The Board of
Managers shall consist of the Officers of the Society, twelve (12) Managers
and ex officiis, the Captain of the Color Guard and the Regent
of every Chapter of the Society. All of the Officers and Managers shall
be elected at the annual Meeting. The twelve (12) Managers shall be
elected in groups of four (4) to serve for three (3) years, so that
annually four (4) shall be elected and shall not be eligible to succeed
themselves. Should a vacancy occur among the twelve (12) Managers, the
Board of Managers shall fill the vacancy for the remainder of the term
and said appointee shall be eligible for election at the expiration
of said term. Should a vacancy occur among the Officers, the Board may
fill the same until the next annual election.
The Board shall
be the judge of the qualifications of the candidates for admission to
the Society and shall have the power to elect the same to membership.
It shall have charge of all special meetings of the Society and shall,
through the Secretary, call special meetings at any time, upon the written
request of ten (10) members of the Society, and at such other times
as it sees fit. It shall recommend plans for promoting the objects of
the Society, shall digest and prepare business, and shall authorize
the disbursement and expenditure of unappropriated money in the treasury
for the purposes of the Society. It shall generally superintend the
interests of the Society and execute all such duties as may be committed
to it by the Society. It shall make a general report at each annual
meeting of the Society.
A member of
the Board of Managers of the Society shall be appointed by the Board
to represent the Society on the Board of Managers of the General Society.
At the meetings
of the Board of Managers ten (10) members shall constitute a quorum
for the transaction of business.
Effective as
of January 17, 1987, a member of the Board of Managers of the Society
shall not be personally liable for monetary damages for any action taken,
or any failure to take any action, unless: (1) the manager has breached
or failed to perform the duties of his office under Section 42 Pa. C.S.A.
8363 (relating to standard of care and justifiable reliance); and (2)
the breach or failure to perform constitutes self-dealing, willful misconduct
or recklessness. The provisions of this paragraph shall not apply to:
(1) the responsibility or liability of a manager pursuant to any criminal
statue; or (2) the liability of a manager for the payment of taxes pursuant
to any local, state or federal law.
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