This is the latest full print version of the by-laws, voted in 2007.

Revised 9/96

Clarifications by membership vote 9/2006 and 9/2007 as noted.

 

 

BY-LAWS

OF

VALLEY BROOK SWIMMING & TENNIS CLUB, INC.

A Nonprofit Corporation

 

 

Article I OFFICES

 

SECTION 1.  Principal Office.

 

            The principal office of the Corporation shall be located at Callender Road, Ross Township, Pittsburgh, Pennsylvania, 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.

 

 

Article II MEMBERS

 

SECTION 1.  Number.

 

            The Board of Directors, shall, from time to time, establish the capacity membership of the club, and such membership shall not exceed four hundred (400) members; for the purpose of these By-Laws, a member shall be deemed a single individual or the head of a household and his or her membership privileges shall extend to his or her spouse and his or her unmarried children residing in the household and to all his or her dependent married children and dependent relatives permanently residing in the household.  For the purpose of this section “dependent” shall mean those persons claimed by the head of the household for Federal Income Tax purposes.  For the purpose only of holding membership herein, the certificate may be issued to the member and their spouse as tenants by the entireties. No person may be excluded from membership by reason of race, sex, color, religion, age, disability, national origin, ancestry or veteran status.

 

SECTION 2.  Election.

 

            Members shall be elected by the Board of Directors.  An affirmative vote of two-thirds (2/3) of all the Directors shall be required for election.

 

SECTION 3.  Voting.

 

            Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.

 

 

SECTION 4.  Suspension or Expulsion.

 

            The Board of Directors, by affirmative vote of two-thirds (2/3) of all the members of the Board, may suspend or expel a member for cause after due notice of and the holding of an appropriate hearing, and, by a 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 one (1) month or more from the due date of such dues.  The member shall sell and the Corporation shall purchase the certificate of membership of any such member duly expelled from the Corporation, at its current certificate value, as hereinafter determined.

 

SECTION 5.  Resignation.

 

            Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relive the member so resigning of the obligation to pay any dues, assessment or other charges remaining unpaid prior to the date of the transfer of the resigning member’s certificate.  In no event, however, will any member’s obligation hereunder exceed the certificate value of his membership at the time of transfer.  The member must sell to the Corporation and the Corporation may, at its option, purchase the certificate of membership of any such member so resigning at its current certificate value, as hereinafter determined, and accrued and unpaid dues and assessments, as hereinabove set forth, may be set off against and deducted from said purchase price.

 

SECTION 6.  Waiting List.

 

            The Secretary shall maintain a waiting list consisting of such written applications for membership as may, from time to time, be received from eligible persons.  This waiting list shall be maintained in a chronological manner so that the first name thereon shall be in the case of a resigning member who sells his residence property prior to repurchase of his membership by the Corporation and the purchaser of said residence property has made written application for membership as of the date of said purchase.  In that case, the purchaser shall be entitled to membership ahead of any person on the waiting list providing that said purchaser shall be elected by the Board of Directors pursuant to Article II, Section 2.  Said waiting list shall be available for inspection by all members and all boa fide applicants for membership at all reasonable hours.

 

 

Article III FEES AND DUES

 

SECTION 1.  Certificate Fee and Value.

 

            The initial certificate fee is established at Four Hundred Fifty Dollars ($450.00) as of June 2, 1968 and Five Hundred Dollars ($500.00) as of February 1, 1979.  The certificate redemption value is hereby determined to be Three Hundred Fifty Dollars ($350.00).  One Hundred Fifty Dollars ($150.00) of each new certificate issued after February 1, 1979 shall hereafter be classified as Initiation Fee and is nonrefundable.

 

 

 

Article III FEES AND DUES (Continued)

 

SECTION 2.  Annual Dues. [This section was revised by vote of the membership 9/2007.]

 

            Each member shall pay annual dues, together with any applicable tax thereon, on or before the first day of May each year.  The amount of such annual dues may be changed from time to time by the Board of Directors.  The Board of Directors, may not however, increase the amount of annual dues by more than 10 percent (10%) in any year over the preceding without first having approval of a majority of the members present at a regular or special meeting of the members. The Board may, at its discretion, identify a portion of the dues as a “Maintenance Rebate” that will be refunded to any member that works the requested time at Board designated volunteer days.  This rebate will be no greater than 10% of the annual dues.

 

SECTION 3.  Assessments.

 

            No assessments over and above the certificate fee and annual due shall be levied unless duly approved by the membership at an annual or a special meeting thereof.

 

 

Article IV MEETINGS

 

SECTION 1.  Annual Membership Meeting.

 

            The annual meeting of the members of the Corporation shall be held at a time and place as determined by the Board of Directors.  Members shall be duly notified of the same not less than ten (10) days prior thereto.  At such meeting, the Officers and Directors shall give a report of operations to the membership and transact such other business as may properly come before the meeting.

 

SECTION 2.  Directors’ Meetings.

 

            Regular meeting of the Board shall be held at least once a month during the following months: April, May, June, July, August, September, and October, at a time to be designated by the Chairman of the Board and notices of such meetings shall be given to each Director in writing at least five (5) days prior thereto.  Special meetings of the Board may be called at any time by the Chairman of the Board or upon the request in writing of not less than three (3) days prior thereto, excluding Sundays and Holidays.  Notwithstanding the foregoing, the Board of Directors shall hold an annual organizational meeting in February of each year.

 

SECTION 3. Special Membership Meetings.

 

            A special meeting of the members of the Corporation may be called at any time by the President, or upon  written request signed by three (3) members of the Board of Directors, or upon the request in writing of not less than twenty (20) members of the Corporation.  Due notice of a special meeting, showing the purpose thereof, shall be given the members not less than ten (10) days prior thereto.

 

Article IV MEETINGS (Continued)

 

SECTION 4.  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 so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.

 

SECTION 5.  Quorum.

 

            A quorum shall consist of one-fifth (1/5) of voting members present in person or by proxy.  If a meeting of the members of the Corporation has been duly called for any purpose, and at such a meeting a sufficient number of members to approve or authorize the proposed action is not in attendance, then if the notice of such a meeting stated that the procedure authorized by this Section might be invoked, the members present at such a meeting may, by majority vote, call a further meeting of the members for the same purpose.  Fifteen (15) days notice of the time, place and purpose of such further meeting shall be given by advertisement inserted in a newspaper published in the County of Allegheny.  At such further meeting the members present shall constitute a quorum  and by majority vote of those present may approve or authorize the proposed action and take any other action which might have been taken at the original meeting if a sufficient number of members had been present, and the notice of such further meeting shall so state.

 

SECTION 6.  Proxies.

 

            At any meeting of the members a member entitled to vote may vote by proxy executed in writing by the member of his duly authorized attorney-in-fact.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

 

 

Article V BOARD OF DIRECTORS

 

SECTION 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.

 

SECTION 2(a).  Nominations and Election.

 

            The meeting of the membership for the purpose of electing Directors shall take place on Labor Day of each year.  Nominations shall be made by the nominating committee.  Additional nominations to be place in nomination may be made upon a written petition of five (5) members submitted to the nominating committee at least three (3) days before the election meeting.

 

 

 

Article V BOARD OF DIRECTORS (Continued)

 

SECTION 2(b).  Term and Number. [This section was clarified by vote of the membership 9/2006.]

 

            The total number of Directors shall be no greater than eleven (11).  Each Director shall serve for a period of three (3) years.  No more than four (4) Directors shall be elected each year unless more are needed because of resignations.

 

SECTION 2(c).  Time for Taking Office.

 

            The newly elected Directors shall take office at the annual organization meeting held in September of the same year.

 

SECTION 3.  Quorum.

 

            A majority of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time.

 

SECTION 4.  Manner of Acting.

 

            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.

 

SECTION 5.  Vacancies.

 

            In the case of any vacancy in the Board of Directors, the remaining Directors by an affirmative vote of a majority thereof may elect a successor to hold office until the next annual meeting, at which time the members shall elect a Director for the unexpired term of the office so vacated.

 

SECTION 6.  Absence of Director.

 

            The Board of Directors, by a majority vote of its entire membership, may remove a Director who is absent from three (3) consecutive regular meetings of the Board without valid cause; provided that the Board cause to be transmitted to such Director, upon his being absent from two (2) or such meetings, notice, in writing at least five (5) days prior to the third meeting, of the contemplated action of the Board should said Director fail to attend the third such meeting or fail to furnish a valid explanation of his absence.  The validity vel. non of such explanation shall be determined by the Chairman of the Board and such determination shall be final.

 

SECTION 7.  Place of Meeting.

 

            The Directors shall hold their meetings at such place as is designated by the Chairman of the Board of Directors.

 

Article V BOARD OF DIRECTORS (Continued)

 

SECTION 8.  Compensation.

 

            Directors shall not receive any compensation for their services as Directors and shall not otherwise be gainfully employed by the Corporation but, by resolution of the Board of Directors, may be reimbursed for any necessary expenses.

 

SECTION 9.  Chairman of the Board.

 

            The Chairman of the Board of Directors shall preside at all meeting of the Directors, and shall perform all the duties usually incident to such folio, and shall be the President of the Corporation.

 

 

Article VI OFFICERS

 

SECTION 1.  Officers.

 

            The Officers of the Corporation shall be selected from the Directors and shall be a President, President-Elect/Vice President, Secretary, Treasurer, and such other Officers as may be elected in accordance with the provisions of this 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 to perform the duties prescribed, from time to time, by the Board of Directors.  Any two or more offices may be held by the same person except the offices of President, Treasurer, and Secretary.

 

SECTION 2(a).  Election and Term of Office.

 

            The Officers of the Corporation shall be elected annually by the Board of Directors at the regular 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 may be convenient.  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.

 

SECTION 2(b).  Election of Vice President/President-Elect.

 

            The election of a Director to the office of Vice President/President-Elect shall be by a vote of the Directors.  Nominations may be made by any Director at the annual organizational meeting or any monthly meeting of the board until an election is held.

 

SECTION 3.  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.

 

 

Article VI OFFICERS (Continued)

 

SECTION 4.  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 portion of the term.

 

SECTION 5.  Office of the 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.  This person shall preside at all meetings of the members and of the Board of Directors.  This person may sign, with the Secretary of any other proper Officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the By-Laws, or by statute to some other Officer or agent of the Corporation; and, in general, this person shall perform all duties incident to the Office of the 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 this person’s judgment, desirable; the President shall be an ex-officio member of such committees and such committees shall function under the President’s direction and supervision.

 

SECTION 6.  Office of the Vice President/President-Elect.

 

            The Vice President/President-Elect shall be that Director who has been elected by ballot (beginning with the annual Director’s meeting of 1974) to become President at the organizational meeting of the following year.  The Vice President shall have such powers and perform such duties as may be delegated to him/her by the President.  In the absence or disability of the President, this person shall perform the duties and exercise the powers of the President.

 

SECTION 7.  Secretary.

 

            The Secretary shall keep the minutes of all meetings of the Board of Directors, of the members of the Corporation, and any other meeting to which the Secretary is designated by the Chairman of the Board of Directors to attend, in books provided for said purpose; this person shall sign with the President, or the Vice President, in the name of the Corporation, all contracts and instruments of conveyance and shall affix the seal of the Corporation thereto; this person shall have charge of the seal of the Corporation, al books and corporate records of the Corporation, and such other books and papers as the Board of Directors may direct, and this person shall perform in general all the duties incident to the office of Secretary subject to the control of the Board of Directors.  This person shall submit such reports to the Board as may be requested by them.

 

 

 

 

 

Article VI OFFICERS (Continued)

 

SECTION 8.  Treasurer.

 

            The Treasurer 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 Treasurer and such other duties as from time to time may be assigned to this person by the President or the Board of Directors.

 

SECTION 9.  Assistant Secretaries and Assistant Treasurers.

 

            The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer or by the President of the Board of Directors.

 

SECTION 10.  Security Bonds.

 

            It shall be required that all persons having responsibility for handling monies of the Club shall give a blanket bond, premium therefore to be paid by the Corporation.

 

 

Article VII CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 

SECTION 1.  Contracts.

 

            The Board of Directors may authorize any officer or officers, agents 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 instances.

 

SECTION 2.  Checks, Drafts, etc.

 

            All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an assistant treasurer and countersigned by the President or Vice President of the Corporation.

 

SECTION 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, to other depositories as the Board of Directors may select.

 

 

Article VII CONTRACTS, CHECKS, DEPOSITS AND FUNDS (Continued)

 

SECTION 4.  Gifts.

 

            The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.

 

 

Article VIII CERTIFICATES OF MEMBERSHIP

 

SECTION 1.  Certificates of Membership.

 

            The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board of Directors.  Such certificates shall be signed by the President or a Vice President and by the Secretary or an assistant secretary and shall be consecutively numbered.  The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation.  If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.

 

SECTION 2.  Issuance of Certificates.

 

            When a member has been elected to membership and has paid any fees and dues that may then be required, the certificate of membership shall be issued in his name and delivered to him by the Secretary, if the Board of Directors shall have provide for the issuance of certificates of membership under Section I of this article.

 

Article IX BOOKS AND RECORDS

 

SECTION 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 and shall keep at the registered or principal office a record giving names and addresses of the member entitled to vote.  All books and records of the Corporation may inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

 

SECTION 2.  Financial Statement.

 

The Board of Directors shall cause to be prepared and given to each member of the corporation in attendance at the annual meeting of the members of the Corporation, a statement of the physical and financial condition of the Corporation covering the previous fiscal year, and a consolidated balance sheet showing the assets and liabilities of the Corporation.

 

 

 

Article X FISCAL YEAR

 

SECTION 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 of each year.

 

 

Article XI SEAL

 

SECTION 1.  Seal.

 

            The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the date of the incorporation.

 

 

Article XII WAIVER OF NOTICE

 

SECTION 1. Waiver of Notice.

 

            Whenever any notice is required to be give under the provisions of the Non-Profit Corporation Act of Pennsylvania, or under the provisions of the Articles 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 to the giving of such notice.

 

 

Article XIII AMENDMENTS TO BY-LAWS

 

SECTION 1. Amendments to By-Laws.

 

            These By-Laws may be amended or rescinded by the vote of a majority of the members present at any duly convened meeting.

 

SECTION 2.  Notices.

 

            Notices of the proposed Amendments to By-Laws of the Corporation shall be mailed to each member of the corporation at least fifteen (15) days prior to any meeting at which such proposal shall be considered.

 

 

 

 

 

 

 

 

Article XIV MISCELLANEOUS

 

SECTION 1. Indemnification.

 

            (a)  The Corporation shall reimburse or indemnify each director, officer, and employee of the Corporation (and of any other corporation which he served at the request of the Corporation) for or against all liabilities and expenses reasonably incurred by or imposed upon him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the name of this Corporation or such other corporation or otherwise), civil, criminal, administrative, or investigative (hereinafter called “action”), in which he may become involved as a party or otherwise by reason if his being or having been such director, officer, or employee, or by reason of any action taken or not taken in such capacity, whether or not he continues to be such at the time such liabilities or expenses are incurred and whether or not such action or omission to act occurred before or after the adoption of this By-Law, provided that (i) in respect of any action by or in the right of the  Corporation or such other corporation, such person was not negligent or guilty of misconduct to the Corporation or such other corporation, and (ii)min respect of all other actions such person acted in good faith in what he reasonably believed to be in the best interests of this corporation or such other corporation, and in addition in any criminal action had no reasonable cause to believe that his conduct was unlawful.

 

            (b) As used in the By-Law the term “liabilities and expenses” shall include but not be limited to counsel fees and expenses and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by a director, officer, or employee but shall not include amounts paid to this Corporation itself (or to such other corporation) unless approved by a Court.

 

            (c) Where such person has been wholly successful on the merits in such action, or where indemnification of such person has been awarded by a Court, he shall be entitled to indemnification as of right; otherwise, the Corporation shall reimburse or indemnify him if it shall be determined that such a person has met the standards set forth in paragraph (a), either,

 

(i)              by the Board of Directors, acting by quorum consisting of three Directors or the Corporation other than those involved in the action, or

 

(ii)            if there are not at least three directors other than those involved in the action, by arbitration in accordance with the Rules of the American Arbitration Association or by independent legal counsel, who shall deliver to the Corporation their written opinion that such person has met the standards set forth in paragraph (a).

 

(d)  Expenses incurred with respect to any action may be advanced by the Corporation prior to the final disposition thereof, upon receipt of an undertaking by such person to repay any amounts for which it shall ultimately be determined that he is not entitled to indemnification.

 

(e)  The foregoing right of reimbursement or indemnification shall not be exclusive of other rights to which any such person may otherwise be entitled and, in the event of his death, shall extend to his legal representatives.

 

Article XIV MISCELLANEOUS (Continued)

 

(f) The Corporation may maintain insurance to protect any such Director, Officer and employee against any liabilities and expenses incurred by him in connection with any claim, action, or proceeding.

 

(g)  The provisions of this section shall be applicable to claims, actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omission occurring before or after the adoption hereof.

 

KNOW ALL MEN BY THESE PRESENTS:  THAT the undersigned, Secretary of VALLEY BROOK SWIMMING & TENNIS CLUB, INC., does herby certify that the above and foregoing By-Laws constitute of said corporation, duly adopted by the members of said Corporation on the 15^th day of November 1959 and as amended.

 

ATTEST:

 

 

 

September 22, 1996                                                                            Linda Dahl, Secretary