The Undine Barge Club of Philadelphia
Instituted May 9th, 1856
Incorporated June 12th, 1871
The Undine Barge Club of Philadelphia
SECTION 1. The registered office of the corporation shall be as stated in the Articles of Incorporation or at such other location to which the registered office shall be changed by action of the Executive Committee.
SECTION 2. The corporation may also have offices at such other place as the Executive Committee may from time to time appoint or the activities of the corporation may require.
SECTION 1. Membership in the Undine Barge Club shall be to open all rowers, without regard to race, creed, color, gender or national origin.
SECTION 2. Classes
The Club shall consist of eight classes of members: Junior, Intermediate, Senior, Active, Honorary, Life, Non Resident and Inactive. The voting membership shall be referred to as the Club.
This roll shall consist of members under twenty-one years of age. They shall not have any vote or hold any office, except Junior Lieutenant. Junior members shall pay a fixed annual contribution in lieu of all other dues and assessments.
This roll shall consist of members twenty-one years of age and over, up to their twenty-fifth birthdays. Intermediate members shall not have any vote or hold any office except Senior and Junior Lieutenant.
This roll shall consist of members twenty-five years of age or over. Senior members shall not have any vote or hold any office except Senior and Junior Lieutenant
A nominee for active membership shall be eligible as such only after serving as an Intermediate or Senior member for five years. No applications will be considered unless accompanied by the entrance fee as provided in ARTICLE VI, Section 1. Active members shall be elected to membership by the Active members. Four “no” votes will reject the nominee. Active members may hold any elective office and have the authority to vote on all By-Laws, dues and issues presented to the membership.
Active members who have rendered long service in an elective or appointed position, or who have won a considerable number of races or who have in any other way rendered a distinct service to the Club and who have performed all things required by the Charter and By-Laws may be elected Honorary members by the membership at a Stated Meeting. Honorary members shall not have any vote or hold any office and shall be exempt from all dues and assessments.
This roll of membership shall be limited to ten members, all of whom must have been Active members for at least ten years. New members can only be elected upon the death, resignation or expulsion of one of the old members. In order to be elected a Life member, one must be voted unanimously, by the membership present, at one of the Stated Meetings of the Club. Life members shall continue to have the privileges of Active members.
Non-resident status shall be available to any member who resides “outside of Philadelphia and its neighborhood”. This shall be defined as 50 miles from Philadelphia. Non-resident members shall have neither use of nor access to the boathouse with the exception of launching and locker room use during major regattas. This use shall be limited to 4 times per year.
Any member from one of the other classes, not intending to use any of the facilities of the Club, upon notification in writing thereof to the Secretary, shall be eligible for Inactive membership. Inactive members shall have no voting or other rights.
SECTION 3. Propositions.
All propositions for membership shall be made upon a form adopted by the Elective Committee, and sent to the Treasurer, together with a deposit, the amount of which shall be determined from time to time by the Elective Committee. The Treasurer will forward all propositions to the Elective Committee, to be acted upon as provided in Article V Section 6. Elections to membership are for a period of not less than the end of the current calendar year, and a holding over after the first of the next year constitutes a renewal of membership for that entire year, and so on from year to year; the Club reserving the right, however, to terminate Junior, Intermediate, Senior and Non-Resident memberships at any time.
SECTION 4. Resignations.
Resignations of any form of membership must be made in writing to the Secretary. Resignations shall not go into effect until the close of the calendar year in which they are tendered. Before a resignation may be accepted, all indebtedness to the Club must have been paid and all the obligations required by the Charter and By-Laws performed by the resigning member.
SECTION 1. Stated Meetings.
Stated Meetings of the members shall be held in December, June and October, at such date, hour and place as the Executive Committee shall designate. Sufficient notice of Stated Meetings shall be provided in writing to all eligible voting members.
SECTION 2. Special Meetings.
Special Meetings of the members may be called by the President when he deems necessary, or shall be called by him upon written application of two members, specifying the purpose for which such Special Meeting is desired. The notice for a Special Meeting shall state its object and no business shall be transacted other than that for which the meeting is called.
SECTION 3. Quorum.
The presence of ten Active members shall constitute a quorum for the transaction of business. Less than a quorum may adjourn to a fixed time. The acts of a majority of the members present at a meeting at which a quorum is present shall be the act of all of the members except as may be otherwise specifically provided by statute. Any action which may be taken at a meeting of the members eligible to vote may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all the members entitled to vote at a meeting for such purpose, and shall be filed with the Secretary of the corporation.
SECTION 4. Order of Business.
The order of business at a Stated Meeting shall be as follows:
2. Reading minutes of previous meeting.
4. Reports of officers.
5. Reports of committees.
6. Nomination or election of officers.
7. Election of members
8. Unfinished business.
9. New business.
This order may be dispensed with at any meeting at the discretion of the President.
SECTION 1. Officers.
The executive officers of the corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, a Captain, a Senior Lieutenant, a Junior Lieutenant, and a Log Keeper.
SECTION 2. Nomination and election.
The officers shall be nominated at the Stated Meeting in October of each year and a list thereof sent to each voting member. They shall be elected by ballot at the Stated Meeting in December. A majority of the votes cast shall be necessary to elect. They shall enter upon their duties immediately after the meeting at which they have been elected. Vacancies occurring during the year may be filled at any meeting by a majority of those members present and entitled to vote.
SECTION 3. President.
The President shall be the chief executive officer of the corporation; he shall preside at all meetings, decide all questions arising under the By-Laws, subject to an appeal to the Club by three members, which appeal to be sustained, must be concurred in by a two-thirds vote of the members present. The President shall appoint all committees, except Standing Committees and shall be an ex-officio member of all Standing Committees.
SECTION 4. Vice-President.
In case of the absence, death, resignation or inability of the President to act, the Vice-President shall act until the vacancy is filled or the disability removed.
SECTION 5. Secretary.
The Secretary shall attend all meetings of the Club and keep correct minutes of their proceedings, notify members of their election, Committees of their appointment, and generally perform all other duties required by the By-Laws and resolutions of the Club pertaining to his office. The Secretary shall, upon receipt of proposals for membership, forward them to the Chairman of the Elective Committee; shall acknowledge the receipt of all gifts to the Club; shall request return of keys and of any additional Club property in the event of termination of memberships. He shall be ex-officio a member of the Elective Committee.
SECTION 6. Treasurer.
The Treasurer shall take charge of all funds belonging to the Club, open a bank account for Club funds, charge and collect dues, contributions and assessments. He shall make payments of all budgeted items upon presentation of bills. Unbudgeted items may be paid only upon consultation with members of the Executive Committee. The Treasurer shall, with the advice of the Finance Committee, invest the Club’s funds in suitable instruments. He shall, at all times, be ready to exhibit his books, and at the Stated Meeting in January he shall present a complete financial report for the preceding year to the membership. Upon leaving his office he shall deliver to his successor all the funds, books, papers, etc. in his hands belonging to the Club.
SECTION 7. Captain.
The Captain shall have entire control of the discipline of the Club. He shall maintain order in the boats and the boathouse and enforce obedience to the By-Laws and rules of the Club. He shall upon all occasions, command the boats of the Club and be in charge of all racing activities, in concert with the coach. He shall have the authority to make and enforce rules for the use of the boathouse and all rowing equipment. The Captain shall be ex-officio a member of the Fairmount Committee. In the absence of both the President and Vice-President, he shall perform all the duties appertaining to the office of President. He shall be ex-officio a member of the Elective Committee.
SECTION 8. Lieutenants.
In the absence of the Captain, all duties and responsibilities of his office shall fall to the Senior Lieutenant, and in the absence of both, to the Junior Lieutenant. The Lieutenants shall perform such duties as may be assigned them by the Captain. In the absence of all the above officers, the senior Active member present shall act as Captain.
SECTION 1. Standing Committees.
The Standing Committees shall be the Elective Committee, the Executive Committee, the Fairmount Committee, the Finance Committee and the Ringstetten Committee.
SECTION 2. Nomination and Election.
Members of these Committees shall be nominated at the Stated Meeting in October of each year and a list thereof sent to all Active members. They shall be elected by ballot at the Stated Meeting in December. A majority of the votes cast shall be necessary to elect.
Members of the Standing Committees shall enter upon their duties immediately after the meeting at which they had been elected. Vacancies occurring during the year may be filled by appointment of the President.
SECTION 3. Executive Committee.
The Executive Committee shall constitute the Board of Directors of the corporation. It shall consist of all elected officers and Chairmen of the Fairmount, Finance, Elective and Ringstetten Committees who are Active or Life members, and shall attend all Stated Meetings and shall meet at least five times a year, as scheduled by the President.
The purpose of the Executive Committee is to assist the President in operation of the Club. Before the December meeting the Committee will consider a Budget, prepared by the Finance Committee, for the ensuing year and present it to the Club for approval. In addition to the powers and authorities expressly conferred on them by these By-Laws, the Executive Committee may exercise all powers of the corporation and do all such lawful acts and things as are by statute, Articles of Incorporation or these By-Laws permitted to be exercised or done by the Board of Directors of the Corporation and are not directed or required to be exercised or done by any other body.
A majority of the members of the Executive Committee shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the acts of the Executive Committee. Any action which may be taken at a meeting of the Committee may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the members of the Committee and shall be filed with the Secretary of the corporation.
A member of the Executive Committee shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless he has breached the standards set forth in Title 42, Chapter 83, Section 8363 of the Pennsylvania Consolidated Statutes relating to performance of a director’s duties and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The foregoing limitation of liability shall be retroactive to the fullest extent permitted by law. This exemption from liability shall not apply to the responsibility or liability of a member of the Executive Committee for the payment of taxes pursuant to local, State or Federal law. If the Pennsylvania Consolidated Statutes are hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a member of the Executive Committee, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Pennsylvania Consolidated Statutes. Any repeal or modification of this Section shall be perspective only, and shall not adversely affect any limitation on the personal liability of a member of the Executive Committee existing at the time of such appeal or modification.
SECTION 4. Fairmount Committee.
The Fairmount Committee shall consist of not less than three members, or more than five members and shall have control of all property of the Club at Fairmount. It shall make the rules and regulations for the physical condition of the house as it deems proper. It shall keep the property in good order and repair.
SECTION 5. Finance Committee.
The Finance Committee shall consist of not less than three members or more than five members, and shall have the supervision of the finances of the Club, and shall prepare the annual budget for submission to the Executive Committee. No non-budgeted expenditure shall be incurred by any officer or Committee without the approval of the Finance Committee. The Treasurer shall be ex-officio a member of this committee.
SECTION 6. Elective Committee.
The Elective Committee shall consist of nine members, in addition to the Secretary and the Captain who shall be ex-officio. It shall consider proposals for all forms of membership. It shall have charge of the election of all members. It shall consider the eligibility of candidates for Active membership. It shall report its action promptly to the Secretary. A quorum of this Committee shall consist of five members.
SECTION 7. Ringstetten Committee.
The Ringstetten Committee shall consist of five members and shall have charge and control of all property of the Club at Ringstetten. It shall make such rules and regulations for the government of the house and grounds as it deems proper, subject to the approval of the Club. It shall make no alterations or improvements without previously having obtained the approval of the Executive Committee.
SECTION 8. Auditing Committee.
The Auditing Committee shall be appointed by the President prior to November 1 of each year. It shall consist of three members. The Committee’s duty shall be to audit the Treasurer’s records.
SECTION 9. Nominating Committee.
A Nominating Committee shall be appointed by the President prior to October 1 of each year. It shall consist of three members. A member of the Nominating Committee may stand for office, but he may not nominate himself, nor participate in committee deliberations for that office. The Committee’s duty shall be to nominate candidates for officers, committees and Schuylkill Navy representatives at the Stated Meeting in October. Furthermore, full opportunity shall be accorded all eligible Active and Life members to make nominations, from the floor at the October Stated Meeting.
FEES, DUES AND ASSESSMENTS
SECTION 1. Fees and Dues.
All members except Honorary and Life members shall pay to the Treasurer for the use of the Club such entrance fee, annual dues, boat storage and locker fees as shall be recommended by the Finance Committee and approved by the membership at the Stated Meeting in December of each year. Dues of members shall be payable annually in advance on the first day of February in each year or at such time as the Executive Committee may decide. All fees for entrance into the Active Roll shall be placed in the Harry Mount Permanent Endowment Fund. All persons joining the Active Roll shall pay an entrance fee of two hundred dollars ($200). Former Active members may be re-elected without the payment of another entrance fee. The annual dues of all Members Classes shall be determined by the Finance Committee and approved by the voting membership.
Dues will be paid by March 15. The names of any member delinquent in dues payment will be posted at the boathouse. These members will be denied keys and use of the boathouse and equipment until payment is made.
SECTION 2. Billing.
When a candidate shall have been elected to the Club, the Treasurer shall render to him a statement for the dues owed for the balance of the year. If the same is not paid within thirty days he shall forfeit any and all rights conferred by such election and the same shall be considered null and void. A copy of this election shall be sent with the Treasurer’s statement as herein provided.
SECTION 3. Posting.
When the dues of a member shall remain unpaid after March his name shall be posed as a delinquent upon the Bulletin Board the boathouse and he will not be entitled to use the boats or other facilities of the Club. If the indebtedness be not paid within one month thereafter he shall be dropped as a member, unless in the judgment of the Executive Committee other action is desirable.
SECTION 4. Life Membership.
The fee for becoming a Life member shall be the lump sum payment of six hundred dollars ($600), with no additional dues thereafter.
The Life Membership fees shall never, under any circumstances, be used for current expenses of the Club, but shall be placed in the Harry Mount Permanent Endowment Fund.
SECTION 5. Assessments.
A two-thirds vote of the members present at any Stated Meeting, or at a Special Meeting called for that purpose, shall be necessary to impose any additional assessment.
SECTION 6. Harry Mount Fund.
The Harry Mount Fund is a permanent endowment fund for the long-term benefit of the Undine Barge Club. The Fund may only be used in extraordinary circumstances as determined by the Finance Committee. In no case shall the Fund be divided or distributed in any manner whatsoever among the members or officers of the corporation. The Fund may be dissolved only upon the cessation of the Undine Barge Club as a legal entity.
There is to be a committee of three members, nominated by the Finance Committee and approved by the Active membership, to oversee the investment of the Mount Fund
BOOKS AND RECORDS
SECTION 1. The corporation shall keep an original or duplicate record of the proceedings of the members and the committees, the original or a copy of its By-Laws, including all amendments thereto to date, certified by the Secretary of the corporation, and an original or duplicate membership register giving the names of the members, and showing their respective addresses and other details of the membership of each. The corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated.
SECTION 2. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business, for any proper purpose, the membership register, books and records of account, and records of the proceedings of the members and the committees, and to make copies or extracts there from. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.
SECTION 1. Violations.
Upon complaint to the Elective Committee from any member of violation by any other member of any of these rules or of the behavior unbecoming a member in general, the Committee shall hear all parties concerned and recommend such action, including dismissal of the complaint, suspension or expulsion of the member, or other appropriate action as it shall see fit. Suspension for more than one month shall require approval of the Executive Committee. Expulsion shall require a two-thirds vote of the members at a Stated Meeting.
CAPITAL INDEBTEDNESS OR DISPOSAL OP REAL ESTATE
SECTION 1. Should it at any time be proposed to increase the capital indebtedness of the Club or dispose of any real estate holdings of the Club for any purpose whatsoever the procedure shall be as follows:
A. A written proposal shall first be submitted at a Stated Meeting or Special Meeting of the Club membership. Said proposal shall be posted on the Bulletin Boards of both Fairmount and Ringstetten for a period of not less than 30 days and a special letter shall be sent the entire Active and Life membership giving a summary of the proposal and the reasons for making the proposal.
B. Secret vote shall be taken at a Stated or Special Meeting of the Club to be held not less than 30 days after the proposal was made, and before the proposal can be adopted there must actually be a favorable vote of two-thirds of the entire Life and Active membership of the Club who are in good standing on the books of the Club and who are entitled to vote.
SECTION 2. If real property to be conveyed pursuant to this Article IX is subject to a trust the conveyance shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.
INDEMNIFICATION AND INSURANCE
SECTION 1. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding (hereinafter a “proceeding”), whether civil, criminal, administrative or investigative, including, without limitation, an action or suit by or in the right of the corporation, by reason of the fact that he, or a person of whom he is a legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as director or officer or in any other capacity, shall be indemnified and held harmless by the corporation to the fullest extent and manner authorized or permitted by the laws of the Commonwealth of Pennsylvania, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, penalties, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his heirs, executors and administrators; provided, however that except as provided in Section 4 hereof, the corporation shall indemnify any person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Executive Committee. The right to indemnification conferred in this Article shall be a contract right and each person to whom this right of indemnification applies shall be a third party beneficiary of such right and shall be entitled to enforce against the corporation all indemnification and other rights granted to such person by this Article. Such right shall include the right to be paid by the corporation the expenses incurred in any such proceeding in advance of its disposition; provided, however that if the laws of the Commonwealth of Pennsylvania require, the payment of such expenses incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The corporation may, by action of the Executive Committee, provide indemnification to employees, agents, fiduciaries and other representatives of the corporation or to any person who is or was serving at the request of the corporation as an employee, agent, fiduciary or other representative of another corporation or of a partnership, joint venture, trust or other enterprise, with the same or lesser scope and effect as set forth herein and in the other sections of this Article. If and to the extent that the laws of the Commonwealth of Pennsylvania require that indemnification be provided in a given instance only if the person acted in good faith and in a manner he reasonably believed to be in, and not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful, then termination of any 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 reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, that he had a reason to believe that his conduct was unlawful. Termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself be a determination by a court that the act or failure to act giving rise to a claim for indemnification constituted willful misconduct or recklessness.
SECTION 2. Indemnification under Section 1 above shall be made by the corporation unless a determination is reasonably and promptly made that indemnification of a director or officer is not proper in the circumstances because of grounds for denying indemnification under this Article or under applicable law. Such determination may be made only (i) by the Executive Committee by a majority vote of a quorum consisting of members of the Committee who were not parties to such proceeding (“disinterested members”), or (ii) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested members so directs, by independent legal counsel in a written opinion, or (iii) by the members of the corporation.
SECTION 3. Notwithstanding any other provision of this Article, to the extent that a director or officer of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 1 above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
SECTION 4. If a claim under Section 1 of this Article is not paid in full by the corporation within thirty, days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the laws of the Commonwealth of Pennsylvania for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including the Executive Committee or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the laws of the Commonwealth of Pennsylvania, nor an actual determination by the corporation (including the Executive Committee or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
SECTION 5. The rights to indemnification and the payment of expenses incurred in a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, By-Laws, agreement, vote of disinterested members or otherwise.
SECTION 6. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, agent, fiduciary or representative of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the laws of the Commonwealth of Pennsylvania.
SECTION 7. This Article may be hereafter amended or repealed; Provided, however that no amendment or repeal shall reduce, terminate or otherwise adversely affect the right of a person who is or was a director or officer to obtain indemnification or advancement of expenses with respect to a proceeding that pertains to or arises out of actions or omissions that occur prior to the effective date of such amendment or repeal, which date cannot be retroactive.
Amendments of these By-Laws shall be presented in writing, either at a Stated or a Special Meeting called for that purpose, posted upon the Bulletin Boards of both houses for a period of not less than thirty days, and acted upon at the next or any subsequent Stated Meeting, or at a Special Meeting called for that purpose. A two-thirds vote of the members present shall be necessary for the adoption of such amendments.