BY-LAWS
PICKET POST SWIM &
TENNIS CLUB
ARTICLE 1
NAME &
PURPOSE
The name of this non-profit corporation
shall be the Picket Post Swim & Tennis Club (the “Corporation”). The
object of its incorporation is to form a club (the “Club”) to promote social
activity among its members through the conduct of social and athletic programs
and to provide facilities for such activities.
ARTICLE 2
LOCATION
Section 1 The principal
office of the corporation shall be located at 355 Chase Road, Wayne,
Pennsylvania 19087. The location of the principal office may be changed by
action of the Board of Directors.
Section 2 The Club facilities
shall be located in the eastern part of Tredyffrin Township, Pennsylvania on the
tract of land known as Chesterbrook Development.
ARTICLE 3
MEMBERSHIP
Section 1 The Board of
Directors may from time to time establish new classes of memberships or change
the provisions relating to existing classes of memberships.
Section 2 Persons, who shall
be of good moral character, regardless of race, creed, color or national origin,
shall be eligible for membership, with residents of Chesterbrook given first
consideration until the maximum number of memberships is
achieved.
Section 3 The rights and
privileges granted to a member for the use of the Club facilities shall also be
granted to all persons residing in the same household as the member so long as
these persons are included on the membership list as household
members.
Section 4 A Household
Membership shall entitle a household to one vote annually and the right to renew
the membership annually in accordance with Club rules and
regulations.
Section 5 The total number of
memberships in the Club shall be determined from time to time by the Board of
Directors at their sole discretion. The Board, in this capacity, shall
determine the availability and utilization of the Club’s facilities, the safety,
needs and pleasure of the membership in setting membership levels. The
number of individuals will not exceed 1600.
Section 6 All members of the
Club shall be accorded the facilities of the Club subject to the rules and
regulations which shall be posted at all times on the Club
grounds.
Section 7 All resignations
must be presented in writing to the Club Manager. Any member may be
suspended or expelled at the discretion of the Board of Directors for the will
infraction o f any By-Laws or ground or house rules, or for acts of conduct
which may be deemed disorderly or injurious to the interests or hostile to the
objects of the Club, or for failure to make prompt payment of dues and charges
incurred.
Section 8 Members who resign
due to relocation prior to the full amortization of their initiation fees must
do so in writing to the Club Manager prior to the start of the Club year (April
1). After this time period, all such funds will become included in the
Club’s annual income and therefore not refundable.
Section 9 Upon the death of
any member leaving a spouse surviving, membership shall automatically pass to
such spouse. Upon death of a member without a surviving spouse, the
membership shall cease except that the Board of Directors may permit the
membership to pass to another adult person living in the same household as the
deceased member.
Section 10 Children who have
achieved the age of sixteen (16) as of April 1 of the current Club year and who
are members of existing member households may join the Club as individual
members. Such individual members may be required to show proof of age with
certified birth certificates at the discretion of the
Board.
First time members who are at least
eighteen (18) years of age as of April 1 of the current Club year will be
granted membership upon presentation of proof of age. If memberships are
available, current initiation fees will prevail.
Section 11 Members may choose
to become inactive and still reserve their membership status. The cost
shall be $75 per year subject to change by the Board of Directors.
Inactive status is limited to a maximum of four Club years. At said period
of time, said member shall be cancelled.
Section 12 Children, age 18
or older, residing with and dependent on their parents who are adult members may
still be regarded as children for the purposes of dues calculations until they
reach the age of 21 years by April 1 in any Club year.
Section 13 Employees of PPSC
may use facilities with the exception of events designated for members
only.
ARTICLE 4
DUTIES AND POWER OF BOARD OF
DIRECTORS
Section 1 The property and
business of the Corporation and the operation of the Club hall be managed by the
Board of Directors (the “Board”)
Section 2 In addition to the
general powers of the Board by virtue of its office and by the powers and
authority expressly given by law, by terms of the charter of the Corporation and
by other provisions of these By-Laws, the following specific powers are
expressly conferred to the Board:
To purchase or otherwise acquire for the
Corporation any property right or privilege which is authorized to acquire at
such price or consideration, and upon such terms as it deems expedient; to enter
into a management contract with an individual or a management concern for the
operation of the Club facilities; to appoint, to remove or suspend subordinate
agents or servants and to determine their duties and fix their salaries; to
confer by resolution upon any officer or agent of this Corporation the power of
permanently removing or suspending any subordinate officer or servant; to
determine who shall be authorized, on behalf of the Corporation, to sign bills,
notices, receipts, acceptances, endorsements, checks, releases, contracts and
any other instrument; to delegate any of the powers as the Board may deem fit to
grand; generally to do all such lawful acts and things as are not by law, or by
charter, or by these By –Laws directed or required to be done by the
members.
Section 3 The Board may
constitute or appoint any Committees which it deems necessary for the proper
functioning and management of the Club. Any member of the Club in good
standing is eligible for membership on such committees.
Section 4 The Board shall
have power to adopt any rules and regulations which deem proper controlling of
the conduct of persons using Club facilities and such rules and regulations
shall be posted on the Club grounds.
ARTICLE 5
BOARD OF
DIRECTORS
Section 1 The Board shall
consist of not less than five (5) or more than seven (7) Directors. The
number of members of the Board may be increased by a vote of two-thirds of the
membership of the Club entitled to vote. Board members must be Club
members in good standing.
Section 2 The Board is to be
elected by majority vote of the eligible and participating members in good
standing by ballot after the annual meeting of the membership of the Club.
In the event of a tie for one or more vacant Board positions, the Board of
Directors, at their option, will call for a runoff election or cat the
determining vote at the next Board meeting.
Section 3 The term of office
of the Directors shall be three (3) years.
Section 4 In
the case of the death, resignation or disability of any of the Directors, the
vacancy shall be filled by the Board for the unexpired
term.
Section
5 Relatives of Board Members and Managers of the Club are not eligible
for employment at the Club.
ARTICLE 6
OFFICERS
Section 1 The officers of the
Corporation shall be President, Vice President, Secretary and
Treasurer.
Section 2 All officers must
be members of the Board.
Section 3 All officers shall
be nominated and elected annually by the Board and their terms of office shall
begin on the first day after the annual election.
Section 4 The terms of office
of the officers shall be one year except where there is a resignation or death
and until their respective successors are elected.
Section 5 In case of the
death, resignation, or disability of any officer, the vacancy shall be filled by
the Board for the unexpired term.
Section 6 The President shall
be the Chief Executive Officer of the Corporation; he shall preside at all
meetings of the members and Board; he shall see that all orders and resolution
of the Board are carried out; he shall give general superintendence and
direction to all other officer, agents and employees of the Corporation and see
that their duties are properly performed; he shall submit a report of the
operations of the Club for the previous fiscal year to the Board and members at
the annual meeting of the Corporation; and from time to time shall report to the
Board all matters within his knowledge that may affect the Corporation and
the Club; he shall be ex-officio a member of all standing committees and
shall have the power and duties usually vested in the office of President in a
corporation; he shall appoint committees subject to confirmation by the
Board.
Section 7 The Vice President
shall be vested with all the powers and shall perform all the duties of the
President during the absence of the latter and shall have such other duties as
may, from time to time, be determined by the Board. In the event that the
President shall be absent at any meeting, the Vice President shall preside, and
if he is not present at the meeting, the Secretary or Treasure shall
preside.
Section 8 The Secretary shall
attend all session of the Board and all meeting of members and act as Clerk
thereof; shall certify and record all votes and minutes of all proceedings in a
book to be kept for that purpose; shall send notices of all meetings to the
members of the Board; and shall perform such other duties as may be prescribed
by the Board or the President under whose supervision he shall be the custodian
of the corporate seal, safe deposit box, and all of the books and records of the
corporation.
Section 9 The Treasurer shall
attend all sessions of the Board and act as the Chief Financial Officer of the
Corporation; shall oversee the Club’s investments to maximize income, shall be
responsible for the weekly, monthly and annual financial reports and
coordination of the outside audit with the Corporation’s CPA and shall be
responsible for all contracts with major outside vendors (i.e. insurance,
vending, lawn care, etc.) and for the annual budget.
Section 10 The Board may
require such officers and employees, including a business manager, if any, to be
bonded as it may deem necessary for any amount as it may deem
requisite.
Section 11 Each person who
serves as a Director or officer shall be indemnified by the Corporation against
expenses actually and necessarily incurred him in connection with the defense of
any action, suit, or proceeding in which he is made a party by reason of his
being or having been a Director or Officer, except in relation to matters as to
which he shall be adjudged in such action, suit, or proceeding, to be liable for
gross negligence or willful misconduct, and except for any sum paid for the
Corporation or Club in settlement of an action, suit or proceeding based on
gross negligence or willful misconduct in the performance of his
duties.
Section 12 A Board member
shall serve as chairman of all Board Committees. The number and maximum
membership of all Board committees shall be determined by the Board
annually.
ARTICLE 7
MEETINGS
Section 1 A general
membership meeting shall be held annually at the time and place designated by
the Board. The annual meeting may be adjourned from day to
day.
Section 2 The Board shall
meet at least two (2) times a year in addition to the annual meeting which shall
take place following the annual meeting of the membership.
Section 3 A special meeting
of the general membership may be called by the President at such time as he may
deem necessary.
Section 4 Special meetings of
the Board of Directors shall be called by the President whenever he shall deem
necessary.
Section 5 Each member shall
be entitled to ten (10) days’ notice of any meeting of members. Each
Director shall be entitled to three (3) days’ notice of any meeting of the
Board.
Section 6 The Order of Business at all annual meetings of the membership shall be as follows;
Section 7 Unless otherwise
provided by law, whenever any notice is required to be given by the provisions
of the By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to such notices whether before or after the time stated therein, shall
be equivalent thereto.
Section 8 A quorum for the
purpose of holding any meeting of the membership shall be a majority of those in
attendance entitled to vote at such meetings.
Section 9 A quorum for the
purpose of holding a meeting of the Board shall be a majority of the
Board.
Questions or comments should be directed to info@picketpost.org