BY LAWS

ARTICLE 1: NAME, PURPOSE, OBJECTIVES, ETHICS AND DEFINITIONS

1. NAME: The name of the Club shall be Wedgewood Club, Inc. (the “Corporation”), hereinafter referred to as Wedgewood Swim Club (the “Club”).  These Amended and Restated By-Laws, referred herein as the “By-Laws” shall govern the overall operation of the Corporation and Club.  These By-Laws are intended to supersede and replace all prior By-Laws enacted by the Corporation.

1. PURPOSE: The purpose of the Club shall be to own and operate a private swimming facility and other recreational facilities and to promote and protect the common interests and welfare of the Membe

2. ARTICLE 1: NAME, PURPOSE, OBJECTIVES, ETHICS AND DEFINITIONS

3. I.    NAME: The name of the Club shall be Wedgewood Club, Inc. (the “Corporation”), hereinafter referred to as Wedgewood Swim Club (the “Club”).  These Amended and Restated By-Laws, referred herein as the “By-Laws” shall govern the overall operation of the Corporation and Club.  These By-Laws are intended to supersede and replace all prior By-Laws enacted by the Corporation.

4. II.    PURPOSE: The purpose of the Club shall be to own and operate a private swimming facility and other recreational facilities and to promote and protect the common interests and welfare of the Members (as defined in Article 2(I)).

5. III.    OBJECTIVE: The objective is to promote fellowship among its Members and encourage swimming, recreation, and social activities at the Club.

6. IV.    ETHICS: To enable the Club to conduct its business effectively, and to foster confidence in the integrity of its Officers and Directors, the highest standards of ethics must be maintained.
    

7. rs (as defined in Article 2(I)).

1. OBJECTIVE: The objective is to promote fellowship among its Members and encourage swimming, recreation, and social activities 

1. DEFINITIONS: Capitalized terms used in these By-laws which are not otherwise defined shall have the means ascribed thereto below:

1. “Asset Liquidation”: A sale of all or substantially all assets of the Corporation and shutting down of Club operations.

2. “Annual Meeting” – The meeting of all Membership, on an annual basis, where the Board will present on the operations and status of Club business.

3. “Board” – The Board of Directors described in Article 3.

4.  “Board Super Majority Vote” – An affirmative vote of ¾ of all current Directors where a Director’s vote will be counted if the Director votes in person at the applicable Board Meeting or provides their vote via email or physical mail to the President.  Either voting method will be counted equally.

5. “Capital Expenditures”: Expenditures in excess of $40,000 not including repairs to equipment or existing capital structures.

6. “Corporate Bond”: The bond new Members are required to purchase pursuant to these By-Laws with the amount determined by the Board.

7. “Face Value” – The value of a Members Corporate Bond purchased pursuant to Article 2(II)(C) below minus any adjustments pursuant to these By-Laws.

8. “Long-Term Financing”: Any new debt or increase in existing debt.

9. “Simple Majority”: An affirmative vote of more than half of the total outstanding Units (as defined below).

ARTICLE 2: MEMBERSHIP

1. GENERAL: All persons shall be eligible to apply for membership (Individual or Household as described below) to the Club subject to the conditions provided in Article 2(II) below.  Upon satisfaction of conditions in Article 2(II) persons are considered a “Member” collectively referred to as “Members” or the “Membership”.

1. REQUIREMENTS FOR CLUB MEMBERSHIP: Each individual(s) or Household who wishes to apply for membership to the Club must:

1. Submit a properly completed and endorsed application for Membership.

2. Obtain approval of the Membership Committee (as defined below).

3. Purchase a Corporate Bond.

4. Pay an initiation fee as determined by Membership Committee.

5. Pay annual dues.  Annual dues will be evaluated and determined on an annual basis by the Board and Membership Committee.

1. MEMBERSHIP SIZE: The number of Members in the Club shall be determined on a yearly basis by the Board based on the projected annual operating budget of the Club.

2. MEMBERSHIP CLASSIFICATIONS: The types of membership the Club shall offer include, but are not limited to the below.  Each type of membership described below, regardless of size, is considered a single membership “Unit” and collectively referred to as “Units”.

1. “Household Membership”: Includes all living persons in the household of the membership Unit.

2. “Individual Membership”: A single person over the age of 21.

1. FINANCIAL OBLIGATIONS: All financial obligations of Members must be met within the time frame established by the Board.  Failure to do so will result in a service charge, as determined by the Board, and could lead to expulsion from the Club.  Any outstanding charges will be deducted from the Members Corporate Bond refund and Members with delinquent financial obligations will not be able to hold office or vote at any election.

1. MEMBER WITHDRAWAL: A Member may withdraw from the Club at any time by submitting written notice to the Board.  The face value of the Member’s Corporate Bond (minus any outstanding charges) shall be refunded when the Unit is replaced; however, the Board can decide to refund the Member’s face value at the time the Member withdraws at the Board’s sole discretion.

1. MEMBERSHIP MEETINGS: Meetings of the Club Membership shall be held at such time and place, as the Board shall determine but no less than once during the swimming season.

1. Written notice of the time and place of said meeting shall be given to each Member of record entitled to vote there at no less than ten days prior to the day of the meeting. Such notice can be sent via postal mail or email as determined by the Board.  It is understood the Board will determine the date and time of the Annual Meeting.

2. A special meeting of the Membership may be called at any time by the President, a majority of the Board or by at least 25% of the outstanding Units.  All requests for a special meeting shall be in writing addressed to the Secretary and signed by the person or persons issuing said request.  The Secretary shall forthwith upon receipt of such request, fix a time and a place for said meeting no less than ten no more than twenty days after receipt of said request. Notice thereof shall be given as provided for in Article 2(VII)(A) above.

3. The Board shall provide notice at least 30 days prior to a regular or special membership meeting where Members will be required to vote on any Capital Expenditures, Long-Term Financing or Asset Liquidation (as defined herein) approved by the Board.  In the notice to Members, the Board will detail the cost and purpose of the Capital Expenditures, Long-Term Financing or Asset Liquidation to be voted on.  A positive vote by a Simple Majority with respect to Capital Expenditures or Long-Term Financing of the total Membership Units outstanding in person or by a duly executed proxy will cause such decisions to be approved.  A positive vote of 75% is required for Asset Liquidation for the decision to be approved.

4. At all meetings, every Unit shall be entitled to one vote subject to Article 2(V) above.

5. At all meetings of the Members (except where otherwise specified), the Units which are present at the meeting shall constitute a quorum.

6. In any election for Directors (a “Board Election”), each Unit shall be entitled to one vote for each vacant seat on the Board.  The candidate receiving the highest number of votes shall be elected to fill the vacancy.

7. Voting for a Board Election, Capital Expenditures, Long-Term Financing and Asset Liquidation can be accomplished in person at the appropriate general or special membership meeting, via online electronic voting system as determined by the Board, or if online access is not available by proxy duly executed and returned to the Secretary.

8. To request a proxy, the Member must provide a written request to the Board for the proxy to be provided to Member.  Proxies will be distributed and/or coded by the Board in such a way where the Board is able to track responses to ensure only one vote per voting Unit.

1. REMOVAL OF MEMBERS:  In addition to Article 2(V) above, Members, their spouses, and never-married children may be expelled for failure to comply with the rules and regulations of the Club established by these By-Laws or for any other reason deemed sufficient by the Board.  Removal of a Member by the Board can be voted on at any Board Meeting or special Board Meeting; provided that (a) the President sends notice prior to the Board Meeting to all Directors stating there will be a vote to remove a certain Member and the reason for removal of the Member, and (b) the Board sends notice to the Member being considered for removal. A Board Super Majority Vote will approve the removal of a Member.

ARTICLE 3: BOARD OF DIRECTORS.

I.          BOARD FORMATION AND RESPONSIBILITY: The Corporation shall establish a Board of Directors from current Members.  Members on the Board shall be known as “Directors” of the Club.  The Board has prime responsibility and accountability to Member of the Club.

II.        SPECIFIC DUTIES OF THE BOARD: The Board has responsibility for and authority to perform the following specific duties:

A.        Oversee Club management.

B.        Perform personnel functions.

C.        Set policy, rules and regulations.

D.        Manage Club finances and financial structure.

E.         Conduct Club business.

F.         Develop short and long range planning.

G.        Managing Member relations.

H.        Such other duties as necessary for the Club to satisfy its purpose.

III.       TRANSACTION OF CLUB BUSINESS & VOTING: The Board will use it best efforts to engage in the following activities:

A.        Within 30 days after a Board Election, the Directors will conduct an organization meeting to:

1.         Elect or confirm Officers.

2.         Elect standing committee chairpersons.

3.         Formulate working committees.

B.        Regular meetings of the Board, a “Board Meeting” shall be held:

1.         At least monthly during the time the Club is open.

2.         Periodically during the off-season at such times and places deemed necessary by the Board.

C.        Special meetings of the Board may be called at any time by the President and/or upon the written request of a Simple Majority of Directors to the Secretary.

D.        A Simple Majority of the Board shall constitute the necessary quorum for the transaction of business except as otherwise provided for in these By-Laws (the “Board Quorum”).

E.         Except in respect to Capital Expenditures, Long-Term Financing and Asset Liquidation, a Simple Majority of Directors present, after a Board Quorum has been achieved, shall determine the result on any vote.

F.         With respect to Capital Expenditures, Long-Term Financing, Asset Liquidation, a Board Super Majority Vote is required.  If such vote is achieved, a written notice of the transaction, including necessity, cost and method of payment must be sent to each Member for voting purposes.  The procedure set for in Article 2(VII)(C) will apply after Director approval.

G.        The books and records of the Corporation shall be available to Members upon written request to the Board.  The written request shall state the purpose of the inspection. The inspection shall be permitted if for a purpose reasonably related to the interest of the person as a Member. The inspection shall take place during usual business hours at the Club or other location mutually agreed upon by the Board and Member.

IV.       ELECTION TO THE BOARD

A.        The Board shall consist of not less than eleven (11) and no more than thirteen (13) persons, all of whom shall be active Members of the Club in good standing.  The number of Directors may be increased or decreased when the business of the Club requires such adjustment upon the affirmative Simple Majority Vote of the Directors.

B.        Directors shall be elected through a Board Election, as described in Articles 2(VII)(F) and (G) above.  Members in good standing can be nominated to serve as Directors. Nominations should be submitted to the Board through the General Manager or a current Director no later than July 15th or a later date as determined by the Board.  The Board shall make information about the candidates available to the Membership before a Board Election.  Directors shall serve a term of 3 years and the term will start the first Board Meeting after being elected to the Board.

C.        Any Director who has completed his/her term may be selected as a candidate for re-election by the Board.

V.        REMOVAL FROM THE BOARD (“Director Removal”)

A.        Any director may be removed from the Board for: failure to attend five board meetings total per calendar year; failure to fulfill their responsibilities as a Director; neglect of duty; having been convicted of a felony; having business, professional or other activities or interests which are detrimental to the interests of the Corporation or otherwise tend to discredit the Corporation; failure to comply with financial obligations to the Corporation; or failure to uphold the highest standard of ethics required by these By-Laws.

B.        In order for a Director to be removed, the President must send a notice or cause to send a notice to every Director currently serving on the Board to call for a Board Meeting. The notice must state the purpose of the Board Meeting is, including but not limited to, vote on the removal of a Director(s) and the reason for the proposed removal of said Director(s).  At the Board Meeting, the certain Director(s) being voting on for removal shall have the opportunity to provide reason as to why they should not be removed.  Ultimate decision for Director Removal will be based on a Board Super Majority Vote.

VI.       DIRECTOR VOTING PROCEDURE

A.        Sealed ballots, proxies or electronic votes will be returned to the Secretary prior to the Annual Meeting.  An electronically transmitted vote (via email or online portal) will be considered sealed if the voting member sends or registers the vote from an email address on file with the Club.  See Article 2(VII)(G).

B.        The President will appoint 3 tellers or cause a service provider to count the ballots physically or electronically.

C.        The candidate(s) with the most votes counted will be elected.

D.        In case of a tie, the Members will be asked to revote. The candidate(s) with a majority of those votes shall be elected.

E.         If a duly elected Director resigns or is removed for cause, a replacement shall be appointed by the Board for the balance of the term.

ARTICLE 4: OFFICERS

1. THE OFFICERS: The Board shall consist of a President, two Vice Presidents, Secretary, and Treasurer; each such position shall be an “Officer” of the Corporation, collectively known as “Officers”.  The Board shall elect Officers from its current Directors.  All Officers shall serve without compensation.

II.        THE PRESIDENT: The “President” shall be the chief executive officer of this Corporation; he or she shall preside at all meetings of the Members and the Board; he/she shall have general and active management of the business of the Corporation; he/she shall see that all orders and resolutions of the Board are carried out; he/she shall execute all bonds, mortgages, and all contracts of this Corporation; affixing the corporate seal thereto; he/she shall have general superintendence and direction of all other Officers of the Corporation and see that their duties are properly performed; he/she shall submit a report of the operations at the Annual Meeting, and from time to time shall report to the Board all matters within his/her knowledge that may affect the Corporation; he/she shall have the powers, duties and management usually vested in the office of president in a corporation; and he/she shall appoint all committees except as herein provided.

III.       THE VICE PRESIDENTS: Each “Vice President” collectively referred to as the “Vice Presidents” shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter and shall have such other duties as may, from time to time, be determined by the Board.  A vote of the Board shall determine which Vice President shall temporarily replace or succeed the President if he/she cannot fulfill his term of office.

IV.       THE SECRETARY: The “Secretary” shall attend all meetings of the Board and all meetings of members and act as a clerk thereof; shall record all votes and minutes of all proceedings in a book to be kept for the purpose; shall, when required, perform a like service for all standing committees; shall send or cause to be sent all notices of all meetings to the Membership of the Board; and shall perform such other duties as may be prescribed by the Board or the President under whose supervision he/she shall be, except as may be otherwise provided.

V.        THE TREASURER: The “Treasurer” is under the direction of the Board, shall have charge of the funds of the Corporation and shall deposit the same in the name of the Corporation in depositories designated by the Board; he/she shall pay all vouchers or orders properly attested by the President and General Manager; he/she shall make a complete and accurate report of the finances of the Corporation at each annual meeting of the Membership, or at any other time, upon request, to the Board,; and he/she shall be the custodian of the Corporate Seal and all the records and books of the Corporation.  Checks drawn against said account(s) shall be signed by the Treasurer and President.

VI.       GENERAL MANAGER: While not an Officer of the Corporation, the “General Manager” has an official capacity.  The General Manager of the Club shall have day-to-day responsibility for the operation of the facility and staff.  He/she shall attend all Board Meetings and shall report on the any conditions, problems and situations which the Board needs to know. He/she shall participate in the planning process and shall report on its implementation.

ARTICLE 5: GENERAL

I.          The fiscal year of the Corporation shall be the calendar year.

II.        The books of the Corporation shall be examined and the necessary tax returns shall be filed on an annual basis by a Certified Public Accountant independent of the Corporation and Club.  The Members can request the books of the Corporation be audited at any time by a written request to the Board and a majority vote of the outstanding Units.  The expense of the audit will be paid from assets of the Corporation.

III.       The Corporation shall have a seal upon which shall be inscribed the corporate name, the year and date of incorporation, the “Corporate Seal”.

IV.       Whenever any notice is required to be given by these By-Laws, a waiver thereof signed by the person entitled to said notice, whether before or after the time stated therein, shall be equivalent to notice.

V.        In compliance with existing regulations of Federal Excise Tax requirements (as defined by the Internal Revenue Code of 1985 as amended, the Corporation practices the following restrictions.

A.        No alcohol beverages are served on the premises under control of the Corporation.

B.        No dining facilities (other than those for light refreshments) are sold.

C.        The Corporation is not controlled, or under common control with any other organization.

Practice of these restrictions permits the Corporation to be exempt from Federal Excise Tax.

1. For the avoidance of doubt, any notice required to be sent to the Board, any or all Directors or the Membership pursuant to these By-Laws can be sent via postal mail or email.

ARTICLE 6: ADOPTION OF BY-LAWS

I.          These By-Laws shall be adopted by a Simple Majority vote of the Units which are present at a meeting where the Board has proposed these By-Laws or if no meeting is held by a Simple Majority vote of Units collected through online voting or proxy (as described in Articles 2(VII)(G) and (H)).  In either case, a notice stating the Board is seeking a vote for adoption of new By-Laws and a copy of the proposed By-Laws must be provided to Members 30 days before any vote for adoption.

II.        In any controversy involving an interpretation of the By-Laws or of the rules and regulations of the Club, the decision of the Board as to the interpretation of such By-Laws, rules and regulation shall be final and binding.  The Corporation shall indemnity and hold harmless the Board, its Officers and Directors from any decision of the Board pursuant to this Article 6(II).

ARTICLE 7: AMENDMENTS

These By-Laws shall be amended, suspended or repealed by a Simple Majority vote of the Units present at a meeting where the Board has proposed the By-Laws to be amended, suspended or repealed or if no meeting is held by a majority of votes of Units collected through online voting or proxy (as described in Articles 2(VII)(G) and (H)).  In either case, a notice stating the Board is seeking a vote for the By-Laws to be amended, suspended or repealed and a copy of the proposed chance must be provided to Members 30 days before any vote for amendment, suspension or repeal.

ARTICLE 8: PERSONAL LIABILITY, INDEMNIFICATION AND INSURANCE

I.          No Director, Officer and/or any other person who may have served, at the Corporation’s request, as a representative of the Corporation (hereinafter all Directors, Offices and all of the aforesaid representative of the Corporation are referred to collectively as the “Representatives”) shall be personally liable to the Corporation or its Membership for monetary damages or for any other liability of any kind whatsoever for any such action taken by such Representatives, or any failure to take any action by such Representatives unless (a) the Representatives have breached or failed to perform the duties of his, her or their office as set forth under Pennsylvania law, and (b) the breach or failure to perform such duties was intentional and/or constitutes self-dealing, willful misconduct, recklessness, a violation of a criminal statute and/or the liability of a director for the payment of taxes pursuant to local, state or federal law.

II. All Representatives (as defined in Article 8, Section I above) shall be indemnified and held harmless by the Corporation with respect to and against expenses (including attorney’s fees) and damages actually and necessarily incurred by them in connection with the defense and/or settlement of any action, claim, suit and/or proceeding in which he, she, they and/or them, are made parties to such action, claim, suit and/or proceeding, by reason of being and/or having been Representatives (as defined in Article 8, Section I above) of the corporation except in relations to matters as to which such Representatives (as defined in Article 8, Section I above) shall admit and/or be adjudged, in such action, claim suit and/or proceeding, to be liable for the following: (a) an intentional violation of his, her or their duties as Representatives (as defined in Article 8, Section I above) of the corporation; (b) self-dealing; (c) willful misconduct (d) recklessness; (e) a violation of a criminal statute and/or (f) the payment of taxes pursuant to local, state or federal Law.  The foregoing indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, By-Law, agreement, vote of members, disinterested directors or otherwise.

III.       In addition to any other rights available to the corporation under the law, the Corporation is hereby authorized to purchase insurance and/or create a fund from which to make indemnification payments properly due to any of the Representatives (as defined in Article 8, Section I above).

ARTICLE 9: COMMITTEES

I.          The Board shall form certain committees to facilitate the operation of the Club and the Board (each, a “Committee”).  Each Committee shall have a “Chairperson” who is responsible for the operation and management of their respective Committee.  The following is a list of the standing Committees of the Club and the descriptions should be used as reminders and aids in performing each Committees respective duties.

A.        Membership

B.        Swim Team Liaison

C.        Grounds, Buildings and Equipment

D.        Social

E.         Pool / Pumps

F.         Safety

G.        Personnel

II.        MEMBERSHIP COMMITTEE: Shall assist the Board in establishing requirements for Membership, reviewing applications for Membership, reviewing requests for changes in Membership certificates, maintain waiting list for Membership, maintain Membership identification, developing new Membership classifications, proposing new policies relative to Membership, and the administration of Member and guest check-in procedures of the Club.  The Membership Committee Chairperson shall keep an updated Membership email list along with a distribution list for prospective members on the waiting list.

III.       SWIM TEAM LIASION COMMITTEE: Shall assist the Board with the organization and operation of the Club’s swim team and its operating equipment; shall have authority thereover; and shall see that league rules and regulations relating to the swim team are enforced. The swim team liaison shall act between the Board and the swim team coaches.  The liaison will also assist in coordination of swim team parties.

IV.       GROUNDS, BUILDING & EQUIPMENT COMMITTEE: Shall assist the Board with the supervision and improvement of the Club’s grounds, which includes recreational equipment, such has the basketball courts, and other equipment used for recreation, landscaping, and fencing on the Club’s property; shall assist the Board with the supervision and improvement of the Club’s building structures, which include the pavilion, sheds, office, bathrooms and garage; shall attend to the improvement and maintenance of its related operating equipment; shall attend to the improvement and maintenance of its related operating equipment, which includes tools, lawnmowers, power washers, weedwackers, and ladders.  The Chairperson shall coordinate the maintenance and repair of such equipment and ensure all are in good working condition.  This committee shall have authority therover and shall see that the rules and regulations of the Club relating to grounds are enforced.

V.        SOCIAL COMMITTEE:  Shall assist the Board in developing recreational and social programs to be offered at the Club.

VI.       POOL/PUMPS COMMITTEE:  Shall attend to the improvement and maintenance of the pool and its operating equipment (pumps); shall have the authority thereover; and shall procure the needed supplies and equipment and contact pool contractor for services when needed. The Chairperson shall work with the General Manager to coordinate service from pool contractor when needed.

VII.      SAFTEY COMMITTEE:  Shall report any safety issues that are identified by any member or staff to the Board.  The coordinator is also responsible for walking the grounds to identify and address safety concerns before the opening of the Club in May.

VIII.    PERSONNEL COMMITTEE:  Is responsible for soliciting applications, interviewing, and selecting of all Club employees; is authorized, subject to the Boards approval, to terminate the employment of any Club employee for cause; shall act as an equal opportunity employer; and shall comply with all statutes dealing with nondiscriminatory employment practices.

IX. T   he Board may from time to time, in their discretion, designate and create such other standing committees as necessity may dictate.  Unless otherwise specified in these By-Laws, each standing committee will be chaired by a Director with formal responsibility for that functional area on the Board, and the membership of each standing committee will be reviewed annually by the Board in their first meeting after the general membership meeting.

ARTICLE 10: BOARD OF DIRECTORS PROXY

If a Member cannot make the Annual Meeting and does not have online access the Member can request a proxy form from the Board by August 15th as described in Article 2(VII)(H).  The proxy should be returned to the below address for the vote to be counted:

Wedgewood Swim Club, Inc.
Attn: Secretary – Proxy
PO Box 614
West Chester, PA 19381-0164

For the avoidance of doubt in an effort to reduce administrative time and cost to the Corporation it is the intention of the Board to hold all Board Elections through an online or electronic voting system as determined by the Board.

AMENDED AND RESTATED AS OF [JANUARY 27, 2020].