BY-LAWS OF FOUNTAIN PARK CHAUTAUQUA SOCIETY, INC.
The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.
Article I - Authority
- These By-Laws of FOUNTAIN PARK CHAUTAUQUA SOCIETY, INC., as adopted by authority of the Indiana Secretary of State, having issued its original certificate of existence to the FOUNTAIN PARK CHAUTAUQUA SOCIETY on July 25, 1933, pursuant to Indiana’s 1889 “Not for Pecuniary Profit” statute, and as subsequently amended or modified.
- These By-Laws may only be changed or altered by a two-thirds (2/3) majority of the members present at the annual meeting.
Article II - Membership
- Application/Responsibilities The members of this corporation are those persons having membership rights in accordance with provisions of these bylaws.
- Classes This corporation has two (2) classes of members designated as follows:
- Voting members shall be those adult members over the age of eighteen (18) years of age;
- Non-voting members shall be those members under the age of eighteen (18).
- Certificate Membership in this non-profit corporation society may be obtained from the Secretary or his or her agents by the acquisition and/or purchase of an annual full season two (2) week ticket, which when duly issued and authorized will entitle the holder thereof to membership during the year and season for which said ticket is valid. Said membership shall include all rights, liabilities, and responsibilities incident thereto, and the holder of a full season ticket membership signifies the member’s agreement to be bound by the Articles of Incorporation, as amended, these By-Laws, as amended, rules and regulations as promulgated from time to time by the Board of Directors, as amended, as well as payment of all fees assessments, and fines, if any, as determined by the Board of Directors as further set forth herein.
- Term of Membership Upon a member meeting all requisite qualifications contained herein, the term of membership shall commence upon the first day of the annual two-week session and continue until the day prior to the commencement of the next annual two-week session.
- Qualifications To qualify for and be admitted to membership in this corporation, a candidate must:
- Be willing to dedicate him or her self to the purpose for which Fountain Park was founded, to-wit: Establish and operate a community public benefit park in which the arts and crafts, ecumenical religious, educational, entertainment, literary, musical, scientific, and social interests are enjoyed, fostered, studied, and taught in a peaceful, serene, and wholesome environment.
- Be willing to support the purposes and special projects as determined by the Board of Directors, both financially and through service of time and labor.
- Fees The Board of Directors may, from time to time, set the fees for adult and child season ticket membership, and passes for daily admission shall be set from time to time.
- Assessments Memberships are subject to assessment on resolution of the board of directors, as follows:
- Declaring a particular project to be extraordinary and specifying the particular assessment for its support to be paid by the membership, and the time frame in which such assessment must be paid.
- Assessments against particular classes of members, such as, but not limited to, cottage owners, and camper’s for rental fees, water and sewage fees, electrical use, rental of facilities, etc;
- The assessment may only go into effect after a thirty (30) day notice to the membership and will be effective as to any member resigning or terminated within that period. Any Member subsequently resigning or terminated will not be relieved of liability for the full amount of the assessment, except to the extent provided by the board of directors in the basis of a policy applied equally to all members;
- Assessments may be imposed differently among classes of membership, but must be applied uniformly within any one class.
- Fines Memberships are subject to the imposition of reasonable fines based on violation of the Articles of Incorporation, these By-Laws, or violation of the rules and regulations as promulgated by the board of directors from time to time. Fines must be reasonable and not excessive, and aimed at deterring future violations and at compensating the corporation for the cost incurred in any clean-up, repairs, other damage or cost incurred by the corporation, and to deter future misconduct.
- The annual meeting of the members will be held on the grounds of Fountain Park during the second week of the annual session at a place and time as noticed as required herein.
- Special meetings may be called by either the President, Board of Directors, or on written demand of holders of 10 percent of all votes entitled to be cast on an issue proposed to be considered at the special meeting.
- The annual meeting shall be called by “Notice” posted in conspicuous places on the grounds of Fountain Park (eg., tabernacle, entrance gate, delivery to cottage owners, delivery to camp sites, refreshment or vending stands, public telephones, etc.) on the grounds of Fountain Park during the first week of the annual session.
- Written notice of any special meeting stating the day, place, and hour of the meeting, and the purpose if a special meeting, shall be delivered personally or mailed to each member entitled to vote at the meeting by number not fewer than five nor more than sixty days preceding the meeting. Mailed notices shall be regularly processed through the United States mail and sent to each member at the last address appearing on the corporate membership register as maintained by the Secretary and/or Treasurer.
- As an alternative to notice by mail, at any time during which the total number of members exceeds 1,000, notice of meetings may be given by a single publication in any newspaper of general circulation, printed in English, in the county in which the corporation then has its principal office, not fewer than ten nor more than thirty days prior to the meeting.
- Each member of the voting class only, and of no other class is entitled to a single vote on each matter submitted to a vote of the membership. There should be only on (1) vote per season ticket membership.
- Cumulative voting is prohibited.
- A member may not vote by proxy, but only in person.
- The Secretary shall permit only certified voting class members to vote, such certification in the reasonable discretion of said Secretary with his or her membership season ticket signed by that member.
- Quorum The number of percentage of members entitled to vote represented in person that constitutes a quorum at a meeting of members is ten percent (10%).
- Approval The vote of a majority of members entitled to vote on a matter submitted to a membership vote and present in person and not by proxy at a meeting is necessary for approval by members of the matter, unless a greater percentage is required by law in any instance. Unanimous consent in writing of all members entitled to vote on a matter submitted to a membership vote constitutes approval of the matter.
- Transfer Membership in this corporation is nontransferable and nonassignable or transferable.
- Termination Membership will terminate in this corporation on either of the following events:
- Receipt by the board of directors of the written resignation of a ember, executed by the member or a duly authorized attorney-in-fact.
- The death of a member.
- The failure of a member to pay dues, assessments, or fines on or before their due date.
- The failure of a member to retain the incidents of qualification for membership as described in these bylaws.
- For any other causes, inconsistent with membership, after due notice, hearing and determination by the board or duly delegated committee.
- Reinstatement If it is possible to correct or change the conditions leading to termination of membership before the board of directors adopts a formal resolution affirming the termination after determination, regardless of the passage of time or events occurring during that time, the member will be deemed automatically reinstated unless the board within thirty days of reinstatement holds a hearing, with notice, to confirm, for good cause shown that membership should remain permanently terminated as a result of the terminating circumstances.
Article III - Board of Directors
- Number, Election and Term of Office
- The number of the directors of the Corporation shall not be less than nine (9), nor more than twelve (12) pursuant to the 1997 Amended Articles of Incorporation, unless all of the outstanding memberships are owned beneficially and of record by less than three members, in which event the number of directors shall not be less than the number of members permitted by statute. The number of directors is hereby established as nine (9).
- Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of the Board of Directors of the Corporation, who shall be members of the Corporation, shall be elected by a majority of the votes cast at the annual meeting of the membership, by the holders of annual season tickets entitled to vote, present in person and entitled to vote in the election. No proxy voting shall be allowed, and the Board of Directors shall verify that each person voting is a member entitled to vote.
- Each director shall hold office until his/her term expires. As established by the original and preceding By-Lays, directors serve at staggered terms, and at each annual meeting of the corporate membership, three directors shall be elected for a period of three (3) years and shall serve until their successor shall be elected. This is pursuant to the 1934 First Annual Assembly, at which time three (3) directors were elected for three (3) years, three (3) directors for two (2) years and three (3) directors for one (1) year, and thereafter at each annual meeting three (3) directors have been elected for a period on three (3) years. This process continues the staggered term which permits the Board of Directors to enjoy continued continuity and experience among its membership.
- Duties and Powers The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the membership.
- Annual and Regular Meetings; Notice
- A regular annual meeting of the Board of Directors shall be held immediately or as soon as practicable following the annual meeting of the corporate memberships, at the place of such annual meeting of the members.
- The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.
- Notice of any regular meetings of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of paragraph 4 of this Article II, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such paragraph 4.
- Notwithstanding any provision to the contrary, no action against any individual member may be taken by the Board of Directors without at least fifteen (15) days notice by certified mail to the member or members at their last known address; provided, further, that any member shall have the right to defend against any charges and to confront his accuser in person or by written interrogatories.
- Special Meetings; Notice
- Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.
- Except as otherwise required by statute, notice of special meeting shall be mailed directly to each director, addressed to him at his residence or usual place of business, and post-marked at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by paragraph 8 of this Article III, need not specify the purpose of the meeting.
- Notice of any special meeting shall be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him. Or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.
- Chairman At all meetings of the Board of Directors the President of the Board, if any and if present, shall preside. If there shall be no President, or he shall be absent, then the Vice President shall preside, and in his absence, a person chosen by the directors shall preside.
- Quorum and Adjournmen
- At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws.
- A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.
- Manner of Acting
- At all meetings of the Board of Directors, each director present shall have one vote.
- Except as otherwise provided by statute, by the Certificate of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.
- Vacancies Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the membership shall be filled by the members at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the un-expired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.
- Resignation Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.
- Removal Any director may be removed with or without cause at any time by the affirmative vote of members holding of record in the aggregate at least a majority of the outstanding voting memberships of the Corporation at a special meeting of the members called for that purpose, and may be removed for cause by action of the Board.
- Salary No stated salary shall be paid to officers or directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other professional or employment capacity and receiving compensation therefore.
- No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.
- Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, not withstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This paragraph shall not be construed to impair or invalidate or in any way affect any contract or other transaction, which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
- Financial Management and Investment The Board of Directors is charged with the fiduciary responsibility of proper management and investment of the corporation’s property, income, and investments. The Board of Directors, through its Treasurer, shall render to the annual meeting a full and complete report detailing the corporation’s balance sheet, income and expense, along with asset and investment portfolios. The Board of Directors is also charge with setting the financial investment policy of the corporation detailing its philosophy as to conservative, moderate and high risk investment and rate of return.
- Committee The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive commit and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.
Article IV - Officers
- Number, Qualifications, Election and Term of Office
- The officers of the Corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, and such other officers, or more Vice Presidents, as the Board of Directors may from time to time deem advisable. All officers must be a member of the corporation, and a member of the board of directors. Any two or more offices may be held by the same person.
- The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of members.
- Each office shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.
- Resignation Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such office, and the acceptance of such resignation shall not be necessary to make if effective.
- Removal Any officer may be removed, either with or without cause, and a successor elected by a majority of the Board of Directors at any time.
- Vacancies A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpected portion of the term by the Board of Directors.
- Duties of Officers Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.
- Sureties and Bonds In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation shall execute to the Corporation a bond in such sum, and with such security or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.
- Stock, Dividends, Pecuniary Gain, Investment As a non-profit Corporation, this Corporation may not issue stock, pay dividends, or conduct itself in any manner conferring pecuniary gain upon any officer or member. This corporation may invest in or receive stock as part of its investment policy, but may not acquire stock for the sole purpose of gaining control of another corporation or other conduct which would affect this corporation’s Internal Revenue Code 501 (c) (3) status.
Article V - Fiscal Year
- The fiscal year of the Corporation for federal tax return reporting purposes shall be fixed by the Board of Directors from time to time, subject to applicable law.
Article VI - Record Date
- The Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than five days after the commencement of the annual session as the record date for the determination of members of record entitled to receive notice of or to vote at, any meeting of the membership or to consent or object to any proposal or resolution made to the membership as a whole. If no determination is fixed, the record date for determination of members of record shall be those members qualifying for membership on the 9th day following the date of the opening of the annual session of the corporation.
Article VII - Corporate Seal
- The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.
Article VIII - Amendments
- By Members All by-laws of the Corporation shall be subject to alteration, amendment, or repeal, and new amended by-laws may be made, by the affirmative vote of members holding of record in the aggregate at least a two-thirds (2/3) majority of the members entitled to vote in the election of directors at any annual or special meeting of membership, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.
- By Directors The Board of Directors shall not have the power to make, adopt, alter, amend, or repeal the corporate By-Laws, but may recommend such action to members at the annual or special meeting of the membership.
Article IX - Rules and Regulations
- The Board of Directors shall have the power to make, adopt, alter, amend, and repeal, from time to time, reasonable rules and regulations for the conduct of the membership and use of assets and facilities. All such rules and regulations promulgated by the Board of Directors shall further the purpose of Fountain Park and shall promote and regulate reasonable and prudent conduct and the functioning of Fountain Park. No such rule or regulations shall conflict with the Articles of Incorporation (as amended) or these By-Laws (as amended), and shall be posted and/or distributed to the membership in a manner calculated to give full and adequate notice to the membership.
Article X - Indemnity
- Any person made a party of any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer, or employee of the Corporation, or of any Corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.
- The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.
- The Board may fulfill its indemnity requirement through adequate insurance in sums approved by the Board.
- The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case where there is not disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to then existing rules of the American Arbitration Association.