THE BY-LAWS OF THE FOURTH STREET CLUB
Revised December 2017
ARTICLE I
MEMBERSHIP
SECTION 1. Any adult male of good character may be elected a member of this Club upon the terms and conditions provided in these by-laws.
SECTION 2. There shall be two classes of membership: Active and Old Guard.
SECTION 3. Any member of the Club who has been a member for twenty (20) consecutive years may be elected to Old Guard membership by the Board of Directors, subject, to the approval of the members of the Club by a two-thirds vote at an annual or special meeting of the membership.
SECTION 4. Active membership shall be confined to an aggregate, not exceeding 175.
ARTICLE II
OFFICERS AND DIRECTORS
SECTION 1. The Officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer. Each of the President and Vice President shall hold office for one year and may succeed themselves for an additional year. In the absence of unusual circumstances, the President shall have first served a term as Vice President. The Secretary and the Treasurer may succeed themselves in the same office.
SECTION 2. The President, Vice President, Secretary and Treasurer and the President for the preceding year, shall be members of the Board of Directors (hereinafter referred to as “Board”). There shall be six (6) additional Directors who shall hold office for two (2) years, three (3) of whom shall be elected each year, and none of whom may succeed himself as Director until a period of one year shall have elapsed, except as his election as an Officer would make him a member of the Board.
SECTION 3. A vacancy occurring in any office or in the Board shall be filled by the Board until the next annual meeting. The Board may elect additional officers when deemed advisable, with such powers and duties as are specified by the Board from time to time.
ARTICLE III
DUTIES OF OFFICERS
SECTION 1. The President shall be the chief executive officer of the Club and shall preside at the meetings of the Club and of the Board. He shall be ex-officio a member of all committees. He shall have the power to appoint, with the consent of a majority of the Board, the standing and special committees (other than the Admissions Committee). He shall perform such other duties as customarily appertain to the office of President of an incorporated social club.
SECTION 2. The Vice President shall exercise the powers of the President during his absence.
SECTION 3. The Secretary shall conduct the correspondence of the Club and shall send notices and keep records of all meetings of the Club and Board. He shall keep a complete roll of the members with their addresses.
SECTION 4. The Treasurer shall collect monies due the Club and pay debts contracted by the Club after the same have been approved by the proper committee. He shall keep regular and correct accounts. He may, however, delegate bookkeeping duties with the consent of the Board. He shall make reports at the regular meetings of the Board. He shall submit to the annual meeting of the Club a statement of his accounts for the preceding year and the condition of the finances of the Club.
ARTICLE IV
DIRECTORS AND COMMITTEES
SECTION 1. The Board shall have and may exercise all powers of the corporation not inconsistent with the Charter or the law.
SECTION 2. The Board shall hold stated quarterly meetings. It shall meet for the organization following the annual meeting of the Club or as soon thereafter as convenient. Special meetings may be called by the President. Six (6) members shall constitute a quorum at all meetings.
SECTION 3. The Board may make rules for the government of the Club and establish, from time to time, standing and special committees over such activities and with such powers as the Board may deem appropriate.
SECTION 4. The Board may, from time to time, limit further than the limitation contained in Section 4 of Article I, the membership of the Club and of any class of membership.
SECTION 5. The Board may prohibit the playing of any games it deems inappropriate or prejudicial to the interest of the Club.
SECTION 6. The Finance Committee shall have custody of the Endowment Fund of the Club and shall have charge of the investment and reinvestment of said fund. The Finance Committee shall consist of three (3) members, each of whom shall serve for a term of three (3) years. The terms of office of the members shall be staggered so that one new member shall be appointed each year.
ARTICLE V
LIMITATION OF LIABILITY
SECTION 1. Directors and Officers of the Club shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless the Director or Officer has breached or failed to perform the duties of his office under Section 8363 of the Pennsylvania Directors’ Liability Act, as from time to time amended, or any successor provision, and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. This provision shall not apply to the responsibility or liability of a Director or Officer for payment of taxes pursuant to local, State or Federal law.
SECTION 2. The Club may purchase and maintain insurance on behalf of persons who are Directors and Officers of the Club against any liability asserted against them and incurred by them in such capacity, or arising out of their status as such, whether or not the Club would have the power to indemnify them against such liability under provisions of this Article.
ARTICLE VI
ADMISSIONS COMMITTEE
SECTION 1. The Board shall act as Admissions Committee. Four (4) members shall constitute a quorum at all meetings of the Admissions Committee.
SECTION 2. Members wishing to propose a candidate for membership in the Club shall write to the Vice President, giving the candidate’s name, business and home address, the names of present members of the Club with whom he is acquainted and any other pertinent information.
All proposals for membership shall be made in duplicate, upon a prescribed form and shall be delivered to the Vice President accompanied by letters from the proposer and seconder and at least two (2) other members of the Club who are not members of the Board. The candidate must meet or be known to at least four (4) members of the Board.
SECTION 3. Upon election of a candidate the Secretary shall notify the Treasurer and the new member of his election. The new member, within sixty (60) days after his initial statement has been mailed by the Club, shall pay to the Treasurer his full dues; otherwise his election shall be void.
SECTION 4. The Admissions Committee may adopt its own rules of procedure provided they are not in conflict with the Charter or bylaws of the Club. The Committee needs not state its reasons for any action it may take on proposals for membership, and shall not divulge information as to its discussions or decisions except by notice of election or rejection of candidates to the proposer and seconder (and, in cases of election, to the Treasurer).
ARTICLE VII
MEETINGS AND ELECTIONS
SECTION 1. There shall be an annual meeting of the Club for the election of the President, Vice President, Secretary and Treasurer, three (3) Directors to serve for two (2) years and Directors to fill any existing vacancies; and for such other business as may properly come before the meeting.
The meeting shall be at such time and at such place as the Board may, from time to time, designate.
SECTION 2. Special meetings of the Club may be called at any time by the Board or by the President, or by written request to the Secretary signed by not fewer than fifteen (15) members and stating the purpose of the requested meeting.
SECTION 3. Notices of all meetings shall be sent by the Secretary to each member at his last known address at least ten (10) days in advance of the meeting. Each notice shall state the time and place of the meeting and, in the case of special meetings, shall specify the subject to be considered. No business other than that mentioned in the notice may be transacted at a special meeting.
SECTION 4. Fifteen (15) members shall constitute a quorum at all meetings of the Club.
SECTION 5. The order of business at annual meetings of the Club shall be:
Reading of Minutes
Report of Treasurer
Reports of Officers and Committees
Unfinished Business
New Business
Elections
SECTION 6. No vote by proxy shall be allowed, unless determined in advance by the Board with respect to a specific action; such determination to be included in the notice of the meeting.
SECTION 7. At least forty-five (45) days prior to the Annual Meeting of the Club, the President, with consent of the Board, shall appoint a Nominating Committee of six (6) members, three (3) of whom shall be Directors remaining in office for the succeeding year, and three (3) selected from members not on the Board, of which latter the President for the year preceding this appointment shall be one, and who shall be the Chairman of the Committee. The Secretary shall post the names of the Committee on the Club bulletin board (and/or communicate such names to the members by Internet or other means of electronic transmission) promptly after their appointment.
It shall be the duty of the Nominating Committee to nominate a candidate for each office, for each directorship, and for each place upon the Admissions Committee, which is to be filled at the next annual meeting. Such candidates shall have been members of the Club for at least three (3) years. The nominations made by such Committee shall be addressed to the Secretary not later than the fifth day preceding the Annual Meeting.
Other nominations may be made in like manner by any ten (10) members, at any time prior to the Annual Meeting; and if so made, they shall be immediately posted by the Secretary as above provided.
A man not placed in nomination by one of the two methods specified above may not be elected at the meeting, unless a man nominated by the Nominating Committee shall be unwilling or unable to serve, in which case nominations may be made from the floor at the meeting and candidates so nominated may be elected.
ARTICLE VIII
DUES
SECTION 1. The annual dues for Active members shall be such amount as the Board may, from time to time, determine.
SECTION 2. Old Guard members shall be considered honorary members, and they shall not be liable for any dues.
SECTION 3. Any member who shall fail to pay any indebtedness to the Club within sixty (60) days of the original billing shall be subject to posting as delinquent by action of the Board. Prior to posting the delinquent member shall be notified in writing by the Treasurer of the amount of his indebtedness, and that unless such indebtedness is paid within two weeks, the member will be posted. If such member shall fail to settle his account with such two-week period, his name and the amount of his indebtedness shall be posted on the Club bulletin board (and/or communicated by Internet or other means of electronic transmission). If the account is not settled in full within two (2) weeks after such posting, the member may be suspended or expelled as provided in Article VIII, and the Secretary shall so notify such member.
This section shall apply to all indebtedness to the Club, including initiation fees, dues and other charges.
SECTION 4. Notwithstanding the provisions of the foregoing sections of this Article, the Board shall have authority, at its discretion, when in its judgment a national emergency exists, to suspend the dues of members who have become members of the armed forces of the U.S.A. during such time as they are in active service and the emergency exists.
ARTICLE IX
TERMINATION OF MEMBERSHIP
SECTION 1. A member desiring to withdraw from the Club may send a written resignation to the Secretary and unless it is received before the first day of January, he shall be liable for his annual dues for the succeeding year.
SECTION 2. The Board may suspend or expel a member of the Club for failure to pay a bill to the Club after being posted for two (2) weeks for non-payment.
SECTION 3. The board may suspend or expel a member for willful violation of the by-laws or for conduct endangering the interest, welfare, or character of the Club, but only at a meeting duly called for that purpose, after ten (10) days notice shall have been given to the member concerned, of the time, place and object of the meeting, and upon written charges, of which a copy shall have been given to him personally or by mail, at least ten (10) days prior to the meeting. A resolution to suspend or expel a member under this section shall require a three-fourths vote of the entire Board.
SECTION 4. The termination of membership in the Club for any cause whatsoever shall operate as a termination of all interest in the property or assets of the Club.
ARTICLE X
AMENDMENTS
These by-laws may be amended at any regular or special meeting of the Club by a majority of those present, provided in each case that notice of the purpose of the amendment shall have been submitted in writing at a previous stated meeting of the Board and shall have been posted on the bulletin board (and/or communicated by Internet or other means of electronic transmission) for at least two (2) weeks before the submission of the amendment to the meeting of the Club.