Constitution

Trident Club, Inc. Constitution

As Amended March 16, 2011

Article I: Name

The name of this corporation shall be the TRIDENT CLUB, INC. (hereinafter “Corporation”). It was incorporated under the laws of the Commonwealth of Pennsylvania on February 24, 1964.

Article II: Purposes

The purposes of the TRIDENT CLUB, INC. shall be to promote the health and recreational interests of its members, and in pursuance thereof to construct, own and operate a swimming pool; to erect and maintain such other facilities as may be required for the purpose of fulfilling the health and recreational needs of its members; and for these purposes to have, possess and enjoy all the rights, benefits and privileges of the Act of Assembly, as amended, relating to nonprofit corporations. The Corporation is an association and does not contemplate pecuniary gain or profit incidental or otherwise to its members.

Article III: Membership. Voting

  1. Membership in the Corporation shall be evidenced by an annual receipt of current year’s dues. This receipt shall be non-assessable, nonnegotiable, nonprofit sharing and noninterest bearing, and shall not represent obligations of the Corporation. Active membership in the Corporation shall be acquired by the purchase of a Proprietary Membership at such price set by the Board of Directors, which price shall not be less than three hundred dollars ($300.00), and is a one-time fee paid in addition to the yearly dues. The annual receipt acknowledging current year’s dues shall also set forth the current redemption price of a Proprietary Membership. The holder of each Proprietary Membership certificate (hereinafter referred to as a “Active Member”) shall have one (1) vote only, regardless of how many individuals constitute the holder of that membership. Any dispute as to the vote of the holder will be resolved by the Board of Directors considering the first vote received on behalf of that Active Member. Active Members of record on the Corporation books on the fifteenth calendar day in advance of any regular or special meeting shall be entitled to vote at such meeting, provided that he or she or they is/are in good standing with the Corporation. Votes received from any Active Member not in good standing will not be counted in the vote. Voting may occur by proxy duly executed in writing within twenty days prior to any regular or special meeting, provided, however, that a proxy submitted for any meeting called to vote on a specific issue(s) stated in the notice of meeting shall clearly indicate how such proxy is to be voted with respect to each issue presented for vote. If a Active Member does not agree with the received proxy but, nevertheless, desires to vote outside the time of the scheduled meeting at which the vote is being held, the Active Member may, within twenty days prior to the meeting, submit to the Board of Directors a written vote which clearly indicates how the Active Member desires to cast his, her or their vote with respect to each issue.

  2. No Proprietary Membership may be sold or transferred except to the Corporation. The Corporation shall have the option to purchase a Proprietary Membership at a price not less than three hundred dollars ($300.00) but no more than the price at which the membership was purchased by the transferring Active Member and upon such other terms as the Board of Directors deems appropriate in its sole discretion and to purchase on the same terms such membership as may be recalled by the Board of Directors. Except for payment as herein provided, each membership shall become null and void upon the date that the holder thereof ceases to be a member for any cause. The time, repurchase price, and manner in which the holder shall be paid for his Proprietary Membership shall be determined by the Board of Directors, in its sole discretion; provided, however, that each Proprietary Membership shall be redeemed in the chronological order in which those memberships terminate and as soon as payment is received from an incoming Active Member.

    Members shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by members of their families to whom privileges of the Corporation shall have been extended, and for all charges and liabilities imposed upon or incurred by guests introduced by them. The Corporation shall be under no obligation to redeem any Proprietary Membership until such charges or liabilities shall have been paid.

  3. The Corporation through its Board of Directors may suspend or revoke a membership of any member who fails to comply with the rules, regulations and requirements duly enacted by the Corporation for the government of its members, or who has otherwise acted in an inappropriate or offensive manner, as determined by the Board of Directors in its sole discretion, as to give cause for revocation of membership. No membership shall be revoked except upon ten (l0) days prior written notice to the member concerned to attend a hearing before the Board of Directors. A member of any class suspended or expelled pursuant to a provision of the Constitution or Bylaws may appeal the decision of the Board of Director to vote of the Active Members to the membership provided fifty (50) Active Members endorse such appeal in writing within twenty days after such suspension or expulsion. Any appeal shall be heard by no less then three-quarters of the then Active Member at a special meeting held for the sole purpose of an appeal hearing and scheduled within thirty (30) days, but no less than fourteen (14) days, after the Board of Directors’ hearing decision. By no less than two-thirds of the attending Active Members, the Active Members may reverse, modify or remand the suspension or expulsion ruling of the Board of Directors. Failure of three-quarters of the Active Members to attend the special meeting shall cause the meeting to be rescheduled for a date fourteen (14) days after the date of the scheduled appeal hearing. Failure of three-quarters of the Active Member to attend the rescheduled hearing shall be conclusive evidence of the Active Members’ agreement with the suspension or expulsion decision of the Board of Directors. Any suspension or expulsion shall apply to all of the individuals constituting that membership. Upon the expulsion of an Active Member and provided the Active Member is current in the payment of all charges or liabilities due to the Corporation, the Board of Directors shall refund the Proprietary Membership amount paid by the Active Member at the time it purchased said membership within thirty (30) days after the appeal hearing has been completed or any time for appeal has passed and was not exercised. Any member whose membership has been revoked my reapply for membership not less than five years after the official date of the membership revocation and/or expulsion. Approval or denial of such reapplication, or any conditions placed on an approval, shall be in the sole discretion of the Board of Directors.

  4. The membership of the Corporation shall not exceed 260 voting members.

  5. In order to become a member of the organization, an applicant must (1) submit the necessary application forms and fees to the Membership Committee; and (2) be interviewed by a member of the Membership Committee who shall make his or her recommendations to the Board of Directors. The Board of Directors shall vote on the application within thirty (30) days from the date the application and all fees are submitted. A favorable vote by a minimum of six (6) members of the Board of Directors shall be required for approval of any applicant for membership in the Corporation.

  6. Upon the death of any member, said membership shall be transferable on the transfer book of the Corporation to the surviving spouse or adult child who shall form a part of the deceased member’s household, but such transferee if other than the surviving spouse shall not be entitled to the privilege of Proprietary Membership, including the right to vote, unless such transferee has been elected or approved for Proprietary Membership in the Corporation as heretofore provided.

  7. Persons other than those holding Proprietary Membership may become members, in such classes and upon such terms and conditions, and may be entitled to such privileges as the Bylaws shall provide.

Article IV: Board Of Directors. Officers

  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; act upon applications for membership; appoint employees, subordinate officers and committees; fill vacancies in office and in the Board; and generally conduct the Corporation business in accordance with the Bylaws and the laws of the Commonwealth of Pennsylvania.

  2. The Board of Directors shall consists of nine (9) members. The members of the Board of Directors shall be elected as follows: three (3) for a term of three (3) years; three (3) for a term of two (2) years; and three (3) for a term of one (1) year. Thereafter, when any of these terms expire, successors shall be elected for terms of three (3) years in all cases. The officers of the Corporation shall be elected by the Board of Directors from its own members and shall consist of the following: President, Vice President, Secretary, and Treasurer. Only active members as defined in the Bylaws shall be eligible for election to the Board of Directors. No director elected for a term of more than one year may be elected to two (2) successive terms.

  3. The President of the Corporation, at least fifteen (15) days before the annual membership meeting, shall appoint a nominating committee of three directors who will submit the director nominations to the members at the annual membership meeting. Nominations may also be made from the floor at the Annual Meeting.

  4. Vacancies in the Board of Directors, and/or Chairs of the Standing Committees, as set forth in the Bylaws, shall be filled and designated by a vote of majority of the remaining members of the Board and each person so elected shall serve until the next Annual Meeting, whereupon the members shall elect a successor to serve the unexpired term.

Article V: Funds

  1. The funds necessary for the conduct and management of the Corporation shall be raised by such membership fees and dues as shall be prescribed by the Board of Directors pursuant to the Bylaws; by fines and penalties imposed for violation of rules and regulations; by donations, gifts and voluntary contributions; by the proceeds from the sale of refreshments, amusements, and entertainment given or held by the Corporation’s members; and by the proceeds from the sale or lease of real and personal property owned by the Corporation.

Article VI: Meetings

  1. The Annual Meeting of the members of the Corporation shall be held on the first Wednesday on a later specified date in November of each year at 8:00 P.M. Notice of the date of the meeting shall be provided to the members not less than ten (10) days prior to the date of the meeting. 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 twenty (20) voting members in good standing. All business before the meeting must be decided by a majority vote of the Active Members present at such meeting or represented by proxy.

  2. Directors shall be elected at the Annual Meeting, except as otherwise stated herein or in the Bylaws.

  3. Notice of all membership meetings, regular or social, containing time, date, place and purpose of said meeting shall be sent to members of record pursuant to Article II, Section 1 hereof by first class mail not less than ten (10) days prior to such meeting. In lieu of notice sent by first class mail, members may choose to receive their notices via email. Members who wish to receive notices by email shall provide written notice of such request to the Secretary of the Board of Directors and shall be solely responsible for ensuring that a current email address remains on file with the Corporation.

  4. Regular meetings of the Board of Directors shall be held at least twice annually on the third-Tuesdays of October and April at 8:00 P.M. Notice of the meeting shall be provided to the members of the Board of Directors not less than thirty (30) days prior to the date of the regular meetings. Special meetings of the Board shall be held at the call of the President. All Board meetings shall be closed meetings.

Article VII: Amendments

  1. Amendments to the Constitution may be made in person or by proxy at any regular meeting of the Corporation or at any special meeting called for that purpose; provided, however, that at least ten (10) days written notice of such amendment shall have been given by mail to each member entitled to vote setting forth the Article to be amended and the proposed amendment, but said amendment shall not be effective unless it receives the affirmative vote of at least two-thirds of the voting members present at such meeting or represented by proxy.