BY-LAWS ACCEPTED BY MEMBERSHIP
JANUARY 17, 1983
Revised as of January, 31, 2024
VALLEY FORGE MOUNTAIN ASSOCIATION, INC.
(A Pennsylvania Non-Profit Corporation)
ARTICLE I - NAME
This corporation shall be known as the "Valley Forge Mountain Association. Inc." (herein after referred to as the “Corporation” or the "Association").
ARTICLE II - PURPOSE
The purposes for which the Corporation is organized are to promote social welfare within the meaning of section 501(c)(4) of the Internal Revenue Code including, but not limited to:
(i) providing for the social welfare of the residents of Valley Forge Mountain (as defined in Article III, Section 1 below) and residents of the surrounding geographic area ; (ii) ownership and maintenance of common land owned by the Association (known as the “Sunbowl” as defined in Article III, Section 5 below) for the benefit of the residents of the Valley Forge Mountain and residents of the surrounding geographic area ; and (iii) the ownership and leasing of common land owned by the Association to the Valley Forge Mountain Swim Club, Inc. to operate a swim club and pool for the benefit of the general public.
The Corporation is not organized for profit, and no part of the earnings of this Corporation shall inure to the benefit of any member of the Board of Directors or any other individual except that this Corporation may make payments of reasonable compensation for services rendered. The Corporation shall not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office. The Corporation shall never be operated for the purpose of carrying on a trade or business for profit.
ARTICLE III - MEMBERSHIP
Section 1. Everyone permanently residing within Valley Forge Mountain, i.e., 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 (“Binns Tract”) shall be automatically eligible for membership in the Association.
Section 2. Any person not permanently residing within Valley Forge Mountain (as defined in Article III, Section 1 above) may submit a petition for 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 of Directors shall grant the petition and upon payment of the current dues, the petitioner shall become an active 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.
Section 3. Active Members. Upon payment of current dues, any person who is qualified for membership under Article III Section 1 or Article III Section 2 shall become an active member of the Association (“Active Member”). Active Members of the Association shall have the right to vote pursuant to Article III, Section 5 below and to participate in all business and social affairs of the Association, except those expressly excepted in these by-laws.
Section 4. Dues. Dues shall be established annually by the Board of Directors and shall be approved by the membership at the Annual Meeting (as defined in Article III, Section 6(a) below). Dues shall be collected on a date to be determined annually by the Board of Directors.
Section 5. Voting. Voting privileges at every Membership Meeting (as defined in Article III, Section 6 below) shall be exercised by one vote per household of Active Member(s) in good standing with the Association, either in person or by proxy. In cases of other than routine matters affecting lot B on the attached map (which is incorporated herein by reference and hereinafter referred to as the “Sunbowl”), only Active Members whose membership is set forth and defined in Article III, Section 1, above, may vote. Voting for Directors shall be on a cumulative basis. "Other than routine matters" is defined to be anything that jeopardizes the 501(c)4 status of the Association and/or is detrimental to the Purpose outlined in Article II.
(a) Electronic Participation. The Board of Directors may permit, by resolution with respect to a particular meeting, or the presiding officer of such meeting may permit, one or more persons to participate in that meeting, count for the purposes of determining a quorum and exercise all rights and privileges to which such person might be entitled were such person personally in attendance, including the right to vote, by means of conference telephone or other electronic means, including, without limitation, the Internet. Unless the Board of Directors so permits by resolution, or the presiding officer of such meeting so permits, no person may participate in a meeting of the board of directors or members by means of conference telephone or other electronic means
Section 6. Membership Meetings.
Annual 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 (the “Annual Meeting”).
Regular Meetings. In addition to the Annual Meeting, a minimum of four (4) regular membership meetings of the Association shall be held each year (“Regular Meetings”).
Special Meetings. Special meetings of Active 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 twenty-
five (25) Active Members entitled to vote thereat (“Special Meetings”) (the Annual Meeting, Regular Meetings and Special Meetings are hereinafter referred to, collectively, as “Membership Meetings” unless stated otherwise).
(d) Place. All Membership Meetings shall be held at such place as may be fixed by the Board of Directors.
(e) Notice. Written notice of the date, time, and place of all Membership Meetings and of the purpose of each Membership Meeting shall be given by the Secretary of the Board of Directors to each Active Member entitled to vote thereat at least five (5) days before the date of the Membership Meeting, unless a greater period of notice is required by law. For purposes of this section, written notice, may include posting on the VFMA website.
(f) Quorum. A quorum at any Membership Meeting shall consist of at least twenty- five (25) Active Members entitled to vote thereat. A duly called Membership Meeting shall not be organized for the transaction of business unless a quorum is present. The Active Members entitled to vote present at a duly organized Membership Meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Active Members to leave less than a quorum. If a Membership Meeting cannot be organized due to the absence of a quorum, those present may adjourn the Membership Meeting to such time and place as they may determine; but in the case of any adjourned Membership 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 Membership Meeting. Notice of the reconvened Membership Meeting shall be given to all Active 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 other than routine matters affecting the Sunbowl, a quorum shall consist of twenty- five (25) Active Members whose membership is set forth and defined in Article III, Section 1, only, above.
ARTICLE IV - DIRECTORS
Section 1. Eligibility. Only Active Members shall be eligible to be elected or to serve as directors.
Section 2. Term of Office. There shall be no fewer than nine (9) directors, who shall constitute the entire board of directors (“Board of Directors”),. Each director elected at the Annual Meeting shall hold office until the third Annual Meeting following his or her election unless properly removed or disqualified, pursuant to Article IV, Section 8, and until such further time as his or her successor is elected and has qualified.
No director shall serve more than (2) consecutive three-year terms in the same position but may continue to serve in a different position where willing and there are no additional candidates for the position.
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 Directors 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) Active Members (including at least one member of the Board of Directors) (“the Nominating Committee”) to nominate a slate of directors for election at the 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. When a nominating committee is not practical, the Board may consider nominees in due course of a regular meeting. The names of those nominated by the Nominating Committee shall be set to each Active Member 10 days prior to the Annual Meeting. Additional nominations may be made by any Active Member only if made in writing, signed by at least five (5) Active Members, and submitted to the secretary at least five (5) days prior to the Annual Meeting.
Section 5. Meetings of the Board of Directors.
Regular Board Meetings. Regular meetings of the Board of Directors (“Regular Board Meetings”) 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 (“Special Board Meetings”) may be called at any time by the president, or in his absence, the vice-president and shall be called by the president 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. (Regular Board Meetings and Special Board Meetings are hereinafter referred to, collectively, as “Board Meetings” unless stated otherwise).
Place. Board Meetings shall be held at such place as the board may appoint or as may be designated in the notice calling such meeting.
(d) Attendance. All Board Meetings shall be open to any Active 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 Board Meeting, and the action of a majority of the directors present at any Board Meeting at which a quorum is present shall be the action of the Board of Directors. In the case of other than routine matters involving the Sunbowl (as defined above), no quorum shall ever exist without the presence of a minimum of four (4) Directors who are Active Members pursuant to Article III, Section 1 above.
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 shall be a director until a successor is duly elected by the Active Members at the expiration of the term of office of the departing director.
Section 8. Removal. Any or all of the directors may be removed from office without cause by vote of a majority at any duly organized Membership Meeting of Active Members provided the consideration of such action had been described as one of the purposes of the Membership Meeting in the written notice of the meeting sent to each Active Member entitled to vote thereat.
Any director shall be removed from office by the other directors if by order of Court he or she 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 or she 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 (“Budget Committee”).
Upon approval of the budget submitted by the Budget Committee, the Board of Directors shall submit the budget for approval to the Active Members at a Membership Meeting. When the budget has been approved by the Active Members of the Association, the Board of Directors may allocate and obligate monies within the provisions of the budget. Approval by the Active 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 records of the Association (“Audit Committee”). This audit shall 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 such insurance at each Annual Meeting of the Association.
ARTICLE V – OFFICERS
Section 1. Election. At its first Regular Board Meeting after the Annual Meeting of the Association, the Board of Directors shall elect from its directors the following: a president; a vice-president; a treasurer; and a secretary. The Board of Directors also may elect such other officers from Active Members 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, or treasurer.
Section 2. President. The president shall be the chief executive officer of the Association.
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 shall have all power and duties usually vested in that office. The president shall preside at all Board Meetings and all Membership Meetings of the Association.
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 the president, may, subject to ratification by the Board of Directors, appoint, remove, and/or suspend 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 (other than by the Corporation) by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Association, shall be indemnified by the Association against the expenses incurred or paid by him connection with the defense or settlement of such action, suit or proceeding, or in connection with any appeal therein, including attorney's fees, court costs, expert fees, costs of deposition transcripts, judgments, fines or amounts paid in settlement except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee acted in bad faith toward the Corporation 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 1. Standing Committees. The president, subject to ratification by the directors, annually may appoint an Active Member of the Association to serve as chairperson of a standing committee (“Standing Committee”). The newly appointed chairperson of each Standing Committee may appoint as many other Active Members of the Association as members of such committee as he or she considers proper. The Standing Committees and their duties are envision to 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 by-laws.
PROPERTY & CIVIC IMPROVEMENT: Plan for and carry out approved plans for the orderly development of the facilities and appearance of the Sunbowl, 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 Active Member household teams, visit and welcome all new residents of Valley Forge Mountain. Prepare, publish, and maintain a list of all residents of the Mountain, and other activities supporting the goals of VFMA. Maintain a close working relationship with the Membership Committee.
ENTERTAINMENT: When empaneled, plan and supervise all entertainment sponsored by the Association except that provided at regular meetings, such as a July 4th picnic and/or parade and the annual visit of Santa Claus to participating 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 thereof can be made at any duly organized Annual Meeting or Special Meeting of the membership by the affirmative vote of 2/3 of the Active Members, whose membership is set forth and defined in Article III, Section 1, above, 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. Voting privileges shall be exercised by one vote per household of Active Member(s) in good standing with the Association, either in person or by written proxy.
Section 2 Direct Amendments by Members. 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 Active Members whose membership is set forth and defined in Article III, Section 1, above, with one signature per household of Active Members(s) in good standing with the Association.. 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 qualifying Active Members, as defined above, present and voting at a duly organized meeting. Voting privileges shall be exercised by one vote per household of Active Member(s) in good standing with the Association, either in person or by written proxy.