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Bylaws    Printer-Friendly version

BYLAWS
ACCEPTED BY MEMBERSHIP,    JANUARY 17, 1983
VALLEY FORGE MOUNTAIN ASSOCIATION. INC.
(A Pennsylvania Non-Profit Corporation)

ARTICLE I - NAME
This corporation (hereinafter referred to as the "Association") shall be known as the "Valley Forge Mountain Association. Inc."

ARTICLE II - PURPOSE
The purpose of the Association shall be to foster and promote the improvement of the Valley Forge Mountain community and to encourage and maintain an active and continuing interest and participation in the civic, governmental, educational, cultural and social affairs of Schuylkill and Tredyffrin townships, Chester County, Pennsylvania to the mutual advantage of the members of the Association. It shall also be the purpose of the Association to promote friendship and cooperation among the residents of the Valley Forge Mountain community and to provide a happy and healthful atmosphere for the members and their families.

ARTICLE III - MEMBERSHIP
Section 1. Definition. As used in these by-laws. the word "member" shall mean either one adult or a husband and wife who have been duly registered on the books of the Association.

Section 2. Members. Everyone permanently residing within the designated lots of the Binns Tract, as filed in West Chester. Chester County, Pennsylvania on member 24. 1957. drawing L 2053R. Book 7. page 9 for Schuylkill Township and on November 23. 1959. drawing L 2354-23S, book 13. page 31 for Tredyffrin Township, as indicated on the map attached to and hereby made a part of these by-laws shall be members.

Section 3. Classes of Membership.

(a) Active Members. Upon payment of current dues, any person who is qualified for membership under Article III. Section 2 shall become an active member of the Association. All active members of the Association shall have the right to vote and to participate in all business and social affairs of the Association.

(b) Associate Members. Any person may submit a petition for associate membership to the board of directors of the Association. If the board of directors finds that the petitioner shares a sufficient common interest with the members of the Association. The board shall grant the petition and upon payment of the current dues, the petitioner shall become an associate member with full rights to vote and participate in all business and social affairs of the Association except those expressly excepted in these by- laws.

(c) Inactive Members. Any person who shall have qualified as a member under Article III. Section 2 of these by- laws and who shall not have paid current dues shall be an inactive member and shall not have the right to vote.

(d) Honorary Members. Honorary membership may be conferred upon individuals whose service to the Valley Forge Mountain community is deemed outstanding and who are not permanent residents of Valley Forge Mountain as defined in Article III. Section 2. Honorary members shall be elected by the members of the Association, and shall enjoy all the privileges of membership in the Association except that they shall not have the right to vote and shall not be obligated to pay dues.

Section 4. Dues. Dues shall be established annually by the board of directors and shall be approved by the membership at the Annual Meeting. Dues shall be able on a date to be determined annually by the board of directors. Dues of associate members shall not exceed the dues of full members.

Section 5. Voting. Except as otherwise provided herein or by by- laws, every active member in good standing shall have the right at every membership meeting to one vote, either in person or by proxy. Voting for directors shall be on a cumulative basis.

Section 6. Meetings.

(a) Regular Meetings. An annual meeting of the Association shall be held in January of each year: on a date to be selected by the board of directors. In addition, four (4) membership meetings of the Association shall be held between September and May of each year.

(b) Special Meetings. Special meetings of the members may be called at any time by the president or a majority of the board of directors, or upon the written request of at least twentyfive(25) members entitled to vote thereat.

(c) Place. Meetings of the members shall be held at such place as may be fixed by the board of directors.

(d) Notice. Written notice of the date, time and place of all meetings of members and of the purpose of each meeting of members shall be given by the secretary to each member entitled to vote thereat at least five (5) days before the date of the meeting. unless a greater period of notice is required by law

(e) Quorum. A quorum at any meeting of members shall consist of at least twenty- five (25) active or associate members entitled to vote thereat. A duly called meeting shall not be organized for the transaction of business unless a quorum is present. The members entitled to vote present at a duly organized meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized due to the absence of a quorum, those present may adjourn the meeting to such time and place as they may determine; hut in the case of any adjourned meeting, those present, although less than a quorum, shall nevertheless constitute a quorum for the purpose of the transaction of all business at that adjourned meeting. Notice of the reconvened meeting shall be given to all members except when the urgency of the business to be discussed does not allow this to be feasible. Notwithstanding the foregoing, in the case of matters affecting lot B (see attached map), a quorum shall consist of twenty- five (25) active members.

ARTICLE IV - DIRECTORS
Section 1. Eligibility. Only active or associate members shall be eligible to be elected or to serve as directors.

Section 2 Term of Office. There shall be nine (9) directors, who shall constitute the entire board, not more than three of which shall be associate members and directors who are associate members may discuss but shall not be entitled to vote as directors on matters pertaining to lot B(see attached map – sun bowl). except as to routine matters concerning maintenance and upkeep. Each director elected at an annual meeting of the members shall hold office until the third annual meeting following his election unless properly remove or disqualified, and until such further time as his successor is elected and has qualified. except that the terms of office of the Initial board of directors or their duly appointed successors shall expire at the annual meetings the following years:
   Three (3) directors until January 1984
   Three (3) directors until January 1985
   Three (3) directors until January 1986
No director shall serve no more than (2) consecutive three-year terms.

Section 3, Powers. The business of the Association shall be managed by the board of directors, which shall have all powers conferred by law and these by- laws. The board of director shall elect, remove or suspend officers, determine their duties and require security in such amounts, as it may deem proper. The board of directors shall also provide for an annual audit of the Association's books and records and shall promulgate Rules and Regulations governing the use of the Association’s facilities.

Section 4, Nominations. The president shall .Appoint annually a Nominating ( committee, consisting of a minimum of three (3) members (including at least one member of the board of directors to nominate a slate of directors for election at tic annual meeting of the Association. Only one nomination shall be made by the nominating Committee for each director to be elected and only active members may be nominated. The names of those nominated by the Nominating committee shall be set to each member at least three (3) weeks prior to the annual meeting of the Association. Additional nominations may be made by made by any member only if made in writing, signed by at least five (5) members and submitted to the secretary at least five (5) days prior to the annual meeting of the association.

Section 5. Meetings

(a) Regular Meetings. Regular meeting of the board of directors shall be held within a reasonable time prior to the mailing of the notice of each meeting of the members and at such other times as the board of directors shall from time to time designate. Notice of the date, time and place of regular meetings shall be given to each director at least five (5) days prior to the meeting.

(b) Special Meetings. Special meetings of the board of directors may be called at any time by the president or in his absence the vice-president and shall be called by him upon the written request of at least three (3) of the directors. Written notice of the date, time, and place and the general nature of the business to be transacted at each special meeting shall be given to each director at least five (5) days before such meeting

(c) Place. Meetings of the board of directors shall be held at such place as the board may appoint or as may be designated in the notice calling the meeting.

(d) Attendance. All meetings of the board of directors shall be open to any member of the Association.
Section 6 Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting and the action of. a majority of the directors present at any meeting at which a quorum is present shall be the action of the board of directors. In the case of other than routine matters in the case of lot B (see attached map – sun bowl). four (4) directors who are active members shall constitute a quorum.

Section 7. Vacancies. Vacancies in the board of directors, including any vacancy occurring from the removal or disqualification of a director. shall be filled by vote of a majority of the remaining members of the board then in office though less than a quorum. Each person so elected hall be a director until a successor is duly elected by the member at the expiration of the term of office of the departing director.

Section 8. Removal. Any or all of the director may be removed from office without cause by vote of a majority at any duly organized meeting of the members providing the consideration of such action had been described a one of the purposes of the meeting in the written notice of the meeting sent to each member entitled to vote thereat. Any director shall be removed from office by the other directors if by order of Court he has been found to be of unsound mind or is< convicted of a felony or if within sixty (60) days after notice of election he does not accept such office either in writing or by attending a meeting of the board of directors.

Section 9. Annual Budget, the treasurer annually shall prepare and submit a budget to the board of directors. The president annually shall appoint a committee consisting of the treasurer and at least three (3) active members to assist the treasurer in preparing the budget. Upon approval of the budget, the board of directors shall submit the budget for approval to the members at a meeting of the Association. When the budget has been approved by the members of the Association the board of directors may allocate and obligate monies within the provisions of the budget. Approval the members must be obtained before the board of directors may allocate or obligate any funds not provided for in the budget. Unless exceptional emergency conditions make the obtaining of such approval impractical.

Section 10, Annual Audit. The president annually shall appoint a committee consisting of (3) active members, only one of whom shall be a director to conduct an audit of the financial accounts and record of the Association. This audit hall be presented at the annual meeting of the Association.

Section 11. Insurance. The board of directors shall acquire and maintain for the Association adequate, appropriate insurance and shall report on insurance at each annual meeting of the Association.

ARTICLE V - OFFICERS

Section 1. Election. At it first meeting after each annual meeting of the members the board of directors shall elect from it member a president vice-president. a treasurer. and a secretary. It also may elect such other officers who need not be directors as it deems advisable. Any two (2) or more officers may be held by the same person except the offices of president, vice president, secretary and treasurer.

Section 2. President. The president shall be the chief executive officer of the Associa tion, Except as the board of directors may otherwise prescribe by resolution, the president shall have general supervision over the business and operations of the Association may perform any act and execute any instrument for the conduct of such business and operation. and hall have all power and duties usually vested in that office, The president shall preside at all meetings the board and of the members.

Section 3. Other Officers. The duties of the other officers shall be those usually related to their office except as otherwise prescribed by resolution of the board of directors.

Section 4. General. In the absence of the president, the vice-president or any other officer designated by the board shall exercise the powers and perform the duties of the president. The president or any officer or employee authorized by him may subject to ratification by the board of directors may appoint, remove upend agents or employees of the Association and may determine their duties and compensation.

ARTICLE VI - INDEMNIFICATION
Any person involved in any actual or threatened action, suit or proceeding, civil or criminal, by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Association or of any corporation which he served as such at the request of the Association, shall be indemnified by the Association against the expenses; including attorney's fees, judgments, fines or amounts paid in settlement, actually and reasonably incurred or paid by him connection with the defense or settlement of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. In the case of a criminal action, suit or proceedings, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent or after trial)shall not be deemed an adjudication that such director, officer or employee is liable for negligence or misconduct in the performance of his duties if in the opinion of a majority of disinterested directors (or if outside counsel other than regular counsel for the Association if there are no such disinterested directors), such director, officer or employee was acting in good faith in what he considered to be the best interests of the Association and with no reasonable cause to believe that the action was illegal.

ARTICLE VII - COMMITTEES

Section I. Standing Committees. The president, subject to ratification by the directors, annually shall appoint an active member of the Association to serve as chairman of each standing committee. The newly appointed chairman of each standing committee shall appoint as many other active members of the Association as members of such committee as he considers proper. The standing committees and their duties shall be as follows:

PLANNING: Prepare annual and long term plans for the future of the Association. so as to assure that its objectives are met and that a positive constructive and dynamic program is available to other committees and the membership. Review and recommend changes to the constitution and by-laws.

PROPERTY & CIVIC IMPROVEMENT: Plan for and carry out approved plans for the orderly development of the facilities and appearance of the SUN BOWL, in accordance with the long range program prepared by the Planning Committee, and with the approval of the membership as expressed in regular and special meetings. Make Valley Forge Mountain a more beautiful and rewarding place to live through the dissemination of suggestions and information of gardening tips, forest-fire prevention, conservation of natural resources, and other ways of improving the area aesthetically.

MEMBERSHIP: Assure that all residents of Valley Forge Mountain are apprised of the objectives. Benefits and obligations of membership in the Association.

HOSPITALITY: Through the means of husband and wife teams, visit and welcome all new residents of Valley Forge Mountain. Prepare. publish and maintain a list of all residents of the Mountain, Bring together the Women of the Association and their new friends and neighbors of the Mountain by means of a Fall Coffee Reception. Serve refreshments at all regular and special meetings. Maintain a close working relationship with the Membership Committee.

ENTERTAINMENT: Plan and supervise all entertainment sponsored by the Association except that provided at regular meetings, to include a least one summer and one fall/winter program. Plan and supervise the annual Christmas Eve visit of Santa Claus to ALL Valley forge Mountain homes with gifts (if available) and greetings for all children.

CIVIC LIAISON: Represent the membership in dealing with State, Federal, and local governments as directed by the Association. Inform the membership of any Governmental actions affecting the area.

NOMINATING: As provided in Article IV. Section 4.
Section 2. Other Committees. The president may from time to time appoint subject to ratification by the board of directors such other committees as he deems desirable and shall determine the chairman and duties of each.

ARTICLE VII - Amendments

Section 1 Approval by Board. Amendment to these by- laws or to any portion there of can be made at any duly organized annual meeting or special meeting of the membership by the affirmative vote of 2/3 of the members present and voting at such a meeting, provided that the proposed amendment shall have been previously approved by the board of directors and that notice of the time and place of the meeting and the provisions of the proposed amendment is sent to each member at least ten ( 10 ) days before the meeting at which such amendment is to be presented.

Section 2 Direct Amendments by Members. The members may compel a vote by the membership on an amendment to the by- laws, without prior approval by the board of directors, by submitting to the secretary of the association a petition signed by at least twenty five ( 25 ) of the members. The board of directors shall be required in thirty ( 30 ) days after the petition is received by the secretary to set a time and place for a meeting of the members to consider the proposed amendment. Written notice of the time and place of the meeting and the provisions of the proposed amendment must be sent to each member at least ten ( 10 ) days before the meeting at which such amendment is to be presented. Such amendment is adopted if approved by 2/3 vote of the members present and voting at a duly organized meeting.