Fort New Salem Foundation, Inc. will assist Fort New Salem in preserving and advancing the educational, historical, cultural and social aspects of Nineteenth Century West(ern) Virginia.




Article I

Article II

Article III

Article IV

Article V

Article VI & VII

Article II


Section 2.1.     Qualifications and Terms; The Members of the Corporation (the "Members") shall consist of classes established by the board that shall include at the minimum individual, family and groups rates. Notwithstanding the foregoing or any other provision of these Bylaws, no Member shall have the right to vote on any other matter or otherwise except for the officers at the annual meeting. In addition, there shall be no variations in the rights or preferences of classes of Members in relation to other classes of Members, insofar as rights and preferences arising by virtue of being a member of a corporation.

Section 2.2.     Annual Meeting.                      Commencing in calendar year 2002 and to the extent required by law, an annual meeting of Members for a report on the Corporation and such other matters as may properly come before the meeting shall be held at the principal business office of the Corporation as herein set forth or at such other place within or without the State of West Virginia as may be designated by the caller of the meeting, during the month of January at such time and on such specific date as shall be stated in the notice of such meeting.

Section 2.3.     Special Meetings.         Except as otherwise provided by law or by the Articles of Incorporation, special meetings of Members may be called by the Chairman of the Board of the Corporation (the "Chairman") or a majority vote of the Board of Directors, and shall be held at the principal business office of the Corporation as herein set forth, at such time as is stated in the notice calling such meeting, or at such other place and day or time within or without the State of West Virginia as may be stated in such notice.

Section 2.4.     Notice of Meetings‑‑WaiverSection   Written or printed notice stating the place, day, and hour of any meeting of Members and, in case of a special meeting of Members, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman, an elected Vice Chairman, the Secretary of the Corporation (the "Secretary"), or the officer, person or persons calling the meeting, to each Member.  Such further or earlier notice shall be given as may be required by law.  A Member's attendance at a meeting shall constitute a waiver of notice of such meeting by such Member, unless such attendance is to object to the notice herein required.  In addition, a Member may waive notice of meeting, by writing signed by him and filed with records of the meeting, whether before or after the time stated therein.  No notice shall be necessary for any adjourned meeting.

Section 2.5.     Quorum           Except as otherwise required by law, by the Articles of Incorporation, or by these Bylaws, attendance in person of at least the lesser of 20 or one fifth of all Members shall constitute a quorum.  Matters may be considered at any duly held meeting of Members at which a quorum is present, either in person or by telephone whereby all such Members may hear, speak to, and be heard on the matters raised therein.  The Members present at the meeting may continue to meet until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.  If a quorum is not present at a meeting, those Members present at any meeting shall have the power to adjourn the meeting until the requisite number of Members are represented.  The date, time and place of the reconvened meeting shall be announced at the time of adjournment and any matter that might have been considered at the adjourned meeting may be considered at the reconvened meeting.

Section 2.6.     Order of Business  The meetings of the Members will be conducted in accordance with Roberts Rules of Order, Revised.  Suggested order of matters at the regular meeting and, insofar as possible, at all other meetings of the Members shall be:

(1)       Calling of roll;

(2)       Proof of due notice of meeting, unanimous attendance, or waiver of notice;

(3)       Reading and disposal of any minutes;

(4)       Annual reports of all officers and committees;

(5)       Unfinished matters;

(6)       New matters; and

(7)       Adjournment.

Fort New Salem Foundation, Inc.    PO Box 186 Salem, WV 26426

Executive Director      304-695-2220