BY-LAWS

 

of

 

THE STONECREST CLUB, INC.

 

(REVISED THROUGH JANUARY 03, 2008)

 

BY-LAWS

 

of

 

THE STONECREST CLUB, INC.

 

Article I

 

PURPOSE

 

1.1.      The Stonecrest Club, Inc. (hereinafter the “Corporation”) is a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, and as such the Corporation does not contemplate pecuniary gain or profit, incidental or otherwise, to its members.  The purposes of the Corporation shall be to acquire, erect, operate and maintain private swimming and tennis facilities for the exclusive benefit of its members; to erect, operate and maintain such other facilities as may be required for the purpose of furnishing refreshments, entertainment and social diversion of its members; and for the furtherance of the said purposes, to have, possess and enjoy all the rights, benefits and privileges of the Act of Assembly, approved May 5, 1933, P.L. 289, as amended, relating to non-profit corporations.

 

 

Article II

 

MEMBERSHIP, VOTING

 

 

    1. Membership in the Corporation shall be evidenced by a Certificate of Membership. Certificates of Membership in the Corporation shall be non-assessable, non-negotiable, non-profit-sharing and non-interest bearing, and shall not represent obligations of the Corporation.  Certificates of Membership shall be issued by the Corporation, upon direction of the Board of Directors and payment of such initiation fees and dues as are set forth in the By-Laws of the Corporation.

       

    2. There shall be two classes of membership as follows:

       

  1. Family Membership.  A Family unit, comprised of a husband, wife or spouse and their resident children shall be eligible for a Family Membership.  A Family Membership shall be held in the name of both the husband and wife or spouse of such Family unit, which unit shall exercise all voting privileges to which such Membership is entitled.  A Family unit is entitled to one vote.  Any Family units not in conformity with the foregoing shall be eligible for a Family Membership at the discretion of the Board of Directors.  An Honorary Membership is extended to each President for the year following his/her term of office.  (Rev. 1975)

     

    Individual Membership.  Individuals over 21 years of age other than those included in a family unit eligible for a Family Membership shall be eligible for an Individual Membership.  An individual member shall be entitled to exercise the same voting privileges as the holder of a Family Membership.

     

    The Corporation will keep a Membership Book recording therein the name and address of each member, the effective date of such membership, and, where such membership has been terminated, the date of which membership ceased.

     

    1.  The maximum number of family memberships shall be 300 (Rev. 2005) or such lesser number as shall be determined at any time by Resolution of the Board of Directors.  The maximum number of Individual Memberships shall be determined by resolution of the Board of Directors but shall in no event be more than five percent (5%) of the number of Family Memberships existing on the date on which the Board of Directors acts upon any application therefore.

       

    2. Members of record in the membership Book on the fifteenth (15th calendar day in advance of any regular or special meeting of members shall be entitled to vote at such meeting, provided they are in good standing as of such date.   Voting shall be in person or by proxy duly executed in writing; provided however, that a proxy given for any meeting called to vote on a specific issue or issues stated in the notice of meeting shall clearly indicate how such proxy is to be voted with respect to each issue submitted.

       

      2.5.      No membership may be sold, assigned, or otherwise transferred by any member to any other person.  Upon the decease of the member of a Family unit in whose name a Certificate of Membership is held, the same thereafter shall be held in the name of his surviving spouse or other adult member of such family unit approved by the Board of Directors.  Any member wishing to withdraw or terminate his membership must offer to sell the same to the Corporation for the amount of the initiation fee paid by such member less the amount of any dues, charges or other liabilities then payable by him, but unpaid.  The time and manner in which the holder of a Certificate of Membership shall be refunded the amount of his initiation fee shall be determined by the Board of Directors; provided however, such fees shall be refunded in the chronological order in which such memberships are terminated and then only when the membership of the class of the withdrawing member, as provided in the By-laws, is full and the new member elected to membership to replace the withdrawing member has paid his initiation fee.

       

    1. The Corporation, acting through the Board of Directors, may suspend the privilege of using the facilities of the Corporation, or may revoke the membership, of any member and recall the Certificate of Membership thereof, in the event such member fails to comply with the By-laws or any other lawful and reasonable rules, regulations and requirements, including the payment of dues, duly enacted by the Corporation for the government of its members, or has otherwise so conducted himself as to give cause for such suspension or revocation of membership.  No privileges shall be suspended, membership revoked, or Certificate of Membership recalled except upon ten (10) days notice to the member concerned to attend a hearing before the Board of Directors.  A member may appeal such suspension or expulsion to the membership provided fifteen (15) members endorse such appeal.  After an appropriate hearing of the members, the members by a two-third (2/3) vote of those present may reverse or modify the ruling of the Board of Directors, otherwise, the ruling shall stand.

       

      2.7.      In order to become a member, an applicant must be proposed by a holder of a Certificate of Membership in good standing, submit the necessary application forms, and be interviewed by members of the Membership Committee who shall make their recommendations to the Board of Directors at their next regular meeting, whereupon the application shall be voted upon.

       

      Article III

       

      BOARD OF DIRECTORS

       

       

    1. The management of the Corporation shall be vested in a Board of Directors who shall direct the investment and care of the funds and property of the Corporation make appropriations for specific purposes, borrow money, purchase, sell, lease, mortgage, or otherwise dispose of real estate, act upon applications for membership; appoint subordinate officers and direct the formation of special committees; fill vacancies in office and in the Board; and generally conduct the Corporation business in accordance with the By-laws and the laws of the Commonwealth of Pennsylvania.

       

    2. The approval of the members, acting in the manner provided in Section 6.3 of Article VI hereof, shall be required prior to any authorization by the Board of Directors of the expenditure at any one time of funds of the Corporation in excess of ten thousand ($10,000.00) dollars (Rev 2009) for assets usually considered Property, Plant and Equipment.

       

    3. The Board of Directors shall consist of not more than eleven (11) members, four (4) of whom shall be the President, Vice President, Secretary and Treasurer of the Corporation, elected directly by the membership for terms of one (1) year each; six (6) of whom shall be elected from the membership at large; and one (1) of whom shall be the immediate past President of the Corporation.  If there be no immediate past President, then such directorship shall be filled by election from the membership at large, and such director shall hold office until the next annual election.  All other directors elected from the membership at large shall serve as follows:  three (3) for terms of two (2) years each, and three (3) for terms of one (1) year each; thereafter, when any of these terms expire, successors shall be elected for terms of two (2) years in all cases.

       

    4. The Board of Directors shall designate the bank or banks in which the funds of the Corporation shall be deposited and determine the manner in which checks, drafts and other instruments for the payment of funds of the Corporation shall be executed; provided, however, that the President, Vice President or Treasurer and the Business Manager shall sign all checks, drafts or other instruments for the payment of money drawn in the name of the Corporation.  (Rev. 1986)

       

    5. The Board of Directors shall cause the books of the Corporation to be reviewed annually by an accountant selected by the Board of Directors, who shall neither be a director nor an officer of the Corporation.  The report of the accountant(s) shall be available to the members at all times.  (Rev. 1981)

       

    6. The Board of Directors shall meet at least once a month during the months of March through October at such times and intervals as they may deem necessary.  Seven (7) members of the Board shall constitute a quorum.  Decision of the Board shall be a majority of the votes cast at a meeting at which a quorum is present.

       

    7. Any member of the Board of Directors may be removed from office by a majority vote of the membership present in person or by proxy at either an Annual Meeting or a Social Meeting of the Membership called in accordance with these By-laws.

       

    8. Any member of the Board of Directors who is absent from more than three (3) Board meetings per year excepting extenuating circumstances as determined by the Board, shall be asked to resign by recommendation of the Board of Directors.  Such recommendation of the Board shall be by a majority of the votes cast at a meeting at which a quorum is present.  (Rev. 1986)

       

    9. No Director of this Corporation shall be personally liable for any action or omission unless the Director has breached or failed to perform the duties of his office as described in 42 Pa. C.S. §8363, and said breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.  Nothing in this By-law shall be construed to impose a greater standard of liability on said Director than is set forth in Pennsylvania Act 1986-57 (42 P.S. §8332.2).  (Rev. 1988)

       

      Article IV

       

      OFFICERS

       

    1. The officers of the Corporation shall be a president, a vice president, a secretary, and a treasurer and such subordinate officers as may be duly appointed by the Board.  The president, vice president, secretary and treasurer shall be elected annually by the members and shall hold office until the end of the first meeting of the Board following the Annual Meeting of the Corporation membership or until such later date as their successors shall be duly elected and qualified.  All other officers shall hold office at the pleasure of the Board.

       

    2. The president shall preside at the meetings of the Corporation membership and of the Board of Directors.  He shall be the chief administrative officer of the Corporation.  He shall hire all employees and appoint, subject to ratification by the Board, all members of standing committees, designating the chairmen thereof, and all special committees as may be directed.  He shall be, ex-officio, a member of all committees entitled to vote in all deliberations thereof.

       

    3. The vice president, in the absence or disability of the president, shall act in his stead.

       

    4. The secretary shall send out notice of the meetingsof the Corporation membership and of the Board of Directors; keep the minutes thereof; and attend to the correspondence and other records pertaining to his office, including the keeping of the Corporation’s Membership Book and the issuance of Certificate of Membership.

       

    5. The treasurer shall attend to the keeping of the accounts of the Corporation, collecting its revenues, and paying its bills approved by the Board of Directors or such committees of the Board as may be designated thereby.  He shall deposit the funds of the Corporation, in the name of the Corporation, in such depository as may be authorized by the Board

       

      Article V

       

      COMMITTEES

       

    1. The standing committees shall be the House, Membership, Finance, and Nominating Committee.

       

    2. The House Committee will supervise the operation and maintenance of the Corporation’s physical properties, including pool, bathhouse and grounds; shall be responsible for supervision of the furnishing of entertainment and other social activities of the members; and shall be responsible for formulating and enforcing, in accordance with the By-laws and the direction of the Board of Directors, the rules and regulations of the Corporation with respect to the orderly operation of the Corporation’s facilities and the conduct of members and their guests.

       

    3. The Membership Committee shall investigate and report to the Board of Directors upon the desirability of applicants for membership and shall, when necessary, be responsible for the solicitation of members.

       

    4. The Finance Committee shall, with the assistance of the treasurer, prepare the annual budget for submission to and approval of the Board, and shall exercise such responsibility over the general financial transactions of the Corporation, as shall be authorized by the Board.

       

    5. The Nominating Committee of no less than three (3) members shall nominate candidates for corporate officers and other members of the Board of Directors for the succeeding year and submit such nominations to the members at the Annual Meeting.

       

    6. The Board of Directors may authorize the formation of other special committees in its discretion, the members of which shall be appointed by the President subject to the provisions of Section 4.2 hereof.

       

    7. Each committee is empowered to adopt and prescribe regulations and procedures

      consistent with these By-laws as it deems necessary or expedient for the conduct of the business of the Corporation for which it is responsible, all subject, however, to the general powers vested in the Board of Directors under Article III hereof.

       

      Article VI

       

      MEETINGS

       

    1. There shall be a regular Annual Meeting of the Membership each year, which meeting will be held on the third Wednesday in January.  (Rev. 1971) at 8: P.M.  Special meetings of the Membership may be called by the President at his discretion and must be called by the President upon direction of a majority of the Board of Directors, or upon written request of fifteen (15) in number of voting members in good standing.

    2. Notice of all membership meetings, regular or special, containing time, date, place and purpose of said meeting shall be sent to certificate holders of record pursuant to Section 2.1 hereof by first class mail not less than ten (10) days prior to such meeting.

       

    3. Ten percent (10%) of the members in good standing, present in person or proxy, shall constitute a quorum at all meetings of the Corporation Membership.  Decisions at any duly constituted meeting of the Membership shall be by a majority of the votes cast.  (Rev. 1971)

       

      Article VII

       

      DUES AND FEES

       

    1. The initiation fee shall be four hundred fifty dollars ($450.00) (Rev. 2005) payable in such manner as the Board, by resolution, may direct.  On April 1, 2007, all bondholders were assessed an additional $50 initiation fee, and the new initiation fee was increased to five hundred ($500) dollars.

       

    2. Dues of the Members shall be payable for each calendar year and shall be fixed by the Board of Directors at its regular monthly meeting for the month immediately preceding the month in which the Annual Meeting shall be held, but no less than an amount sufficient to meet all the anticipated costs and expenses of operation and maintaining the Corporation facilities during the calendar year for which dues are payable.  Unless otherwise provided by resolution of the Board of Directors, bills for annual dues will be mailed by February 15 of each year, and are payable before March 15.  (Rev. 1980)

       

    3. If any member fails to pay any indebtedness, including dues, to the Corporation by the 31st day of the month in which said indebtedness was payable to the Corporation, such member will be notified by the Treasurer by certified letter that his club privileges will automatically be revoked if payment is not received within ten (10) days.  (Rev. 1980)

       

      Article VIII

       

      INDEMNIFICATION

       

    1. Each officer and each director (and his heirs, executors and administrators) shall be indemnified by the Corporation against expenses reasonably incurred by or imposed upon him in connection with the defense or arising out of any action, suit or proceeding in which he may be involved or to which he may be a party by reason of his being or having been a director or officer of the Corporation, except in relation to matters as to which he shall be adjudged, in such action, suit or proceeding, to be liable for negligence or misconduct in the performance of duty.  The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled.

       

      Article IX

       

      AMENDMENTS

       

    1. These By-laws may be amended by a two-thirds (2/3) vote of the members present in person or by proxy at any meeting of the Corporation, provided that at least five (5) days advance notice in writing shall be given to each such member.