Valley Forge Mountain Association

BY-LAWS ACCEPTED BY MEMBERSHIP

JANUARY 17, 1983

Revised as of February 26, 2018

VALLEY FORGE MOUNTAIN ASSOCIATION, INC.

(A Pennsylvania Non-Profit Corporation)

ARTICLE I - NAME

This corporation shall be known as the "Valley Forge Mountain Association. Inc." (herein

after referred to as the “Corporation” or the "Association").


ARTICLE II - PURPOSE

The purposes for which the Corporation is organized are to promote social welfare within the

meaning of section 501(c)(4) of the Internal Revenue Code including, but not limited to:

(i) providing for the social welfare of the residents of Valley Forge Mountain (as defined in

Article III, Section 1 below) and residents of the surrounding geographic area ; (ii) ownership

and maintenance of common land owned by the Association (known as the “Sunbowl” as

defined in Article III, Section 5 below) for the benefit of the residents of the Valley Forge

Mountain and residents of the surrounding geographic area ; and (iii) the ownership and leasing

of common land owned by the Association to the Valley Forge Mountain Swim Club, Inc. to

operate a swim club and pool for the benefit of the general public.


The Corporation is not organized for profit, and no part of the earnings of this Corporation shall

inure to the benefit of any member of the Board of Directors or any other individual except that

this Corporation may make payments of reasonable compensation for services rendered. The

Corporation shall not participate or intervene in any political campaign on behalf of, or in

opposition to, any candidate for public office. The Corporation shall never be operated for the

purpose of carrying on a trade or business for profit.


ARTICLE III - MEMBERSHIP

Section 1. Everyone permanently residing within Valley Forge Mountain, i.e., the designated

lots of the Binns Tract, as filed in West Chester. Chester County, Pennsylvania on member 24.

1957. drawing L 2053R. Book 7. page 9 for Schuylkill Township and on November 23. 1959.

drawing L 2354-23S, book 13. page 31 for Tredyffrin Township, as indicated on the map

attached to and hereby made a part of these by-laws (“Binns Tract”) shall be automatically

eligible for membership in the Association.


Section 2. Any person not permanently residing within Valley Forge Mountain (as defined in

Article III, Section 1 above) may submit a petition for membership to the Board of Directors

of the Association. If the Board of Directors finds that the petitioner shares a sufficient

common interest with the members of the Association, the Board of Directors shall grant the

petition and upon payment of the current dues, the petitioner shall become an active member

with full rights to vote and participate in all business and social affairs of the Association,

except those expressly excepted in these by-laws.


Section 3. Active Members. Upon payment of current dues, any person who is qualified for

membership under Article III Section 1 or Article III Section 2 shall become an active member

of the Association (“Active Member”). Active Members of the Association shall have the right

to vote pursuant to Article III, Section 5 below and to participate in all business and social affairs

of the Association, except those expressly excepted in these by-laws.


Section 4. Dues. Dues shall be established annually by the Board of Directors and shall be

approved by the membership at the Annual Meeting (as defined in Article III, Section 6(a)

below). Dues shall be collected on a date to be determined annually by the Board of

Directors.


Section 5. Voting. Voting privileges at every Membership Meeting (as defined in Article III,

Section 6 below) shall be exercised by one vote per household of Active Member(s) in good

standing with the Association, either in person or by proxy. In cases of other than routine

matters affecting lot B on the attached map (which is incorporated herein by reference and

hereinafter referred to as the “Sunbowl”), only Active Members whose membership is set forth

and defined in Article III, Section 1, above, may vote. Voting for Directors shall be on a

cumulative basis.


(a) Electronic Participation. The Board of Directors may permit, by resolution with respect to a

particular meeting, or the presiding officer of such meeting may permit, one or more persons to

participate in that meeting, count for the purposes of determining a quorum and exercise all rights

and privileges to which such person might be entitled were such person personally in attendance,

including the right to vote, by means of conference telephone or other electronic means, including,

without limitation, the Internet. Unless the Board of Directors so permits by resolution, or the

presiding officer of such meeting so permits, no person may participate in a meeting of the board of

directors or members by means of conference telephone or other electronic means


Section 6. Membership Meetings.

(a) Annual Meetings. An annual meeting of the Association shall be held in January of

each year on a date to be selected by the Board of Directors (the “Annual Meeting”).

(b) Regular Meetings. In addition to the Annual Meeting, four (4) regular membership

meetings of the Association shall be held between September and May of each year (“Regular

Meetings”).

(c) Special Meetings. Special meetings of Active Members may be called at any time by the

president or a majority of the Board of Directors, or upon the written request of at least twentyfive

(25) Active Members entitled to vote thereat (“Special Meetings”) (the Annual Meeting,

Regular Meetings and Special Meetings are hereinafter referred to, collectively, as “Membership

Meetings” unless stated otherwise).

(d) Place. All Membership Meetings shall be held at such place as may be fixed by the

Board of Directors.

(e) Notice. Written notice of the date, time, and place of all Membership Meetings and of the

purpose of each Membership Meeting shall be given by the Secretary of the Board of Directors to

each Active Member entitled to vote thereat at least five (5) days before the date of the

Membership Meeting, unless a greater period of notice is required by law. For purposes of this

section, written notice, is understood to reference an email sent to each Active Member’s email

address on record with the Corporation.

(f) Quorum. A quorum at any Membership Meeting shall consist of at least twenty- five

(25) Active Members entitled to vote thereat. A duly called Membership Meeting shall not be

organized for the transaction of business unless a quorum is present. The Active Members

entitled to vote present at a duly organized Membership Meeting may continue to transact

business until adjournment, notwithstanding the withdrawal of enough Active Members to leave

less than a quorum. If a Membership Meeting cannot be organized due to the absence of a

quorum, those present may adjourn the Membership Meeting to such time and place as they may

determine; but in the case of any adjourned Membership Meeting, those present, although less

than a quorum, shall nevertheless constitute a quorum for the purpose of the transaction of all

business at that adjourned Membership Meeting. Notice of the reconvened Membership

Meeting shall be given to all Active Members except when the urgency of the business to be

discussed does not allow this to be feasible. Notwithstanding the foregoing, in the case of other

than routine matters affecting the Sunbowl, a quorum shall consist of twenty- five (25) Active

Members whose membership is set forth and defined in Article III, Section 1, only, above.


ARTICLE IV - DIRECTORS

Section 1. Eligibility. Only Active Members shall be eligible to be elected or to serve as

directors.


Section 2. Term of Office. There shall be nine (9) directors, who shall constitute the entire

board of directors (“Board of Directors”), but only three (3) directors at any given time shall be

Active Members admitted by petition pursuant to Article III, Section 2. Each director elected at

the Annual Meeting shall hold office until the third Annual Meeting following his or her

election unless properly removed or disqualified, pursuant to Article IV, Section 8, and until

such further time as his or her successor is elected and has qualified.

No director shall serve no more than (2) consecutive three-year terms.


Section 3. Powers. The business of the Association shall be managed by the Board of

Directors, which shall have all powers conferred by law and these by-laws. The Board of

Directors shall elect, remove, or suspend officers, determine their duties, and require security in

such amounts, as it may deem proper. The Board of Directors shall also provide for an annual

audit of the Association's books and records and shall promulgate rules and regulations

governing the use of the Association’s facilities.


Section 4. Nominations. The president shall appoint annually a nominating committee,

consisting of a minimum of three (3) Active Members (including at least one member of the

Board of Directors) (“the Nominating Committee”) to nominate a slate of directors for election

at the Annual Meeting of the Association. Only one nomination shall be made by the

Nominating Committee for each director to be elected, and only Active Members may be

nominated. The names of those nominated by the Nominating Committee shall be set to each

Active Member at least three (3) weeks prior to the Annual Meeting. Additional nominations

may be made by any Active Member only if made in writing, signed by at least five (5) Active

Members, and submitted to the secretary at least five (5) days prior to the Annual Meeting.


Section 5. Meetings of the Board of Directors.

(a) Regular Board Meetings. Regular meetings of the Board of Directors (“Regular Board

Meetings”) shall be held within a reasonable time prior to the mailing of the notice of each

meeting of the members and at such other times as the Board of Directors shall from time to time

designate. Notice of the date, time and place of regular meetings shall be given to each director

at least five (5) days prior to the meeting.

(b) Special Meetings. Special meetings of the Board of Directors (“Special Board

Meetings”) may be called at any time by the president, or in his absence, the vice-president and

shall be called by the president upon the written request of at least three (3) of the directors.

Written notice of the date, time, and place and the general nature of the business to be transacted

at each Special Meeting shall be given to each director at least five (5) days before such meeting.

(Regular Board Meetings and Special Board Meetings are hereinafter referred to, collectively, as

“Board Meetings” unless stated otherwise).

(c) Place. Board Meetings shall be held at such place as the board may appoint or as may

be designated in the notice calling such meeting.

(d) Attendance. All Board Meetings shall be open to any Active Member of the

Association.


Section 6. Quorum. A majority of all the directors in office shall constitute a quorum for the

transaction of business at any Board Meeting, and the action of a majority of the directors

present at any Board Meeting at which a quorum is present shall be the action of the Board of

Directors. In the case of other than routine matters involving the Sunbowl (as defined above),

no quorum shall ever exist without the presence of a minimum of four (4) Directors who are

Active Members pursuant to Article III, Section 1 above.


Section 7. Vacancies. Vacancies in the Board of Directors, including any vacancy occurring

from the removal or disqualification of a director, shall be filled by vote of a majority of the

remaining members of the board then in office though less than a quorum. Each person so

elected shall be a director until a successor is duly elected by the Active Members at the

expiration of the term of office of the departing director.


Section 8. Removal. Any or all of the directors may be removed from office without cause by

vote of a majority at any duly organized Membership Meeting of Active Members provided the

consideration of such action had been described as one of the purposes of the Membership

Meeting in the written notice of the meeting sent to each Active Member entitled to vote

thereat.


Any director shall be removed from office by the other directors if by order of Court he or she

has been found to be of unsound mind, or is convicted of a felony, or if within sixty (60) days

after notice of election he or she does not accept such office either in writing or by attending a

meeting of the Board of Directors.


Section 9. Annual Budget. The treasurer annually shall prepare and submit a budget to the

Board of Directors. The president annually shall appoint a committee consisting of the

treasurer and at least three (3) Active Members to assist the treasurer in preparing the budget

(“Budget Committee”).

Upon approval of the budget submitted by the Budget Committee, the Board of Directors shall

submit the budget for approval to the Active Members at a Membership Meeting. When the

budget has been approved by the Active Members of the Association, the Board of Directors

may allocate and obligate monies within the provisions of the budget. Approval by the Active

Members must be obtained before the Board of Directors may allocate or obligate any funds not

provided for in the budget, unless exceptional emergency conditions make the obtaining of such

approval impractical.


Section 10. Annual Audit. The president annually shall appoint a committee consisting of (3)

Active Members, only one of whom shall be a director, to conduct an audit of the financial

accounts and records of the Association (“Audit Committee”). This audit shall be presented at

the Annual Meeting of the Association.


Section 11. Insurance. The Board of Directors shall acquire and maintain for the

Association adequate, appropriate insurance and shall report on such insurance at each

Annual Meeting of the Association.


ARTICLE V – OFFICERS

Section 1. Election. At its first Regular Board Meeting after the Annual Meeting of the

Association, the Board of Directors shall elect from its directors the following: a president; a

vice-president; a treasurer; and a secretary. The Board of Directors also may elect such other

officers from Active Members who need not be directors, as it deems advisable. Any two (2) or

more officers may be held by the same person except the offices of president, vice president,

secretary, or treasurer.


Section 2. President. The president shall be the chief executive officer of the Association.

Except as the Board of Directors may otherwise prescribe by resolution, the president shall have

general supervision over the business and operations of the Association, may perform any act

and execute any instrument for the conduct of such business and operation, and shall have all

power and duties usually vested in that office. The president shall preside at all Board Meetings

and all Membership Meetings of the Association.


Section 3. Other Officers. The duties of the other officers shall be those usually related to

their office except as otherwise prescribed by resolution of the Board of Directors.


Section 4. General. In the absence of the president, the vice-president or any other officer

designated by the board shall exercise the powers and perform the duties of the president. The

president, or any officer or employee authorized by the president, may, subject to ratification

by the Board of Directors, appoint, remove, and/or suspend agents or employees of the

Association and may determine their duties and compensation.


ARTICLE VI - INDEMNIFICATION

Any person involved in any actual or threatened action, suit or proceeding, civil or criminal

(other than by the Corporation) by reason of the fact that he, his testator or intestate, is or was a

director, officer or employee of the Association, shall be indemnified by the Association against

the expenses incurred or paid by him connection with the defense or settlement of such action,

suit or proceeding, or in connection with any appeal therein, including attorney's fees, court

costs, expert fees, costs of deposition transcripts, judgments, fines or amounts paid in settlement

except in relation to matters as to which it shall be adjudged in such action, suit or proceeding

that such officer, director or employee acted in bad faith toward the Corporation In the case of a

criminal action, suit or proceedings, a conviction or judgment (whether based on a plea of guilty

or nolo contendere or its equivalent or after trial) shall not be deemed an adjudication that such

director, officer or employee is liable for negligence or misconduct in the performance of his

duties if in the opinion of a majority of disinterested directors (or if outside counsel other than

regular counsel for the Association if there are no such disinterested directors), such director,

officer or employee was acting in good faith in what he considered to be the best interests of the

Association and with no reasonable cause to believe that the action was illegal.


ARTICLE VII - COMMITTEES

Section 1. Standing Committees. The president, subject to ratification by the directors,

annually shall appoint an Active Member of the Association to serve as chairperson of each

standing committee (“Standing Committee”). The newly appointed chairperson of each

Standing Committee shall appoint as many other Active Members of the Association as

members of such committee as he or she considers proper. The Standing Committees and their

duties shall be as follows:


PLANNING: Prepare annual and long term plans for the future of the Association so as to

assure that its objectives are met and that a positive constructive and dynamic program is

available to other committees and the membership. Review and recommend changes to

the by-laws.


PROPERTY & CIVIC IMPROVEMENT: Plan for and carry out approved plans for the orderly

development of the facilities and appearance of the Sunbowl, in accordance with the long range

program prepared by the Planning Committee, and with the approval of the membership as

expressed in regular and special meetings. Make Valley Forge Mountain a more beautiful and

rewarding place to live through the dissemination of suggestions and information of gardening

tips, forest-fire prevention, conservation of natural resources, and other ways of improving the

area aesthetically.


MEMBERSHIP: Assure that all residents of Valley Forge Mountain are apprised of the

objectives, benefits, and obligations of membership in the Association.


HOSPITALITY: Through the means of Active Member household teams, visit and welcome all

new residents of Valley Forge Mountain. Prepare, publish, and maintain a list of all residents of

the Mountain, Bring together the Women of the Association and their new friends and

neighbors of the Mountain by means of a Fall Coffee Reception. Serve refreshments at all

regular and special meetings. Maintain a close working relationship with the Membership

Committee.


ENTERTAINMENT: Plan and supervise all entertainment sponsored by the Association except

that provided at regular meetings, to include a least one summer and one fall/winter program.

Plan and supervise the annual visit of Santa Claus to participating Valley Forge Mountain

homes with gifts (if available) and greetings for all children.


CIVIC LIAISON: Represent the membership in dealing with State, Federal, and local

governments as directed by the Association. Inform the membership of any Governmental

actions affecting the area.


NOMINATING: As provided in Article IV. Section 4.

Section 2. Other Committees. The president may from time to time appoint subject to

ratification by the board of directors such other committees as he deems desirable and shall

determine the chairman and duties of each.


ARTICLE VII - Amendments

Section 1 Approval by Board. Amendment to these by- laws or to any portion thereof can be

made at any duly organized Annual Meeting or Special Meeting of the membership by the

affirmative vote of 2/3 of the Active Members, whose membership is set forth and defined in

Article III, Section 1, above, provided that the proposed amendment shall have been previously

approved by the board of directors and that notice of the time and place of the meeting and the

provisions of the proposed amendment is sent to each member at least ten (10) days before the

meeting at which such amendment is to be presented. Voting privileges shall be exercised by one

vote per household of Active Member(s) in good standing with the Association, either in person

or by written proxy.


Section 2 Direct Amendments by Members. Members may compel a vote by the membership on

an amendment to the by- laws, without prior approval by the board of directors, by submitting to

the Secretary of the Association a petition signed by at least twenty five (25) of Active Members

whose membership is set forth and defined in Article III, Section 1, above, with one signature

per household of Active Members(s) in good standing with the Association.. The board of

directors shall be required in thirty (30) days after the petition is received by the Secretary to set

a time and place for a meeting of the members to consider the proposed amendment. Written

notice of the time and place of the meeting and the provisions of the proposed amendment must

be sent to each member at least ten (10) days before the meeting at which such amendment is to

be presented. Such amendment is adopted if approved by 2/3 vote of the qualifying Active

Members, as defined above, present and voting at a duly organized meeting. Voting privileges

shall be exercised by one vote per household of Active Member(s) in good standing with the

Association, either in person or by written proxy..


Address: PO Box 111, Valley Forge, PA 19481

www.vfmountain.org


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