Bylaws

UNIVERSITY CITY SWIM CLUB
AMENDED AND RESTATED BYLAWS
Adopted September 9, 2011

ARTICLE I NAME, PRINCIPAL OFFICE AND PURPOSE
Article I.1
Name. This organization, a non-profit Corporation, organized under the Pennsylvania Nonprofit Corporation Law of 1988 (15 Pa.C.S.A. § 5101 et seq.), as amended (the “Nonprofit Corporation Law”), shall be known as the University City Swim Club.

Article I.2
Principal Office. The principal offices of the Corporation shall be located in Philadelphia, Pennsylvania.

Article I.3
Purpose. The purposes and objectives of the Corporation are to promote and provide, to the extent possible, for the moral, educational, physical and social wellbeing of its members. To this end the Corporation will:
(a) Promote, construct, finance, lease, own and operate athletic, recreational and educational facilities of any kind, including without limitation the swimming pool and associated equipment.
(b) Make readily available to the members, their immediate families and guests, safe and clean swimming and recreational facilities.
(c) Maintain a club for civic and social enjoyments of a moral, educational and legal nature.
Government of the Corporation

ARTICLE II GOVERNMENT OF THE CORPORATION
Article II.1 Board of Directors.
A Board of Directors, elected by the membership as provided hereinafter, shall manage the property and affairs of the Corporation, and it shall be their duty to carry out the objectives of the Corporation.

Article II.2 Number of Directors.
The Board of Directors shall consist of nine (9) Directors elected as provided in this Article II.

Article II.3 Classes of Directors.
The Board of Directors shall be divided into three (3) classes, with each class comprising three (3) directors. Each director shall serve for a term of three (3) years, or until his or her death or resignation or until his or her successor shall have been elected. The classes shall be staggered such that three (3) directors shall be elected at each annual meeting and shall take office at the next regular meeting of the Board of Directors.

Article II.4 Eligibility.
Only members eligible to vote at a meeting of the members shall be eligible to serve as members of the Board of Directors. Directors must be eligible to serve as directors of a corporation organized under the Nonprofit Corporation Law.

Article II.5 Nominations.
(a) Nominations for the Board of Directors shall be made by a Nominating Committee appointed by the Board of Directors. The notices of the annual meetings sent to the members eligible to vote at a meeting of the members shall state the names of the nominees for Directors and shall include references thereto if any nominee is an incumbent.
(b) Nominations for Directors may be made in writing signed by at least ten (10) members eligible to vote at a meeting of the members and mailed to the Secretary not fewer than thirty (30) days before the date of the Annual Meeting. Nominations so made shall be included in the official ballot mailed to the members eligible to vote at a meeting of the members with the notice of the Annual Meeting.
(c) Nominations, properly seconded, may also be made from the floor at the Annual Meeting of the membership.
Article II.6 Compensation.

Members of the Board of Directors shall receive no compensation for service as Directors.

Article II.7 Meetings.
Meetings of the Board of Directors shall be held at such time and place as a majority of the Directors may from time to time appoint, or as may be designated in the notice calling the meeting. The Board of Directors shall hold regular meetings not fewer than four (4) times per annum provided further that one (1) regular meeting is held within four (4) weeks following the Annual Meeting.

Article II.8 Notice of Meetings.
Written notice (which shall be satisfied by electronic mail to an address supplied by a Director for that purpose) of every regular meeting of the Board of Directors shall be given to each member of the Board of Directors at least five (5) days prior to the day named for the meeting. Special meetings, however, may be called upon three (3) days notice by the President or by three (3) or more Directors.

Article II.9 Quorum.
(a) A majority of the Board of Directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. It is further provided that if all the Directors shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid as though it had been authorized at a meeting of the Board of Directors. One or more Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
(b) The Directors present at a duly organized meeting may continue to do business until adjourned, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

Article II.10 Vacancies.
Vacancies in the Board of Directors shall be filled by a replacement elected by a majority of the remaining members of the Board, and each person so elected shall be a Director until the next Annual Meeting, or until his or her death or resignation or until his or her successor is duly elected. A person elected at the next Annual Meeting to fill a vacancy shall serve the remainder of the term of the director whose position shall have been vacated.

Article II.11 Resignation/Removal.
(a) Resignation. Any Director may resign office at any time, such resignation to be made in writing and to take effect immediately or at such subsequent time stated in such writing. Any Director who ceases to meet the eligibility requirements contained in applicable law or in these Bylaws to serve as a Director forthwith shall resign his or her office, such resignation to be made in writing and to take effect immediately.
(b) Removal. Any Director may be removed, with or without cause, by the affirmative vote of at least two-thirds (2/3) of the Directors then in office taken at any regular or special meeting, provided that each Director has been given at least ten (10) days written notice that such action is to be considered at such meeting. The members (as such) shall not have the right or power to remove a Director.

Article II.12 Conduct of Meetings.
Meetings of the Board of Directors shall be presided over by the President. In his or her absence the Vice-President shall preside, and if neither the President nor Vice-President is present the Directors present shall elect the presiding officer for such meeting. The Secretary, or, in his or her absence, a Director appointed by the presiding officer, shall record minutes of all meetings of the Board of Directors.

Article II.13 Operation of Club.
The Board of Directors shall have the power to make or authorize all purchases necessary or desirable for the operation of the Club and to employ, or authorize the employment of all employees, professionals, agents and consultants of the Club, to fix compensation of employees, professionals, agents and consultants, and to do, or cause to be done, all other things necessary for the operation and maintenance of the Club.

Article II.14 Rules of Club.
The Board of Directors shall prescribe rules for the government and use of Club facilities and perform such other duties as they in their discretion may deem to be for the best interests of the Corporation.

Article II.15 Annual Membership Report.
The Board of Directors shall submit to the members at each Annual Meeting a report showing the state of membership and finances setting forth the transactions of the previous fiscal year. A copy of this report shall be mailed (which may be satisfied by electronic mail to an address supplied by a member for that purpose) to every member eligible to vote at a meeting of members with the notice of the Annual Meeting.

Article II.16 Committees.
The Board of Directors shall have supervision over all committees and power to direct their effort and to alter or amend any rules or regulations prescribed by any committee.

Article II.17 Bond.
The Board of Directors may secure the fidelity of any or all of the officers, by bond or otherwise in such amount as the Board of Directors shall deem proper.

Article II.18 Audits.
The Board of Directors may require an audit to be made of the accounts of the Corporation, and any report of such audit shall be submitted at the Annual Meeting of the membership. Any such audits shall be made by independent accountants engaged for that purpose.

Article II.19 Limitation of Liability.
Directors shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless (a) the Director has breached or failed to perform the duties of the Director’s office as set forth in the Nonprofit Corporation Law; and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 2.19 shall not apply to (x) the responsibility or liability of a Director pursuant to any criminal statute; or (y) the liability of a Director for the payment of taxes pursuant to local, state or federal law. The provisions of this Section 2.19 shall be deemed to be a contract with each Director who serves as such at any time while this Section 2.19 is in effect, and each such Director shall be deemed to be so serving in reliance on the provisions of this Section 2.19. Any repeal or modification of this Section 2.19 shall be prospective only and shall not affect, to the detriment of any Director, any limitation on the personal liability of a Director existing at the time of such repeal or modification.

Article II.20 Indemnification of Directors, Officers and Others
(a) Right to Indemnification – Third Party Actions. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
(b) Right to Indemnification – Derivative Actions. Any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation; except, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Common Pleas of the county in which the registered office of the Corporation is located or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper.
(c) Advance of Expenses. Expenses (including attorneys’ fees) incurred by an officer, director, employee or agent in defending a civil or criminal action, suit or proceeding referred to above shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it ultimately shall be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Section 2.20.
(d) Procedure for Effecting Indemnification. Any indemnification under Section 2.20(a) or 2.20(b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such sub-sections. Except as otherwise may be provided by applicable law, such determination shall be made:
(i) By the vote of the Board of Directors by a majority of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or
(ii) If such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
(e) Indemnification not Exclusive. The indemnification and advancement of expenses provided by or granted pursuant to this Section 2.20 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other provision of these Bylaws, agreement, vote of members or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(f) When Indemnification Not Made. Indemnification pursuant to this Section 2.20 shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
(g) Grounds for Indemnification. Indemnification pursuant to this Section 2.20, under any other provision of these Bylaws, by agreement, or by vote of members, Directors or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any provision of law except as otherwise provided in this Section 2.20 and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Corporation. The provisions of this Section 2.20 shall be applicable to all actions, suits or proceedings within the scope of Section 2.20(a) or 2.20(b), whether commenced before or after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.
(h) Power to Purchase Insurance. The Corporation may, by action of the Board of Directors, purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Section 2.20.
(i) Creation of a Fund to Secure or Insure Indemnification. The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Section 2.20 or otherwise.
(j) Status of Rights of Indemnitees. The rights to indemnification and advancement of expenses provided for in this Section 2.20 shall (i) be deemed to create contractual rights in favor of each indemnitee who serves the Corporation at any time while such Article is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of such Article), and (ii) continue as to each indemnitee who has ceased to have the status pursuant to which he or she was entitled or was designated as entitled to indemnification under such Article.

Article II.21 Insurance.
The Board of Directors shall secure for the protection of the Corporation public liability and property damage insurance and other forms as may be deemed necessary fully covering complete operations of the Corporation.

Article II.22 Lease of Property.
The Board of Directors shall have the power to make or authorize the purchase or lease of additional real property including land and improvements which they deem necessary or desirable for the improvement of the Club facilities.

Article II.23 Limit on Board Spending Authority.
The Board of Directors shall not alienate or mortgage any of the real property of the Corporation in excess of twenty percent (20%) of the combined value of the real property and improvements to be erected thereon without the authority of the membership given by a majority vote of those voting at an Annual Meeting or a Special meeting.

Article II.24 Conflict of Interest Policy.

All Officers, Directors and employees of the Corporation shall adhere to the Corporation’s “Conflict of Interest Policy” as the same may be adopted from time to time by the Board of Directors.

ARTICLE III OFFICERS AND DUTIES
Article III.1 Officers.
The officers of the Corporation shall consist of the President, a Vice- President, a Secretary, and a Treasurer, and such assistant officers and agents as the needs of the Corporation may require.

Article III.2 Election of Officers.
Officers shall be elected by and from the Board of Directors at the first regular meeting following the Annual Meeting of the Corporation and shall serve for a term of one year or until their successors are elected and have qualified. Directors only shall be eligible to serve as Officers of the Corporation.

Article III.3 Vacancies.
Any vacancy among the Officers shall be filled by election by the Directors, and such Officers shall serve until the newly constituted Board meets after the next Annual Meeting of the active members.

Article III.4 President.
(a) The President shall, subject to Section 2.12 hereof, preside over all meetings of the Board of Directors and membership and shall sign all contracts and papers relating to the affairs of the Corporation. The President shall make all appointments to committees subject to confirmation by the Board of Directors, and shall be ex-officio a member of all committees, and shall perform all other acts properly belonging to this office, including executive supervision of all activities of the Club and of the employees thereof.
(b) The President may authorize or delegate to other Directors the authority to authorize expenditures and payment for current operations supplies and equipment and fixed assets without further approval of the Board of Directors, if the funds authorized to be extended have already been included in a budget approved by the Board of Directors, provided that not more than one thousand dollars ($1,000.00) may be expended on any one purchase or project without the prior approval of the Board of Directors.
(c) The President can sign checks in the absence of the Treasurer.

Article III.5 Vice-President.
The Vice-President shall assume the full responsibilities, duties and obligations of the President during the absence of the President.

Article III.6 Secretary.
(a) The Secretary shall make and keep minutes of all meetings of the Board of Directors and of meetings of the active members and shall be prepared to present these minutes at the next or future meetings, if required.
(b) The Secretary shall attest the signature of the Officers of the Corporation when required on contracts or other papers relating to the affairs of the Corporation, and shall have custody of the Corporate seal.

Article III.7 Treasurer.
(a) The Treasurer shall maintain a record of all financial transactions of the Corporation and be prepared to render an accounting at any meeting of the membership or Board of Directors as may be requested.
(b) The Treasurer shall be responsible for the receipts of all monies due to the Corporation and deposit of same in banking institutions approved by the Board of Directors.
(c) The Treasurer is authorized to pay any charges imposed by designated banking institutions for services if such charges are deemed proper by him or her.
(d) The Treasurer, or President in absence of the Treasurer, shall sign all checks and make all disbursements on approved billings and vouchers, subject to such policies as may be adopted by the Board of Directors.
(e) The Treasurer shall, when authorized by the President, advance money, not to exceed one thousand dollars ($1,000.00) to any officer, Director, or committee chairman of the Corporation who is required to make purchases or incur other expenses for cash. In each such instance the Treasurer shall require an accounting from the person receiving such cash.
(f) The Treasurer shall maintain a membership record containing the name and address of each member, and in any case where membership has been terminated, facts as to reasons for termination shall be recorded in the records together with the date on which membership ceased.
(g) The Treasurer is charged with the responsibility for issuance of the membership cards of the Club and maintenance of records of persons to whom such cards have been issued.
(h) The Treasurer shall maintain such other records as may be required by the Bylaws or as shall be required of him or her by the Board of Directors.
(i) The Treasurer shall have the ability, subject to the approval of the Board of Directors, to retain professionals to perform some or all of the Treasurer’s duties under the supervision of the Treasurer.

Article III.8
All officers and agents of the Corporation as between themselves and the Corporation shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in the Bylaws or as may be determined by resolution of the Board of Directors.

ARTICLE IV COMMITTEES
Article IV.1 Standing Committees.
The standing committees of the Corporation, appointed by the President with the approval of the Board of Directors, shall be:
A. Finance Committee
B. Operating Committee
C. Membership Committee
D. Such other committees as the Board of Directors shall authorize.

Article IV.2 Chairmen of Committees.
A Director shall act as chairman of each of the standing committees provided the Treasurer is the chairman of the Finance Committee.

Article IV.3 Finance Committee.
(a) The Finance Committee shall consist of a chairman and at least two (2) members.
(b) The Finance Committee shall prepare financial studies on such projects as may be assigned to it by the Board of Directors and shall conduct all financing operations of the Corporation.
(c) The Finance Committee shall submit to the Board of Directors at least thirty (30) days before the end of each fiscal year, a budget containing provisions for all anticipated expenditures of the Corporation for the forthcoming fiscal year.

Article IV.4 Operating Committee.
(a) The Operating Committee shall consist of a chairman and at least two (2) members.
(b) The Operating Committee shall be responsible for:
(i) employing properly qualified employees at rates of pay to be set by the Board of Directors;
(ii) maintaining the condition of the pool and pool equipment and proper operation of the pool and pool equipment for the safety and general welfare of the membership;
(iii) submitting to the Board of Directors of all estimates for repairs to and maintenance of the Club facilities;
(iv) proposing rules governing the operation of the pool, including time of opening and closing, conduct of the membership while using the facilities of the Club, and the duties of employees;
(v) acting on all complaints affecting the employees;
(vi) acting on all violations of the rules of conduct in the use of the pool, reporting the same to the Board of Directors, together with recommendation of the action to be taken in each case; and
(vii) having required examinations made of the water in the pool and providing the results upon written request to the Operating Committee.

Article IV.5 Membership Committee.
(a) The Membership Committee shall consist of a chairman and at least two (2) members.
(b) The Membership Committee shall be responsible for reviewing all prospective members and shall submit its recommendations of the applications for membership to the Board of Directors for approval.

ARTICLE V MEMBERSHIP
Article V.1 Election of Members.
Members of the University City Swim Club shall be admitted pursuant to procedures established from time to time by the Board of Directors in accordance with the Membership Policy established from time to time by the Board of Directors.

Article V.2 Limit of Membership.
The Club membership shall be limited to four hundred fifty (450) members at any one time and shall consist of Class A members and Class B members. Class C members are not considered members for purposes of the limitation on Club membership. Membership is non-transferable.

Article V.3 Classes of Members.
(a) Class A members shall be limited to Charter members elected to membership who held loan certificates.
(b) Class B members shall be those elected for permanent membership to replace any retiring Class A members, or, at the discretion of the Board of Directors, may be elected to bring the membership to its full quota.
(c) Class C members shall be seasonal members who, at the discretion of the Board of Directors, are permitted to rent a membership of a Class A or Class B member who has not paid such member’s annual dues for such season under policies adopted by the Board of Directors.

Article V.4 Forfeiture.
Class A members and Class B members shall forfeit membership by reason of failure to pay dues. The Corporation shall have the power by act of its Board of Directors to cancel membership that is two or more years in arrears of the annual dues, provided however, any such member shall be entitled to withdraw any loan or membership fee advanced or paid to the Corporation.

Article V.5 Payment of Dues.
Except as otherwise determined by the Board of Directors, Club privileges shall be granted only if dues for the current year are paid when due. Privileges shall be reinstated only after payment of a reinstatement fee to be set by the Board of Directors.

Article V.6 Dues of Membership.
The dues of the membership shall be set annually by the Board of Directors. Dues shall be payable for the season on or before April 1st of each year unless otherwise determined by the Board of Directors.
Article V.7 Votes of Members.
Each Class A or Class B member family shall be entitled to one vote on the affairs and the elections of the Corporation. Class C members shall not be entitled to vote on any matter affecting the Corporation. Class A and Class B members who have rented out their membership to Class C members shall retain the right to vote at all meetings of the members. An adult of the family must be present at a properly called meeting to exercise the right to vote. If a member is delinquent with respect to any payments due to the Corporation, the member will not be entitled to any votes until the past due balance is paid in full.

Article V.8 Acceptance of Class B Members.
After the election of Class A members, Class B members may be accepted upon application approved by the Board, payment of a one-time joining fee, the amount of which will be determined by the Board of Directors but which shall not be less than three hundred ($300.00) dollars, plus any applicable taxes, after which said members shall be entitled to all rights and privileges of the University City Swim Club, subject to the policies of the Corporation and these Bylaws.

Article V.9 Class B Joining Fees.
The Class B one-time joining fee does not constitute any equity in the University City Swim Club. Should said members withdraw for any reason from the Club, their fees, less any applicable taxes, will be pro-rated over a five (5) year period at the rate of twenty percent (20%) per year, and any unearned fee shall be refunded to the withdrawing member.

Article V.10 Suspension or Exclusion from Membership.
The Corporation shall have power by act of its Board of Directors to exclude from membership any member who fails to comply with the reasonable and lawful requirements of the laws, rules and regulations duly made by the Corporation for the government of its members and their guests without liability for an accounting, but any such member shall be entitled to withdraw any loan advanced to the Corporation or any portion of the joining fee that is refundable pursuant to Section 5.9; provided, however, that action toward exclusion from membership shall not be taken until ten (10) days’ notice has been given the offending member to attend a hearing before the Board of Directors.

Article V.11 Membership Qualifications.
The Board of Directors may from time to time develop and revise a Membership Policy with respect to the means of determining the qualifications and the desirability of admitting applicants to membership as they may deem in the best interests of the Club.

Article V.12 Guests.
Members will be permitted to bring guests into the Club; the number of guests and the conditions under which they may be admitted, to be regulated by the Board of Directors.

ARTICLE VI MEETINGS
Article VI.1 Annual Meetings.
The Annual Meetings of the Corporation shall be held in each year at such times as the Board of Directors shall determine.

Article VI.2 Special Meetings.
Special meetings of the members may be called at any time by the President or the Board of Directors, or by the written request of no less than twenty (20) members to the Secretary.

Article VI.3 Place of Meetings.
Meetings of the members shall be held at such place or places in Philadelphia as the President or the Board of Directors may designate in the call for the meeting.

Article VI.4 Notice of Meetings.
Written notice (which shall be satisfied by electronic mail to an address supplied by a member for that purpose) of every Annual Meeting or Special Meeting of the Corporation shall be given, by or at the direction of the person or persons authorized to call the meeting, to each member of record entitled to vote at the meeting at least ten (10) days prior to the day named for the meeting unless a greater period of notice is required in another bylaw or by the Nonprofit Corporation Law.

Article VI.5 Voting.
The qualifications for voting at any meeting shall be as set forth in Article V of these Bylaws.

Article VI.6 Quorum.
A quorum of any meeting of the Club shall consist of twenty-five (25) members entitled to vote at the meeting, provided that all active members of the Corporation have been notified as prescribed in Section 6.4.

Article VI.7 Conduct of Meetings.
The active members entitled to vote present at a duly organized meeting can continue to do business until adjourned, notwithstanding the withdrawal of enough active members entitled to vote to leave less than a quorum. A duly called meeting shall not be organized for transaction of business unless a quorum is present.

Article VI.8 Adjournment.
If the meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided in these articles, adjourn the meeting to such time and place as they may determine; but in the case of any meeting called for the election of Directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in this Article, shall nevertheless constitute a quorum for the purpose of electing Directors. When a meeting is adjourned with the intent of reconvening within five (5) days it shall not be necessary to give any notice of the adjourned meeting or business to be transacted other than by announcement of the meeting at which such adjournment is taken. The Annual Meeting or any Special Meeting called for the election of Directors may be adjourned from day-to-day until such Directors have been elected.

Article VI.9 Challenge of Vote.
If at any meeting, the right of any person to vote is challenged, the presiding officer shall require the books or records of the Corporation to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be active members may vote.

Article VI.10 Proxy.
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Article VI.11 Conduct of Votes.
Where Directors or officers are to be elected by members, such election shall be taken by ballot. Otherwise, votes shall be taken by voice vote or show of hands, as directed by a majority of the members. In circumstances determined by the members or the Board of Directors prior to an election meeting, votes may be conducted by mail, electronic mail or facsimile.

ARTICLE VII DISSOLUTION OR LIQUIDATION OF CORPORATION
In the event of dissolution or liquidation of the Corporation, after payments of all debts and the liquidation of all liabilities, the assets of the Corporation shall be disposed as follows:
(a) There shall be a pro-rata distribution thereof among the holders of the outstanding loans certificates, if any, held by Class A members at the time of dissolution, to the maximum amount stated on the loan certificate, and such certificates shall thereupon be assigned to the Corporation and canceled.
(b) After retirement of the loan certificates, if any, the remaining assets shall be distributed among the Class B members, provided each Class B member does not receive assets in excess of the amount paid by each such Class B member for such member’s joining fee pursuant to Article V, Section 5.9. In the event that assets remain following such distribution to the Class B members, then these excess assets shall be assigned to local charities or non-profit community projects, as selected by the Board of Directors at the time of dissolution.

ARTICLE VIII AMENDMENTS TO BYLAWS
Amendments to these Bylaws or any portions thereof may only be made at an Annual Meeting or at any other regularly called meeting of the membership by a two-thirds vote of the voting members present, in person or by proxy, provided that the proposed amendment or amendments shall have been previously approved by the Board of Directors, or by ten (10) voting members in writing, and that notice (which shall be satisfied by electronic mail to an address supplied by a member for that purpose) of the proposed amendment, with a copy of the amendment, shall have been mailed to each member at least five (5) days before such meeting.

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