AMENDMENTS

Stonecrest Park Club

Amendments for Members

STONECREST PARK CLUB

AMENDMENTS

102 Ryan Road
Blakeslee, Pa. 18610

570-646-8726

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

thereto.

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
corporation.

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

consent

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

(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

board.

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

removed.

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

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

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

corporation.

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

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
1972.

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

NEW AND AMENDED BY-LAWS ADOPTED AT THE GENERAL MEETING SEPTEMBER 22, 1996

Please click the link below for By-laws

https://stonecrestpark.wixsite.com/mysite/by-laws-1

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