1. PRINCIPAL OFFICE: The principal office of the Corporation shall be located at the address of the current secretary. The postal address shall be:
P.O. Box 15112
Pittsburgh, PA 15237
The Corporation may establish another principal office or may have such other offices as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
1. DEFINITION OF MEMBER CATEGORIES:
a) Membership unit holder - a current member who pays annual dues, but does not own
a share of stock.
b) Share holder -
1. Active shareholder - A shareholder who holds current membership by paying annual
dues.
2. Non active shareholder - A shareholder who has resigned per Article II #7 and has
not paid dues for the current year.
c) For the purpose of these bylaws "member" or "membership" means a "membership unit to
holder" or an "active shareholder".
2. NUMBER:
The corporation shall be authorized to issue memberships or shares of stock to three
hundred fifty (350) members or stockholders, but the Board of Directors is authorized to limit membership to a lesser number. The Board of Directors may limit memberships sold without shares. For the purpose of these by-laws, a membership shall mean one of the following:
a.) Family membership: Consists of no more than two adults and the unmarried children under the age of 22 residing with at least one of the adults on a permanent basis. In lieu of naming a second adult on the membership application, an unmarried member may opt to receive a guest pass.
b.) Adult Membership: Consists of no more than two adults only residing at the same address. In lieu of naming a second adult on the membership application, an unmarried
member may opt to receive a guest pass.
c.) Membership privileges may be extended to other family members, household
guests or baby-sitters for a fee as determined by the Board of Directors.
3. CERTIFICATES:
Initial membership in the corporation shall be acquired upon payment of
three hundred dollars ($300,00) . A certificate of stock, having a par value of three hundred dollars ($300.00) shall be issued to the member, and shall be transferable as hereinafter provided and limited subsequent to enrollment of initial members to the limit set by the Board of Directors. A member may become a stockholder only by purchase of existing stock certificate, unless the Board of Directors raises the number of members within the overall limit of three hundred fifty (350) members permitted by the Articles of Incorporation. All stock certificates shall be signed by the President and Secretary of the Corporation and impressed with the corporate seal. All certificates shall be consecutively numbered, and the name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation.
4. TRANSFERS:
Stock certificates or memberships may be transferred by members as follows:
(a) Incident to the sale of a member's personal residence, such member may transfer his stock certificate to the buyer of such residence, notifying the Membership Chairman.
(b) Except a transfer incident to the sale of a residence, all other transfers shall be made in accordance with a waiting list kept by the Membership Director. This waiting list (to join the pool) shall be maintained in a chronological manner so that the first name thereon shall be the applicant for membership earliest in time and the last name thereon shall be the applicant who was latest in time. Subject to approval of the prospective number by the Board of Directors as aforesaid, a member who desires to transfer his membership must first offer it to the Corporation for sale at the par value of his stock certificate $300.00 to the first person on the waiting list who is desirous of purchasing the membership, provided, however, that if the Corporation shall inform the member that there are no names on such waiting list, then such member may transfer or sell his membership or stock certificate to any person for any price, notifying the Membership Director.
(c) All transfers of stock (or membership) shall be made only on the books of the Corporation; and the old certificate properly endorsed, shall be surrendered and canceled before a new certificate is issued. In case of loss or destruction of the certificate of stock, no new certificates shall be issued in lieu thereof except upon satisfactory proof to the Board of Directors of such loss or destruction. In their discretion, the Board of Directors may require a bond. Further, the Corporation shall refuse to permit transfer of the stock certificate or membership until all accrued and unpaid dues, assessments or charges have been paid.
5. VOTING:
Each stockholder with current membership in good standing, that is, one who has not
resigned or been expelled and whose assessments and dues have been fully paid, shall be entitled to one (1) vote on each matter submitted to a vote of the members. Stock ownership itself shall not confer on a member the right to vote unless such member is otherwise qualified as aforesaid.
6. SUSPENSION OR EXPULSION:
The Board of Directors, by affirmative vote of two-thirds (2/3)
of all members of the Board, may suspend or expel a member for cause after an appropriate hearing, and by majority vote of those present at any regularly constituted meeting of the Board of Directors, may suspend or expel any member who shall be in default in the payment of dues for two (2) weeks or more from the due date of such dues. An expelled member shall have the same rights and limitations as to transfer of his membership as hereinbefore provided and as set forth in Section 7 hereof, pertaining to resignation.
7. RESIGNATION:
Any member may resign by filing a written notice with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay dues, assessments or other charges, and such resignation shall not become effective until:
(a) Transfer of such member's stock certificate in accordance with Article II, Section 4, or
(b) Unpaid dues and assessments amount to $300.00, in which event, his stock certificate shall be forfeited upon notice by the Corporation sent to him at his last known address. The Corporation shall then declare the membership open and may sell such membership and stock certificate to another person.
1. A new member will be required to pay an initiation fee if one is set by the board.
2. Each member shall pay annual dues on or before the due date and in the amount set by the Board of Directors. A late fee will be accessed in an amount determined by the Board of Directors.
3. A resigning member shall not be entitled to a refund of the current year's dues.
4. Dues may only be prorated as set forth by the Board of Directors.
5. There will be Trial Memberships available as set and priced by the Board of Directors. Trial Memberships are limited to a one time purchase.
6. Guest passes will be available to current members as set by the Board of Directors.
1. MEMBERSHIP MEETINGS:
A general membership meeting shall be held once a year in the second full week of October. A notice of the time and place of such meeting shall be mailed by the Board of Directors to each stockholder with current membership at least two (2) weeks prior to said meeting.
2. DIRECTORS' MEETINGS:
The Board of Directors shall meet at least four (4) times a year at such times and places as the Board shall determine from time to time. However, the Board shall have an annual organization meeting in the first quarter of the new year.
3. SPECIAL MEMBERSHIP MEETING:
Special meetings of the general membership shall be called by the President at such times as he may deem necessary; or upon a written request signed by three (3) members of the Board of Directors, or upon written request signed by ten (10) members of this corporation.
4. SPECIAL DIRECTORS' MEETING:
Special meetings of the Board of Directors shall be called by the President at such times as he may deem necessary, or upon a written request signed by two (2) members of the Board of Directors.
5. NOTICE OF SPECIAL MEETINGS:
Each member shall be entitled to two (2) weeks' notice of any special meeting and each director shall receive one (1) week's notice of a regular or special meeting. Notices shall be given when sent through the United States mail to the latest address of the member or director as recorded in the membership book of this Corporation.
6. INFORMAL ACTION BY MEMBERS:
Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting if consent in writing, setting forth the action be taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.
7. QUORUM:
The members present in person at any regular or special meeting shall constitute
a quorum at such meeting.
8. PROXIES:
At any meeting a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valued after eleven (11) months from the date of its execution, unless otherwise provided in proxy.
9. VOTING BY MAIL:
Where directors or officers are to be elected by members or any class
or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.
1. GENERAL POWERS:
The affairs of the Corporation shall be managed by its Board of Directors who shall be members of the Corporation and who shall be elected by the members at a general membership meeting. Nominations shall be made by the nominating committee and additional nominations may be made from the floor.
2. NUMBER AND TENURE:
The number of directors shall be nine (9). Three (3) directors shall be elected, by a majority vote, at each annual membership meeting to hold office for three (3) years. No director shall hold more than two (2) consecutive terms.
3. QUORUM:
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
4. MANNER OF MEETING:
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
5. VACANCIES:
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors (resignation or expulsion) shall be filled by the Board of Directors, A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
6. COMPENSATION:
Directors shall serve without compensation but, by resolution of Board of Directors, may be reimbursed for any necessary expenses.
7. OFFICERS:
The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of the Article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and to perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more offices may be held by the same person except the offices of president and secretary,
8. ELECTION AND TERM OF OFFICE:
The officers of the corporation shall be elected annually by the Board of Directors from their number at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected, and shall have qualified.
9. REMOVAL:
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.
10. VACANCIES:
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired part of the term.
11. PRESIDENT:
The President shall be the principal executive officer of the corporation and shall in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bond, contracts, or other instruments which the Board of Directors have. authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Corporation, and in general he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. The President shall appoint from time to time such committees as may be, in his judgment, desirable; the President shall be ex officio member of such committees and such committees shall function under the president's direction and supervision.
12. VICE PRESIDENT:
In the absence of the President or in event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice president, the Vice Presidents in the order of their election) shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
13. TREASURER:
If required by the Board of Directors, the Treasurer shall give a bond (premium
therefor to be paid by the Corporation) for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
14. SECRETARY:
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
15. ASSISTANTS:
If required by the Board. of Directors, the assistant treasurer shall give bonds (premiums therefore to be paid by the corporation) for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or Secretary or by the President or the Board of Directors.
16. COMPENSATION:
Officers shall serve without compensation but, by resolution of the Board of Directors, may be reimbursed for any necessary expenses.
1. CONTRACTS:
The Board of Directors may authorize any officer or officers, agent, or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instance,
2. CHECKS, DRAFTS, ETC:
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name or the Corporation shall be signed by the Treasurer The treasurer will submit to the officers a complete list of checks issued and voided on a monthly basis.
3. DEPOSITS:
All funds of the Corporation shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
4. GIFTS:
The Board of Directors may accept on behalf of the Corporation any contributions, gifts,
bequests, or devise for the general purposes or for any special purpose of the Corporation.
1. BOOKS AND RECORDS:
1. PRINCIPAL OFFICE: The principal office of the Corporation shall be located at the address of the current secretary. The postal address shall be:
P.O. Box 15112
Pittsburgh, PA 15237
The Corporation may establish another principal office or may have such other offices as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
1. DEFINITION OF MEMBER CATEGORIES:
a) Membership unit holder - a current member who pays annual dues, but does not own
a share of stock.
b) Share holder -
1. Active shareholder - A shareholder who holds current membership by paying annual
dues.
2. Non active shareholder - A shareholder who has resigned per Article II #7 and has
not paid dues for the current year.
c) For the purpose of these bylaws "member" or "membership" means a "membership unit to
holder" or an "active shareholder".
2. NUMBER:
The corporation shall be authorized to issue memberships or shares of stock to three
hundred fifty (350) members or stockholders, but the Board of Directors is authorized to limit membership to a lesser number. The Board of Directors may limit memberships sold without shares. For the purpose of these by-laws, a membership shall mean one of the following:
a.) Family membership: Consists of no more than two adults and the unmarried children under the age of 22 residing with at least one of the adults on a permanent basis. In lieu of naming a second adult on the membership application, an unmarried member may opt to receive a guest pass.
b.) Adult Membership: Consists of no more than two adults only residing at the same address. In lieu of naming a second adult on the membership application, an unmarried
member may opt to receive a guest pass.
c.) Membership privileges may be extended to other family members, household
guests or baby-sitters for a fee as determined by the Board of Directors.
3. CERTIFICATES:
Initial membership in the corporation shall be acquired upon payment of
three hundred dollars ($300,00) . A certificate of stock, having a par value of three hundred dollars ($300.00) shall be issued to the member, and shall be transferable as hereinafter provided and limited subsequent to enrollment of initial members to the limit set by the Board of Directors. A member may become a stockholder only by purchase of existing stock certificate, unless the Board of Directors raises the number of members within the overall limit of three hundred fifty (350) members permitted by the Articles of Incorporation. All stock certificates shall be signed by the President and Secretary of the Corporation and impressed with the corporate seal. All certificates shall be consecutively numbered, and the name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation.
4. TRANSFERS:
Stock certificates or memberships may be transferred by members as follows:
(a) Incident to the sale of a member's personal residence, such member may transfer his stock certificate to the buyer of such residence, notifying the Membership Chairman.
(b) Except a transfer incident to the sale of a residence, all other transfers shall be made in accordance with a waiting list kept by the Membership Director. This waiting list (to join the pool) shall be maintained in a chronological manner so that the first name thereon shall be the applicant for membership earliest in time and the last name thereon shall be the applicant who was latest in time. Subject to approval of the prospective number by the Board of Directors as aforesaid, a member who desires to transfer his membership must first offer it to the Corporation for sale at the par value of his stock certificate $300.00 to the first person on the waiting list who is desirous of purchasing the membership, provided, however, that if the Corporation shall inform the member that there are no names on such waiting list, then such member may transfer or sell his membership or stock certificate to any person for any price, notifying the Membership Director.
(c) All transfers of stock (or membership) shall be made only on the books of the Corporation; and the old certificate properly endorsed, shall be surrendered and canceled before a new certificate is issued. In case of loss or destruction of the certificate of stock, no new certificates shall be issued in lieu thereof except upon satisfactory proof to the Board of Directors of such loss or destruction. In their discretion, the Board of Directors may require a bond. Further, the Corporation shall refuse to permit transfer of the stock certificate or membership until all accrued and unpaid dues, assessments or charges have been paid.
5. VOTING:
Each stockholder with current membership in good standing, that is, one who has not
resigned or been expelled and whose assessments and dues have been fully paid, shall be entitled to one (1) vote on each matter submitted to a vote of the members. Stock ownership itself shall not confer on a member the right to vote unless such member is otherwise qualified as aforesaid.
6. SUSPENSION OR EXPULSION:
The Board of Directors, by affirmative vote of two-thirds (2/3)
of all members of the Board, may suspend or expel a member for cause after an appropriate hearing, and by majority vote of those present at any regularly constituted meeting of the Board of Directors, may suspend or expel any member who shall be in default in the payment of dues for two (2) weeks or more from the due date of such dues. An expelled member shall have the same rights and limitations as to transfer of his membership as hereinbefore provided and as set forth in Section 7 hereof, pertaining to resignation.
7. RESIGNATION:
Any member may resign by filing a written notice with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay dues, assessments or other charges, and such resignation shall not become effective until:
(a) Transfer of such member's stock certificate in accordance with Article II, Section 4, or
(b) Unpaid dues and assessments amount to $300.00, in which event, his stock certificate shall be forfeited upon notice by the Corporation sent to him at his last known address. The Corporation shall then declare the membership open and may sell such membership and stock certificate to another person.
1. A new member will be required to pay an initiation fee if one is set by the board.
2. Each member shall pay annual dues on or before the due date and in the amount set by the Board of Directors. A late fee will be accessed in an amount determined by the Board of Directors.
3. A resigning member shall not be entitled to a refund of the current year's dues.
4. Dues may only be prorated as set forth by the Board of Directors.
5. There will be Trial Memberships available as set and priced by the Board of Directors. Trial Memberships are limited to a one time purchase.
6. Guest passes will be available to current members as set by the Board of Directors.
1. MEMBERSHIP MEETINGS:
A general membership meeting shall be held once a year in the second full week of October. A notice of the time and place of such meeting shall be mailed by the Board of Directors to each stockholder with current membership at least two (2) weeks prior to said meeting.
2. DIRECTORS' MEETINGS:
The Board of Directors shall meet at least four (4) times a year at such times and places as the Board shall determine from time to time. However, the Board shall have an annual organization meeting in the first quarter of the new year. 3. SPECIAL MEMBERSHIP MEETING:Special meetings of the general membership shall be called by the President at such times as he may deem necessary; or upon a written request signed by three (3) members of the Board of Directors, or upon written request signed by ten (10) members of this corporation.
4. SPECIAL DIRECTORS' MEETING:
Special meetings of the Board of Directors shall be called by the President at such times as he may deem necessary, or upon a written request signed by two (2) members of the Board of Directors.
5. NOTICE OF SPECIAL MEETINGS:
Each member shall be entitled to two (2) weeks' notice of any special meeting and each director shall receive one (1) week's notice of a regular or special meeting. Notices shall be given when sent through the United States mail to the latest address of the member or director as recorded in the membership book of this Corporation.
6. INFORMAL ACTION BY MEMBERS:
Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting if consent in writing, setting forth the action be taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.
7. QUORUM:
The members present in person at any regular or special meeting shall constitute
a quorum at such meeting.
8. PROXIES:
At any meeting a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valued after eleven (11) months from the date of its execution, unless otherwise provided in proxy.
9. VOTING BY MAIL:
Where directors or officers are to be elected by members or any class
or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.
1. GENERAL POWERS:
The affairs of the Corporation shall be managed by its Board of Directors who shall be members of the Corporation and who shall be elected by the members at a general membership meeting. Nominations shall be made by the nominating committee and additional nominations may be made from the floor.
2. NUMBER AND TENURE:
The number of directors shall be nine (9). Three (3) directors shall be elected, by a majority vote, at each annual membership meeting to hold office for three (3) years. No director shall hold more than two (2) consecutive terms.
3. QUORUM:
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
4. MANNER OF MEETING:
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
5. VACANCIES:
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors (resignation or expulsion) shall be filled by the Board of Directors, A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
6. COMPENSATION:
Directors shall serve without compensation but, by resolution of Board of Directors, may be reimbursed for any necessary expenses.
7. OFFICERS:
The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of the Article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and to perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more offices may be held by the same person except the offices of president and secretary,
8. ELECTION AND TERM OF OFFICE:
The officers of the corporation shall be elected annually by the Board of Directors from their number at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected, and shall have qualified.
9. REMOVAL:
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.
10. VACANCIES:
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired part of the term.
11. PRESIDENT:
The President shall be the principal executive officer of the corporation and shall in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bond, contracts, or other instruments which the Board of Directors have. authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Corporation, and in general he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. The President shall appoint from time to time such committees as may be, in his judgment, desirable; the President shall be ex officio member of such committees and such committees shall function under the president's direction and supervision.
12. VICE PRESIDENT:
In the absence of the President or in event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice president, the Vice Presidents in the order of their election) shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
13. TREASURER:
If required by the Board of Directors, the Treasurer shall give a bond (premium
therefor to be paid by the Corporation) for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
14. SECRETARY:
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
15. ASSISTANTS:
If required by the Board. of Directors, the assistant treasurer shall give bonds (premiums therefore to be paid by the corporation) for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or Secretary or by the President or the Board of Directors.
16. COMPENSATION:
Officers shall serve without compensation but, by resolution of the Board of Directors, may be reimbursed for any necessary expenses.
1. CONTRACTS:
The Board of Directors may authorize any officer or officers, agent, or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instance,
2. CHECKS, DRAFTS, ETC:
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name or the Corporation shall be signed by the Treasurer The treasurer will submit to the officers a complete list of checks issued and voided on a monthly basis.
3. DEPOSITS:
All funds of the Corporation shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
4. GIFTS:
The Board of Directors may accept on behalf of the Corporation any contributions, gifts,
bequests, or devise for the general purposes or for any special purpose of the Corporation.
1. BOOKS AND RECORDS:
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members. Board of Directors and committees having any of the authority of the Board of Directors, shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any shareholder, or his agent or attorney for any purpose at any reasonable time.
1. FISCAL YEAR:
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
1. SEAL:
The Board of Directors shall provide a corporate seal, which shall be in form of a circle and shall have inscribed thereon the name of the corporation and date of incorporation.
1. WAIVER OF NOTICE:
Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Act of Pennsylvania or under the provisions of the Article of Incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent of giving such notice.
1. AMENDMENTS TO BY-LAWS:
These by-laws may be amended or rescinded by the vote of a majority of the active shareholding members present at any duly convened meeting, provided that the notice of such meeting shall set forth the purport of the amendment or revision to be acted upon.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned secretary of McCandless Swimming Club does hereby certify that the above and foregoing by-laws of said corporation, on the 19th day of February, 1959, as amended to March 6, 1990, then reviewed and amended October 11, 1998 and that they do now constitute the by-laws of said corporation.
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members. Board of Directors and committees having any of the authority of the Board of Directors, shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any shareholder, or his agent or attorney for any purpose at any reasonable time.