Article 1- Membership

 

Section 1. The membership shall consist of regular members and honorary

    members. Any reference henceforth to Club shall be construed to mean   

    Club Valiants).

  

1. Regular Members shall be limited to Uniformed Personnel of the

Philadelphia Fire Department (UPPFD), retired UPPFD, disabled UPPFD, former UPPFD who have left the Philadelphia Fire Department (PFD) for other than disciplinary reasons, but who shall have been in the department beyond the probationary period, and former UPPFD who have been discharged, but who are appealing

          their discharge.

 

   B.  Honorary Members shall be limited to those persons who have

rendered outstanding service to the community by the contribution

of their unselfish services for the benefit and betterment of the community and humanity. Honorary members, who are not also regular members, shall not have the right to attend meetings, speak or hold office. The term “members," where used in these bylaws, shall not be construed to include honorary members, unless said honorary members are also’ regular members."

 

1. Honorary members may be designated from time to time as the 

organization shall desire.

1. Honorary members who are also regular members, shall not be    

required to pay any dues or any initiation fee.

 

Section 2. Application for Membership

 

Persons who desire to become regular members shall be sponsored by three (03) regular members and shall submit, in duplicate upon a form to be furnished, the information requested. The forms shall then be submitted to the Membership Committee for its report and recommendations. The report shall be submitted to the meeting of the membership of the organization which shall make the decision on admission. Candidates for membership to Club Valiants must attend a regularly scheduled meeting either on Monday or Thursday in person or via zoom and be sworn in to complete their membership.

 

   Section 3. Dues

 

1. Dues shall be fixed by motion; however, no increase shall be made   

more than once during any calendar year.

1. Dues shall be paid by means of payroll deduction.

2. Candidates shall submit required forms to authorized payroll deduction by City of Philadelphia.)

3. Uniformed Personnel of the Philadelphia Fire Department

(UPPFD), retired UPPFD, disabled UPPFD, former UPPFD who have left the Philadelphia Fire Department (PFD) for other than disciplinary reasons, but who shall have been in the department beyond the probationary period shall be exempt from paying Club dues.

 

              B.  Should any member become delinquent in his/her payment of dues, or

                    in any other financial obligation to the organization, the member  

shall be notified by  certified mail to show cause why he/she should not be dropped by the organization.

1. Upon failure to show cause, the organization may order the member      

    dropped from the roles, without further notice or hearing.

2.The organization may forgive that, or other financial obligations to  

                        the organization, in part or in whole, of any member, upon the  

                        showing of just cause.

  

              C. Any member dropped for non-payment of dues may be reinstated.

1. Such member shall pay the re-instatement equal to the monthly dues not paid, as set in Section 3 of this Article.

2. Such member shall pay delinquent dues, but these dues shall be  limited to one year.

                     3. Such member shall pay any other financial obligation to the

                         organization.

4. The organization may forgive the dues, or other financial obligation   to the organization of any member, upon the showing of good cause.

Section 4. Resignation

If a member desires to resign from the Club, they shall give written notice via certified mail or email (should said member cancel his/her payroll deduction their membership shall be terminated at such time).This notice shall be referred to a Special Committee appointed by the President. The Special Committee shall promptly investigate the financial status,    

          commitment and other obligations of such member. After it shall have been   

determined that nothing is due to organization, financial or assets, the Special Committee shall recommend the acceptance of the resignation. If it shall be determined that something is due, demand shall be made for the same. Upon failure of the member to respond, the Special Committee shall make a recommendation to whether legal action shall be instituted or the matter considered closed.)

 

    Section 6. Except as otherwise provided in these bylaws, the parliamentary 

            authority shall prescribe the rules, or disciplinary action.

 

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   Article II – Officers

    Section 1. Officers shall be the President, First Vice-President, Second-Vice   

            President, Secretary, Treasurer, Business Manager, Chaplain, and Sergeant-

  At-Arms. Officers shall serve for a term of three years (3) or until their  

  successors are elected. These foregoing officers shall compose the   

  Executive Committee. The terms of all officers and members of the Board  

  of  Directors, seven (7) shall begin on January 01 of the year following the 

  date of the regularly scheduled elections.

 

    Section 2. All officers shall have been members of the Club for at least two

  years (2) prior to holding office, attend fifteen (15) meetings in the       

  previous three (3) year calendar period and shall retain membership as a  

  condition for holding once. In addition, the Treasurer shall be bondable.

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    Section 3. Officers and members of the Board of Directors shall be elected by

           the assembly in the following manner:

          A. Nominations shall be held at the September meetings.

     

B. The election shall be held on the first Tuesday following the first Monday  

     in December.

   

         C. The election shall be by ballot. Balloting procedure shall be as follows:

   1. Ballots may be cast in person. The polls shall be open from 9:00 AM to

       9: 00 PM. Any member waiting to vote at the time the polls close shall   

       be permitted to vote.

             2. Absentee ballots shall be permitted for elections.

     (a) Member may request absentee ballots in person at the Club’s  

          regularly scheduled monthly Meetings, by regular mail or by the

          organization’s voice mail messaging system starting with the

          September’s monthly Meeting.

               (b)Such request shall be made, in writing, to the Secretary no more than    

          sixty (60) nor less than thirty (30) days before the election. The   

          Secretary shall no less than twenty-eight (28) days before the    

          Election transmit these requests to the judge of election along with    

          the list of members entitled to automatically receive absentee ballots.

     (c) The judge of election shall cause absentee ballots to be mailed to

           members entitled to or requesting absentee ballots. This mailing shall

           be no later twenty-five (25) days before the election' Ballots, to be

           valid must be received no later than the day before the election.

      (d) The assembly may designate a specific address for the ballots to be

           sent at least (30) days prior to the election. ln the absence of such

designation, the ballots will be mailed to the office of the organization.

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   D.  Elections shall be by plurality. ln the event of tie for any elected 

         position lots shall be cast to determine who is elected. Only votes for  

         eligible members shall be credited.

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   E.  Article II, Sections, C and D shall apply in the case of a 

         Special Election. No Special Election shall be scheduled by the

         organization less than sixty (60) days from the date of scheduling. 

                   Nominations shall not be made less than thirty (30) days before the   

                   election.

   F. In the event of a regional or national emergency, declared by city, state,

   or National government, the Election Committee, with the consent of a        

   majority the Executive Committee members and a majority of the  

   members on the Board of Directors given individually, may postpone   

                 the election tor no longer than sixty (60) days. Any additional

                 postponement shall require a two-thirds vote of both the Monday

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Meeting and the Thursday Meeting held in the same month. In the event of a postponed election, all valid absentee ballots received shall be preserved and counted in the election. This clause shall not be construed to affect the date when the terms of office begin.

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          Section 4. Vacancies

              With the exception of the election of the President or either Vice- 

              President, when they occur, shall be filled by appointment by the   

              President. Such appointees shall serve until the expiration of the current 

              term of office. Should the office of first Vice-President become vacant,

              the Second Vice-President shall move up to First Vice-President. If the  

    office of Second Vice-President shall become vacant for any reason the 

    organization shall hold a Special Election to fill the vacancy for the 

    unexpired term of office. Should all three (03) offices become vacant for 

    any reason, there shall be a Special Election to fill the unexpired terms of 

    office .

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Section 5. Except as provided in these bylaws, the offices shall perform

    those duties Prescribed in the parliamentary authority. ln addition:

1. The President shall preside over all meetings of the organization, shall  

 appoint and dissolve all temporary committees except the Executive   

 Committee and any committee relating to disciplinary action. He/she  

 shall be a member ex officio of all committees, retaining all rights  

 except the right to vote, election committee, and any committee

 relating to disciplinary action.

1. First Vice President - The duties of the 1st Vice President shall be to perform all the duties of the President in the case of his/her absence and in the case of a vacancy in the Presidency he/she shall serve the unexpired term of office.

2. Second Vice President – The Second Vice-President’s shall be the same of the First Vice-President, in case he/she cannot function.

3. Recording Secretary – The duties of the Recording Secretary shall be to record all the minutes of regular and special meetings and keep a permanent record of the same, attend to all correspondence keeping a record of the same; keeping a permanent roll of the membership.

E. – The dues of the Treasurer shall be to receive all monies

         collected from whatever source and deposit them promptly in the bank        

         designated by the organization bonded or an amount set by the    

         organization. Upon proper presentation of vouchers or orders, he/she    

         shall draw all checks and sign same. He/she shall procure the signature    

         of the President or Business Manager. He/she shall prepare and submit    

         to the organization a monthly, quarterly, semi-annual or annual report,

         as the organization may request. At all times the Treasurer’s books   

         shall be open for inspection. He/she bonded in such sums as the  

         organization shall designate, provided nevertheless, that bond shall not

         be less than two thousand (2,000) dollars per year.  

1. Chaplain – The Chaplain shall act as liaison between the organization

and various religious groups in the community.

1. Business Manager -The duties of the Business Manager are to manage the rental activities and other organizational activities that require the use of the building. He/she shall represent the organization when leases, licenses, permits, and contracts are being negotiated. The Business Manager shall act as ex-officio member of all temporary committees whose functions involve financial transactions and shall for their accuracy request a record of the funds from the Clerk of these committees. He/she shall be responsible for the accuracy and completeness of all reports of those committees of which the Business Manager is an ex-officio member.

2. Building Manager – The duties of Building shall oversee the upkeep of the building and purchase the necessary supplies and equipment to do so. In addition he/she shall be the lead individual to obtain quotes for major repairs to building and the progress from beginning to end.

3. Sergeant-At-Arms – His/her duties shall be to maintain order at all regular and special meetings. At the request of the President, or any other officer, he/she shall evict any member who shows disrespect and acts not in the best interest of the organization. He/she shall perform such other duties as his/her office may require or may be designated by the President.

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Section 6. ln order that the funds of the organization be disbursed, it shall be  

          necessary that the signature of the Treasure be on each check, with the

           signature of either the President or Business Manager.

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Section 7. Upon Presentation of charges of misfeasance, malfeasance, or

          nonfeasance, such officer or member of the board of directors shall be 

          suspended until a hearing before the organization, which shall be scheduled

          within 30 days of the filing of charges. Nonfeasance shall include, but shall

not be limited to missing three (3) consecutive meetings without an  

acceptable excuse. Upon judgment of the organization, the officer or member of the board directors, shall be removed and his office declared vacant.

 

1. A thirty (30) day extension for the hearing date shall be granted upon the 

request of the accused. Such request must be made in writing prior to the

start of the hearing.

 

1. The Secretary, or in that officer’s absence, the President or First Vice-  

President, shall send the accused a copy of the specific charges by certified

mail at least twenty (20) days prior to the hearing.

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     C. The organization may permit the accused to continue to function in office

          prior to the hearing.

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1. The President, or in that officer’s absence the First Vice-President, may    

appoint a temporary officer to fulfill the duties of a suspended officer, with

the consent of the Executive Committee; this clause shall apply only to officers and not to members of the Board of Directors. Such a temporary officer shall be otherwise eligible to serve but shall not serve on any committee by virtue of this appointment.

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Article III - Board of Directors

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 Section 1. There shall be seven members of the board that shall serve for a term of four  

        (04) years or until their successor are elected. Four (04) shall be elected at one election   

        and three (03) shall be elected the following election.

  Section 2.  All directors shall have been members for at least two (2) years prior to 

        serving must have attended fifteen (15) meetings in the previous three (3) calendar    

        year period and shall retain membership as a condition for holding office.

Section 3- The Board of Directors shall elect from its members a Chairperson, Vice-

        Chairperson, and secretary, who shall serve while members of the Board or until their

        successors are elected.

Section 4. The Board may adopt rules for governing its meetings provided that they do not

        conflict with the bylaws or any rules the organization may adopt.

Section 5. The Board of Directors shall conduct an audit of the fiscal affairs of the    

        organization. It shall be the keepers of all property, personally or real, which shall be   

        owned by this organization. It will perform such other duties as the organization shall     

        designate. Starting January of each year, an annual audit shall be prepared and

        provided by the June meetings.

Section 6. Should there be any vacancy among the Board of Directors, by reason of

        resignation, death, or removal, the same shall be filled by the President

        for the unexpired term with a majority approval of the other Board Members. 

Section 7.  The Board of Directors shall meet at least bi-monthly, at a time scheduled by

       them. Special meetings shall be called by the chair, by a majority of the members of     

       the Board of Directors, or at the request of the President.

 

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Article IV - Meetings

Section l. There shall be two (2) separate regular meetings each month. One

       meeting shall be held on the First Monday of the month and the second on the 

       following Thursday. There shall be no regular meetings in the months of July

       and August. Should either of these regularly scheduled meetings fall on a     

       holiday, the meeting shall be held on the same day of the following week. The  

       meeting scheduled to be held on the First Monday shall be designated as the   

       "Monday Meeting" and the scheduled meeting on the following Thursday shall

       be designated as the "Thursday Meeting.” The meetings as designated above

       shall constitute a monthly meeting of the organization.

 

Section 2. No main motion shall be adopted unless it is adopted by both Monday   

       and Thursday’s Meetings held in the same calendar month. Any change   

       in the text of a motion by either regular meeting must be agreed to by both   

       Monday and Thursday’s Meetings held in the same calendar month.  

       Members voting at a Monday Meeting shall not be permitted to vote or make  

       main motions at the immediately following Thursday Meeting and shall not

       be counted in establishing a quorum.

 

Section 3. All main motions and motions authorizing a committee to act, except as

       otherwise provided, adopted at a Monday Meeting shall be sent to the

Thursday meeting for consideration. All main motions and motions authorizing a committee to act, except as otherwise provided, adopted at a Thursday Meeting shall be sent to both meetings held in the next calendar for consideration. This shall apply only to main motions made at either of these meetings. Motions so transmitted shall become special orders.

Section 4. If neither the President, nor either Vice-President is present at any

       meeting, the members present shall elect a president pro tempore, to serve for  

       that meeting, during those officers’ absences. If the Secretary is absent any

       meeting a secretary pro tempore shall be elected during that officer’s absence.

 

Section 5. The quorum shall be three (03) members entitled to vote at any given

      meeting.

 

Section 6. All officers, appointees and all committees of the Club who cannot

       attend a regular or special meeting are required to present their reports to the

       President/ presiding officer, so that the business of this organization can be

       properly conducted.

 

Section 7. A Special meeting may be called by the President or upon written

      request of ten (10) members, ten (10) days notice shall be required. Minutes of

      a special meeting shall be submitted to both next regular meetings for approval.

 

Section 8. The meetings shall start at 07:30 P.M. or at such other time as

     designated. The meetings shall be held as determined by the President or the

     organization whether in person and/or electronically to avoid disruption of the

     business of the organization.  

 

 

Section 9. The order of business or regular meetings shall be:

     A. Prayer

     B. Reading of Preamble

     C. Roll Call

     D. Reading and approval of the minutes

     E. Communications

     F. Reports of Officers

     G. Reports of Boards and Standing Committees

     H. Reports of Special Committees

     I. Special Orders   

    

     J. Unfinished Business and General Orders

     K. New Business

     L. For the Benefit of the Organization

     M. Closing Prayer

Section 10. In the event of a regional or national emergency, declared by city,

      state, or national government, the President, or in his absence the vice

      Presidents in order of succession, with the consent of a majority of the     

      Executive Committee members and a majority of the members of the Board

      of Directors, given individually, may postpone or cancel any regular or special

      meeting. Such postponement or cancellation shall not extend beyond thirty (30)      

      days. Any business mandated to be conducted at a meeting by these bylaws

      may be conducted after such postponement.

 

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  Article V. Committees

Section 1. There shall be six (06) standing committees, the Executive Committee,

      the Membership Committee, the Ways and Means Committee, the Welfare

      Committee, the Publicity Committee and the Election Committee. With the

      exception of the Executive Committee and the Election Committee these

      committees shall:

      A. Be appointed by the President.

      B. Perform those duties assigned to it by the organization or the Executive

            Committee.

 

Section 2. The Executive Committee shall consist of the President, First Vice-

       President, Second Vice-President, Secretary, Treasurer, and Business

       Manager, all of which shall be voting members. The officers shall perform the

       same duties on the Executive Committee that they perform for the

       organization. The Executive Committee:

    A. Shall perform those duties prescribed in these bylaws and the parliamentary

        authority.

    B. Shall perform those functions assigned to it by the organization.

    C. May make recommendations to the organization.

 

Section 3. The Election Committee shall consist of three (03) members, who shall

       not be candidates for office, to be elected by the organization at least thirty

       (30) days prior to any election they shall be elected by plurality vote. Each  

       meeting shall cast votes during the same calendar month; the chair shall

       cause the vote to be counted and recorded, the total of votes cast at each

       meeting shall be added together to determine the election. The member  

       with the highest number of votes shall serve as the judge of election; the

       other two (02) shall be tellers. In the event of a tie, lots shall be cast to

       determine who shall serve as judge of election or teller. The duties of the

 

Election Committee shall be:

A. To cause the ballots to be printed.

B. To secure the ballot box and have general charge of the polling places.

          C. To count the ballots and announce the results.

          D. Conduct any casting of lots to determine the election of an officer or

               member of the Board of Directors. Tied candidates shall be informed and

               permitted to attend or to send a representative to attend, any casting of

               lots.

E. To perform those other duties authorized in the bylaws.

 

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Article VI – Dissolution

 

Upon the dissolution of Club Valiants, the Board of Directors shall, after paying or

making provisions for the payment of all of the liabilities of the Corporation, dispose of all assets of the Corporation in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the same time shall qualify as an exempt organization or organization under section 5O1 C (3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is located exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

 

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Article VII – indemnification

Section l. The Board Directors of Club Valiants shall not be personally liable for

    Monetary damages for any action taken, or any failure lo take action, as a board

    member unless the director or officer has breached or failed to perform the   

    duties of his or her office under the Directors' Liability Act 42 Pa. 8383 related

    to standard of care and justifiable reliance and the breach or failure to perform  

    constitutes self-dealing, willful misconduct, or recklessness. Moreover, this

    limitation of liability will not extend to criminal or tax liability of a director or

    officer.

 

Section 2. Club Valiants 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, including actions by or in the right of the Corporation,    

      whether civil, criminal, administrative, or investigative, by reason of the act

      that such person is or was a Director, Officer or is or was an agent of Club

      Valiants against expenses (including attorneys' fees), judgments, fines, and  

      amounts paid in settlement actually and reasonably incurred by such person in

      connection with suit, action, or proceeding if he or she acted in good faith and

      in a manner reasonably believed to be in or not opposed to the best interests of

      Club Valiants, and, with respect to any criminal action or proceeding, had no

      reasonable cause to believe his or her conduct was unlawful.

 

Section 3. Club Valiants shall indemnify any person who was or is threatened to be

      made a party to any threatened, pending, or completed action, suit, or

      proceeding, including actions by or in the right of the Corporation, whether

      civil, criminal, administrative, or investigative), by reason of the fact that such

      person is or was a Director, Officer or is or was an agent of Club Valiants

      against expenses (including 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 permissible

      under Pennsylvania law. No indemnification shall be made in respect of any

      clam, issue or matter to which such person shall have been adjudged to be

      liable for negligence or misconduct in the performance of his or her duty to

      Club Valiants unless and only to the extent that the court in which such action

      or suit was brought shall determine that, despite the adjudication of liability

      but in view of all the circumstances of the case, such person is fairly and

      reasonably entitled to indemnity for such expenses which the court shall deem

      proper.

 

 

Article Vlll - Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases where they are applicable and which they are not inconsistent with these bylaws and any special rules of order the organization may adopt. Further, the motion 'Reconsider and Enter in the Minutes" shall be out of order and if it should be made, it shall be null and void.

 

 

Article lX - Amendments

These bylaws may be amended in the following manner:

 

Section l. The text of the proposed amendment, which shall be presented in writing

      and read at both the Monday Meeting and Thursday Meeting held in the same

      month and may be amended.         

 

Section 2.  If the Monday Meeting and Thursday Meeting are in agreement to the

       text of the amendment and no further amendment to the proposed amendment

       shall be permitted after both meetings are in agreement; this shall be the final

       draft.    

 

Section 3. After the final draft has been agreed to, the amendment shall be

       submitted to the membership in one of the following manners:

 

1. At both the Monday Meeting and the Thursday Meeting of the following

      month.

 

1. At a special meeting, scheduled with the consent of both meetings, held in

the same calendar month.

 

Section 4. Two thirds (2/3) affirmative vote of the members voting on the final  

          draft, shall be necessary to amend these bylaws. The chair shall cause the

          vote to be counted and recorded. The total of votes cast at each meeting,

          shall be used in calculating the two-thirds (2/3) affirmative vote.