BY-LAWS
OF
New Oxford Social & Athletic Club, INC.
I. INCORPORATION. It is recognized that New Oxford Social & Athletic Club, Inc. (“Corporation”) is a duly organized corporation authorized to do business in the State of Pennsylvania ("State of Formation") by its Articles of Incorporation or similar registered documents.
II. STATE LAW. The Corporation is organized under the relevant laws of the State of Formation of Pennsylvania General Assembly Title 15 Subsection 1504, and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation.
Article 1.
Definitions
Section 1.01 Corporation. The “Corporation” shall mean: New Oxford Social & Athletic Club, Inc., its successors, and assigns. Members constitute the corporation.
Section 1.02 Board. The “Board” shall mean the Board of Directors of the Corporation and consists of both officers and directors.
Section 1.03 Directors. Shall mean a member elected to serve the corporation as a director.
Section 1.04 Sustaining Member. The “Sustaining Member” shall mean any member that pays the full cost of dues each year.
Section 1.05 Life Member: The “Life Member” shall mean a member of age of 65 or older and has been a member in good standing for fifteen (15) consecutive years or when a member has belonged for thirty (30) consecutive years in good standing, regardless of age.
Section 1.06 Honorary Member: The “Honorary Member” shall mean a member that is the Mayor of New Oxford.
Section 1.07 Honorary Service Member: The “Honorary Service Member” shall mean a member that is currently active military, active Police/Sheriff or active paid firefighters.
Section 1.08 Associate Member: The “Associate Member” shall mean a member of Spouses of Deceased Life members, and club employees. Associate members cannot sign the book or vote in any manner or sponsor new membership and attend open meetings.
Section 1.09 Quorum: The “Quorum” shall mean a majority of members or directors must be present to conduct business on behalf of the Corporation. For Board meetings: a quorum must consist of at least five (5) members of the board. For open house meetings there need to be at least 25 members combined in good standing to constitute a quorum.
Section 1.10 Vacancy: The “Vacancy” shall mean that an elected position on the board of directors is open and be filled as directed under article 7 section 7:07
Section 1.11 Cause: [n.] a reason for an action or condition: motive. Something that brings about an effect or a result. For example: Violation of rules and by-laws of the corporation.
Section 1.12 Committee: The “Committee” shall mean special group of members formed by the President to conduct business in the best interest of the Corporation.
Section 1.13 Open Meeting: The “Open Meeting” shall mean meetings held once a bi-monthly for the general members of the Club.
Section 1.14 Dues: The “Dues” shall mean members fees that are due on or before December 31st of the year.
Section 1.15 Election: Shall mean the voting by eligible members for the positions of executive officers and directors.
Section 1.16 Nomination: The “Nomination” shall mean the call to service by a member to run for the position on the Board of Directors.
Section 1.17 Games: Shall mean any games for purchase that is provided by the corporation.
Section 1.18 Conflict of Interest: Conflict of interest exists when any individual’s personal interest is put before the interest of the club.
Section 1.19 Member In Good Standing: Means any member who has abided by all of the New Oxford Social and Athletic clubs rules and by-laws and is not suspended or barred from club premises.
Article 2.
Rules
Section 2.01 Rule No. 1. Each member is permitted to bring a maximum of three (3) guests of any gender into the Club on each visit. All guests are required to wear a “guest” sticker on their person, at a visible location, at all times while in the Club building.
Section 2.02 Rule No. 2. Nonmembers are not permitted to purchase alcoholic beverages, nonmembers are subject to club rules while on the premises.
Section 2.03 Rule No. 3. Members must immediately respond to telephone calls and door calls.
Section 2.04 Rule No.4 No members, except officers, directors or hired personnel, shall allow unaccompanied nonmembers to gain entrance into the club.
Section 2.05 Rule No 5. Spitting on the floors and other unhealthy habits detrimental to public health and mutilation of club property will absolutely not be tolerated.
Section 2.06 Rule No. 6 Any bartender/barmaid on duty has the right to refuse sale of alcoholic beverages to any member or guest who in their opinion is visibly intoxicated or disorderly, any member or guest who purchases a drink for a member or guest who has been refused the sale of alcoholic beverages will be subject to disciplinary action by the board of directors.
Section 2.07 Rule No. 7 All social activities must cease, and bars will be closed during regular open meetings.
Section 2.08 Rule No. 8 No credit shall be extended out of the club treasury to any member nor will any checks be cashed {state law}
Section 2.09 Rule No.9 Members must have their membership Card in their possession while in the club and must present their card upon request, any member without their club card is not allowed to sign the book, purchase drinks. They must have a sponsor and will be treated as a nonmember and must wear a guest sticker.
Section 2.10 Rule No. 10 It shall be the duty of every member or their guests to conduct themselves in a orderly manner while in and about the premises any person who fails to comply with this rule may be subject to disciplinary action by the board of directors.
Section 2.11 Rule No. 11 No minors shall be permitted in the club other than to attend a per approved board sanctioned function and limited to a designated area as defined by the board for each given function or event.
Section 2.12 Rule No. 12 Penalties for violation of the above rules will be imposed according to the gravity of the violation and evidence presented at the hearing and is at the discretion of the board of directors, and is as follows.
30 days suspension and $ 100.00 fine
60 days suspension and $ 200.00 fine
90 days suspension and $ 300.00 fine or expulsion
Section 2.13 Rule No. 13 The manager of the club or any bartender/ barmaid or any member of the board of directors on duty shall have a right to demand that any member of the club who appears to be in violation of any house rule must leave the building and can only re-enter to appear before the board of directors at the next board meeting at which time their violation will be acted upon.
Section 2.14 Rule No. 14 In all cases not covered by the above rules the board of directors shall have the power to make such rules as may be necessary for government of the club with open membership meeting approval.
Section 2.15 Rule No. 15 Initiation fee set by the board shall be paid by each applicant for membership when accepted.
Section 2.16 Rule No. 16 Changes and or additions to these rules may be proposed by any member at an open meeting with a second, if approved by a majority of members in attendance at that meeting, once approved notice shall be posted in the club for 30 days and copies of the notices will be made available to all members upon their request, the notice will include all changes or additions to the rules and will be voted on at the next regular open meeting.
Section 2.17 Rule No. 17 At any meeting a member shall have the right to ask that legitimate business for the club be brought before the assembled members for consideration, the presiding officer shall either bring such business to a vote or refer such business to an appropriate or establish a committee for the review of such business in all cases requiring that such committee act promptly in its review, the presiding officer may dismiss matters which are frivolous and do not genuinely warrant the attention of the club.
Section 2.18 Rule No. 18 The membership may not approve a motion which would provide for any additional expenses for purchase of any equipment furnishing or other improvements for the club in excess of $1000.00 unless such motion for the expenditure of funds shall first have been reviewed by the board.
Section 2.19 Rule No. 19 By membership vote the club is a tobacco free facility, no smoking, no vaping or chewing will be allowed inside the building any one violates this rule will be subject to disciplinary action by the board of directors.
Article 3.
Purposes, Objectives and Governing Instruments
Section 3.01 The purposes of the Corporation. As set forth in the Articles of Incorporation, are exclusively charitable, within the meaning of section 501(c)(7) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law (“Section 501(c)(7)”). In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The specific purposes of the Corporation are to promote local business, bring local families and individuals together at exciting events and advocate for the general growth and well-being of our town.
Section 3.02 Governing Instruments. The Corporation shall be governed by its Articles of Incorporation and its Bylaws. Refer to Robert Rules of Order on all points not covered in these bylaws.
Section 3.03 Nondiscrimination Policy. The Corporation will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.
Section 3.04 Limitations on Activities. The Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(7) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law.
Article 4.
Membership
Section 4.01 Requirement for Membership: Applicants shall be of legal age of 21 years old or over, as established by the Pennsylvania Liquor Control board, and must file an application on a form provided by the Club.
Section 4.02 Application for Membership:
a) Applications shall not leave the premises of the Club.
b) Applicants will be required to present a valid identification card (driver’s license, State ID card) that shows full name, legal age with current address and must be sponsored by two (2) members in good standing.
c) Sponsors of new applicants must present a current membership card in order to sponsor new applicants and must sign the application and provide their club member number.
d) Associate Members cannot sponsor new memberships.
e) All applications shall be thoroughly investigated by the Board of Directors and shall be approved by a majority of the Board members present
Article 5
Dues
Section 5.01Sustaining Members: The dues of sustaining membership in the organization as set by the corporation per year shall be paid in advance annually on or before December 31st. Members failing to pay dues before the deadline shall be stricken from the roll and must reapply for new membership. The amount of dues paid are not tax deductible.
Section 5.02 Life Members: When a member becomes a Life member all annual dues are waived. Life membership is obtained after 30 years as a Sustaining Member or who has reached the age of (65 years old or older with 15 years consecutive membership).
Section 5.03 Honorary Service Members’ dues are waived as long as they are actively serving in the official honorary capacity and are subjected to the same rules of behavior as sustaining members, it is the responsibility of the member to notify the club if their status changes.
Section 5.04 Associate members: Associate members will pay annual dues as set by the corporation per year shall be paid in advance annually on or before December 31st. Associate members have no voting rights; will not be eligible for the daily book drawing and cannot attend the open meetings. They are subject to the same rules of behavior as sustaining members. All associate membership privileges expire immediately upon quitting or firing from employment with the club. However, can still apply for membership as a sustaining member.
Article 6
Meetings
Section 6.01 Open House Meeting:
A) Regular open house meetings shall be held on the third Monday of January, March, May, July, September, and November. Twenty-five (25) total members in good standing shall constitute a quorum. See Article 1, Definition, Section 1.9: Quorum.
B) The Board of Directors shall meet on the second Thursday of each calendar month.
C) All business will only be transacted at a regularly scheduled meeting.
D) Open meetings at no time shall rescind or overrule the decision of the Board of Directors in regard to disciplinary actions for violation of these rules, so long as they abide by the evidence and rules heretofore adopted.
Section 6.02 Special Meetings. Special meetings of the Board may be called at any time by the President or by a majority of the Directors then in office for a specific purpose only. For example: Disciplinary actions, major purchase approvals, anything beyond day-to-day operations, etc.
Section 6.03 Notice of Meetings. Each Director shall be given at least two days’ notice before the date designated for such a meeting. Notice will specify the place, date and hour of the meeting.
Article 7
Officers and Directors
Section 7.01 Number. The Corporation shall have a Board of Directors consisting of four (4) officers and five (5) directors elected as herein after provided.
Section 7.02. Election and Term of Office. The corporation shall elect a President, a First Vice President, a Second Vice President, and a secretary/Treasurer and five (5) Directors as herein after provided.
A) The President, Second Vice President and three (3) Directors to serve as members of the Board of Directors shall be elected on the 3rd Monday of February in each even numbered year.
B) On the 3rd Monday in February of each odd numbered year, the corporation shall elect the First Vice President, the Secretary/Treasurer and two (2) Directors to serve as members of the Board of Directors.
C) Newly elected officers will attend the March board meeting and be sworn in after the completion of old business at the march board meeting.
D) Each Officer and Director shall serve for a period of two (2) years or until such time as a successor is elected or appointed.
Section 7.03 Powers and Duties. Subject to the provisions of law, of the Certificate of Incorporation and of these By-Laws, Robert’s Rules of Order, as well as, and in accordance to all applicable State and Federal laws.
Section 7.04. Voting. At all meetings of the Board, the First and Second Vice Presidents, Secretary and each Director shall have one vote. In the event that there is a tie in any vote, the President’s vote shall become the tiebreaker, all board votes must be recorded and shown upon request.
Section 7.05 Removal. Any Director may be removed for cause by vote of the Board provided there is a quorum of not less than a majority present at the meeting at which such action is taken.
Section 7.06 Resignation. Any Director may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective. If a director resigns, that person cannot be appointed or assigned back onto the board in any position for the remainder of the two year term.
Section 7.07 Vacancies. Vacancies can occur for reasons of serious illness, suspension, resignation, or death. Any vacancy occurring on the Board which arises at any time and/or for any cause may be filled in (1) of two methods:
1) By the officers and directors placing an announcement of the vacant position and have such notices posted for at least 30days. And, during the next open meeting the members present take a vote for the person who is elected and accepts the vacancy. Any Board member elected to fill a vacancy shall hold office for only the unexpired term of his or her predecessor. This person may run for full-term in the next election in accordance with these by-laws.
2) By the President appointing a temporary officer/director for 30 days (not exceeding 60 days) until an election by the club members can be conducted.
Article 8
Duties of Elected Officers and Directors
Section 8.01 Conflicts of Interest: All officers must sign a conflict of interest agreement.
Section 8.02. Duties of the President: The President shall be the Chief Executive Officer of the Corporation, the president shall oversee the daily operation of the club and conduct all business of the corporation and the business of the board of directors.
Section 8.03. Duties of the 1st Vice-Presidents: Shall fill in for the president in there absent and conduct the business of the corporation and the board of directors.
Section 8.04 Duties of the 2nd Vice President. Shall fill in for 1st Vice President in absent and conduct the business of the corporation and the board of directors.
Section 8.05. Duties of the Secretary: The Secretary shall record and keep the minutes of all meetings of the corporation and the board and post minutes monthly, the secretary shall be the custodian of the seal of the corporation and shall affix such seal to such contracts, the secretary shall report the financial reports to the members at the regular open meeting.
Section 8.06 Contracts. No contracts can be signed without the consent of the board of directors.
Section 8.07. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property or real, as the members may deem necessary. All decisions must be brought forward and reported at the next members’ open meeting.
Section 8.08 Duties of Officers. It is the duty of the officers and directors to enforce all rules and regulations of the corporation.
Article 9
Nominations and Elections
Section 9.01
Nominations: Nominations for applicable bi-annual position vacancies will be held at the January open meeting.
Nominations will be as follows:
1. Any position that needs filled will be announced one at a time by the president.
2. President will announce for any person that wishes to run for said position. This will be done three (3) times.
3. Secretary will take any name or names down that accept the nominations. Club members can accept a nomination either in person or via email or mail.
4. President will close nominations.
5. Any unopposed position at that time the Secretary will cast a single vote and the position will be considered filled. This is allowed per Roberts Rule of Order. (I.E. only one nominated person for any officer position or minimum number of directors for that year).
Section 9.02
Elections: Elections will be held each year on the third Monday of February between the hours of noon and 7:00pm local time.
1. Current members of the board of officers, or candidates on the ballot may vote, but neither they nor their close family members may monitor the polls nor count the ballots to avoid undue influence on the members voting and to prevent the perception of conflict of interest.
2. An Election Committee will oversee the election. The chairman will obtain five volunteers in addition to his/herself to monitor the polls and count ballots on the day of election.
a) First polling shift will be from noon to 4pm with three Sustaining, Life or Honorary Service members manning the polls.
b) Second polling shift will be from 4pm to 7pm closing time. These three (two volunteers and Election Chairman) will count the votes after the polls close.
3. On election day, all voters must show current membership card to receive ballot with only nominated people on it and election workers will highlight each voter’s name on a master list of members. There will be no write ins.
4. Results of Election will be read by the Election Chairman when completed.
5. Anyone who desires to contest the election results counted will do so within 24 hours of the announced results.
6. All ballots will be retained in a sealed envelope for two years, then be destroyed.
Article10
Amendments
Proposed amendments to the by-laws may be presented at any regular open meeting during the year whereupon the same shall be read at the open meeting.
A copy of the proposed amendments shall be posted in the Club and copies shall be made available to any member who would like an individual copy for personal review with a notice to the effect that the proposed amendments shall be voted on at the next regular open house meeting.
Article 11.
Dissolution
The Corporation may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with the Certificate of Incorporation and with State law.
By-laws Adopted 11/ 21/ 2022