the support of and to provide search and rescue services in the commonwealth and elsewhere.
D. To enter into Memorandums of Understanding and/or contracts with the Pennsylvania Emergency Management Agency and others.

Article 2
1. Membership
For screening purposes and in compliance with affiliated organizations, all membership applicants are subject to a criminal history background check at their expense.
A. Founding Membership:
1) Founding members are those signing this original document and are considered full members in their respective categories with all the rights, responsibilities and privileges there in.
2) Will attend annually, a majority of regular and special meetings of the corporation.

B. Probationary Membership
1) This category is for new individuals or groups of individuals wishing to join the Corporation. Probationary members will be on probation for a period of not more than one (1) year. The probation period may be reduced, waived or the Probationary member refused membership at the discretion of the Board of Directors.
2) The Probationary Member will:
a. Have no voting rights
b. Attend at least four (4) general meetings within the year
c. Be available to receive sufficient training so as to become certified
d. Become proficient at, and technically competent in Search and Rescue related activities
e. Be available to assist, within reason, on “Call Outs”
f. Become familiar with the By-Laws
g. Sign a member pledge including the Code of Ethics
h. Learn committee functions and participate in team related activities

C. Operational (Full) Membership
1) The Operational Member will:
a. Have full voting rights
b. Be certified to NASAR and/or PSARC standards
c. Participate in committee functions and team related activities
d. Be on the “Call-Out List”
e. Attend annually a majority of the regular meetings of the Corporation
f. Can be nominated and elected to the board by the membership

D. Corporate (Full) Membership
1) The Corporate Member will:
a. Have full voting rights
b. Serve on the Board of Directors
c. Attend Board, General and Special meetings as required
d. Support the operational team in matters of business

2. Dues
Assessments to individual members (Probationary, Operational, and Corporate) will be done annually at the direction of the Board of Directors.

3. Standing
A member will be in “Good Standing” only when all membership requirements are current and all assessments or dues are fully paid. No member may vote on any issue nor serve in any office or committee when not in “Good Standing”.

4. Responsibilities
Members shall:
A. Elect members in “Good Standing” to the Board of Directors
B. Determine the general direction of the Corporation by attending meetings, offering suggestions and responding to reports and information from the leadership of the Corporation
C. Vote on matters and conduct business as from time to time comes before the general membership
D. Promote, at each appropriate opportunity, the Corporation and it’s mission
E. Participate in communications, community outreach, fundraising and training endeavors.

5. General Meetings
Notice of time, date and place of the meeting shall be made available to members via telephone, e-mail, or regular mail. The schedule should be made at the first board meeting of each year.

6. Special Meetings
Special meetings of the membership will be called by the President within 14 days of any written request from two-thirds (2/3) of the Board of Directors or twenty-five (25) percent of the membership. A quorum must be present for the purpose of said special meeting. The purpose of the meeting shall be stated in the written request. No other business may be conducted beyond that which is stated and for which the special meeting has been called.

7. Quorum
At least two-thirds (2/3) of the voting members must be present at all regular membership meetings and three-fourths (3/4) at any special meetings to constitute a quorum.

Article 3
1. Directors
A. Directors will be elected by the voting membership in “Good Standing”
B. Nominees will be members in “Good Standing”
C. Term will consist of two (2) years with not more than three (3) consecutive terms

2. Responsibilities
Directors will:
A. Elect officers of the Corporation including:
1) President
2) Vice President
3) Secretary
4) Treasurer
B. Be accountable to:
1) The membership for managing the business affairs of the Corporation
2) The Commonwealth, for adhering to corporate laws
3) The Federal Government; in matters relating to:
a. Legislation
b. Regulations affecting non-profit corporations
C. Amend Articles of Incorporation, Constitution and By-Laws.
Any business pertaining to these amendments require that all Directors be present or in direct telephone contact during discussion and voting.
D. Have one vote
A motion requires a majority to carry (except as required to amend articles of incorporation, Constitution, or By-Laws) provided a quorum is present at the meeting in which the motion is made.
E. Have the power to fill vacancies until the next regularly scheduled election
F. Non-Participation
1) Any Board Member absent from three (3) consecutive meetings without acceptable explanatory correspondence to the President shall be considered to have resigned.

3. Officers
Elected Officers will include:
A. President:
The President shall be Chief Executive Officer and will preside at meetings of the Board of Directors (executive session) and at regular and special meetings or the General Membership. The President is responsible for ensuring that the lines of direction, as approved by the Board of Directors, are implemented. The President shall report to the Board of Directors and General Membership on the conduct and management affairs of the Corporation. The President shall be and Ex-Officio member of all Committees and shall perform such other duties as prescribed in the articles of incorporation.
B. Vice President:
The Vice President, in the temporary absence or disability of the President, shall preside at meetings of the Board of Directors (executive session) and at regular and special meetings of the General Membership. The Vice President shall have such powers and perform such other duties as assigned by the President. Upon vacancy of the position of President, by reason of illness, just cause, removal, completion of maximum term or the Presidents decision not to serve, the Vice President shall assume the duties, responsibilities and office of the President.
C. Secretary:
The Secretary will be responsible for issuing notices of meetings and maintain the minutes of such meetings. The Secretary will be responsible for the custody of the corporate books, records and files. These documents will be kept in a safe location as designated by the Board of Directors. The Secretary will be the primary contact with respect to correspondence and will respond to all such correspondence as directed by the Board of Directors.
D. Treasurer:
The Treasurer shall be responsible for monitoring the central receipt and custody of all assets of the Corporation and will monitor disbursements as authorized by the Board of Directors. The Treasurer will issue a report as to the financial condition, receipts and disbursements to the Board of Directors and at regularly scheduled meeting of the General Membership. The Treasurer shall perform such other duties incident to the office of the Treasurer and shall exercise other powers and perform other duties as may be assigned by the President or Board of Directors. The Treasurer shall be an Ex-Officio member of the Finance Committee.

4. Nominating Committee
A. The President will submit to the Board of Directors for approval the names of at least three (3) members to serve on the nomination committee. The Board of Directors will appoint three (3) members to serve on the committee.
B. The Committee will present to the General Membership a slate of nominees sufficient in number to fill any vacancies
C. Nominees will be elected by a majority of voting members.
D. Nominations and elections will be held annually

5. Quorum
A quorum is achieved only when Seventy-Five (75) percent of the elected board members are present.

6. Removal of Officers / Board Members
Except for reasons of just cause and non-participation, which require only a quorum be present and a majority vote of the Board of Directors, and removal of Officers or Directors require a unanimous decision by the Board of Directors. The subject Officer / Director will have no vote in the matter.

Article 4
1. Board Committees
The board may establish (and dissolve) standing committees, special committees and task groups, as it deems necessary.
A. The President, subject to approval by the Board of Directors, shall appoint the Chairperson of each standing committee. Appointments shall not exceed the term of the appointing President. The president shall appoint the chair and committee members to all ad-hoc committees
B. Each committee shall solicit a secretary who shall record the minutes of all committee meetings and report the same to the Board of Directors.
C. Each committee shall establish and publish a schedule of meetings, a plan to accomplish their task, and a current roster of committee membership.

Article 5
1. Fiscal Responsibilities of Officers and Board of Directors
A. Fiscal Year
The Fiscal Year shall be set as the Calendar year
B. Contributions
All contributions, bequests and gifts to the Corporation shall be accepted and collected only as directed by the Board of Directors.
C. Depositories / Investments
1) The Treasurer shall deposit funds credited to the Corporation under conditions set by the Board of Directors.
2) The Treasurer will invest Corporate funds in accordance with the direction of the Board of Directors or any committee of the Board of Directors appointed for such purpose.
D. Signatures
Two signatures of Officers are required on any disbursements of corporate funds. One of these signatures shall be of the President or the Treasurer
E. Budget
The annual budget of estimated income and expenditures shall be submitted by the Finance Committee and approved by the Board of Directors. No expense shall be incurred in excess of total budgetary appropriations without prior approval of the Board of Directors.
F. Audits
The Finance Committee or and independent public accountant shall be retained by the Board of Directors to make an annual examination of the financial accounts of the corporation. An annual report of all examinations shall be submitted to the Board of Directors and presented to the organizational membership.
G. Legal Council
Independent legal council may be retained by the Board of Directors in order to (but not limited to):
1) Ensure compliance with all Federal and Commonwealth requirements.
2) Review and advice on any or all legal instruments that the Board of Directors executes. Such as:
a. Leases
b. Property purchases or sales
c. Contracts
d. Review of any official statements developed for the print or electronic media

Article 6
1. Parliamentary Authority
Roberts Rules of Order (newly Revised Edition) shall be the parliamentary authority governing meetings of the Board of Directors, all committees and regular meetings subject to the laws of the Commonwealth, these articles of incorporation and any special rules adopted by the organization.

Article 7
1. Amendments
A. There are two (2) ways to amend the Constitution and By-Laws:
1) Proposed by the Board of Directors
2) Proposed by any member in “Good Standing”

B. The Constitution and By-Laws may be amended by a two-thirds (2/3) vote of the members present at any regular meeting provided that:
1) A quorum is in attendance
2) The proposed amendment has been included in the notice of the meeting.

C. If an amendment to the Constitution or By-Laws is proposed at a regular meeting without due notice being given, the Secretary shall, within fifteen (15) days, draft the proposed amendment as directed by the Board of Directors and Mail (or otherwise deliver) the proposed amendment to the membership indicating the time and place of the meeting at which it will be voted upon.
D. An Amendment requires a two-thirds (2/3) plurality to carry

Article 8
1. Liability of Directors
As a general rule, a Director of the Corporation shall not be personally liable for monetary damages for any action taken or any failure to take action, except to the extent that exemption for monetary damages is not permitted under the Commonwealth of Pennsylvania as now or hereafter in effect. The intent of this sub-section is to exempt Directors from personal monetary liability to the maximum extent permitted under the Pennsylvania Directors Liability Act or any other law now or hereafter in effect.

Article 9
1. Corporate Dissolution
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation:
A. Dispose of all assets of the corporation exclusively for the purpose of the Corporation in such a manner or to such organization or organizations operated exclusively for the following while at the same time qualifying as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future Internal Revenue Code, as the Board of Directors determines:
1) Charitable
2) Educations
3) Religious
4) Scientific
B. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is located, exclusively for such purposes and to such organization or organizations as said Court shall determine.

Signed this 2nd day of February, 2005
Joseph Corona
Michael Corona
Terri Corona
Joseph James
Marianne James
William Mannix
Paula Marinkovits
Brenda Richards

Founding Members, Valley Search and Rescue