Bi - Laws

Artical 1 General


Section 1
The name of this corporation shall be “ROSEDALE BEACH CLUB.”

Section 2
The principal office of the corporation shall be at 5401 Third Street, in the Municipality of Penn
Hills, County of Allegheny, and the Commonwealth of Pennsylvania.

Section 3
Rosedale Beach Club has been formed and will operate to provide facilities and services for its
members for athletic and social events of all kinds.

Section 4
Rosedale Beach Club shall be designated as a 501(c)(7)

Section 5
Rosedale Beach Club shall be overseen and managed by an elected Board of Directors.

Artical 2 - Membership


Section 1
Membership in the Rosedale Beach Club shall be limited to a maximum number to be set annually by
the Board of Directors.

Section 2
A new member may apply for a social membership. The following rules apply to social membership:

Section 3
A new member may apply for a bonded membership. The following rules apply to bonded

Section 4
A Family membership (Social or Bonded) shall consist of a parent or parents and including By-laws
of the Rosedale Beach Club all unmarried children, under the age of 26 years old.
A Single membership shall consist of one individual residing in a single household.

Section 4-a – Associate Members
Associate Members are those relatives residing in the same household as a Family Membership. Fees
will be determined by the Board of Directors. Associate Membership to be changed to “extended
family” membership to relatives residing in the same household 26 years or older. FEE SHALL
INCREASE to $100 per person. Proof of residency required for application.

Section 4-b – Divorce/Legal Separation
Divorce and separation by law, any family who has divorced parents in the timeframe of the
membership date shall continue as a family membership until the end of that season. If not living in
the same household, one parent can join under the existing family membership while the noncustodial parent must apply for a Single membership.

Section 4-c – Babysitter Members
A Babysitter pass may be purchased in addition to a family membership. The babysitter pass can be
issued for any, single person who may be babysitting a current member on the family Membership
application, OR any, single child under the age of 13 who may be being babysat by one person on the
family membership.

Section 5
All applications for membership shall be made on forms provided by the club and shall be submitted
for approval to the current Board of Directors, whose action on same shall be final.

Section 6
Membership in the club, as a bond member, shall be conditional upon the applicant’s one time
purchase of a membership bond.

Section 7
A member may resign voluntarily at any time by giving written notice of such intention to the Board
of Directors, provided they are current in their dues at such time and there shall be no pro rata of dues
in such event unless directed by the Board of Directors

Artical 3 - Membership Bonds


Section 1
Membership bonds required under Article II, Section 6, hereof shall be issued by the club in such
denominations as the Board of Directors shall annually determine.

Section 2
Membership Bonds shall be repayable to the members upon the written termination of their
membership, only when after such termination, a new member Purchases a Membership Bond.

Section 3
Membership Bonds shall only be transferred to a spouse, sibling, child, or parent.

Section 4
Membership Bonds shall be non-interest paying.

Section 5
Membership bonds shall represent an ownership interest in club assets only upon dissolution of the
club, at which time, after payment of all creditors, each bond holder shall be entitled to a pro rata
share of the liquidated assets of the club based on the capital contribution made at the
issuing of said bond.

Section 6
Upon termination of membership by written declaration of termination as provided in Article II,
Section 9, no charges may be deducted from the Bond “value”. In the event of termination-of
membership on account of failure to pay dues, the Board may deduct delinquent dues in arrears from
bond “value.”

Artical 4 - Meetings


Section 1
There shall be one (1) annual meeting of the membership for the selection of directors and such other
business as shall come before the meeting. The annual meeting shall be held in July for the
nomination of Directors. A sign will be posted a minimum of three weeks prior to the meeting date.
The election of nominees for the Board of Directors shall be held in August. There shall be (2)
Annual meetings of the bonded membership each summer. The first meeting shall be in May at the
discretion of the board to discuss RBC status and planning for the upcoming season. The second
meeting shall be held the last Sunday in July at 2:00 pm. The Board election shall be held the first
Sunday in August. Elections will be held only if there are more candidates than open positions.

Section 2
Special meetings of the membership may be called at any time by the President of the club or the
Chairman of the Board of Directors.

Section 3
The President or Chairman of the Board may be directed to call a special meeting of the membership
at any time by vote of six or more Directors.

Section 4
Notice of all meetings shall be given by posting notice thereof on the club bulletin board on the club
premises. Notices shall be posted not more than ten days nor less than five days before the meeting
date. In the case of a special meeting of the membership, notice shall be communicated through
(Email, Website and Facebook) not less than five days before the meeting

Artical 5 - Board of Directors


Section 1
The management and control of the club shall be vested in a Board of Directors, consisting of nine
(9) persons who shall be elected by the voting members at their annual meeting. The term of office
for a Director shall be three (3) years and beginning with the members elected to the Board of
Directors. Director’s terms shall be staggered so that no more than three (3) shall be elected in anyone
year. Terms of office shall commence the day after Labor Day and expire Labor Day for each term.

Section 2
No member shall be eligible for nomination as a director unless he or she holds a bond and has
attained the age of Twenty-One (21).

Section 3
Three (3) candidates for the office of Director shall be nominated by the Board of Directors annually.
Such nominations shall be presented to the July membership meeting, at which time additional
nominations may be made from the floor by members in good standing. The Board of Directors may
increase the number of Board Members upon vote within the Board normal or special called meeting.
Never can the Board number be below 9 members purposefully, but also never above 11. Always
must have an odd number for tie breaking votes. Adding a Board member total must be shown in
good faith and the need for the RBC to receive maximum effort and viability of the Board is in need
of strengthening due to increased workload.

Section 4
The names of all nominees shall be submitted to the July Meeting of the membership for
consideration. The Election of Three (3) said nominees in August.

Section 5
Any vacancies on the Board of Directors caused by resignation, death or otherwise, shall be filled by
majority vote of the Board for the remainder of that term only.

Section 6
The Board of Directors shall meet at least monthly, and a specified time and date established by the
previous month’s meeting, which is established in regards to which date is convenient to allow for
maximum attendance. The Board of Directors may choose to hold the meeting via digital means as
the Board of Directors feels is necessary.

Section 7
Notice of any change shall be given in writing to any members absent from the meeting at which a
change is made. A quorum at any such meeting shall consist of a majority of the elected Directors.

Section 8
The Board of Directors may hold special meetings at any time required, provided that not less than
five days’ notice thereof in writing shall be e-mailed to each Director prior to such meeting. In an
emergency situation, only 24 hours prior notice shall be required. Special meetings of the Board may
be called by the President, Chairman of the Board, any three (3) Directors, or the general
membership as set forth in article IV, section 4.

Section 9
The Board of Directors may appoint and use such committees as may be necessary for the efficient
operation of the club. Membership on such committees is at the discretion of the Board.

Section 10
The Board of Directors may appoint and use consultants to the Board of Directors as it may be
necessary for the efficient operation of the club. Membership as a consultant is at the discretion of
the Board.

Section 11
The Board of Directors shall elect one of their Members to be President or Chairman of the Board
and he/she shall be in charge of all Board meetings. The elected Secretary of the club shall be
designated by the Chairman of the Board to keep all records of Board proceedings

Section 12
The Chairman of the board shall serve for a period of one year or until a successor is elected and may
succeed with-out limit.

Section 13
The Board of Directors shall be required to remove from office any Director or Officer who has been
legally adjudged guilty of any major criminal offense even though such offense may be committed
by the offender while not acting for the club. Such removal from any office shall result in loss of
club membership. The Board shall have the further power to remove any Director or Officer who
shall be guilty of absenting himself/herself from three regular Board meetings in succession.

Section 14
The Board of Directors is authorized to designate by resolution the depositary for the club’s funds
and the requirements for signatories in connection therewith.

Section 15
A Director may be removed from office for cause at a Regular or Special meeting of the membership
as provided in Article IV, Section 4 hereof.

Section 16
In accordance with the provisions of PA Act 1986-145, known as the “Corporate Director’s Liability
Act”, the Rosedale Beach Club hereby amends its constitution as provided below.

Section 16-a
Any director of the Rosedale Beach Club shall not be personally liable for monetary damages as such
for any action taken, or any failure to take action, unless the director has breached or failed to
perform the duties of his/her office (as provided in Section B); and that.
failure to perform constitutes self-dealing, willful misconduct, or recklessness. The provisions of this
Section shall not apply to the responsibility or liability of a director for the
payment of taxes pursuant to local, state, or federal law. The term “Director” will refer to any of the
following: President, Vice President, Secretary, Treasurer and other appointed or elected members.

Section 16-b
Any director shall perform his/her duties in good faith, in a manner he/she reasonably believes to be
in the best interests of the Rosedale Beach Club and with such care, including reasonable inquire,
skill and diligence, as a person of ordinary prudence would use under similar circumstances. In
performing such duties, a director shall be entitled to rely in good faith on information, opinions,
reports or statements prepared or presented by any of the following: one or more officers or
employees of the Rosedale Beach Club whom the director reasonably believes to be reliable and
competent; counsel, public accountants or other persons as to matters when the director reasonably
believes to be within the expert competence of such a per-son; and/or a committee upon which he/she
does not serve, as to matters within its designated authority. A director shall not be considered to be
acting in good faith if he/she has knowledge concerning the matter in question that would cause
his/her reliance to be unwarranted.

Section 16-c
The term “director” refers to any of the following: president, secretary, treasurer, coaches, marshals,
meet directors, and board members, duly elected, appointed, or approved as provided in the Rosedale
Beach Club By-Laws.

Artical 6 - Officers


Section 1
The Officers of the club shall consist of the President, Vice-president, Secretary and Treasurer, and
such additional Vice-Presidents as may be appointed from time to time under Article VI, Section 7

Section 2
The Officers shall be elected by the Board of Directors.

Section 3
Officers shall be elected at the September Regular meeting of the Board of Directors held each year
and shall hold office for a period of one (l) year or until their successor(s) are elected and take office.
Duly elected Officers shall assume their duties at the next regularly scheduled meeting of the Board
of Directors.

Section 5
The Offices of Secretary and Treasurer may be combined and held by one person.

Section 6
Any Vacancy arising from whatever cause, occurring in any office may be filled by the Board of
Directors at any regular or special meeting. The Board Shall appoint for the unexpired term only and
a successor shall be elected at the next regular election.

Section 7
Officers’ duties shall be those usually imposed upon such officials of corporations and as may be
assigned to the offices by the Board of Directors from time to time. The Board may authorize the
creation of additional positions of Vice-President with such terms and duties as they desire
from time to time.

Artical 7 - Voting


Section 1
By-laws of the Rosedale Beach Club A quorum for the transaction of business at any annual or
special meeting of the membership shall be a majority of the bond-holding members in good standing
then present.

Section 2
All voting shall be in person and no proxy voting will be permitted. Absentee voting shall be
permitted in sealed envelopes.

Section 3
Each Bonded family membership shall be entitled to only one (1) vote, which shall be cast only by
either parent of the family unit, or an adult family member when designated in writing by the parents.
Any Single Bond Person under the age of eighteen (18) shall be ineligible to vote.

Artical 8 - Dues and Regulations


Section 1
Annual dues shall be set by the Board of Directors and shall be made payable by a date established
by the Board.

Section 2
Any member, family or individual, who shall fail to make payment of the annual dues by the day
specified by the Directors, shall forfeit their or his membership and the Directors shall declare such
membership number open and assign the same to the next eligible applicant registered on the club
waiting list.

Section 3
All rules, regulations, and policies must be established annually, no later than May’s meeting by the
Board of Directors.

Section 4
The Board of Directors shall promulgate and publish by posting on the club’s premises such rules and
regulations as from time to time become necessary for the healthful and safe governance of the club.
Any member under the age of 21 is not permitted to have a weapon of any kind. Violations of such
rules and regulations shall be grounds for the forfeiture of membership privileges of such persons
guilty of such violations. Violations of pool safety and rules by all members within the same
membership on a continued basis, i.e. fighting, drinking to intoxication, suspicion of illegal drug use,
on RBC grounds including the parking lot will be grounds for forfeiture of membership. A special
Board members meeting will be called within 24 hours of above-mentioned behavior. The Board will
discuss, vote, and make a determination of suspension or termination from the Rosedale for an
agreed upon amount of time. If any adult member is in violation of set rules and suspended from the
pool, their children under 12 may continue to utilize the pool facilities ONLY when accompanied by
a member that is 18 years or older and in good standing. Any adult member who was terminated
MUST WAIT 24 MONTHS before the termination of their membership may be lifted. At that time
the adult member may re-apply for membership.

Section 5
In the event that disciplinary action is recommended by the Board of Directors, a committee will be
created to investigate and bring their findings and recommendations for discipline to the board
The disciplinary action committee will consist of one (1) non-executive board member and two (2)
bonded members to be established.

Section 6
The club premises shall be open to guests invited by members in good standing. Members must
remain with guests at all times on club premises and will be responsible for their guest’s actions.

Artical 9 - Ammendment


Section 1
These by-laws may be amended by the general membership at any regular or special meeting called
for such purpose provided all members have been given five days’ notice in writing of the proposed
amendment or amendments prior to the scheduled meeting.