UNIVERSITY CITY SWIM CLUB
AMENDED AND RESTATED BYLAWS
Adopted September 2026

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 (the “Club” or “Corporation”).

Article I.2 Principal Office.
The principal office 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 Membership Accounts and Members, Renters, their immediate families and guests, and Seasonal Guests (each as defined in this Article 1,3(b) or hereafter in Article V) safe and clean swimming and recreational facilities. For the purposes of these Bylaws, a “Membership Account” shall mean the membership interest in the Corporation issued by the Board of Directors. Each Membership Account may include one or more individuals admitted by the Board of Directors to membership in the Corporation and shall be entitled to use the Club pursuant to these Bylaws and any policies or procedures adopted by the Board of Directors. The holders of a Membership Account shall be referred to in these Bylaws as “Members”.
(c) Maintain a club for civic and social enjoyments of a moral, educational and legal nature.

ARTICLE II GOVERNMENT OF THE CORPORATION
Article II.1 Board of Directors.
A Board of Directors, elected by the Membership Accounts, 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; provided, however, that no Director shall be eligible to serve more than nine (9) consecutive years. 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. Notwithstanding the foregoing, any Director who, as of the date of adoption of this provision, has served nine (9) or more consecutive years and whose term expired at the annual meeting at which this provision was adopted shall be eligible for election to one (1) additional three-year term, after which such Director shall be ineligible for further election to the Board for a consecutive term. Any Director serving an existing term as of the date of adoption of this provision shall be permitted to complete that term, regardless of the number of consecutive years previously served, but shall thereafter be ineligible for election to another consecutive term if such Director has served nine (9) or more consecutive years. 

Article II.4 Eligibility.
Only Membership Accounts entitled 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 Directors, Membership Accounts entitled to vote at a meeting of the Members, or a Nominating Committee which may be appointed by the Board of Directors. The notices of the annual meetings sent to the Membership Accounts entitled 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) Membership Accounts entitled 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 Membership Accounts entitled 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 Board Service.

Directors shall serve without compensation and shall receive no salary, stipend, or other payment for their service as Directors. However, as a benefit of Board service, each Director shall be entitled to a waiver of the Director’s annual individual seasonal dues for each membership year during which the Director serves on the Board. A Director shall be entitled to no more than one individual seasonal dues waiver for any membership year. The individual seasonal dues waiver is personal to the Director, is not transferable, and has no cash value. A Director who serves for less than a full membership year shall be eligible for a full or partial dues waiver as determined by the Board of 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 Membership Accounts of the Club, 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. Furthermore, the Board of Directors shall be responsible for, or authorize its employees, professionals, agents and consultants of the Club, to be responsible for: (i) employing properly qualified employees; (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 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 Board of Directors.

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 Membership Account entitled 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 by such individual seeking indemnification.
(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 Accounts 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. For purposes of these Bylaws and the Conflict of Interest Policy, a “Conflict of Interest” exists whenever a Director, officer or employee of the Corporation has a direct or indirect financial, personal, professional, or other interest that could reasonably be expected to impair, or appear to impair, the Director’s, officer’s or employee’s independent and objective judgment in acting in the best interests of the Club. A Conflict of Interest includes any situation in which a Director, officer or employee, or a member of such Director’s, officer’s or employee’s immediate family, may receive a financial or other material benefit from a decision or action of the Board that is not shared generally by the membership of the Club.

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 Members 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 an ex-officio 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 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 Members or Board of Directors as may be requested. The Treasurer shall prepare financial projections from time to time, which the Board of Directors shall review and approve by majority vote. Furthermore, the Treasurer 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.
(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 Account record containing the name and address of each Membership Account and the designated contact person(s), and in any case where a Membership Account has been terminated, facts as to reasons for termination shall be recorded in the records together with the date on which such Membership Account ceased.
(g) 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.
(h) 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 Committees.
The President may appoint certain committees of the Corporation from time to time, with the approval of the Board of Directors.

ARTICLE V MEMBERSHIP
Article V.1 Admission of Membership Accounts.
The Board of Directors shall admit Membership Accounts to the Corporation pursuant to procedures established from time to time by the Board of Directors. 

Article V.2 Capacity Limit.
The total number of individuals entitled to use the Club under all categories of membership and seasonal privileges shall not exceed one thousand eight hundred (1,800) individuals (or such other maximum occupancy as may be permitted by the Club’s certificate of occupancy or applicable law).  Membership and seasonal privileges in the Club are non-transferable except as permitted herein. The Board of Directors shall determine the allocation of the Club’s permitted occupancy among Membership Accounts, Renters, Seasonal Guests (each as defined herein), and any other categories of authorized users established by the Board.

Article V.3 Membership Accounts, Renters and Seasonal Guests.
(a) Members. The holder(s) of a Membership Account admitted by the Board are referred to in these Bylaws as “Members”. Members shall possess all rights of membership, including one voting right per Membership Account as provided in these Bylaws. The rights of a Membership Account shall be exercised by an adult Member of such Membership Account designated in the Club’s records or as otherwise authorized.
(b) Renters. “Renters” shall be seasonal individuals or families who, at the discretion of the Board of Directors, are permitted to rent seasonal access to the Club pursuant to these Bylaws and any procedures established from time to time by the Board of Directors. Renters shall enjoy such privileges as are established by the Board but shall not be Members of the Club and shall not possess voting rights.
(c) Seasonal Guests. The Board of Directors may permit Membership Accounts and Renters to designate “Seasonal Guests” under policies established by the Board. Seasonal Guests shall enjoy such privileges as established by the Board but shall not be Members of the Club and shall not possess voting rights or any right or expectation of future membership in the Club.

Article V.4 Acceptance of Membership Accounts.
Applicants may be accepted to a Membership Account 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 two thousand three hundred ($2,300.00) dollars, plus any applicable taxes (hereinafter referred to as the “Membership Account Fee”), after which such Membership Account shall be entitled to all rights and privileges of the Club, subject to the policies of the Corporation and these Bylaws.

Article V.5 Membership Account Fee.
The Membership Account Fee does not constitute any equity in the Club. Should a Membership Account withdraw for any reason from the Club, such Membership Account Fee, 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 Membership Account Fee shall be refunded to the withdrawing Membership Account.

Article V.6 Forfeiture.
A Membership Account may be forfeited by reason of failure to pay dues. The Corporation shall have the power by act of its Board of Directors to cancel a Membership Account that is more than two consecutive years in arrears of the annual dues, provided however, any such Membership Account shall be entitled to withdraw any unrecognized portion of the Membership Account Fee paid to the Corporation in accordance with Articles V.4 of these Bylaws.

Article V.7 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 which may be set by the Board of Directors.

Article V.8 Dues.
The dues of the Club for Membership Accounts, Renters and Seasonal Guests shall be set annually by the Board of Directors. Dues shall be payable for the season on or before a date determined by the Board of Directors.
Article V.9 Votes of Membership Accounts.
Each Membership Account shall be entitled to one (1) vote on all matters submitted to the membership of the Club, regardless of the number of individuals included within such Membership Account. Renters and Seasonal Guests shall not be entitled to vote. An adult individual included within each Membership Account may cast such Membership Account’s vote at any duly called meeting of the Members. A Membership Account that is delinquent with respect to any payment due to the Club shall not be entitled to vote until all outstanding amounts have been paid in full.

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 Membership Account that 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, Renters and their guests without liability for an accounting, but any such Membership Account shall be entitled to a refund of any portion of the Membership Account Fee that is refundable pursuant to Section 5.5 in accordance with the terms contained therein; provided, however, that action toward exclusion from membership shall not be taken until ten (10) days’ notice has been given to the offending Membership Account 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, Renters and Seasonal Guests will be permitted to bring guests into the Club; the number of guests and the conditions under which they may be admitted shall 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) Membership Accounts entitled to vote 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 Membership Account 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) Membership Accounts entitled to vote at the meeting, provided that all Membership Accounts of the Corporation have been notified as prescribed in Section 6.4.

Article VI.7 Conduct of Meetings.
The Membership Accounts entitled to vote present at a duly organized meeting can continue to do business until adjourned, notwithstanding the withdrawal of enough Membership Accounts 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 Membership Account 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 Membership Account challenged to vote, and all persons who appear by such books or records to be Membership Accounts may vote (in accordance with Article V of these Bylaws).

Article VI.10 Proxy.
At any meeting of Members, a Membership Account entitled to vote may vote by proxy executed in writing by an adult Member entitled to act on behalf of the Membership Account 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 Membership Accounts, 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 Membership Accounts. In circumstances determined by the Membership Accounts 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 remaining assets of the Corporation shall be distributed among the Membership Accounts, provided each Membership Account does not receive assets in excess of the amount paid by each such Membership Account for such Membership Account Fee pursuant to Article V, Sections 5.4 and 5.5. In the event that assets remain following such distribution to the Membership Accounts, 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 Accounts by a two-thirds vote of the voting Membership Accounts participating in such meeting, in person, by proxy, or by any electronic voting method authorized by the Board of Directors, provided that the proposed amendment or amendments shall have been previously approved by the Board of Directors, or by ten (10) voting Membership Accounts 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, together with a copy of the amendment, shall have been provided to each Membership Account at least five (5) days before such meeting.