Bylaws
BYLAWS of THE PLAYERS CLUB OF SWARTHMORE
Article I ‑ NAME
Section 1. The name of the Corporation shall be The Players Club of Swarthmore (“the Club”).
Article II ‑ PURPOSE
Section 1. The purpose of the Club is to create an inclusive, diverse community for the performance of theatrical and musical productions, to nurture talent and further the development of skills, and to promote delight in artistic excellence. A further purpose of the Club shall be the educational and charitable benefit of the community within the meaning of Section 501(c)(3) of the Internal Revenue Code (“the Code”). The Club shall be permitted to do all things necessary to accomplish said purposes, including the owning and disposition of real and personal property.
Section 2. Exemption. In pursuing the purposes as set forth in Section 1 above, the Club shall not act so as to impair its eligibility for exemption under Section 501(c)(3) of the Code, as amended.
Section 3. Dissolution. In the event of dissolution, the Club shall distribute its assets to another organization which has established its tax exempt status under Section 501(c)(3) of the Code, or a governmental entity to be used for a public purpose in such manner as will best accomplish the general purposes for which the Club is organized. The dissolution, manner and extent of the distribution of assets after the payment or the provision for payment of all liabilities of the Club shall be determined by a two-thirds (2/3) vote of the Board of Governors (the “Board” or the “Governors” hereafter).
Article III ‑ OFFICES
Section 1. Registered Office. The registered office of the Club shall be at such location in Pennsylvania as the Governors may from time to time determine.
Section 2. Other Offices. The Club may also have offices at such other places as the Governors may select and the business of the Club shall require.
Article IV ‑ MEMBERSHIP
Section 1. Requirements. Any person may, upon timely payment of annual dues and acknowledged support of the purposes of the Club as set forth in Article II in a manner determined by the Governors, become a Member of the Club entitled to all the rights and privileges of Membership, provided that the Governors may establish any additional criteria for Membership consistent with the purposes set forth in Article II above.
Section 2. Types.
A. Member. A Member shall be one adult person over 18 years of age who has provided a physical address, electronic mail address and/or other verifiable contact information and timely paid dues as set forth in Section 3 below.
B. Honorary Member. Honorary Members are those adult persons who, in recognition of extraordinary contributions to the Club, are duly elected to this type of Membership by a 2/3 vote of the Board. This type shall be exempt from the payment of dues.
C. Other Types of Membership. There shall be such other types of Members as the Board shall from time to time determine subject to approval of the Members at the next Annual Meeting, as set forth in Article XII Section 4. Other Members shall have such rights as the Board may determine.
Section 3. Voting and Other Membership Rights. Each Member who has paid dues by October 1 of any given year (or those exempt from the payment of dues as determined by the Board) shall be entitled to one vote by ballot, whether inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form. Timely payment of annual dues grants full Membership rights, including voting rights, up to October 1 of the following year. Those Members ineligible to vote for failure to timely pay dues enjoy all other rights and privileges of Membership as shall be determined by the Board.
Section 4. Revocation of Membership. Membership of any person may be revoked at any time by the Governors at a duly convened meeting for any actions or statements deemed detrimental to the Club or in conflict with its stated purpose or policies; provided that written notice of the intention to expel and reasons therefore have been stated in the notice of the meeting. No Member shall be expelled without having the opportunity to be heard at such meeting. No formal hearing procedure need be followed.
Section 4. Any member of the Club ceasing to be a member, by resignation or otherwise, shall forfeit all rights and privileges in the Club and its assets, and such rights and assets shall be vested in the Club.
Section 5. Forfeiture of Membership Rights. Any Member may resign at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Club, unless some later time is stated in the resignation. Board acceptance is not necessary to make the resignation effective. Any Member of the Club ceasing to be a Member, by resignation or otherwise, shall forfeit all rights and privileges in the Club and its assets, and such rights and assets shall be vested in the Club.
Article V ‑ DUES
Section 1. Annual Dues. Annual dues for each type of Member shall be as determined by the Board from time to time.
Section 2. Non-Payment of Dues. If a Member does not pay the required dues by October 1 of any given year, Membership shall automatically cease and terminate, together with all rights and privileges thereof.
Article VI – BOARD OF GOVERNORS
Section 1. Powers. The business and affairs of the Club shall be managed by the Board, which may exercise all such powers of the Club and do all such acts and things which are not otherwise inconsistent with the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “Act”) , the Articles of Incorporation or these Bylaws. Duties shall be assumed on July 1. Each Governor shall be entitled to one (1) vote.
Section 2. Number, Election and Qualifications. The number of Governors which shall constitute the whole Board shall be fifteen (15). Each Governor shall be an adult Member of the Club.
Section 3. Term. The term of office of an elected Governor shall be three (3) fiscal years, or until a successor is elected or appointed, except that initial terms may be for one or more year(s) in order that the terms of approximately one third of the Gover¬nors shall expire each year. A Governor shall serve no more than six (6) consecutive fiscal years. In the case of an appointed Governor, an appointment shall be deemed to be the equivalent of a three (3) year term, regardless of the number of years actually served. A Governor who has served two (2) consecutive terms in office shall be eligible for election or appointment to the Board after a one (1) year hiatus.
Section 4. Vacancies. Vacancies in the Board shall be filled by Presidential appointment, subject to ratification by a majority vote of the remaining Members of the Board. Each person so elected shall serve for the remainder of the applicable term, until a successor is elected or appointed or until an earlier death, resignation or removal.
Section 5. Removal. Any Governor who fails to perform the duties of the office or whose conduct is deemed prejudicial to the Club may be removed from office by a 2/3 vote of the Governors present at a duly convened meeting of the Board provided that written notice of the intention to consider removal of such Governor has been included in the notice of the meeting and such Governor has an opportunity to refute the charges before the Board at such meeting. No formal hearing procedure need be followed.
Section 6. No Compensation. No Governor shall be compensated for services as such, but shall, upon authorization by the Board, receive reimbursement for reasonable expenses incurred in pursuit of the business of the Club.
Section 7. Fiduciary Duties of Governors. Each Governor shall stand in a fiduciary relation to the Club and shall perform the duties of Governor in good faith, in a manner reasonably believed to be in the best interests of the Club and with such care as a person of ordinary prudence would use under similar circumstances, as set forth in the Act. Absent breach of fiduciary duty, lack of good faith or self-dealing, any action taken or not taken as a Governor shall be presumed to be in the best interests of the Club.
Section 8. Conflicts of Interest. No Governor shall have or shall acquire any financial interest in any project which the Club is promoting or any contract or other transaction to which the Club shall be a party without disclosing same to the Board immediately upon learning of such interest. Only disinterested Governors shall vote upon such contracts or transactions. The Board shall adopt a policy addressing conflicts of interest.
Section 9. Evaluation. The Governors shall annually evaluate their own performance and the composition of the Board in terms of skills, experience, diversity and contributions to identify ways it may improve its effectiveness by selection of new Governors or otherwise.
Section 10. Communication to the Board. In addition to being receptive to feedback or comments from any Member on an individual basis, the Board shall, from time to time, create opportunities for a Member to address questions or concerns with a number of Governors through an open forum in an appropriate format determined by the Board.
Article VII ‑ OFFICERS
Section 1. Election, Positions, Term, Consecutive Terms. The Officers of the Club shall be elected from and by the in-coming Board for the next fiscal year at a meeting called by the outgoing President for that sole purpose as set forth in Article XI, Section 4. The Officers shall consist of: a President; a Vice President; a Secre¬tary; and a Treasurer, each of whom shall and is expected to serve for a term of one fiscal year. Officers may be elected for consecutive terms.
Section 2. Other Officers, Assistant Officers. The Board may elect such other officers or assistant officers, as may be required, who need not be Governors but must be Members, who shall hold such office for such terms and shall have such authority and shall perform such duties as the Board may determine from time to time.
Section 3. Vacancy. A vacancy in any office for any reason shall be filled by Presidential appointment, subject to ratification by the Board.
Section 4. Duties of the President. The President shall: preside at all meetings of the Members and of the Board; see that all orders and resolutions of the Board are carried into effect; appoint all committee chairs and Operating Staff members, subject to the approval of a majority of the Governors in office, and, excepting the Nominating Committee, shall be an ex officio member of each Club committee.
Section 5. Duties of the Vice President. The Vice President shall have such powers and perform such duties as the Board may prescribe or as the President may delegate.
Section 6. Duties of the Secretary. The Secretary shall: assure that Minutes are prepared and maintained for all meetings of the Board and the Members; assure that appropriate notice is given for all meetings of the Board and Members; assure that Members shall have access to approved Minutes of meetings of the Board; and perform such other duties as may be prescribed by the Board or by the President.
Section 7. Duties of the Treasurer. The Treasurer shall: assure that accurate accounts of the receipts and disbursements of the Club are maintained; cause financial reports to be provided to the Board (and to the Members, as reasonably requested but not less than once a year); and shall perform such other duties as may be prescribed by the Board or by the President. The Treasurer, and others as the Board may from time to time determine, shall be bonded.
Section 8. Removal of Officers. Any officer may be removed by a 2/3 vote of the Governors in office whenever in their judgment the best interests of the Club will be served thereby.
Article VIII ‑ COMMITTEES
Section 1. Standing Committees, Establishment, Powers. The Board may establish one or more standing committees, consisting of one or more of the Governors and other Club Members, including but not limited to the following as further described below: a Production Committee; a Budget Committee; a Nominating Committee; and an Executive Committee. Each Chair of the Budget Committee, Nominating Committee and Executive Committee shall be a Governor appointed by the President, subject to ratification by a majority vote of the Governors in office, to serve during the President’s term. The Chair of any other standing committee shall preferably be (but is not required to be) a Governor appointed by the President, subject to ratification by a majority vote of the Governors in office, to serve during the President’s term. Each standing committee shall have the authority of the Board only to the extent authorized by the Board, shall keep regular Minutes of its proceedings and shall report such proceedings to the Board. No committee shall have any power or authority to do the following: fill vacancies on the Board; adopt, amend or repeal the Bylaws; amend or repeal a resolution of the Board; act on matters committed by the Bylaws or the Board to another committee of the Board; or create a binding obligation of the Club without Board approval.
Section 2. Ad Hoc Committees. The President may appoint one or more ad hoc committees consisting of one or more Club Members and designate the functions of each, subject to the approval of a majority of the Governors in office. An ad hoc committee shall not exercise the authority of the Board unless, and then only to the extent, authorized by the Board and shall report such proceedings to the Board. Each ad hoc committee shall serve at the pleasure of the President and the Board.
Section 3. Non-Governor Appointment. If any person who is not a Governor is appointed to any committee of the Board, such non-Governor shall have no right to vote on any question that would create a binding obligation of the Club.
Section 4. Appointment to Committee. Unless otherwise determined by the Board or set out in these Bylaws, the President shall determine the composition of all committees.
Section 5. Advisory Boards. The Club may, in its discretion, establish advisory boards that may include persons who are neither Governors nor Club Members. Such advisory boards shall have no power to bind the Club and shall have only such other responsibilities and duties as delegated to them by the Board or the President.
Section 6. Budget Committee. The Budget Committee shall include the Treasurer. The Budget Committee shall be responsible for reviewing such financial and tax matters as may be referred to it by the Board and making recommendations to the Board affecting financial policy.
Section 7. Production Committee. The Production Committee shall include: (i) the Producing Director as Chairperson; (ii) all main stage directors of the current season; (iii) the Technical Director or the Technical Director’s delegate; (iv) the Producing Director of the Second Stage Series; (v) the Producing Director of the Children’s Series; and (vi) others as appointed by the Producing Director with the approval of the Production Committee. Each person identified in (i) – (v) above is entitled to a vote on the Production Committee. Each person identified in (vi) above shall be entitled to a vote on the Production Committee but only with the approval of the Board. The Production Committee shall be responsible, subject to a budget approved by the Board, for the production of all plays in the current season as well as for the selection of all plays and the production schedule for the upcoming season. The Committee shall report same to the Board at or before the February Board meeting. The Board may either accept or reject, in its entirety, the report of the Production Committee by majority vote. The Committee shall provide guidance and support to individual directors regarding casting and staffing.
Section 8. Nominating Committee. The Nominating Committee shall consist of not less than three (3) Members, one of whom shall be a Governor and serve as the Chairperson, and the remainder shall be from the Membership at large. The Nominating Committee shall be responsible for recommending to the Board the names of candidates for Governors of the Club. No member of the Nominating Committee shall be eligible for election to the Board while serving on the Committee. Votes shall be counted only by the Nominating Committee, with all committee members present, any time after the close of voting and before the next regularly scheduled Board meeting. Each Nominating Committee is dissolved after counting, verifying and reporting the results of the election.
Section 9. Executive Committee. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and such others as may, from time to time, be appointed by the President with the approval of the Board. The Executive Committee shall have and exercise the power of the Board in the management of the business of the Club as authorized by the Board. The President shall serve as the Chairperson.
Section 10. The Chairperson of any committee or a member of any given committee at the request of the Chairperson of that committee may be removed upon a 2/3 vote of the Board.
Article IX ‑ OPERATING STAFF
Section 1. Positions. The President, with the approval of the Board, shall appoint the following volunteer staff members, who individually: need not be Governors but must be Club Members; shall regularly inform the Board of their activities; and shall serve until a successor is appointed:
A. A Producing Director, who, as Chair of the Production Committee and with the advice of that Committee, shall be responsible for the selection of individual directors for each season. The Producing Director shall, with the advice and approval of the Production Committee, report to the Board the names of the directors, the titles of the productions and the order of presentation of the shows intended for the upcoming season prior to any public announce¬ment of same. Except in extremely unusual circumstances, the Producing Director shall, with the advice of the Committee, report to the Board prior to any public announcement any necessary change in the production schedule for either the current or upcoming season including but not limited to the title of any show, the director of any show, the performances dates of any show and/or the order of presentation.
B. A Technical Director who shall, in consultation with the Producing Director and subject to a budget approved by the Board, have charge of all backstage equipment and arrangements and have general responsibility for all technical committees, backstage workers and backstage activities. The Technical Director shall cooperate with each individual director and help organize the technical staff for each production.
C. A Maintenance Director who shall, subject to a budget approved by the Board, have charge of the upkeep of the buildings and grounds of the Club and make, or cause to have made, all necessary repairs, alterations, or replacements.
Section 2. Removal. Any Operating Staff member may be removed upon a 2/3 vote of the Board.
Article X ‑ NOMINATION AND ELECTION
Section 1. Chairperson, Establishment. By November 15 of each year, the President shall appoint a Governor as Chairperson of the Nominating Committee as described in Article VIII, Section 8, subject to the approval of the Board. The Chairperson shall, in a timely manner, constitute the Committee, as set forth in Article VIII Section 8, and report its Membership to the Board. The Chairperson shall make available to each member of the committee the results of the Board’s most recent self-evaluation as specified in Article VI Section 9 above.
Section 2. Powers, Floor Nominations. The Nominating Committee shall propose at least one candidate for each position to be filled and shall submit its nominations to the Board at its regularly scheduled meet¬ing in the month prior to the Annual Meeting. Those nominations approved by the Board shall be placed in nomination at the Annual Meeting. Additional nominations may be made from the floor at the Annual Meeting. In order to be eligible to be nominated from the floor, the candidate must either be present at the Annual Meeting or have expressed in writing to the person making the nomination from the floor a willingness to serve on the Board if elected. Any such writing must be given to the President at or before the Annual Meeting. Any floor nominee must receive the approval of a majority of those entitled to vote in attendance. Nominations from the floor at the Annual Meeting shall be limited to one-half of the number of vacancies on the Board. If more floor nominations than this limitation are approved by the majority of those entitled to vote in attendance, those floor nominations receiving the highest number of votes and subject to this limitation shall also be placed in nomination.
Section 3. List of Qualifications. A list of qualifications of each nominee shall be available for those Members eligible to vote by the start of elections.
Section 4. Election. Each Governor shall be elected by a majority of the ballots submitted, by a ballot vote of Members entitled to vote, whether inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form, by May 31 of each year. A ballot is valid if it contains a vote for at least one (1) nominee. In the event that any vacancy on the Board cannot be filled with the required threshold as set forth in this Section, a runoff election among all the remaining candidates shall be conducted until all vacancies are filled in accordance with this Section. In the event of a tie vote for the final seat on the Board, a runoff election shall be conducted between or among the candidates receiving the same number of votes to fill the vacancy in accordance with this Section. If, after a runoff election as set forth in this Section, a vacancy still persists, the vacancy shall be filled by Presidential appointment in accordance with Article VI section 4. Proxies are not permitted. The timing and procedures of the election shall be communicated to the Members at least one (1) week prior to the election.
Article XI ‑ MEETINGS OF THE BOARD OF GOVERNORS
Section 1. Regular Meetings. The Board shall meet regularly, but no fewer than six times each year, at such times and places as shall be determined by the Board. Notice of each regular meeting of the Board shall specify the date, place and time of the meeting and shall be communicated to for each Governor at least five (5) days before the meeting.
Section 2. Attendance. Governors are expected to attend at least two-thirds (2/3) of the regularly scheduled Board meetings. Failure to do so may result in appropriate sanctions including removal from the Board.
Section 3. Unanimous Consent of Governors in Lieu of Meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting if a written consent or consents is obtained from each Governor in office setting forth the action so taken. At the next regularly-scheduled meeting of the Board, the action taken on written consent shall be presented to the Board for consideration and the decision of the Board shall be so reflected in the Minutes.
Section 4. Annual Meeting for Election of Officers. The meeting for the election of Officers shall be held after the annual election and prior to July 1 upon at least five (5) days’ notice to the newly-elected Governors.
Section 5. Special Meetings. Special Meetings of the Board may be called by the President at any time or within ten (10) days of the receipt by the President of the written request of 1/3 of the Governors specifying the purpose of such meeting. Notice of each Special Meeting shall be given to each Governor at least five (5) days prior to the meeting and shall specify the date, place and hour of the meeting and the nature of the business to be conducted at such Special Meeting. Only business described in the notice shall be conducted.
Section 6. Quorum. A majority of all the Governors in office shall constitute a quorum at all regular or special meetings of the Board and the acts of a majority of the Governors present at a duly-convened meeting at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by the Act or these Bylaws.
Section 7. Teleconference Meetings. Any Governor or committee member may actively participate in meetings of the Board or of committees, as the case may be, by means of. communications equipment by which all persons so participating can hear the proceedings substantially concurrent with their occurrence and/or otherwise participate fully as if in person and all persons so participating shall be deemed present at the meeting.
Section 8. Proxy. Voting by proxy shall not be permitted.
Article XII ‑ MEETINGS OF THE CLUB
Section 1. Annual Meeting. The Annual Meeting of the Club shall be held during the month of March at the principal office of the Club (or at such other place as the Governors shall determine in accordance with these Bylaws) and at a time designated by the Board for the purpose of nominating Governors and to transact such other business as may be appropriate. At least two weeks’ written notice of said meeting shall be mailed to each Member of record to that person’s address appearing on the books of the Club.
Section 2. Reports. At such meeting an annual report of the affairs of the Club shall be submitted by the President and the Treasurer. The reports of the Production Committee and the Nominating Committee shall also be submitted.
Section 3. Special Meetings. Special Meetings of the Club may be called by the President or the Board at any time. Special Meetings of the Membership must be called by the President within two weeks of receipt by the President of the written request of ten percent (10%) of the Members specifying the object of the meeting. At least ten (10) days’ written notice of such meeting shall be mailed to each Member of record to that person’s address appearing on the books of the Club. Said notice shall specify the time, place, if any, the purpose of such meeting and the nature of the business to be transacted. No business other than that so specified in the notice of the meeting shall be transacted at such meeting. Convening such a Special Meeting does not grant any rights to the Members which are not already granted under these Bylaws or the Act.
Section 4. Quorum. Twelve (12) Members entitled to vote at a duly convened meeting of the Club shall constitute a quorum for the transaction of business at the meeting. The acts of a majority of those Members present at the meeting and entitled to vote shall be the acts of the Members. Voting by proxy is not permitted at any meeting of the Club.
Section 5. Electronic Meetings. A meeting of the Members may be held by means of the Internet or other electronic communications technology in a fashion pursuant to which the Members have the opportunity to read or hear the proceedings substantially concurrent with their occurrence, vote on matters submitted to the Members, pose questions to the Governors or others, make appropriate motions or comment, when appropriate, on the business of the Meeting. Such meeting need not be held at a particular geographic location.
Article XIII ‑ GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Club shall begin on the first day of July of each year.
Section 2. Place of Meetings. Meetings may be held at such place as the Board may from time to time determine.
Section 3. Notice. Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy by first class mail, postage prepaid (and shall be deemed to have been given when deposited in the U.S, mail addressed to such person), or by electronic mail (and shall be deemed to have been given when dispatched), to that person’s address appearing on the records of the Club.
Section 4. Electronic Mail. Any action taken which may be done, or is required to be done, in writing under these Bylaws or the Act, including agreement to a written consent, shall be valid if sent and received by electronic mail.
Section 5. Signatories. All checks or demands for money and notes of the Club shall be signed by such Officers or delegates as the Board may from time to time designate.
Section 6. Obligations. The Board shall have the power to authorize the Officers of the Club to borrow money in its name in such amounts and for such purposes as shall be approved by the Board.
Section 7. Headings. In interpreting these Bylaws, the headings shall not be controlling.
Article XIV ‑ INDEMNIFICATION
Section 1. General Rule. A Governor shall not be personally liable for monetary damages as Governor for any action taken, or failure to take any action, unless:
(a) The Governor had breached or failed to perform the duties of a Governor in accordance with the standard of conduct contained in Section 5712 of the Act and any amendments and successor acts thereto; and
(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;
Provided, however, that the foregoing provision shall not apply to (i) the responsibility or liability of a Governor pursuant to any criminal statute; or (ii) the liability of a Governor for the payment of taxes pursuant to local, state or federal law.
Section 2. Indemnification. Except as set forth in Section 4 below, the Club 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, by reason of the fact that such person is or was a Governor, Officer or other volunteer of the Club, against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding to the full extent permis¬sible under the law, provided such person acted in good faith, in an authorized capacity on behalf of the Club, and in a manner reasonably believed to be in, or not opposed to, the best interests of the Club and, with respect to any criminal proceeding, had no reasonable cause to believe his/her conduct was unlawful.
Section 3. Termination, Presumption. The termination of any action, suit or proceeding by judgment, order, settlement, or plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Club and, with respect to a criminal proceeding, had reasonable cause to believe that his/her conduct was unlawful.
Section 4. No Right To Indemnification. Indemnification pursuant to this Article shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a competent court to have constituted self-dealing, willful misconduct or recklessness.
Section 5. Procedure. Unless ordered by a court, upon the request of any person seeking such indemnification under Section 2 above, the Board shall determine, by a majority vote of disinterested Governors, whether such indemnifica¬tion is permissible in the circumstances because the person seeking indemnification has met the applicable standard of conduct set forth in Section 2 above, or, if a quorum of disinterested Governors is not obtainable, such determination shall be made by independent legal counsel if the Board so directs.
Section 6. Advancement of Expenses. Expenses incurred by a person who may be entitled to indemnification pursuant to this Article shall be paid by the Club in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such an amount if it is ultimately determined that such person is not entitled to be indemnified by the Club as authorized in this Article; provided, however, that the Club may withhold the advancement of expenses if the action, suit or proceeding is brought against such person by or in the right of the Club.
Section 7. Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue and may inure to the benefit of such person’s heirs, executors and/or administrators.
Section 8. Other Rights. The right of indemnification as provided in this Article shall be in addition to, and not exclusive of, all other rights to which such person may be entitled as a matter of law.
Article XV ‑ AMENDMENTS
Section 1. Bylaw Amendments. These Bylaws may be amended by a vote of two thirds of the Members present and entitled to vote at any duly convened meeting of the Club. At least two weeks written notice shall be mailed to each member of record entitled to vote. Said notice shall specify that the purpose of the meeting is to consider the adoption, repeal or amendment of the Bylaws and a copy of the proposed amendment(s) or a summary of the changes to be effected shall be enclosed with said notice.
Article XVI ‑ DEFINITIONS
“Majority” shall mean a number greater than 50% of a total.
ADOPTED this 7th day of June 2021 by the Members of The Players Club of Swarthmore.