Melrose Park Neighbors
Last updated August 10, 2001
This draft document has been drafted for us by member Michael Shechtman, attorney, and posted here on January 15, 2000.
Note that this document is based on discussions with several members, as well as a review of by-laws of other organizations, including the former Melrose Park Improvement Association, and the Friends of Tacony Creek Park. Please send comments for posting to Albert Fried-Cassorla at firstname.lastname@example.org, or being to our next meeting on January 26, 2000 at the home of Helaine and Steven Zlotnick.
I. NAME, OFFICE, PURPOSE
III. MEETINGS OF MEMBERS
IV. THE BOARD OF DIRECTORS
VI. REMOVAL OF MEMBERS, DIRECTORS OR OFFICERS
VIII. DUES AND FISCAL YEAR
IX. NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
X. INDEMNIFICATION OF DIRECTORS AND OFFICERS
XI. LIMITATION OF PERSONAL LIABILITY OF DIRECTORS;
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES
XIII. SEAL AND INTERPRETATION
NAME, OFFICE, PURPOSE
Section 1-1. Name. This corporation shall be known under the name, style and title of Melrose Park Neighbors Association.
Section 1-2. Registered Office. The registered office of the Corporation shall be located within Cheltenham Township, Pennsylvania, at such place as the Board of Directors shall, from time to time, determine.
Section 1-3. Business and Purposes. The object of this corporation shall be the maintenance of an organization to improve and enhance the quality of life for the residents of Melrose Park and its environs.
Section 2-1. Membership. The members of the corporation shall consist of the persons signing the certificate of incorporation and such other qualified person or persons as may join.
Section 2-2. Qualifications. Any person age eighteen or over of good character, residing in Melrose Park or environs in Cheltenham Township, who may be interested in the development and improvement of the community shall be eligible for membership. The age requirement may be waived as to any applicant by formal resolution at a membership meeting.
Section 2-3. Admissions. Admission to membership shall be made upon application to the Secretary of this Corporation and shall be conditioned upon the applicant being qualified for membership and payment of dues. Under a family membership each applicant must meet the qualifications of Section 2-2 of the Article.
Section 2-4. Family Membership. A household may apply for a family membership. Payment of the family membership dues shall entitle adult persons to become full members of this corporation for all purposes.
Section 2-5. Rights of Members. The right of a member to vote and all his right, title and interest in or to the corporation shall cease on the termination of his membership. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the corporation.
Section 2-6. Associate Member. Any person between the ages of fifteen and eighteen who, except for his age, meets all of the membership qualifications set forth in Section 2-2 hereof, may become an Associate Member of this Corporation so long as his father or mother is a member. An Associate Member shall have the right to participate at meetings and other activities of the Corporation, but he may not vote, except as provided in Section 3-5 hereof.
Section 2-7. Termination of Membership.
(a) Any member may resign from the Corporation by delivering a written resignation to the President or Secretary of the Corporation.
(b) A person shall automatically cease to be a member if he ceases to meet the qualifications of Section 2-2 hereof or if he has not paid his dues for all preceding years and the current year by March 31 of the current year.
MEETINGS OF MEMBERS
Section 3-1. Regular Meetings. The corporation shall hold regular meetings during the year, a minimum of one meeting each quarter of the calendar year. Said meetings shall be called to order at 7:00 P.M. and shall be held at such place or places as the members shall from time to time fix.
Section 3-2. The Annual Meeting. The annual meeting shall take place in the first quarter of each year.
Section 3-3. Special Meetings. Special meetings may be held from time to time as herein provided at such places as the regular meetings are held. Special meetings must be called by the President upon the written request of seven (7) members, which request shall set forth the object of the special meeting and the business to be considered or acted upon, notice thereof to be given to each member. Special meetings may also be called at the discretion of the President or of a majority of the Board of Directors.
Section 3-4. Quorum. A quorum to transact business shall consist of ten (10) members in good standing.
Section 3-5. Voting. Only a member or family member in good standing shall be entitled to vote. There shall be no vote by proxy except: (1) as provided in Article VI hereof; and (2) that an Associate Member may be given a proxy to vote at a particular meeting for his mother or father if they are members in good standing. Each member of a family membership shall have one separate vote. All questions, except elections, shall be decided by a plurality vote of the persons present and voting.
Section 3-6. Notice. Notice shall be given of all meetings within a reasonable time prior to each meeting.
THE BOARD OF DIRECTORS
Section 4-1. Composition. The Board of Directors shall consist of a minimum of five (5) and a maximum of nine (9) persons who are members in good standing, the five (5) officers of the Corporation (or four if one person is Secretary-Treasurer) described in Section 5-1 hereof, and the last person who was President of the Corporation before the incumbent President, shall automatically be members of the Board, and the remaining members shall be elected at the annual meeting and shall hold office until the next annual meeting or until the election and qualification of their respective successors.
Section 4-2. Vacancies. Vacancies on the Board of Directors shall be filled by the remaining Directors.
Section 4-3. Regular Meetings. Regular meetings of the Board shall be held on the dates scheduled for the regular meetings of the members at such time as the Directors shall fix.
Section 4-4. Special Meetings. Special meetings of the Board must be called whenever ordered by the President or by any three Directors in writing.
Section 4-5. Notice of Meetings of Board of Directors.
No notice need be given of regular meetings. Notice shall be given of special meetings within a reasonable time prior to each meeting, stating the object of the meeting and the business to be considered or acted upon.
Section 4-6. Quorum. A quorum to transact business shall be a majority of the members of the Board of Directors.
Section 4-7. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent is filed with the Minutes of proceedings of the Board.
Section 4-8. Powers.
(a) The Board of Directors shall have all the power and authority granted by law to the Board, including all powers necessary or appropriate to the management of the business and affairs of the Corporation.
(b) It is the intention of the Corporation and its members that its actions be directed, to the extent practicable and permitted by law, by the members' actions at membership meetings. With respect to any matter which the law requires that the Board of Directors determine, but where the members have expressed themselves on such matter by duly passed resolution at a membership meeting, the Directors shall follow the direction of the members if permitted to do so by law.
(c) The Board of Directors shall exercise the authority of the Corporation to the extent the membership cannot, and during the periods between membership meetings. -
(d) The Board of Directors shall have the power to establish committees and to appoint committee chairperson(s).
Section 5-1. Number. The officers of the Corporation shall be the President, First Vice President, Second Vice President, Secretary, Treasurer and such other officers with such powers and duties not inconsistent with these by-laws as may be appointed and determined by the Board of Directors. No two offices may by held by the same person except the offices of Secretary and Treasurer.
Section 5-2. Term. The officers shall each serve for a term of one year and until their respective successors are duly elected and qualified.
Section 5-3. President. The President shall preside at all meetings of members and of the Board of Directors. He shall have and exercise general charge and supervision of the affairs of the Corporation as principal executive officer, shall appoint all
committees, and shall do ~nd perform such other duties as may be assigned to him by the Board of Directors or members.
Section 5-4. First Vice President, Second Vice President - -
and Assistant Officers.
Unless otherwise determined by the Board of Directors or
members, each Vice President and each assistant officer shall have the powers and perform the duties of his respective superior officer. Vice Presidents and Assistant Officers shall have such rank as is stated herein oras shall be designated by the Board of Directors or members and each, in the order or rank, shall act for such superior officer in his absence or upon his disability or when so directed by such superior officer or by the Board of Directors or members. The President shall be the superior officer of the Vice Presidents. The Treasurer and the Secretary shall be the -superior officers of the assistant treasurers and assistant secretaries, respectively.
Section 5.5. Secretary. Unless otherwise determined by the Board of Directors, the Secretary shall keep the minutes of all meetings of:the Board of Directors, the members and all committees, in books provided for that purpose, and shall attend to the giving and serving of all notices for the Corporation. He shall have charge of the corporate seal and such other books and papers as the Board of. Directors may direct. He shall perform all other duties ordinarily incident to the office of Secretary and shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors.
Section 5-6. Treasurer. The Treasurer shall have the custody of all funds, property, and securities of the corporation, subject to such regulations as may be imposed by the Board of Directors or members. When necessary or proper he may endorse on behalf of the Corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Corporation at such bank or banks or depository as the Board of Directors may designate. He shall sign all receipts and vouchers and, together with such other officer or of ficers, if any, as shall be designated by the Board of Directors, he shall sign all notes issued by the Corporation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation. He shall make such payments as may be necessary or proper to be made on behalf of the Corporation. He shall enter regularly on the books of theCorporation to be kept by him for the purpose, full and accurate account of all moneys and obligations received and paid or incurred by him for or on account of the Corporation, and shall exhibit such books at all reasonable times to any director or member on application at the offices of the Corporation and shall furnish the Corporation with a detailed report whenever requested. He shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors. .
Section 5-7. Delegation of Office. The Board of Directors or members may delegate the powers or duties of any
officer of the Corporation to any other officer or to any Director from time to time.
Section 5-8. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason.
REMOVAL OF MEMBERS, DIRECTORS OR OFFICERS
Section 6-1. Any member, directors or officer may be removed from membership or from office by the affirmative vote of two-thirds of all members in good standing, registered either in person or by proxy, at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation, f or lack of active support of its objectives, for refusal to render reasonable assistance in carrying out its purposes, or for failure to attend three (3) consecutive meetings. Any such member, officer, or director proposed to be removed shall be entitled to at least twenty (20) days notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
Section 6-2. Resignations. Any officer or agent may resign at any time by giving written notice to the Board of Directors, or to the President or the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6-3. Vacancies. A vacancy in any office becauseof death, resignation, removal, disqualification, or any other cause, shall be filled by the Board of Directors by the officer or committee to which the power to fill such office has been delegated pursuant to Section 4-2 of this Article, as the case may be, and if the office is one for which these by-laws prescribe a term, shall be filled for the unexpirecf portion of the term.
(a) The Corporation shall have such committees as the President shall from time to time designate, and other members of said committees, all of whose terms shall be coincident with that
of the officers.
(b) The Board of Directors shall have the power to establish committees and to appoint committee chairperson(s).
DUES AflD FISCAL YEAR
Section 8-1. Dues. Dues for each member shall be as
Individual membership $10.00 per calendar year
Family Membership . $20.00 per couple per calendar year
Associate membership $5.00 per calendar year
or such other sum as may hereafter be fixed by the Board of Directors or members. Dues shall be payable on a calendar year basis. No member or family member shall be in good standing and entitled to vote unless his dues for all preceding years during which he was a member and the current year are paid by March 31 of the current year.
Section 8-2. Fiscal year. The fiscal year of the Corporation shall be the calendar year.
NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 9-1. Nomination. Except for the initial election, which shall take place on January 26, 2000, the President shallappoint a nominating committee at the third meeting and shall submit a full list of candidates for officers and for the additional Directors. The floor shall then be open for additional nominations, each of which must receive two seconds. A person may be nominated for more than one office (including Board of Director member).
A complete list of all nominations shall be sent to the membership with their notice of the Annual Meeting in the fourth quarter.
Section 9-2. Time and Place of Election. Election of all officers an other members of the Board of Directors shall be held at the fourth quarter annual meeting of the members. No election may be held before 8:00 P.M. on the evening of said annual meeting. Elections shall be held in the following order:
For President, First Vice President, Second Vice President, Secretary, Treasurer and other Members of the Board of Directors.
Section 9-3. Ma-jority Vote Required. Election of each officer shall be held separately. Election shall be by secret ballot if there is a contest, and a majority of votes cast shall be necessary to elect a candidate for all offices, except other members of the Board of Directors.
Section 9-4. Procedure if No Candidate Receives Ma-jority Vote. Should there be more than two candidates for any office and should no one of the candidates receive a majority of votes cast, the person receiving the lowest number of votes cast shall be deleted as a candidate and another ballot taken, and this procedure shall be continued through successive ballots until one candidate receives a majority of votes.
Section 9-5. Election of Other Directors. After all of the officers have been elected, their names shall be stricken from the list of other candidates for director. If there are more candidates than directors to be elected, one secret ballot shall be held, in which each member shall have as many votes as there are directors to be elected. Those candidates who receive the highest number of votes shall be declared elected equal to the number of directors to be elected. Should there be a tie vote for the final director to be elected, a runoff ballot shall be held limited to the candidates whose votes were tied.
Should there not be a sufficient number of candidates after striking the names of newly elected officers, nominations shall be entertained from the floor until the number of candidates at least equals the number of directors to be elected. Should more candidates be nominated than the number of directors to be elected, a ballot shall be held as provided above. Otherwise, the procedure provided in Section 9-6 shall be followed.
Section 9-6. Uncontested Election. If there be but one candidate nominated for any office the election may be by acclamation, and the Secretary shall cast the ballot.
Section 9-7. Persons Eligible for Office or to Vote. No person shall be eligible for office or shall be entitled to vote unless he is a member in good standing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 10-1. Every Director, Officer, employee of the Association and such others as specified from time to time by the Executive Committee, shall be indemnified by the Corporation against all expenses and liabilities including counsel fees, reasonably incurred and imposed upon them in connection with any proceedings to which they may be party, or in which they may become involved, by reason of being or having been a Director, Officer or employee of the Corporation, or any settlement thereof, whether the person is a Director, Officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties.
The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
Section 10-2. Indemnification in Third Party Proceedings. The corporation shall indemnify 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 representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner 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 conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nob 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.
Section 10-3. Indemnification in Derivative Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action; or suit 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 representative of the corporation, or is serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), actually and reasonably incurred 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 and except 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 for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the Court of Common Pleas of Montgomery County or the court in which. such action or suit 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 indemnify for such expenses which the Court of Common Pleas or such other court shall deem proper.
Section 10-4. Mandatory Indemnification.
Notwithstanding any contrary provision of the articles of incorporation or these by-laws, to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 10-2 or Section 10-3 above, he or she shall be indemnified against expenses (including attorney's fees) actually and reasonable incurred by him or her in connection therewith. the request of the corpdration as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), actually and reasonably incurred 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 and except 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 for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the Court of Common Pleas of Montgomery County or the court in which such action or suit 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 indemnify for such expenses whichthe Court of Common Pleas or such other court shall deem proper.
Section 10-4. Mandatory Indemnification.
Notwithstanding any contrary provision of the articles of incorporation or these by-laws, to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 10-2 or Section 10-3 above, he or she shall be indemnified against expenses (including attorney's fees) actually and reasonable incurred by him or her in connection therewith.
Section 10-5, - Determination of Entitlement to Indemnification. Unless ordered by a court, any indemnification under Section 10-2 or 10-3 above shall be made by the corporatiou only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be
(a) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or
(b) . if such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Section 10-6. pdvancing Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding as authorized by the Board in a specific case upon redeipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in paragraphs 1 through 3 above.
Section 10-7. Indemnification of Former Representative.
Each such indemnity may continue as to a person who has ceased to be a representative of the corporation and may inure to the benefit of the heirs, executors and administrators of such person.
Section 10-8. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of othe 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 such person and incurred by such person in any capacity or arising out of such person's status as such, whether or not the corporation would otherwise have the power to indemnify such person against such liability.
LIMITATION OF PERSONAL LIABILITY OF DIRECTORS;
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER
Section 11-1. Limitation of Personal Liability of Directors. A director of the! corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless:
(a) the director has breached or failed to perform the duties of his or her office as defined in Section 11-2 below; and
(b) the breach or failure to perform constitutes self dealing, willful misconduct or recklessness.
The provisions of this Section shall not apply to (a) the responsibility or liability of a director pursuant to any criminal statute; or (b) the liability of a director for the payment of taxes pursuant to local , state or federal law.
Section 11-2. Standard of Care and Justifiable Reliance.
(a) A director of the corporation shall stand in a fiduciary relationship to the corporation, and shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, . including
financial statements and other financial data, in each case prepared or presented by any of the following:
(i) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(ii) Counsel, public accountants or other persons
as to matters which the director reasonably believes to be within the professional or expert competence of such person;
(iii) A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good
faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
(b) In discharging the duties of their respective
positions, the Board, committees of the board and individual director may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon persons with whom the corporation has business and other relations and upon communities which the offices or other establishments of or related to the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (a) of this Section.
(c) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take action shall be presumed to be in the best interests of the corporation.
Section 11-3. Amendment by Board of Directors. These by-laws may be amended or repealed, or new by-laws may be adopted, by vote of a majority of the Board of the corporation in office at
any regular or special meeting. Such proposed amendment, repeal or new by-laws, or a summary thereof, shall be set forth in any notice of such meeting, whether regular or special.
Section 12-1. Amendments by Members.
(a) These by-laws may be altered, amended or repealed at any general meeting or at any special meeting of the members at which a quorum is present, or by letter ballot (provided that the specific alterations, amendments or repeals are approved by! a majority of the Board and submitted by mail to the membership at least 30 days prior to the date of the meeting or the date fixed for counting letter-ballots) by an affirmative vote of 2/3 majorIty of the members voting at such a meeting. A quorum of 35 voting members, or ten percent of the voting membership, whichever is smaller, must be returned.
(b) All changes adopted through this process shall be binding upon Melrose Park Neighbors Association, the Board and upon each member of the Association.
Section 12-2. Amendments - by Directors. The board of directors by a two-thirds vote of the members thereof, shall have the power to alter, amend or repeal these by-laws, at any regular or special meeting duly convened after notice of such purpose, subject always to the power of the members to change such action.
SEAL AND INTERPRETATION
Section 13-1. Corporate Seal. The corporation shall have a corporate seal in the form of a circle containing the name of the corporation, the year of incorporation and such other details as may be approved by the Board.
Section 13-2. Interpretation of By-laws. All words, terms and provisions of these by-laws shall be interpreted and defined by an in accordance with the Pennsylvania Non-profit Corporation Law, as amended, and as amended from time to time hereafter.
Section 14-1. Checks. All checks, notes, bills of exchange or other orders ih writing shall be signed by two officers as the Board may from time to time designate.
Section 14-2. Contracts. Except as otherwise provided in these by-laws, the Board may authorize any officer or officers, agent or agents, to enter into any contract, or to execute or deliver any instrument okz behalf of the corporation, and such authority may be general or confined to specific instances.
Section 14-3. Deposits. All funds of the corporation shall be deposited from time to time to the dredit of the corporation in such banks, trust companies, or other depositories as the Board may approve or designate, and all such funds shall be withdrawn only upon checks signed by such two officers as the Board shall from time to time determine.
Section 14-4. Annual Report of the Board. The Board shall direct the president and treasurer to present at the annual meeting of the board a report showing in appropriate detail the following:
(1) 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.
(2) The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
(4) The expense or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation..
The annual report of the Board shall be filed with the. minutes of the annual meeting of the Board. -
Upon dissolution, any assets of the Corporation remaining after payment of just debts shall be paid to an organization or organizations which are exempt from federal income tax under Section 501 (C)(6) of the Code as determined by the Board of Directors of the Corporation; failing such designation, the Court of Common Pleas for the county in which the principal office, is . located shall determine the disposition of the new assets of the Corporation consistent with the Corporation's exempt purposes.
End of By-Laws