Article I. Name
This Corporation, incorporated according to the Laws of the Commonwealth of
Pennsylvania, is known as "Sheshequin-Ulster Community Center."
Article II. Purpose
The object of this corporation is to establish, maintain and operate a community center within Ulster Township and Sheshequin Township, Bradford County, Pennsylvania, to provide playgrounds and social, recreational, and educational facilities; and the corporation does not contemplate pecuniary gain or profit, incidental or otherwise, to its members.
Article III. Membership
Section 1. Administrative membership of this corporation shall be open to three (3) appointed representatives from each non-profit organization within the bounds of Ulster and Sheshequin Townships who register their representatives with the Sheshequin-Ulster Community Center secretary no later than twenty days prior to a meeting.
Section 2. If at any time said organizations represented shall number less than four (4), each shall elect representatives equally to maintain a membership of twelve (12).
Article IV. Directors
Section 1. A Board of seven (7) to nine (9) Directors shall be elected by the Administrative Membership. The term of office of directors shall be three years, except that the terms of Directors first appointed shall be fixed so that no more than three (3) shall be reappointed or replaced during any future calendar year.
Section 2. No organization shall have more than two members serving on the Board of Directors, except as necessary according to Article III, Section 2.
Section 3. Any director who fails to attend three (3) consecutive meetings without excuse may be removed from the Board by a majority vote of the remaining directors.
Section 4. A vacated Directorate shall be filled by the remaining directors until the next annual meeting, at which time the Administrative Membership shall elect a director to finish the remaining term.
Article V. Officers
Section 1. The Officers of this Corporation shall consist of a President, Vice-President, Secretary, and Treasurer; and shall be elected by the Directors following the Annual meeting, or at the next regular meeting of the Board.
Section 2. The President shall preside at meetings of the membership and of the Board of Directors, shall countersign all checks, notes, and drafts drawn by the Corporation and shall have such other power and perform such other duties as are generally exercised by, or appertain to, the Office of President.
Section 3. The Vice-President shall perform the duties of the President in the event of the absence or disability of that Officer and such other duties as the Board of Directors may assign.
Section 4. The Treasurer shall sign all checks, notes, and drafts drawn by the Corporation. S/he shall have custody of the cash, books of account, records and other valuable papers of the Corporations. S/he shall keep proper records and books of the accounts and shall prepare a balance sheet statement showing the condition of the Corporation at the close of each month, or at such times as the Board shall require said statement. The statement shall be attested to by two members of the Board and shall be made accessible to the members of the Corporation. S/he shall submit records to the auditing committee annually for an audit.
Section 5. The Secretary shall keep a correct record of all meetings of the members and of the Board of Directors. S/he shall maintain the member roster, updating it annually prior to the Annual meeting. S/he shall give notice of all meetings of the members in the manner provided by the Bylaws and shall perform any such other duties which appertain to the office or are assigned by the Board.
ARTICLE VI. Committees
Section 1. There shall be an Executive Committee composed of the President, the Vice-President, the Secretary, and the Treasurer; and one at large board member elected by the board at the same meeting as the election of officers, who may conduct business between regular board meetings, to be affirmed at the following regular board meeting.
Section 2. An Auditing Committee of two (2) Auditors, who are not Directors, shall be elected at the Biennial Meeting of the Corporation by the Administrative Membership, and shall serve for a term of two years. By April of each year, the auditing committee will review and audit the records of the prior year and prepare a written report to be kept on file and available upon request of the membership.
Article VII. Meetings
Section 1. A Biennial Meeting of the Administrative Membership shall be held in April of odd numbered years, beginning in April 2007. Notice of the Biennial Meeting shall be published five (5) days prior to the date of such meeting in the existing newspapers of general circulation within both Townships. (Currently, the Daily Review and the Evening Times.) In the interim years, a Board Report from the President and an audited Financial Summary will be distributed to the Administrative Membership.
Section 2. A minimum of four Quarterly Meetings of the Directors shall be held in each calendar year, providing that one of those meetings may be the Biennial Meeting. Notice of all such meetings shall be given by the Secretary by phone, postal mail or receipt returned email at least five days before the meeting, stating date, time of day and place of the meeting. A quorum of five (5) directors is necessary to conduct business.
Section 3. Special meetings of this corporation may be called by the President, or by written request of a majority of the membership on notice to the Secretary. Notice as provided in Section 2 shall apply to Special meetings, with the purpose of the meeting stated on the notice.
Section 4. At Biennial and Special Meetings of this Corporation, a majority of the membership shall constitute a quorum and the vote of the majority shall be the act of the corporation. Quorum and voting shall be counted either by presence at the meeting OR by mail or proxy vote on prescribed forms returned to the secretary in advance of the meeting. If quorum is not established, an adjournment shall be taken to a date not more than seven (7) days thereafter. Notice of adjourned meeting shall be given as provided in Section 2 of these bylaws.
Article VIII. Rules and Regulations
Section 1. The Board of Directors shall be responsible for proper supervision of activities and for building and contents to the extent as they may be covered by insurance, to wit: fire, liability, etc.
Section 2. The Board of Directors shall retain the power to refuse use of the facilities for any activity or meeting which they deem dangerous or harmful to the welfare of the community to control hours of use and rates and fees for use of the facilities.
Section 3. All powers and rules not specifically granted by these bylaws shall remain in the Board of Directors.
Section 4. Such rules and regulations as promulgated or established by the Board of Directors shall become binding upon being approved by a majority of the Board.
Article IX. Amendments
These bylaws may be amended at any annual meeting or special meeting called for that purpose, by majority vote of the Administrative Membership, provided that a true copy of the proposed amendment shall have been given as provided in these Bylaws.
(AS AMENDED 04/26/2005) (prior bylaws are archived at bylaws042203.txt)