Conewango Club Constitution
Articles of Incorporation
In compliance with the requirements of the Act of the General Assembly of the Commonwealth of Pennsylvania, entitled: “An Act to provide for the incorporation and regulations of certain corporations”, approved April 29th, 1874, and the supplements thereto, the undersigned, all of whom are citizens of Pennsylvania, having associated themselves together for the purpose hereinafter specified, and desiring that they may be duly incorporated, according to the law, do herby certify:
The name of the corporation is Conewango Club
the said corporation is formed for the purpose of maintaining a Club for social enjoyments, and for that purpose to maintain suitable apartments of a building and grounds.
The business of said corporation is to be transacted in Warren County, Pennsylvania.
The said corporation is to exist perpetually.
The names of the subscribers, all of whom reside at Warren, Pennsylvania, are as follows: (Here follows names as at end of petition).
The directors of said corporation shall be not less than three (3) and the names of residences of all those who are chosen directors for the first year are: F.H. Rockwell, President; W.E. Rice, Vice-President; S.W. Waters, Secretary; W.C. Watson, Treasurer; J.P. Jefferson, W.H. Filler and Theodore Messner, House Committee, all of Warren, Pennsylvania.
Any person over 21 years of age shall be eligible to membership in this Club.
The membership shall consist of categories established in the By-Laws from time to time.
Members shall be elected in such manner as may be prescribed by the By-Laws
On the resignation or expulsion of any member, his membership and all the rights acquired under it shall thereupon cease and determine, and all the interest of such membership in the Club shall revert to and be vested in the Club.
The members of the said corporation shall be liable to pay such assessment and dues as may be provided by the Directors, and for the failure to pay such assessments or dues, or for any violation of the By-Laws, rules and regulations of the Club, any member so offending may be liable to expulsion.
This Constitution may be amended from time to time upon a majority vote of all voting members either in person or by proxy. Before any amendments may be considered at any meeting, it shall be posted in the rooms of the Club at least one month before final action.
WITNESS our hands and seals this 23rd day of June A.D. 1900
F. E. Hertzel
John G. Smith
Geo. F. Yates
F. P. Hue
AND NOW, TO WHIT: September 3rd, A.D. 1900, the within certificate of incorporation having remained on file in the office of the Prothonotary of this Court since the second day of August, 1900, as appears by the record and due proof of publication of notice of an intended application having been made, I do hereby certify that I have examined said instrument and find the same to be in proper form and within the purposes named in the first class of corporation specified in Section 2, of Act of Assembly of April 29th, 1874, and that said purposes are lawful and are not injurious to the community.
It is therefore ordered and declared that the said be, and the same is, hereby approved and upon the recording of the same, and its endorsements, and this order in the office of the Recorder of Deeds in and for the County of Warren, the subscribers thereto and their associates shall thenceforth be a corporation for the purposes and upon the terms and under the name therein stated.
BY THE COURT,
F. M. Knapp,
Amended as of January 11, 2018
Conewango Club By-Laws
Organization of Board of Directors
Nomination and Elections
Section 1 Paragraph 1
The classes of membership are Residential, Junior, Emeritus, Honorary, Non-Resident and Corporate. The total Residential membership of this club shall not exceed Five Hundred (500) members. Members shall have access to the facilities of the Club as described in these By-Laws and in the House Rules.
Section 1 Paragraph 2
A Residential Member shall be a person over 35 years of age and residing within Warren County, Pennsylvania, as well as the spouse of said member who shall also be a person over 35 years of age and residing within Warren County, Pennsylvania. Residential members shall have full access to the Club AND voting rights.
Section 1 Paragraph 3
A Junior Member shall be a person who is between the ages of twenty-one (21) and thirty-five (35) and may be elected to Junior membership in the manner provided by the By-Laws and retain such status until reaching age thirty-five (35), at which time, if a vacancy exists, be transferred by the Board of Directors to Residential Member status. Junior Members shall have full access to the Club AND voting rights. Junior Members shall pay one-half (1/2) the then –current Residential Member initiation fee, and until reaching the age of thirty-five (35), one-half (1/2) the then-current Residential Member dues.
Section 1 Paragraph 4
A Non-Resident Member who resides beyond the geographical boundary of Warren Country, Pennsylvania. They shall pay an initiation fee and annual dues in such amounts as may be established by the Board of Directors. Non-Resident members shall have full access to the Club but NOT voting rights.
Section 1 Paragraph 5
A Corporate Member shall be a person who is eligible for either Residential or Junior Member as provided for in this section, paragraphs 2 and 3. Corporate members shall be considered for membership upon the recommendation of a sponsoring employer. All Corporate Members must be approved and voted on by the Board of Directors. All voting by the Board of Directors shall be done on an individual basis. At no time can groups of members be approved for membership in the Club. Corporate Members shall pay an initiation fee and annual dues in such amounts as may be established by the Board of Directors. Corporate Members shall have full access to the Club and voting rights.
Section 2 Paragraph 1
Every applicant for Residential, Non-Resident or Junior Membership shall be proposed by one and seconded by two of the Residential members of the Club on the forms approved by the Board of Directors. All applications and photographs of applicants shall be posted on the bulletin board in the Club House for a period of ten days. Applications shall be read before the Board of Directors at any meeting of the Board held ten days or more after the application has been posted; at such meeting it shall be the duty of the board, if a vacancy exists, to vote upon the application by ballot. A majority vote of all the Board shall be necessary to elect an appointment.
Section 2 Paragraph 2
After an applicant has been voted for and rejected, any member of the Board then present may call for and have a second ballot before the Board adjourns. If the applicant is rejected, the proposers shall be so notified by the Secretary and the applicant shall not be allowed to make a new application for the period of one year, unless by the unanimous consent of the Board.
Section 2 Paragraph 3
The name of an applicant may be withdrawn by the proposer at any time before or at the meeting of the Board at which the application is to be considered.
Section 3 Paragraph 1
A voting member who is by reason of a change in legal residence, has become eligible for Non-Resident Membership, shall upon written application to the Board of Directors be transferred to Non-Resident Membership, and any member so transferred who by a like reason has become eligible to voting membership, shall be transferred to voting membership either upon written request or after notice as hereinafter provided.
Section 3 Paragraph 2
A Non-Resident member, excepting such as provided for in paragraph 1, who by reason of a change in legal residence, has become eligible to voting membership, if there is vacancy in the membership, may be transferred by the Board of Directors to voting membership either upon written request, or after notice as hereinafter provided. A member so transferred shall be required to pay an additional initiation fee in amount equal to the difference between the initiation fee originally paid by such member and the Resident initiation fee prevailing at the time of the transfer.
Section 3 Paragraph 3
A Corporate Member who by reason of a change in their employment or their relationship with their sponsoring employer shall be eligible to apply for regular membership as defined herein. Corporate Members may be transferred by the Board of Directors to regular membership as defined in Section 1 either upon written request or after notice as hereinafter provided. A member so transferred shall be required to pay an additional initiation fee in amount equal to the difference between the initiation fee originally paid by such member or their sponsoring employer and the Resident initiation fee prevailing at the time of the transfer.
Section 3 Paragraph 4
The notice provided for by paragraphs 1, 2 and 3 of this Section shall be a written notice setting forth that at a certain day, time, and place the Board of Directors will consider the questions of transfer of such member, and that the member may appear and will be heard. The notice shall be served upon such member at least five days before the date of said meeting.
Section 4 Paragraph 1
When an applicant is elected by the Board, the Secretary shall at once notify the applicant of the election and the Treasurer shall provide notice of the amount of the initiation fee and the current dues to be paid. If such initiation fee and current dues are not paid within one month from the date of the notification, the applicant shall be considered as not having accepted election, and the same shall be void unless the Board of Directors determine that further time be granted for the payment of initiation fee or dues.
Section 5 Paragraph 1
The payment of the initiation fee by any applicant shall be an acknowledgement to be bound by all by-Laws, Rules and Regulations of the Club.
Section 6 Paragraph 1
Dues and initiation Fees are established by the Board of Directors.
Section 7 Paragraph 1
The Board of Directors shall have the power to suspend or expel any member of the Club for conduct likely, in their opinion, to be prejudicial to the welfare, interest or character of the club.
Organization of Board of Directors
Officers and Committees
There shall be a President of the Board of Directors elected by the voting members at the Annual Meeting of the Club. It shall be the duty of the President to preside at all meetings of the general membership and the Board of Directors at which votes can be taken and to represent and speak for the Club in the community. The President shall only vote in the event of a tie.
There shall be a Vice-President of the Board of Directors elected by the voting members at the Annual Meeting of the Club. The Vice-President shall, in the absence or incapacitation of the President, perform the duties of that office. The Vice-President shall be responsible for membership development and relations and such other duties as shall be delegated by the President.
There shall be a Secretary of the Board of Directors elected by the voting members at the Annual Meeting of the Club. The Secretary shall keep full minutes of all meetings of the general membership or the Board of Directors at which votes can be taken. The Secretary shall be responsible for the proper maintenance of the past and present records of the Club and the security of the Club seal. In the absence or incapacitation of the Secretary, the President shall appoint an interim Secretary.
There shall be a Treasurer of the Board of Directors elected by the voting members at the Annual Meeting of the Club. The Treasurer shall have supervision of the current accounting books and records and shall report the Club’s accounts to the board of Directors and the general membership as requested.
There shall be a Chairman of a House Committee of the Board of Directors elected by the voting members at the Annual Meeting of the Club. The Chairman shall organize and preside over a Committee which shall supervise the operations of the Club and/or the maintenance or repair of the Club building and its facilities and/or such other physical or operational issues which may, from time to time arise. The House Committee shall prescribe House Rules for the use of the Club by the members; such rules shall be consistent with the Charter and By-Laws.
Section 1 Paragraph 6
There shall be a Chairman of an Entertainment Committee of the Board of Directors elected by the voting members at the Annual Meeting of the Club. The Chairman shall organize and preside over an Entertainment Committee which shall have charge and direction of such entertainments as may be given for or in the name of the Club. The Committee shall use the rooms and facilities of the Club in accordance with the House rules and the Committee may make expenditures from the general funds of the club for such entertainments, subject to the approval of the Board of Directors.
Section 1 Paragraph 7
There shall be Members-at-large of the Board of Directors elected by the voting members at the Annual Meeting of the Club in such numbers so that the entire number of Directors shall be between eight (8) and twelve (12). Members-at-large shall perform such duties assigned by the Board of Directors including but not limited to, service on standing committees or chairmanship of ad hoc committees. The Board of Directors from time to time when necessary or appropriate for the efficient operation of the Club may extend the number of board members beyond that set forth above by majority vote taken at a regularly scheduled meeting of the Board of Directors.
Section 1 Paragraph 8
The Board of Directors may create such committees as it deems necessary or appropriate on an ad hoc basis and shall appoint a member to be Chairman who shall organize and preside over any such committee. Such a committee may be in derogation of the powers of standing committees or officers but its authority must be reinstated by each successive Board of Directors.
Section 1 Paragraph 9
Members of the standing or ad hoc committees may be voting or non-voting members of the Club and shall serve at the pleasure of the Chairman of the Committee. Chairmen may organize such sub-committees, for such duration and for such purposes within the general committee’s responsibilities and powers, as the general committee deems necessary or appropriate but sub-committees shall not survive the tenure of the Chairman.
Powers and Duties
The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Club, and may exercise all powers of the Club, except as are reserved in the Articles of Incorporation or are expressly conferred upon or reserved to the membership by statute.
The books of the Club shall be audited as the Board of Directors deems necessary or appropriate and an annual statement of the Club’s accounts shall be posted each year prior to April 1.
Disbursements of funds, and employment of the credit of the Club, shall be in such manner as approved by the Board of Directors.
Section 2 Paragraph 4
The Officers and Directors shall be elected for a term of one (1) year but may serve until a successor is elected. In no event shall the President be elected for more than two (2) consecutive terms.
Section 2 Paragraph 5
The Board of Directors shall have power to fill all vacancies in the board and such appointments may serve the unexpired term or until a successor is elected.
Section 2 Paragraph 6
The Board of Directors shall meet on call of the President for the consideration of the applications for membership and the transaction of other business. A majority of the Board shall constitute a quorum.
Section 2 Paragraph 7
The President may, when necessary for the efficient operation of the Board of Directors, facilitate voting and discussions via email or other appropriate electronic means as may be established hereafter. All business conducted electronically shall be brought forth at the next regular meeting of the Board of Directors and so noted in the Club minutes.
Section 2 Paragraph 8
Members of the Board of Directors shall be required to attend at least 50% of the scheduled meetings. Nonattendance at three (3) consecutive meetings shall cause the Board to determine suitability of the absent member in fulfilling their duties. If the Board of Directors determines that a member shall be removed they may fill the vacancy as defined for in Section 2 Paragraph 5.
The initiation fee shall be established by the Board of Directors from time to time as the financial condition of the club requires.
Dues for current expenses, special assessments for particular projects and minimums for consumables shall be fixed from time to time by the Board of Directors as the financial condition of the Club requires.
Dues shall be paid quarterly in advance on or before the last day of the first month of each calendar quarter. Sixty days thereafter, the Treasurer shall post the names of any members whose dues have not been paid.
Special assessments shall be paid within thirty (30) days of mailing of such billing. Sixty days thereafter, the Treasurer shall post the names of any members whose special assessments have not been paid.
Monthly minimums and/or charges for food, bar or any other membership service, or for private parties or events, shall be billed after the end of the calendar month in which incurred, and shall be due within thirty (30) days of mailing of such billing. Sixty days thereafter, the Treasurer shall post the names of members whose minimums or charges have not been paid.
Any member whose dues, assessments, minimums or charges shall be unpaid for three (3) months after the same are due and payable, shall be suspended from privileges of the Club, and upon such suspension, the treasurer shall notify said member in writing of their suspension. Upon suspension for unpaid debt, the Board of Directors shall take reasonable measures to collect any unpaid debt in a manner acceptable with current collection practices.
Section 5 Paragraph 2
The Board of Directors, when appropriate, may extend club privileges to a member sanctioned under section 4 paragraph 1. Club privileges granted under this provision must be by a unanimous vote of the Board of Directors. The Board of Directors may direct the manager to accept payment for use of the club and its services by cash or credit card as may be appropriate.
Any member who has been under suspension as provided for in Article III, Section 5 for a period of three (3) months, shall be expelled from membership in the Club upon a two-thirds vote of the Board of Directors, which action shall be entered in the Minutes of the Board. Upon payment, in full of all delinquent amounts, any suspended or expelled member may be reinstated by unanimous vote of the Board of Directors.
The Annual Meeting of the voting members of the Club shall be held in January of each year at the Club House for election of officers of the Club and for the transaction of other business. The Board of Directors shall designate the date and time for the Annual Meeting and provide the membership with reasonable notice of same.
Special meetings of the voting membership may be called at any time by the President and shall be called by the President or Secretary on written or email request of five voting members. All notices of special meetings shall be issued ten (10) days in advance by mail, email or other appropriate electronic means.
A quorum shall be at least one-tenth of the voting membership. The voting Members shall have a right to vote and attend meetings in person or by proxy.
Except as otherwise provided in the Constitution or these By-Laws, a majority shall be required to pass any motion.
NOMINATIONS AND ELECTIONS
At least six weeks prior to the Annual Meeting the President and Vice President shall appoint a Nominating Committee of five members who are Past Presidents, who shall, in consultation with the President and Vice President, nominate from the voting members all Board Members for the ensuing year, which names shall be posted in the Club House at least two weeks before the date of said meeting.
Any five voting Members of the club may make additional nominations from among the voting Members by handing the same to the Secretary or a member of the board in writing at least one week before the date of said Annual Meeting, which nominations shall be at once posted on the bulletin board of the Club.
The officers and directors duly elected at the Annual meeting by a majority of a quorum, shall assume their respective offices on the first day of February, next following the election.
These By-Laws may be amended from time to time upon a majority vote of the total votes cast by a quorum of the voting membership present at the meeting or by proxy. Before any amendment may be considered at any meeting it shall be posted in the rooms of the Club at least one month before final action. The vote on any proposed amendment may be taken by mail.
Except as otherwise provided in the Constitution or these By-Laws, procedures shall be in accordance with the current edition of Robert’s Rules of Order.
(Amended November, 2015)
Operating Hours: The Club House will be open on such days and at such hours as shall be from time to time determined by the Board of Directors.
Application Priority: When the Resident membership of the Club is full and a waiting list exists, acceptance to Resident membership by the Board of Directors shall be subject to the following priorities: (1) Non-resident members, in chronological order of age, who are eligible for transfer to Resident membership. (2) Junior members, in chronological order of age, who are eligible for transfer to Resident membership (3) New applicants (4) Corporate Members will be considered in their order on the waiting list as determined by the date the completed application is received by the Club Manager. (Note: Junior members, upon attaining the age of 30, and Non-resident members, upon moving to Warren County, shall be charged full Resident dues immediately; their transfer to Resident membership notwithstanding.)
Photo Gallery: As required in the By-Laws, every Member must supply a personal 5x7 black and white portrait of himself along with his formal application. This shall, upon acceptance, be used for the Oak Room Photo Gallery. Attendants are instructed to accept bar orders from Members whose photographs appear in the Gallery. It shall be the policy of the Club to retain, in their proper chronological place, the photographs of any and all Members who have retained their Membership for twenty-five (25) years of more, whether or not such Members have died, resigned, or ceased to pay dues. In all such instances, the name cards on the photographs shall show the year in which tat Member became inactive.
First and Second Floors: Members and their guest(s) (see below) are invited to use the dining and bar facilities in the Oak Room or on the First Floor. The hours and days will be specified from season to season by the Board of Directors. Subject to the approval of the Management, Members may reserve the any location for private parties at any time during the year.
Non-Resident Guests: Members may entertain as their guests, persons not residents of Warren County. Non-Resident guests may be entertained on any floor at any time. Regular or frequent guests are invited to apply for Non-Resident Membership.
Resident Guests: Members may entertain as their guests, persons who are residents of Warren County at any time, except at closed Club parties. Non-Resident guests may be entertained on any floor at any time. Regular or frequent guests are invited to apply for Non-Resident Membership.
Children: Children accompanied by Members may have access to certain areas of the club including but not limited to the Oak Room and bowling alleys or those areas deemed appropriate by the Manager when not already scheduled for other events. Children of college age, accompanied by a Member, are permitted normal use of the Club in accordance with the House Rules.
Widows/Widowers of Deceased Members: Widows/Widowers of deceased Members-in-good-standing may entertain guests subject to the house rules.
Private Parties: All private parties and gatherings must abide by ALL of the following: (1) The request must be submitted by a Club Member. (2) Said Club Member must assume financial responsibility for the function and must insure that all House Rules are observed. (3) The sponsoring Member, or their spouse, must be in attendance at all such parties. (4) No gambling, lotteries, raffles or drawing are permitted.
All private parties and gatherings must fall into ONE of the following categories: (1) A social gathering for which one or more Club Members are hosts. (2) A meeting or dinner for a business firm by which the requesting Member is employed and in attendance. (3) A meeting or dinner for a group with which the requesting Member is affiliated and in attendance.
All catering for private parties must be approved by the Club staff.
Fees for private parties, regardless of the type of event, shall be established by the Club Manager as approved by the Board of Directors. All rentals and or uses of the Club facilities are subject to approval by the House Committee.
Fund Raising: No public or general solicitation of funds shall take place within the Club. Charitable contributions are considered a personal prerogative of the individual Member and no monies from the Club treasury shall be allocated for such purposes.
Conference Room: The First Floor Conference Room is available to Members at all times when not already occupied for personal or business conferences, committee meetings, etc.
Gratuities: Gratuities and/or tips of 15% or more shall be paid on a meritorious basis by the individual Member for all meals and services provided by the Club staff. Private parties or special calendar Club parties may include the gratuity in the price of the charged for event.
All food, beverage, dues, assessments or other charges are due and payable in accordance with the provisions described in the By-Laws. Any delinquent charges are subject to collection proceedings as prescribed in the By-Laws and as directed by the Board of Directors.
Persons under 21 years of age are not permitted to drink any alcoholic beverages on Club premises. The Club staff has the right to refuse any member or guest who they believe has had too much to drink.
Although a suit or suit coat is not required in the Dining Room, neat clean and respectable attire is required at all times. The manager or his/her designee shall have the discretion to determine the appropriateness of the attire by members and guests.
A complaint or criticism of the operation of the Club or complaints about any employee shall be filed in writing with House Committee. The House Committee welcomes suggestions that serve to improve the enjoyment and management of the Club from all members.
Members and Guests shall at all times conduct themselves in a respectable manner and refrain from the use of profane language or objectionable behavior. Any complaint regarding inappropriate behavior by a member or guest shall be made in writing to the House Committee.
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Last updated: April 23, 2017
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