Article I: Name & Organization
1.01 The name of this committee shall be Smethport Heritage Council and shall operate under the auspices of the Smethport Borough Council and be responsible to the Smethport Borough Council.
1.02 Whenever possible, meetings will be held in the Borough Office.

Article II: Mission & Objectives:
2.01 To oversee the implementation of the “Smethport Heritage Community”
Master Plan
• To Pursue economic development and downtown revitalization utilizing historic preservation as a tool, and also,
• To utilize and take advantage of our region’s rich natural resources, architectural assets, and history to provide economic development, and also,
• To improve the quality of life for all Smethport residents.
2.02 Major Objectives:
• To establish a mechanism for and oversee capital fund raising projects
• To establish a mechanism for writing grants
• To recommend priorities for implementation of projects considering available funds and manpower
• To establish and oversee project implementation committees
• Conduct periodic review of progress

ARTICLE III: Membership
3.01 Members of the Smethport Heritage Council will consist only of the members of the Board of Directors, and will be responsible for administering the affairs of the Smethport Heritage Council.
3.02 Membership to the Board of Directors is free and open to any interested individual who supports the work of the Smethport Heritage Council, subject to the requirements of Article IV.
3.03 The Board of Directors should reflect as broad and as diverse a segment of the community as possible.

ARTICLE IV: Board of Directors
4.01 The initial Board of Directors of the Smethport Heritage Council shall be appointed by the Smethport Borough Council or by the invited groups who select their representative. The Smethport Heritage Council shall be governed by a minimum of eleven (11) and a maximum of nineteen (19) Directors. As the initial terms of the Board of Directors expire, subsequent Directors of the Heritage Council shall be elected by the members eligible to vote. The term of office for each Director shall be three (3) years commencing from January thirty- first (31) of each year, except that the term of office for the members of the initial Board of Directors shall be as follows:
a. Six (6) shall be elected for a three (3) year period.
b. Six (6) shall be elected for a two (2) year period.
c. Seven (7) shall be elected for a one (1) year period.

Thereafter six (6) or seven (7) of the Directors shall be elected at each annual meeting of the members. Nominations to the Board shall be made by the Nominations Committee appointed by the Board and shall be set forth in the notice of the annual meeting. Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified. Directors in office may be re-elected for additional terms, although it is recommended that a Board member serve a maximum of two (2) consecutive terms.
4.02: Composition of the Board of Directors:
(6) Members at-large initially appointed by the Borough of Smethport Council. (initial 3 year term). Members at large will be appointed following open application process. Following initial appointment, replacements will be selected by Smethport Heritage Council Board of Directors.

The following organizations will be invited by the Smethport Borough Council to contribute a voting member to the Smethport Heritage Council Board of Directors:
(1) Invited: A representative of the Smethport Chamber of Commerce selected by the Chamber of Commerce (initial 2 year term)
(1) Invited: A representative of the Smethport Ministerium selected by the Ministerium (initial 2 year term)
(1) Invited: A representative of the Smethport Area School Board selected by the Smethport Area School Board (initial 2 year term)
(1) Invited: A representative of the county selected by the County Board of Commissions (initial 2 year term)
(1) Invited: A representative of the Hamlin Bank selected by the Hamlin Bank (initial 2 year term)
(1) Invited: A representative of the Northwest Savings selected by the Northwest Savings (initial 2 year term)

The following existing Borough committees and commissions will be invited by the Smethport Borough Council to contribute a voting member to the Smethport Heritage Council Board of Directors:
(1) Smethport Borough Board of Trade member (initial 1 year term)
(1) Smethport Borough Parks Planning committee member (initial 1 year term)
(1) Smethport Historic Registry member (initial 1 year term)
(1) Smethport Shade Tree Commission member (initial 1 year term)
(1) Smethport Borough Planning Commission member (initial 1 year term)

Borough Council will provide:
(1) The Smethport Borough Council President or his councilman designee.
(initial 1 year term)
(1) Borough of Smethport Borough Council member appointed by the Smethport Borough Council (initial 1 year term)
4.03 The Mayor will be a non-voting member except in the case of a tie.
4.04 If the above invited groups do not appoint a member or decide not to participate, the Heritage Council may appoint according to guidelines a replacement member at-large.
4.05 Any vacancy occurring in the Board of Directors (other than a vacancy resulting from the normal expiration of a term of office) may be filled by the affirmative vote of a majority of the current members of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Director may resign by submitted written notice of resignation to the Secretary. Any Director may be removed from office at any time by the affirmative vote of two-thirds (2/3) of the Directors in office. Any member of the Board of Directors who is absent from three (3) consecutive regular meetings without cause for such absence may be removed as a member of the Board of Directors.
4.06 The Board of Directors of the Heritage Council may hold regular and special meetings. Regular meetings shall be held not less than twelve (12) times each year. Special meetings of the Board may be called by the President or by four (4) or more Directors. Written notice of the time, place, and agenda for the regular and special meetings shall be given to each Director either by email, personal delivery, mail, or telephone as well as posted at the Borough Council Office at least five (5) days before the meeting. The President and Secretary are responsible for making the required timely contact of all Board members and meeting postings prior to any regular or special meeting.
4.07 All meetings are open to the public and the public is encouraged to attend.
4.08 At all meetings of the Board, a majority of the voting members thereof shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
4.09 The immediate past president shall become an ex-officio member of the Board of Directors for a period of one year, if s/he is not already a member of the Board.

ARTICLE V: Committees
5.01 The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate standing committees. All standing committees shall consist of not less than three (3) members and no more than five (5) and shall have as a chairperson a member of the Board of Directors of the Heritage Council who shall be responsible for directing and coordinating the affairs of the Committee.
5.02 Committee membership is open to any interested member of the general public. Committee members are appointed by Heritage Council.
5.03 A Board of Director can serve on no more than three (3) committees.

5.04 As with the other officers of the Heritage Council, the Chairperson of each standing committee will be nominated by the Nominating Committee, and voted into position by a majority of the members of the Board of Directors. It is recommended that the Chairperson of each committee serve a maximum of two terms.
5.05 All Committee projects and activities are subject to Borough Council approval.
5.06 Borough Council recommends that the following committees be appointed by the Smethport Heritage Council Board of Directors:
Arts Council
Events & Fundraising (subcommittees may be formed as needed)
Façade
Gateway Signage
Grant writing
Mansion District
National Registry
Regional Trails
Streetscape
Tourism promotion
Visitor’s Center
Others as projects develop

The Borough has the following established committees that will be separate and independent from the Smethport Heritage Council:
Smethport Borough Parks
Smethport Historic Registry
Smethport Borough Board of Trade
Smethport Shade Tree Commission
Smethport Borough Planning Commission

ARTICLE VI: Officers
6.01 The officers of the Heritage Council shall be elected annually by the Board and shall consist of a President, a Vice President, a Treasurer, and such officers and assistant officers as may be deemed necessary.
6.02 All officers shall be elected by a majority of the Board present in person.
6.03 Except as hereinafter provided, the officers of the Heritage Council shall each have such powers and duties as generally pertain to their respective offices, as well as those that from time to time may be conferred by the membership of the Board of Directors.
a. President: The President shall preside at all business meetings, but may at his or her discretion or at the suggestion of the Directors arrange for another officer to preside at other meetings. The President shall perform such duties as are usually incumbent upon that officer and such duties as may be directed by resolution of the Board of Directors.
b. Vice President: The Vice President shall have such duties and responsibilities as the President or Board of Directors may from time to time prescribe.
c. Treasurer: The Treasurer shall maintain in good order all financial records of the Heritage Council. The Treasurer shall also have such other duties as may be assigned by the membership of the Board of Directors.
d. Recording Secretary: The Recording Secretary shall record and maintain the minutes of all meetings, proceedings and correspondence of the Heritage Council and shall provide copies of the Minutes of each Board meeting to all Directors.

ARTICLE VI: Finances
7.01 All checks, drafts, and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Smethport Borough Council following the procedures of the Borough Council.
7.02 All funds of the Smethport Heritage Council shall be deposited in a special Smethport Heritage Council Account maintained by the Smethport Borough Council.
7.03 The Smethport Borough and/or Board of Directors may accept on behalf of the Smethport Heritage Council any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Smethport Heritage Council.

ARTICLE VIII: General Provisions
8.01 The mayor will officiate the initial meeting and guide the nomination and election of President, Vice President, and Treasurer. Following the initial election of officers during the first meeting the Heritage Council President will conduct the meeting.
8.02 The general public is invited to attend the meetings and participate in committee activities.

ARTICLE IX: Amendments
9.01 The Smethport Borough Council shall have the power to alter, amend, or repeal the By-Laws or adopt new By-Laws by a majority vote of the Borough Council present at a duly called meeting of the Borough Council.