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Stonecrest Park Club

Amendments for Members



102 Ryan Road
Blakeslee, Pa. 18610


     Article 1- Offices

     1. The registered office of the corporation shall be at 1 Stonecrest Road, Blakeslee, PA. 186W.

          (Amended Aug. 39, 1992)


     2. The corporation, may also have offices at such other places as the Board of Directors may from time to time appoint   

         or the activities of the corporation shall require.

     Article II- Seal

     1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the   

        words "Corporate Seal, Pennsylvania."

     Article III- Members

     1. All property owners in the sub-division known as Stonecrest Park shall be members of the Stonecrest Park Club by   

        virtue of that ownership.

        (Amended Aug. 30, 1992)


     2. The Board of Directors may determine from time to time the amount of initiation fee if any, and annual dues and   

         assessments payable by the members.

         (Amended September 22, 1996)

     3. The Board of Directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a 

         member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly 

         constituted meeting, terminate the membership of a member-who becomes ineligible for membership, or suspend               or expel any member who shall be in default in the payment of any dues or assessments.


     4. Upon written request signed by a former member and filed with the Board Secretary, the Board of Directors may, by

         the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon   

         such terms as the Board of Directors may deem appropriate.


     5. Membership in the corporation is not transferable or assignable.

     Article IV- Meetings of Members

    1. Meetings of the members shall be held at the: Tunkhannock Township Municipal Building, Long Pond Rd., Long Pond,

        PA., or at such other place or places, either within or without the Commonwealth of Pennsylvania, as may from time to

        time be fixed by the Board of Directors.

        (Section amended September 22, 1996)

    2. The annual meeting of members shall be held during the month of June each year, when they shall elect a Board of

        Directors and the Directors shall then, elect the Officers at their own discretion and transact such other business as 

        may properly be brought before the meeting. If the annual meeting shall not be called and held within six months     

        after the designated time, any member may call such meeting.

        (Section amended July 25, 1987, and September 22, 1996).

    3. Special meetings of the members may be called at any time by the President, or the Board of Directors, or members

        entitled to cast ten percent (10%) of the votes which all members are entitled to cast at the particular meeting. At any

        time, upon the written request of any person who has called a special meeting, it shall be the duty of the Secretary to   

        fix the time of the meeting which will be held not more than sixty (60) days after the receipt of the request. If the

        Secretary shall neglect or refuse to fix the time of the meeting the person or persons calling the meeting may do so.     

        Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane


    4. Written notice of every meeting of the members, stating the time and place and object thereof, shall be given by, or at

        the direction of, the Secretary 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 by statute in a particular case. If the

        Secretary shall neglect or refuse to give notice of the meeting, the person or persons calling the meeting may do so. In

        the case of a special meeting, the notice shall specify the general nature of the business to be transacted.

    5. Persons authorized or required to give notice of a meeting of members may, in lieu of any written notice of a meeting

        of members required to be given, give notice of such meeting by causing notice of such meeting to be officially

        published. If eighty percent (80%) of the members of record within the territory of general circulation of the

        newspapers required for official publication the notice shall also be published in newspapers which have an aggregate

        territory or general circulation which includes the addresses of record of at least eighty percent (80%) of such,

        members of record.

    6. A meeting of members duly called shall not be organized for the transaction of business unless a quorum is present

        the presence in person, of those attending the meeting shall constitute a quorum for the conduct of business, except

        as may be otherwise provided by law or the Articles of Incorporation. The members present at a duly organized

        meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave

        less than a quorum. If a meeting cannot be organized because a quorum does not attend, those present may

        except as otherwise provided by statute, adjourn the meeting to such time and place, as they may determine, but in

        the case of any meeting called for the election of officers to the Board of Directors, those who attend the second of

        such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum, for the purpose of
        electing the officers to the Board of Directors. In the case of any meeting called for any other purpose, those who 

        attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum

        for the purpose of acting upon any resolution or other matter set forth in the notice of the meeting, if written notice of

        such second adjourned meeting, stating that those members who attend shall constitute a quorum for the purpose of

        acting upon such resolution or other matters, is. given to each member of record entitled to vote at such second

        adjourned meeting at least ten (10) days prior to the day named for the second adjourned meeting.

        (Section amended July 25, 1987)

     7. Any action which may be taken at a meeting of the members or of a. class of members 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

         who would be entitled to vote at a meeting for such purpose and shall be filed -with the Board Secretary of the

     8. Every member of the corporation, in good standing, shall he entitled to one (1) vote, per lot. A member is deemed to

         be in good standing if current in ail dues and regular or special assessments. No members shall sell his vote for

         money or anything of value. Upon request of a member, the books or records of membership shall be produced at

         any regular or special meeting of the corporation. If at any meeting the right of a member to vote is challenged, the

         presiding officer shall require such books or records 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 members entitled to vote may vote. The right of a

         member to vote, and his right, title and interest in or to the corporation or its property, shall cease on the termination

         of his membership.

         (Section amended July 25, 1987)

     9. Voting may be by ballot, mail or any reasonable means determined by the Board of Directors. Elections for .officers on

         the Board of Directors need not be by ballot except upon demand made by a member at the election and before the

         voting begins.

    10. In advance of any meeting of members, the Board of directors may appoint judges of election, who need not be

          members, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding

          officer of any such meeting may, and on the request of any member shall, make such appointment at the meeting.

          The number of judges shall be one (1) or three (3). No person who is a candidate for office, or his or her family

          members shall act as a judge.

     Article V- Directors

     1. The business and affairs of this corporation shall be managed by its Board of Directors, who shall number no less   

         than three (3) or more than seven (7), who shall be natural persons of full age and who need to be a resident of this '

         Commonwealth, and also shall be members of this corporation. The directors shall be elected by the members at the

         annual meeting for a term of two (2) years.

         (Amended Aug. 30, 1992)

      2. In addition to the powers and authorities by these By-laws expressly conferred upon them, the Board of Directors

          may exercise all such powers of the corporation and do all such lawful acts and things as are not by statue or by the

          Articles or by these By­ laws directed or required to be exercised or done by the members.


      3. The meetings of the Board of Directors may be held at such times and at such place or places within the   

          Commonwealth, or elsewhere, as a majority of the directors may from time to time appoint, or as may he designated

          in the notice coiling the meeting.

      4. Written or personal notice of every meeting of the Board of Directors shall be given to each director at least seven (7)            days prior to the day named for the meeting. 


      5. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business and the

          acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board   

          of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting, if a   


          or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed

          with the Secretary of the Corporation.

      6. The Board of Directors may, by resolution adopted by a majority of the directors in office, establish one or more

          committees to consist of one or more directors of the corporation. Any such committee, to the extent provided in the

          resolution of the Board of Directors or in the By-laws, shall have and may exercise all of the powers and authority of              the Board of Directors, except that no such committee shall have any power or authority as to the following:


          (A) The submission to members of any action retired by statute is to be submitted to the members for their approved.

          (B) The filling of vacancies in the Board of Directors

          (C) The adoption, amendment or repeal of any by-law.

          (D) The amendment or repeal of any resolution of the Board.

          (E) Action on matters committed by the by-law or resolution of the Board #f Directors to another committee of the     



      7. The board may designate one or more directors as alternate members of any

          committee, who may replace any absent or disqualified member at any meeting of the community. In the absence or

          disqualification of a member on a committee, the member or members thereof present at any meeting and not         

          disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director

          to act at the meeting in the place of any such absent or disqualified member. Each committee of the board shall serve

          at the pleasure of the Board of Directors.

      8. The Board of Directors shall have the authority to fix the compensation of directors and officers for their services as 

          such, and a director may also be a salaried officer of the corporation.

          (Amended September 22, 1996)

      9. The entire Board of Directors, or a class of the board, where the Board is classified with respect to the power to select

          directors, or any individual director, maybe removed from office without assigning any cause by the vote of members

          entitled to cast at least a -majority of votes -which all members present would lie entitled to cast at any annual or

          other regular election of the directors or such class of directors. In case the board or such a class of the board or any

          one or more directors are so removed, new directors may be sleeted at the same meeting. If members are entitled to 

          vote, cumulatively for the Board or a. class of the Board , no individual director shall be removed unless the entire

          Board or class of the Board is removed in case sufficient votes are cast against the resolution for his or her removal, 

          which, if cumulatively voted at an annual or other regular election ofdirect0rsf would be sufficient to elect one or     

          more directors to the Board or to the doss.

   10. The Board of Directors may declare, vacant the office of a director if he is declared of unsound mind by an order of   

          the court or is convicted of a felony, or if within sixty (60) days after notice of his selection, he does not accept such 

          office either in writing or by attending a meeting of the Board &f Directors, and fulfill such other requirements of 

          qualification as the by-law may specify.

Article VI- Officers

     1. The executive officers of the corporation shall be chosen by the Board of Directors, and shall be a President, Vice

         President, Secretary, Treasurer and such other officers and assistant officers the needs of the corporation, may

         require. The President and Secretary shall be natural persons of full age along -with the Vice-President. The: Treasurer,

         however, may be a Corporation, but if a natural person, shall be of full age. They shall hold their offices for a term of

         two (2) years and shall have such authority and shall perform such duties as are provided by the by-law and as shall

         from time to time be prescribed by the Board of Directors. It shall not be necessary for the officers to be directors and

         any number of offices may be held by the same person. The Board of Directors may secure the fidelity of any or all

         such officers by bond or otherwise.

     2. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the

         corporation will be served thereby, but such removal will be without prejudice to the contract rights of any person so


     3. The President will be the chief executive officer of the corporation. He shall preside at all meetings of the members

         and directors; he shall have general and active management of the affairs of the corporation; shall see that all orders

         and resolutions of the Board are carried into effect, subject, however, to the right of the directors to

         delegate any specific powers, except such as may be by statute exclusively conferred on t&£ president, to any other

         officer or officers of the corporation. He shall execute bonds, mortgages and other documents requiring a seal, under

         the seal of the corporation. He shall be EX-OFFICIO a member of all committees and shall have the general powers

         and duties of supervision and management usually vested in the office of President.

     4. The Vice President shall act in all cases for and as the President in the latter’s absence or incapacity, and shall perform

         such other duties as he may be required to do from time to time as designated by the President.


     5. The Secretary shall attend all sessions of the Board and all meetings of the members and act as cleric thereof, and 

         record all the votes of the corporation and take minutes of all its transactions in a book to be kept for that purpose,               and shall perform like duties for all committees, of the Board of Directors, when, required. He shall give, or cause to 

         be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as

         may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. He or she shall

         keep in safe custody the corporate seal of the corporation, and when, authorized by the Board, affix the same to any 

         instrument requiring it.

     6. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of 

         receipts and disbursements m books belonging to the corporation, and shall keep the moneys of the corporation in a

         separate account to the. credit of the corporation, He shall disburse the funds of the carp-oration as may he

         ordered by the Board, taking proper vouchers for such disbursements {aid shall render to the President and directors

         at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer

         and of the financial condition of the corporation. All disbursements of the corporation shall require two (2) signatures,

         one of whom shall be the Treasurer, the other may be any member of the Board of Directors.

         (Section amended July 25,1987)

Article VII- Vacancies

  1. If the office of any officer or agent, one or more, becomes vacant for any reason,the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

   2. Vacancies in the Board of Directors including vacancies resulting from an increase in the number of directors, shall be

       filled by a majority of the remaining members of the Board, though less than a quorum, and each person so elected

       shall be a director until his successor is elected by the members, who may make such election at the next annual

       meeting of the members, or at any special meeting duly called for that purpose and held prior thereto.


Article VIII - Books and Records

    1. The corporation, shall keep an. original or duplicate record of the: proceedings of the members and the directors, the

        original or a copy of its by-law, including all amendments thereto to date, certified by the Secretary of the corporation) 

        and an original or a. duplicate membership register, giving the navies of the members and showing their respective 

        addresses and the doss 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.   

    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 of business, for arty proper purpose, the membership register, books

        and records of account, and records of the proceedings of the members and directors, 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.

Article IX-Members

  1. There shall be two (2) classes of membership with regards to dues. Class A members will be those lots without buildings on them. Class B members will be those lots with buildings. The Board of Directors shall assess dues differently for each class- This differentiation may or may not apply to special assessments.                                      (Section amended July 25, 1987)

   2. Each property owner by acceptance of a deed thereof, whether or not it shall be so expressed in such deed, hereinafter

       deemed to covenant, and agree to pay to the Association such General, Regular or Special Assessments as well as any

       other improvement levies as are established by the Board of Directors and shall be paid in

       the manner set forth herein.

Article X- Transaction of Business

  1. The corporation will make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real 

      property, unless authorized by a vote of two-thirds of the members in office of the Beard of Directors, except that

      whenever there are twenty-one or iftore Directors, the vote of the majority of the members in office shall be sufficient

      Unless otherwise restricted in these by-laws, no vote or consent of the members shall be required to make effective

      such action by the Board, If the real property is subject to a trust the conveyance away shall be free of trust and the

      trust shall be impinged upon, the proceeds of such conveyance.

  2. Whenever the lawful activities of the corporation, involve among other things the charging of fees or prices for its

      services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All

      such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and

      in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the


Article XI - Annual Report

  1. The Board Of Directors shall present annually to the members a, report, verified by the. President and Treasurer or by a        majority of the Directors, showing- in appropriate detail the following:

      (A) The assets and liabilities, Including the trust funds, of the corporation as of the end of the fiscal year immediately                    preceding the date of the report

      (B) The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date 

            of the report

      (C) The revenue or receipts of the corporation, both unrestricted, and restricted to particular purposes, for the year

            immediately preceding the date of the report, including separate data with respect to each trust fund held by or for

            the corporation.

      (D) The expenses or disbursements of the corporation, for both general and restricted purposes, during the year

            immediately preceding the daie of the report, including separate data with respect to each trust fund held by or for                the corporation.

      (E) The number of members of the corporation as of the date of the report, together •with a statement of increase, or     

           decrease in such number during the year immediately preceding the date of the report, and a statement of the place

           where the names and addresses of the current members may be found. 


           This report shall be filed with the minutes of the meeting of members.

Article XII-Notices

  1. Whenever written notice is required to be given to any person it may be given to such person, either personally or by   

       sending a copy thereof by first class mail, postage prepaid or by telegram, charges prepaid, to his or her address 

       appearing on the books of the corporation, or, in the case of the Directors, supplied by him to the corporation for the   

       purpose of notice. If the notice is sent by mail or telegraph, it shall be deemed to have, been given to the person

       entitled thereto when, deposited in the United States mail or with a telegraph office for transmission to suck person. A

       notice of any meeting shall specify the place, day and hour of the meeting and any other information required by

       statute or these by- laws. When a special meeting is adjourned it shall not be necessary to give any notice of the

       adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the

       meeting at such adjournment is taken.

    2. Whenever any written notice Is required to be given under the provisions of the statute or Articles or by-laws of this

        corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or

        after the time stated therein, shall be deemed equivalent to the giving of such notice. Excepts as otherwise required by

        statute, neither the business to be transacted at nor the purpose of a. meeting need be specified in the waiver on

        notice, of such meeting. In the case of a. special meeting of members such waiver of notice shall specify the general

        nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of

        such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the

        meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Article XIII- Miscellaneous Provisions

   1.  The fiscal year of the Corporation shall begin on the first (1st) day of June.


   2. One or more persons may participate in a meeting of the Board of Directors or of the members by means of   

       conference telephone or similar communications equipment by means of which alt persons participating in (he

       meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person

       at such meeting.

   3. So long as the corporation shall continue to be organized on a non stock basis, the Board of Directors shall have the

       authority to provide for the members to make capital contributions in such amounts and upon such terms as fixed by

       the Directors in accordance with the provisions of section 7541 of the Non Profit Corporation law of

   4. The Board of Directors, by resolution, may authorize the corporation to accept subventions from members or

       nonmembers on terms and conditions not inconsistent with the provisions of section 7542 of the Non Profit

       Corporation Law of 1972, and to issue certificates therefore.

Article XIV- Amendments

   7. By-Laws may be adopted, amended or repealed by the vote of members entitled to cast at least a majority of the votes         which all members present are entitled to cast thereon at any regular or special meeting duly convened after notice to         the members of that purpose.


       Certified to be a true and accurate copy of the Stonecrest Park Club By-Laws as approved and amended at the General         Meeting, July 25.1987 and additionally amended on August 30,1992 and additionally amended September 22,1996.

       Secretary of the Corporation


       Please click the link below for By-laws

Accepted by a majority vote of the Board of Directors at our December 2010 meeting.

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