Capital Area Greenbelt Association

Post Office Box 15405

Harrisburg, PA 17105-5405

The Capital Area Greenbelt Association (CAGA) invites you to an informational meeting on Monday, September 12, 2016 to learn about proposed changes to our organization.

East Shore Area Library

4501 Ethel Street,Harrisburg, 17109

(Behind the Colonial Park Mall)

6:30-8:30 pm.

Refreshments Provided

CAGA is governed under Bylaws that have not been amended since 1996. In 2015, President Patty Landis appointed a committee to review the current Bylaws and propose changes.

An 18-month review has concluded with several updates to streamline the administration.

On October 19, 2016 all members in good standing will vote on this comprehensive new set of Bylaws. Members must have paid their 2016 dues before they can vote on the Bylaw changes.

The draft Bylaws will also be on the agenda for CAGA’s next monthly meeting on September 21, 2016. All members are encouraged to attend both meetings and share your thoughts and support for improving this wonderful all volunteer organization.

CAGA is currently celebrating its 25th year as an organization and there is much to celebrate. Over the past two decades we successfully created a connected green ring around and through the City of Harrisburg in cooperation with five municipalities and HACC. Our 20-mile trail is used by thousands of area residents and visitors. In partnership with Dauphin County and our municipal partners, we have raised over $3 million to modernize the trail over the next two years. Here are highlights of planned improvements:

Extending the trail from Wildwood County Park to Fort Hunter County Park.
Creating safer road crossings at seven key intersections including the crossing of Cameron, Walnut, Herr, and Paxton Streets and Linglestown, Industrial, and Union Deposit Roads.
Resurfacing of deteriorating sections of the trail.

We understand that members may have scheduling conflicts. If you cannot attend, we encourage you to read through the Bylaws. These Bylaws were developed with assistance from the Pennsylvania Association of Nonprofit Organizations and underwent a legal review making sure to keep CAGA in compliance with the Commonwealth and our 501c3 status with the IRS. They contain a few legal requirements for nonprofit organizations. Some sections may be difficult to understand. The Bylaws Committee has developed the following informational guide to explain key provisions. Copies of this guide will be available at upcoming meetings and posted on the CAGA website at

To amend CAGA’s current Bylaws, Article XV requires that written notice be given to each member of any meeting in which the purpose is to consider the adoption, amendment or repeal of the Bylaws. On August 30, 2016, President Landis notified members with email addresses that the proposed Bylaws are on the CAGA website. A copy of this notification was mailed to members without an email address. Current Bylaws require members to be present at a meeting - there is no provision for electronic voting. We encourage all members to attend the October 19, 2016 meeting. Members will be asked to vote in favor of the Bylaws as presented.

We hope that you will join us September 12 and/or 21 to learn more about how we are striving to ensure CAGA can continue to successfully maintain and expand the Capital Area Greenbelt for the next 25 years and beyond.

Thank you for your continued support of the Capital Area Greenbelt Association.

Sincerely,

CAGA Bylaws Update Committee

Dick Norford, Diane Kripas, Patty Landis, Becky Schuchert, Tim Poole,Cindy Hogeman, Larry Brewer, Scott Shelpler

Preserving the Greenbelt for Future Generations

Summary of Proposed Bylaw Changes

September 9, 2016

Why is CAGA voting to repeal its 1996 Bylaws and proposing a new set of Bylaws?

CAGA’s current Bylaws have not been amended in 20 years and do not support how the organization functions today. Here are a few examples:
The Bylaws state CAGA’s purpose is to assist the City of Harrisburg to improve, enhance,

and maintain the Greenbelt. There is no mention of four other municipalities that own sections of the Greenbelt. These Bylaws were adopted when CAGA was seeking to implement its original master plan. CAGA is now guided by a Strategic Plan, adopted November 18, 2010.

The current Bylaws were developed before the electronic age. Member notices must be sent by first class mail.
The Bylaws state that the business and affairs of CAGA should be managed by the members. In 1996, CAGA elected not to be managed by a Board of Directors but instead approved creating an Advisory Board selected from among the members. CAGA has not had an advisory board for many years. The organization has been managed by four officers and members who attend monthly meetings. Over the past five years, CAGA has had four different presidents.

CAGA’s Strategic Plan, adopted November 18, 2010, recommended establishing a Board of Directors and improving the Committee Operations. The goal remains the same five years later as outlined in the strategic plan: “We will seek to transition from our current structure to create a board of directors, which, while retaining our key, longtime leadership, will better link us to the community and provide a higher level of oversight to improve fundraising capabilities.”

What are Bylaws and why is the committee recommending complete repeal of the 1996 Bylaws?

The appointed Bylaws Committee contacted the Pennsylvania Association for Nonprofit Organizations (PANO) for advice in proposing new Bylaws. PANO provided a reference document that has guided us throughout the process. Here are excerpts from this reference document: “Bylaws essentially form the “Constitution of the organization and establish the rules of governance. Pennsylvania nonprofit corporation law provides minimum standards and is silent on many issues. Different attorneys have different philosophies on drafting Bylaws.” We followed PANO’s advice to develop Bylaws that “tend to use a leaner form that spells out important procedural issues the organization is most likely to look for when there are questions about how to proceed with a certain situation.” Using the recommended PANO format, it was difficult to amend sections of the 1996 Bylaws. PANO recommended CAGA essentially “start over” with the Bylaws.

How were the new Bylaws developed?

Soon after her election to president, Patty Landis formed an advisory committee to study and make suggestions on how to improve the current CAGABylaws. After several sessions and much research of other trail associations it was determined changes were needed. In October 2015,CAGA approved a budget to assist with updating the Bylaws. The committee sought and received on-going assistance from PANO. At each subsequent draft revision Tish Morgan of PANO reviewed, commented and offered suggestions.

Numerous meetings/ conference calls were conducted with every article and section discussed, finally reaching resolution on all points.

The draft revisions were forwarded to an attorney for legal counsel. This firm was suggested by PANO because of its wide involvement with non-profit organizations.

The Bylaws were then offered to the CAGA board and members present on August 17, 2016 for preliminary review.

Why is CAGA recommending the forming of a Board of Directors?

A review of other similar trail organizations like the Keystone Trails Association and the Cumberland Valley Rails-to-Trails Council showed having a board of directors is a common practice. Over the past 25 years, CAGA has been supported by very dedicated members who provide tremendous volunteer support to the organization. The business of running CAGA, however, has been led by four officers who have changed almost annually in recent years and members who attend meetings. Meeting attendance has decreased in recent years. The proposed board members would have one to three year terms with officers elected for two-year terms. We believe a more stable governing body will create an organizational framework that communicates effectively with all members, provides opportunities for new members to participate effectively and strengthens connections with municipal partners (Strategic Plan, page 3).

How will a new Board impact me as a CAGA member?

If you are a CAGA volunteer who helps with trail maintenance or the Tour de Belt but does not attend monthly meetings, you may not notice any difference. CAGA’s success is based on over two decades of strong volunteer support. CAGA has an aging volunteer base. We need to recruit new active members and broaden our membership base. The Bylaws Committee will recommend the forming of a Task Force that will seek out board members committed to implementing CAGA’s strategic plan. For members who attend monthly meetings, we envision that the meetings will be run differently. The Board will determine when the meetings are held and how they will be run. The Bylaws call for regular in-person meetings to be advertised and open to the public. The Bylaws give the Board the power to conduct meetings by telephone conference.

How will members be elected to the Board?

The proposed Bylaws note that the Board shall consist of not less than nine (9) and not more than fifteen (15) all of who are currently or shall become members of the Association. Following acceptance of the new Bylaws, CAGA will need to develop a transition plan. The Bylaws Committee proposes these next steps but further discussion and approval will be needed at CAGA’s September and October membership meetings.

Proposed steps:

CAGA appoints a Transitional Task Force to develop a transition plan and assume the responsibilities of the Board Governance Committee (new Bylaws, Article VIII-Section 3).
Develop a board member application form and recruitment process.
Identify prospective board members and prepare a nomination slate of Directors with a goal of having at least nine (9) members elected for the first Board of Directors. Additional board members can be appointed by the board as they are identified and vetted in 2017.
The Task Force will develop the voting process and schedule for the first Board of Directors.

How does the committeepropose going from an organization led by four officers to a board of 9-15 members when CAGAhas difficulty filling current slots?

All board members serve in an unassigned role for a term of initially 1, 2 or 3 years. After 2 years each board member will serve a term of 3 years. From that board the officers will be elected to serve a term of two years. This will give CAGA more stability. The proposed Bylaws call for a committee structure which will expand administration and involve more actions from the communities we serve. As we look forward, having community, civic, government and business leaders on this governing board will expand our reach. With many improvements such as the Wildwood to Fort Hunter expansion more people will become aware and use the trail. CAGA needs assistance in fund raising, public relations, event planning and volunteer recruitment. Specific board members and committee chairpersons will bring increased growth and expertise to CAGA.

I have a question about the proposed Bylaws, who do I contact?

There will be two opportunities to ask your questions. You can ask your question at either the September 12 meeting that will be held at the East Shore Area Library or at CAGA’s regular monthly meeting on September 21 that will be held at the Giant Community Road on Linglestown Road. You may also email your question to Dick Norford at will forward your question to the Bylaws Committee. We will make every attempt to answer questions received by email before the October 18 vote.