Contents

ARTICLE I — General

Section 1. Name
Section 2. Purpose
Section 3. Office
Section 3. Seal
Section 4. Fiscal Year

ARTICLE II — Members and Dues

Section 1. Members
Section 2. Dues

ARTICLE III — Directors

Section 1. Qualifications
Section 2. Number, Election and Term
Section 3. Failure to Object
Section 4. Compensation of Directors
Section 5. Vacancies
Section 6. Regular Meetings
Section 7. Special Meetings
Section 8. Notice of Meetings
Section 9. Informal Action by the Directors
Section 10. Telephonic Meetings
Section 11. Committees
Section 12. Quorum
Section 13. Officers
Section 14. Executive and Appointed Committees
Section 15. Contracts
Section 16. Limitation of Personal Liability of Directors

ARTICLE IV — Execution of Documents

Section 1. Checks, Notes, Etc.
Section 2. Other Documents

ARTICLE V — Indemnification of Directors, Officers and Employees

Section 1. Judgments, Fines, Settlements and Expenses
Section 2. Expenses
Section 3. Nonexclusivity of Article VI

ARTICLE VI — Annual Report of Directors

ARTICLE VII — Amendments to By-Laws

ARTICLE I — GENERAL

1. NAME: This organization is officially named the Western Pennsylvania Mushroom Club and can also be called WPMCor the W PA Mushroom Club or the Western PA Mushroom Club.
   
   
2. PURPOSE: This Club is a nonprofit organization whose main objectives are:
   
   
   1. To (collectively) provide a Club for the sharing of ideas, experiences, knowledge and common interests regarding fungi.
      
      
   2. To furnish mycological information and educational materials to those who wish to increase their knowledge about mushrooms.
      
      
   3. To promote interest in mycology and mycophagy.
      
      
3. OFFICE: The principal office of the Corporation shall be at such place or places as the Board of Directors may determine from time to time. The address of the initial principal office of the Corporation shall be 202 Wadsworth Drive, Glenshaw, Pa 15116, Attn: Richard S. Dougall, President.
   
   
4. SEAL: The Corporation shall have a seal which shall be circular in form and which shall contain an outer circle in the upper part of which shall appear the words "Western PA Mushroom Club" and in the lower part of which shall appear the word "Pennsylvania," within which outer circle there shall be an inner circle in which there shall appear the words "Nonprofit Corporation" and below those words the date "2003".
   
   
5. FISCAL YEAR: The fiscal year of the Corporation shall, unless otherwise determined by resolution of the Board of Directors, end on December 31 of each year. The Board of Directors may, by resolution from time to time, change the fiscal year of the Corporation.
   

ARTICLE II — MEMBERS AND DUES

1. MEMBERS: There shall be one class of membership as follows:
   
   
   1. Active: Active: Active membership entitles full Club privileges and voting rights, providing dues have been paid. Active members, except for minors, are eligible to hold office or be appointed as a Committee Chair. Minors are eligible to serve on Committees. To vote an active member must be at least 18 years of age.
   
   
2. DUES:
   
   
   1. Membership dues shall be assessed as follows:

      Family	$20.00 per annum	Life	$350.00 nonrefundable
      Individual	$15.00 per annum	Sustaining	$100.00 per annum
      Student	$10.00 per annum	Corporate	$200.00 per annum

      Note: Family membership includes members of the family residing in the same household.
      Note: Students must be full time.

ARTICLE III — DIRECTORS

1. QUALIFICATIONS
   
   All powers vested in the Corporation by the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the "NPCL"), shall be exercised by, or under the authority of, and (b) the business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors of the Corporation. All members of the Board of Directors of the Corporation must be natural persons twenty-one (21) years of age or older.
   
   

2. NUMBER, ELECTION, AND TERM
   
   The Directors shall be elected at the October meeting by a majority vote of the members present at the meeting and shall serve until the next second meeting of the Board of Directors of the Corporation following their appointment (or re-appointment). The Board of Directors shall have not less than five (5) Directors consisting of the officers listed below. The number of members of the Board of Directors of the Corporation may be increased or decreased from time to time by the vote of a majority of the members present at a regularly scheduled monthly meeting. Directors shall serve until their successors shall have been duly appointed or elected and qualified, or until their earlier death, resignation or removal from office. In the event that the term of any Director of the Corporation shall expire without his being appointed or elected for another term and no successor to such Director shall have become appointed or elected and qualified, such Director shall continue to hold office until his successor shall be appointed or elected and qualified.

   The Board of Directors of the Corporation shall have the power, as Directors of the Corporation, to remove any Director of the Corporation from office for cause, provided that notice of a special meeting is provided under Section 8 of this Article III.

3. FAILURE TO OBJECT

   A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such Director's dissent shall be entered in the minutes of the meeting or unless such Director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment of the meeting. Such right to dissent shall not apply to a Director who has voted in favor of such action.

4. COMPENSATION OF DIRECTORS
   
   Directors, as such, shall not receive any salary for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided, that nothing herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

5. VACANCIES
   
   Whenever any vacancy occurs during the term of any Director or Directors of the Corporation, whether caused by the resignation, removal by order of court, or the death of any such Director or Directors, or for any reason of any increase in the number of Directors, or for any other reason whatsoever, the Secretary of the Corporation shall forthwith give written notice of such vacancy or vacancies to the Board of Directors of the Corporation in order that such vacancy or vacancies may be filled by the majority vote of the remaining members of the Board of Directors of the Corporation by the vote of a majority of the then current members of the Board of Directors present at a duly qualified meeting of the Directors of the Corporation at which at a quorum is present.

6. REGULAR MEETINGS

   The Board of Directors may hold its regular meetings at such places, and at such times, as the Board of Directors shall from time to time determine. However, all meetings of the Board of Directors shall be held at the principal office of the Corporation unless otherwise provided in notice of the meeting or in waivers of notice thereof duly executed by all of the Directors. No notice need be given of any annual or other regular meeting of the Board of Directors unless (a) such meeting is to be held at some place other than the principal office of the Corporation, in which case notice of such meeting shall be given in the same manner as that set forth in Section 8 for special meetings, or (b) some action is to be taken at such meeting which by law may be taken by the Directors only in their capacity as the members of the Corporation, in which case notice of such meeting shall be given in the same manner as that set forth in Section 8 for special meetings, except that the notice shall be given at least ten (10) days before the day of the meeting.

7. SPECIAL MEETINGS
   
   The Board of Directors shall hold such special meetings as shall be called by the President or Vice President of the Corporation, or by a majority of the members of the Board of Directors of the Corporation. Each such meeting shall be held at such time and place as shall be designated in the notice of the meeting.

8. NOTICE OF MEETINGS

   Any action to be taken by the Board of Directors of the Corporation only in their capacity as the members of the Corporation may be taken by the Board of Directors at any regular or special meeting thereof, and no designation of any such meeting as a meeting of the members of the Corporation shall be necessary in any notice, waiver of notice, or minutes thereof or otherwise.

   A waiver of notice, in writing, signed by the person or persons entitled to such notice, whether before or after the date stated therein, shall be deemed equivalent to the giving of such notice, and except in the case of a special meeting, neither the business to be transacted nor the purpose of the meeting need be specified in the notice of such meeting. Written notice of all special meetings of the Board of Directors shall be given by, or at the direction of, the person or persons calling the meeting at least three (3) days prior to the day named for the meeting; provided, however, that in case some action is to be taken at a special meeting which by law may be taken by the Directors only in their capacity as the members of the Corporation, notice of such meeting shall be given at least ten (10) days before such special meeting. Attendance at any meeting of the Board of Directors, including any meeting at which the Directors are to act in their capacity as the members of the Corporation, shall be a waiver of notice thereof.

9. INFORMAL ACTION BY THE DIRECTORS
   
   Any action which may be taken at a meeting of the Directors may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, is signed by all of the Directors who would be entitled to vote at a meeting for such purpose and such consent is filed with the Secretary of the Corporation.

10. TELEPHONIC MEETINGS
    
    Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 10 shall constitute presence in person at the meeting.

11. COMMITTEES

    The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees of officers, Directors and/or other interested persons to act in an advisory capacity to the whole Board. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board when required. Any committee shall have and may exercise all of the powers and authority delegated to it by the Board of Directors, except that a committee shall not have any power or authority as to the following:

    1. The submission of any action requiring the approval of Directors under these By-laws.
    2. The creation or filling of vacancies on the Board of Directors.
    3. The adoption, amendment or repeal of these By-laws.
    4. The amendment or repeal of any resolution of the Board of Directors.
    5. Action on matters committed by these By-laws or resolution of the Board of Directors to the Board of Directors or another committee appointed by the Board of Directors.

The Board of Directors may designate one or more persons as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. In the absence or disqualification of a member and alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she, or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member. Each committee shall serve at the pleasure of the Board of Directors.

The term "Board of Directors" or "Board," when used in any provision of these By-laws relating to the organization or procedures of or the manner of taking action by the Board of Directors, shall be construed to include and refer to any executive or other committee appointed by the Board of Directors. Any provision of these By-laws relating or referring to action to be taken by the Board of Directors or the procedure required therefor shall be satisfied by the taking of corresponding action by a committee appointed by the Board of Directors to the extent authority to take the action has been delegated to the committee pursuant to these By-laws.

12. QUORUM
    
    Twenty-five percent (25%) of the whole number of those who are at the time the Directors of the Corporation shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at a meeting at which a quorum is present shall, unless otherwise specifically provided by law or by the Articles of Incorporation, be the acts of the Board of Directors.
    
    

13. OFFICERS
    
    
    1. The officers of this Club shall consist of the following:

       President, Vice President, Treasurer, Secretary, and Corresponding Secretary
       All officers and committee chairman must be members in good standing.

    2. Elections: Officers will be elected at the October meeting and will serve for a period of one year commencing 1 January. No officer can serve more than three consecutive years in the same position except for the Treasurer.
       
       
    3. Duties of Officers:
       
       
       1. President: President. The President shall also serve as the Chairman of the Board of Directors and is responsible, with the approval of the Executive Committee, for the welfare and progress of the Club. The President shall:
          
          
14. 1. conduct meetings and appoint Committee Chairs to carry out the plans of the Club;
    2. host periodic meeting of the Executive Committee to formulate Club plans;
    3. establish agendas for business meetings and develop policy recommendations for consideration and approval by the membership;
    4. shall inform the Editor of the Club's Newsletter and the Electronic Communications Chair of monthly meetings, special meetings, forays, etc., as well as any special instructions in ample time for publication;
    5. have the authority to fill by appointment any Officer vacancies occurring during his/her term of office to be effective until the end of his/her term of office; and
    6. propose a budget for approval of the Executive Committee within three (3) months of being elected.
       
       

    2. Vice President: Shall be the primary assistant to the President and act in his/her behalf during any absence of that officer. The Vice-President shall fill in for any other absent officer not present at a meeting. In the event that the office of the President becomes vacant, the Vice President will assume the office of President and all the functions and responsibilities of that office. He/she shall also appoint a Vice President to serve for the remainder of the fiscal year.
       
       
    3. Treasurer: The Treasurer shall be responsible for the following:
       
       
       1. Maintaining the official records of membership to include addresses, telephone numbers, email addresses, dues records, and other relevant information of each current member. This list shall be furnished to the President, the Executive Committee and the Newsletter Editor whenever directed.
       2. Keeping an accurate record of all income and expenditures. The Treasurer shall, upon request, give a report to the members at membership meetings of the current income and expenditures.
       3. Giving a financial report at each regular meeting. A financial statement shall be prepared at the end of each fiscal year to include income, expenditures and balance on hand with supporting documents available for audit.
       4. Making arrangements for a Club representative to have applicable release forms available and signed at all field trips, forays, walks, excursions or meetings sponsored by the club.

       
       The Treasurer shall not make any payments unless in written form or voucher. Two signatures are required on all checks. The President, Vice President and Treasurer may also sign checks.
       

    4. Secretary: Shall keep minutes for each meeting to include motions and dispositions thereof. These minutes shall be subject to approval by the membership and made available to any Club officer on request.
       
       
    5. Corresponding Secretary:  Shall correspond with inquiries about the Club and communicate with other clubs of interest.  Shall assist the President in other communications as needed.
       
       
    4. Officers, as such, shall not receive any salary for their services. All officers shall be entitled to prompt reimbursement for all expenses reasonably incurred by them in the performance of their duties hereunder.
       
       
    5. At the end of the term of the President, $500 should be set aside to assist the new President in getting his/her programs started. Any additional money left over at the end of the President's term should be put in club reserves. No principle from those reserves should ever be used. In case of emergency, only the interest generated in the current year can be used to assist with emergency. (If new memberships for the following year meet or exceed $500, that money will fulfill the requirements of this provision.)
       

14. EXECUTIVE AND APPOINTED COMMITTEES
    
    
    1. Standing Committee: There shall be one standing committee of this Club to be known as the Executive Committee. It shall consist of all the Club Officers and the chairs of appointed committees. The last three (3) past Presidents of the Club shall also be members of the Executive Committee. Its purpose is to assist the President in the formulation of plans, policies, recommendations and meeting agendas for consideration by the membership. Other members may be requested to attend as desired by the President. The Committee will meet at the call of the President who will be the presiding officer or upon the request of three members of the Executive Committee. Any member of the Executive Committee shall have only one vote.
       
       
    2. Appointed Committees:  Appointed Committee Chairs shall be appointed by the President to serve at the pleasure of the President with the approval of the Executive Committee, to assist the Club in meeting its objectives. Committee Chairs, generally, will select members of their committees with the approval of the President. These committees shall be:
       
       
       1. Webmaster: The Webmaster shall maintain an internet webpage for the Club.
       2. Foray/Walk Committee:  Shall organize or call to be held and coordinate walks and forays for the Club and support volunteer field trip leaders. The Foray/Walk Committee shall also establish club mycologists, club identifiers, and walk leaders to facilitate the activity of the Committee.
       3. Fall Foray Committee: Shall be responsible for the arrangements of the annual Fall Foray.
       4. Hospitality Committee: Hospitality Committee: Shall be responsible for planning and conducting social functions the Club may decide to hold. A Hospitality Chair shall plan for refreshments at Club's meetings by requesting members to contribute coffee, cake, etc. The Hospitality Committee shall also greet people at meetings and welcome new and potential members.
       5. Membership Committee: Membership Committee: Shall respond to inquiries about WPMC, send information packets to such inquirers. The Membership Committee should promote the Club and from time to time, speak in front of groups in an attempt to gain new members. They should also search Internet mushroom chat groups and other means as developed to look for potential members.
       6. Newsletter Committee: Shall develop plans and contribute educational articles for the Club's Newsletter.  The editor of the newsletter who shall see to the publication of the Club's newsletter shall Chair the Committee.
       7. Photography Committee:  Shall maintain a library of photographs contributed by the members and may also hold classes or special events relating to mushroom photography.  The Committee shall conduct a yearly Photography Contest.
       8. Program Committee:  Shall coordinate speaking engagements and participation by the Club in exhibits, fairs, and similar functions.  Shall sponsor educational classes and coordinate activities organized by specialty committees such as cultivation, mycophagy, photography, taxonomy, toxicology, and other subjects as appropriate.  They shall also get speakers for the Club's meetings.
       9. Publicity Committee: Shall be responsible for the publicity program of the Club to insure newspaper and radio coverage of significant club activities. Copies of newspaper clippings, etc., will be given to the Secretary for Club records.
       10. Mycological Recording Committee: Shall be responsible for recording a list of all mushrooms found at Club walks and forays for the benefit of the members of the Club.
       11. Mushroom Display Committee: Shall have responsibility to display the mushrooms at the monthly and other Club meetings.
       12. Historical Committee: Shall maintain copies of newsletters, photographs and other memorabilia for the Club's historical record.
       13. Cultivation Committee: Shall organize, plan, and develop activities related to mushroom cultivation by club members.
       14. Workshop Committee: Shall organize, plan, and develop activities related to the use of mushrooms in the area of arts and crafts.
       15. Educational Committee: Shall organize, plan, and develop activities designed to increase the general knowledge of mushrooms and particularly mushroom identification abilities of club members and the general public.
           
           

    Special Committee Chairmen shall not be voting members of the Executive Committee except that they can cast a vote on issues relating to their committee.  Special Committees shall normally be but not limited to:

    1. Nominating Committee: The President shall appoint a nominating committee consisting of no less than three members. The President shall appoint one new member each year, retiring the senior member. This committee shall be appointed prior to (by) the September meeting of each year to develop a list of nominees for each office. Each member so nominated should be contacted and shall affirm willingness to serve in the office for which nominated. The committee shall announce the list of nominees at the October meeting. This action does not preclude additional nominations from the floor.
       
       
    2. Audit Committee: Shall consist of no less than three members for the purpose of auditing the annual financial statement of the Club. This audit will be completed at the end of the fiscal year and submitted to the President at the first Club meeting of the new year.
       
       
    3. Other Special Committees can be appointed by the President with the approval of the Executive Committee.
       

15. CONTRACTS
    
    In the absence of fraud, no contract or other transaction between the Corporation and any other corporation shall be affected by the fact that Directors of the Corporation are directors, employees or agents of such other corporations, if such contract or transaction shall be approved or ratified by the affirmative vote of a majority of the Directors present at a meeting of the Board of Directors or of the committee of the Corporation having authority in the premises, who are not so interested. Any Director individually, or any firm of which any Director is a partner or shareholder, may be a party to or may be interested in any contract or transaction of the Corporation; provided, that such contract or transaction shall be approved or ratified by the affirmative vote of at least a majority of the Directors present at a meeting of the Board of Directors or of the committee of the Corporation having authority in the premises, who are not so interested. No Director shall be liable to account to the Corporation for any profit realized by such Director from or through any such transaction or contract of the Corporation, ratified or approved as aforesaid, by reason of such Director's interest in such transaction or contract. Directors so interested may be counted when present at meetings of the Board of Directors or of such committee for the purpose of determining the existence of the quorum.
    
    

16. LIMITATION OF PERSONAL LIABILITY OF CLUB REPRESENTATIVES
    
    To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on the date of the adoption of this Section 16 or as such laws are thereafter amended, permit elimination or limitation of the liability of Directors, no Director of the Corporation shall be personally liable as such for monetary damages for any action taken, or any failure to take any action, as a Director. Any amendment or repeal of this Section 16 or adoption of any other provision of these By-laws or the Corporation's Articles of Incorporation which has the effect of increasing Director liability shall operate prospectively only and shall not have any effect with respect to any action taken, or failure to act, prior to the adoption of such amendment, repeal or other provision.

    In performing his duties, a Director may rely in good faith upon information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by (i) one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented, or (ii) counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person, or (iii) a committee of the Board of Directors upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith, however, if such Director has knowledge concerning a matter which would cause his reliance on any of the foregoing to be unwarranted.

    In discharging the duties of their respective positions, the Board of Directors, committees of the Board of Directors and individual Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of such person's fiduciary standard of care. In addition, absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken by a Director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

    Also, to the extent permitted under the laws of the Commonwealth of Pennsylvania, the limitation of liability provisions of this Section shall also apply to Club mycologists, walk leaders and identifiers and Club cooks.

    This Section 16 shall not apply to a Representative's responsibility or liability under any criminal statute or a Representative's liability for payment of taxes under any local, state or federal law.
    

ARTICLE IV — EXECUTION OF DOCUMENTS

1. CHECKS, NOTES, ETC.

   The Board of Directors shall from time to time designate the officers or agents of the Corporation who shall have power, in its name, to sign and endorse checks and other negotiable instruments and to borrow money for the Corporation, and in its name, to make notes or other evidences of indebtedness.

2. OTHER DOCUMENTS

   Unless otherwise authorized by the Board of Directors, all contracts, leases, deeds, deeds of trust, mortgages, and all other documents requiring the seal of the Corporation shall be executed for and on behalf of the Corporation by the President, or a Vice President, and the corporate seal shall be affixed by such person or at his direction, all of which shall be attested by the Secretary.

ARTICLE V — INDEMNIFICATION OF DIRECTORS,
OFFICERS, AND EMPLOYEES

1. JUDGEMENTS, FINES, SETTLEMENTS, AND EXPENSES
   
   The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the act or failure to act giving rise to the claim for indemnification is not determined by a court to have constituted willful misconduct or recklessness.
   
   
2. EXPENSES
   
   To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article VI or in defense of any claim, issue or matter therein, such person shall also be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
   
   
3. NONEXCLUSIVITY OF ARTICLE V

4. The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled and shall continue as to a person who has ceased to be a Director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.
   

ARTICLE VI — ANNUAL REPORT OF DIRECTORS

At each annual meeting of the Board of Directors, an Annual Report verified by the President and the Treasurer of the Corporation shall be submitted to the Board of Directors, and shall be filed with the minutes of such annual meeting of the Board of Directors. The Annual Report shall show in appropriate detail the following:

1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the Report.
   
   
2. The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the Report.
   
   
3. The revenue or receipts of the Corporation for the year immediately preceding the date of the Report, including separate data with respect to each trust fund held by or for the Corporation.
   
   
4. The expenses or disbursements of the Corporation, for both general and restricted (if any) purposes during the year immediately preceding the date of the Report, including separate data with respect to each trust fund held by or for the Corporation.

ARTICLE VII — AMENDMENTS TO BY-LAWS

The Directors may adopt, amend or repeal these By-laws by a vote of a majority of all votes cast on the adoption, amendment or repeal at any regular or special meeting duly convened for that purpose. Any meeting of Directors for the purpose of changing or repealing these By-laws shall be preceded by the giving of written notice to each Director stating that the purpose or one of the purposes of the meeting is to consider the change or repeal of these By-laws, and such notice shall contain or include a copy of the proposed change or repeal or a summary of the changes to be effected thereby. Any change in these By-laws shall take effect when adopted unless otherwise provided in the resolution effecting the change.