Section 1. The stated meetings of the Corporation shall be held as provided for in the Constitution of the Corporation.
Section 2. The election of officers and directors of the Corporation shall be held as provided for in the Constitution and Bylaws. The officers and directors so elected shall assume their duties the same day under the heading of new business.
Section 3. All officers and directors, upon the expiration of their term of office or removal therefrom, shall deliver to their successors all books or other property that they have in their hands belonging to the Corporation.
Section 4. The officers of the Corporation shall attend faithfully to their duties, and for neglecting to do so they may be removed by a vote of two-thirds of the Directors present at a regular stated meeting of the Board of Directors.
Section 5. The Club shall be managed by the Board of Directors, all of whom should be adult Active members as defined in Article IV of these Bylaws.
Section 6. The fiscal year for Trident Club, Inc. shall cover the period from October 1 to September 30.
Article II: Board Of Directors
Section 1. The Board of Directors, in addition to their duties set forth in the constitution, shall transact all Club business and have the power to formulate such rules and regulations as they deem necessary for the proper government and welfare of the Corporation. Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business, and the business so transacted shall be equally binding upon the Corporation.
Section 2. The Board of Directors shall cause the books of the Corporation to be reviewed annually by a reviewer selected by the Directors and the report of the reviewer shall be available to the members at all times and reported at the annual meeting.
Section 3. 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. The Board of Directors shall require that at least two (2) officers sign all checks, drafts, certificates of membership, and other instruments for the payment of money drawn in the name of the corporation except that one (1) officer’s signature is required for payment of a regular Trident business expense at or below the then current value of the Proprietary Membership Certificate or checks prepared by a Payroll Service Company for Trident employees.
Section 4. Any member of the Board of Directors who shall cease to hold an active membership in the Corporation automatically shall cease to be a member of the Board of Directors.
Section 5. The Board of Directors shall have the power to sell, convey, release, surrender or otherwise dispose of property belonging to the Club on such terms and conditions as they deem proper, except that the Directors shall not have the power to sell or convey the real property of the Club without the consent of two-thirds (2/3) of the members entitled to vote given at a meeting of the members duly called and held for such purpose.
Section 6. The Board of Directors shall meet at least two (2) times annually and at such other times and intervals as they may deem necessary.
Section 7. These Bylaws shall be construed so as to empower the Board of Directors to authorize and issue, without the consent of the membership, obligations of the Corporation, secured or unsecured, under such terms and conditions as the Board in its sole discretion may determine, and to pledge or mortgage, as security therefore, any real or personal property of the corporation, including after acquired property, for the purpose of borrowing original capital not in excess of $50,000.00 and subsequent capital not in excess of $ 10,000.00.
Section 8. Any member of the Board of Directors may be removed from office by a petition in writing signed by sixty seven percent (67%) Active members.
Section 9. The Board of Directors shall have the power to levy special assessments not to exceed a total of seventy five dollars ($75.00) per member in any fiscal year whenever the Board determines that such additional funds are necessary for the good and welfare of the Club. Examples of special assessment needs shall be equipment updates and pool, grounds or building maintenance, or similar. Such special assessments shall increase the value of each member’s Proprietary Certificate by the amount of the assessment.
Article III: Officers
Section 1. The President shall preside at all meetings of the membership and Board of Directors. They shall be the administrative officer of the Club and shall enforce and interpret the Bylaws, promptly decide all points of order, and shall have the deciding vote in case of a tie. They shall appoint all committees, designate the chairperson thereof and be an ex-officio member of all committees.
Section 2. The Vice President shall perform all the duties of and shall have the same powers as the President, in the event of absence, death or resignation of the President. They shall be ex-officio member of all committees. They shall, under the direction of the President, attend to the business and financial responsibilities and monitor the activities of all the standing committees as set forth in Article VII.
Section 3. The Secretary shall:
in the absence or disability of the President and Vice-President, act for the President;
keep accurate minutes of the proceedings of all meetings of the general membership and of the Board of Directors;
notify committee chairpersons of the formation of committees, their purposes and their members:
preserve and take charge of all books, records, related documents and papers and other property of the Corporation, excepting the books of the Treasurer;
process all correspondence;
hold the books and records of the Corporation in his/her charge open for the inspection of the Board of Directors at any time and for inspection of such certificate holders as shall request the same at all reasonable times and upon reasonable notice.
Section 4. The Treasurer shall:
receive all dues, assessments, fines and any other income of the Corporation and deposit the same to the credit of the Corporation in such depository as may be designated by the Board of Directors:
pay all bills as approved by the Board of Directors and issue drafts therefore bearing his/her name and countersigned by the President or Vice President or such other person or persons as the Board of Directors may from time to time designate by resolution;
keep regular and accurate records of all moneys received and paid out and compose an accurate Treasurer’s accounting for presentation at each regular meeting of the Board of Directors and certificate holders:
prepare a final accounting for audit at the expiration of his/her term and any other times specified by the Board of Directors;
hold the books and records of the Corporation in his/her charge open for the inspection of such certificate holders as shall request the same at all reasonable times and upon reasonable notice.
Article IV: Members
Members in the Corporation shall consist of family units within which there shall be the following classes of members:
Active
Junior
Associate
Special
Senior
Inactive
Section 1. Active member – 1-2 adults (who shall own a proprietary membership) plus unmarried dependent children under 25 years old, that are all residing in the same household. The term “member” when used in these Bylaws shall refer to this classification unless otherwise specified.
Section 2. Associate member – dependent over 25 years of age in the household of an Active member.
Section 3. Special member – Any other person so classified by the Board of Directors.
Section 4. Senior member – This category will be an option for an existing member/couple who are both at least age 55 and have no children or dependents. Their bond will be refunded when this membership goes into effect and the dues will be 60% of the active members’ rate for each year. They will retain all pool and tennis privileges but will not be counted among the voting members of Trident, Inc. Such a membership will be renewable yearly but once relinquished, cannot be reinstated or converted. SENIOR MEMBERSHIPS will be offered and granted by the Board of Directors by seniority, based on time of membership in Trident. The total number of senior memberships will be limited to twelve percent of the active membership. Further considerations for future offerings would be evaluated and depend on the continued existence of an adequate waiting list from which to fill active vacancies.
Section 5. Inactive members – Members, regardless of membership class who would like to retain membership in the club, but have chosen to temporarily pause active use of the club. Inactive members shall pay dues sufficient to cover the fixed costs of the club such as taxes and insurance. The exact due amount shall be determined by the Board of Directors, based on current costs. Inactive memberships will not be counted as voting members of the club. Members who choose Inactive status for up to 3 year consecutive years may lose full membership status if the club is at full membership (Section 11). At that time, the member will be informed in writing and their bond reimbursement will be placed on the waiting list.
Section 6. The right to hold office, participate in the conduct of the business of the Corporation, participate in voting to dissolve the Corporation or share in the proceeds of the Corporation’s assets upon dissolution shall be limited to Active members of the Corporation.
Section 7. Junior, Associate, Special, and Senior members shall not be entitled to hold office, to participate in the conduct of the Corporation’s business, to vote to dissolve the Corporation, share in the proceeds of the Corporation’s assets upon dissolution, or to receive any notices required to be given by the non-profit corporation laws of the Commonwealth of Pennsylvania to members of a non-profit corporation relative to any matter including, but not limited to, buying or selling real estate, borrowing money, giving a mortgage as security for the payment of a loan, amending the charter or to dissolve the Corporation.
Section 8. Any member may withdraw himself from membership at any time, subject to the provision of the Constitution and these Bylaws, but he shall not receive a refund of the current year’s dues, unless authorized by the Board of Directors.
Section 9. Any member of any class may, for cause and after having been given an opportunity for a hearing, be suspended for a period of not exceeding three months by a two-thirds (2/3) vote of the members of the Board of Directors present at any meeting thereof, or expelled by a two-thirds (2/3) vote of the entire membership of the Board. Cause for suspension, or expulsion shall, in general, consist of violation of these Bylaws or of the rules of the Club, or inappropriate or offensive behavior, as the Board or its designated committee determines in its sole discretion. The Board of Directors may delegate to committee chairpersons or to responsible employees of the Club the power to suspend Club privileges for the violation of Club rules and regulations provided such suspension does not exceed seven (7) days. A written report of such suspension, containing reasons therefore, shall be submitted to the president within twenty-four (24) hours after the suspension.
Section 10. All classes of members of the Club shall be accorded the facilities of the Club subject to the rules and regulations which shall be posted at all times in the Club. The Board of Directors, at its discretion, may extend temporary privileges of the Club to any person or persons, and shall, by rule, fix the terms and conditions upon which guests of members may use the facilities of the Club. Any property of the Club broken or damaged by a member of any class, or his/her guest, shall be promptly paid for by such member. No person shall take any article belonging to the Club. The Club assumes no responsibility, and members (of any class)or their guests can have no claim against the Club, for the property of members of any class, or any guest, which may be brought into or left in the Club buildings, or on the grounds. The Club assumes no responsibility, and members (of any class) or their guests can have no claim against the Club, for any accident or injury to any person or their property.
Section 11. The number of memberships of the Club shall be established at the discretion of the Board of Directors, but this number is not to exceed a limit of 260.
Section 12. The Board of Directors, at its discretion, may re-elect a member who has resigned (subject to the membership limitations as set forth in Article IV, Section 10) without payment of an initiation fee provided such ex-member was in good standing at time of resignation.
Section 13. Upon death of a member, the surviving husband or wife shall become the owner of the membership in place of the deceased.
Section 14. In the event of a divorce, one of the parties involved shall continue as the member and the remaining spouse, if he or she desires, shall be placed at the head of the waiting list.
Section 15. If a resignation of a member from Trident is generated by a company transfer to an area outside of the Lehigh Valley, and further, if said member’s residence makes active membership impossible, a letter staling these facts which accompanies the resignation shall permit the resigned member to be placed at the head of the waiting list upon return to the Lehigh Valley.
Article V: Dues And Fees
Section 1. The dues for the ensuing year shall be fixed by the Board of Directors and shall be announced subsequent to the Board of Directors meeting held in January. Dues shall be sufficient to provide for the ensuing fiscal year’s budgeted expenses of the Corporation including any Long Range Maintenance Reserve deemed appropriate by the Board of Directors. The statement for dues shall be mailed on or about February 1. No dues or any part thereof shall be refunded in the event it is necessary for the pool or other recreational operation to be suspended for any period.
Section 2. All candidates for membership in the Corporation after the cessation of the Founders Drive shall be required to pay an initiation fee to be established by the Board.
Section 3. All persons accepted into Active membership, as a condition of membership, shall be required to purchase a proprietary membership at a cost to be determined by the Board of Directors but which cost shall not be less than three hundred dollars ($300.00).
Section 4. If any member fails to pay dues or other indebtedness to the Corporation by the 10th day of the month following that in which a statement of said indebtedness has been sent to him by the Treasurer, said member may be notified that if said indebtedness is not paid in full within fifteen (15) days, said member may be suspended by the Board of Directors. Any member who becomes the subject of a suspension by the Board of Directors shall be immediately notified of said action in writing by the Secretary. If a member shall fail to pay the indebtedness in full within fifteen (15) days of the mailing of said notice of suspension, said member shall automatically lose his/her status as a member and his/her membership shall be canceled. The Board of Directors, however, may, upon request and payment of all indebtedness to the Corporation, reinstate said member in their own discretion and upon passage of an appropriate resolution.
Section 5. Upon cessation of a membership for any cause, the Proprietary Membership shall be taken over by the Corporation. If there is indebtedness owing to the Corporation by the outgoing member, it shall be a lien upon and charged against his/her Membership.
Section 6. Subject to approval by the Board of Directors, a member may elect, prior to March 1 in any year, to suspend his/her use of the Club privileges during the ensuing season by giving written notice of such election the reason for such election to the Board. If the suspension is approved he shall not be required to pay more than 50% of the annual dues; provided that in one season not more than five members, selected in the order in which written notices are received, shall be entitled to suspend their use of privileges during such season.
Article VI: Dissolution
In the event of the dissolution of the Corporation, regardless of cause or the manner in which such a dissolution is carried out, any surplus on hand after the payment of the just debts of the Corporation and the costs incurred by reason of the dissolution shall be paid to and distributed pro rata among the then holders of the Proprietary Certificates of the Corporation according to their interests.
Article VII: Committees
Section 1. The standing committees shall be Pool Operations, Clubhouse Operations, Maintenance, Membership, Tennis and Long Range Planning. The powers and duties of these committees shall be subject to the jurisdiction and control of the Board of Directors, the President, and the Vice President.
Article VIII: Indemnification
Section 1. The Corporation shall indemnify any person who was or is a party or is a party or it threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person was a representative of the corporation, or is serving at the request of the corporation as a representative of another corporation partnership, joint venture, trust or other enterprise, against expenses(including attorney’s fees), judgment, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that he person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was lawful.
Section 2. The corporation shall indemnify any person who or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees), actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall be been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the corporation unless and only in the extent that the Court of Common Pleas of the County in which the registered office of the corporation is located or the Court in which suit action or suit was brought shall determine upon its application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses for which the Court of Common Pleas of such other Court shall deem proper.
Section 3. To the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referenced to herein, or in defense of any claim, issue or matter herein, such person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith.
Section 4. Unless ordered by a court, an indemnification referred to herein shall be made by the corporation only as authorized in the specific case upon the determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth herein. Such determination shall be made: (1) By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding: (2) If such a quorum is not attainable, by independent legal counsel in written opinion.
Section 5. Expenses incurred in defending a similar criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such legal action, suit or proceeding as authorized by the Board of Directors or other body in a specific case upon receipt of an undertaking by or on behalf of the representative to pay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized by this article.
Section 6. The indemnification provided in this Article shall not be deemed exclusive of any rights to which a person seeking indemnification may be entitled under any agreement, vote of member or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a representative and shall inure to the benefit of the heirs and personal representatives of such a person. This Article shall not affect the liability of a representative with respect to the administration of assets held by the corporation pursuant to those provisions of the Nonprofit Corporation Law relating to the authority to take and hold trust property.
Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the Article.
Article IX: Amendments
Amendments to these Bylaws 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 (2/3) of the voting members present at such meeting or represented by proxy.
