Members Area

PMSC By-Laws Updated June 5, 2024

Table of Contents

Table of Contents........................................................................................................................................1

ArƟcle I, INTRODUCTORY.............................................................................................................................4

SecƟon 1.1, Name...................................................................................................................................4

SecƟon 1.2, Statement of Purpose.........................................................................................................4

SecƟon 1.3, Offices.................................................................................................................................4

SecƟon 1.4, Membership and Fiscal Year (Amended June 2024)............................................................4

SecƟon 1.5, Seal......................................................................................................................................4

SecƟon 1.6, Parliamentary Authority......................................................................................................4

SecƟon 1.7, Financial Statement............................................................................................................4

SecƟon 1.71, Audit CommiƩee (Amended June 2024)............................................................................4

SecƟon 1.8, Removed (Deleted June 2012).............................................................................................5

SecƟon 1.9, DissoluƟon..........................................................................................................................5

SecƟon 1.91, NoƟficaƟon..................................................................................................................5

SecƟon 1.92, DistribuƟon..................................................................................................................5

ArƟcle II, MEMBERS.....................................................................................................................................5

SecƟon 2.1, Membership........................................................................................................................5

SecƟon 2.2, Life Member........................................................................................................................6

SecƟon 2.3, Senior Life (Amended July 2012).........................................................................................6

SecƟon 2.4, AcƟve Member....................................................................................................................6

SecƟon 2.41, ApplicaƟon (Amended July 2012).................................................................................6

SecƟon 2.42, VoƟng on ApplicaƟons.................................................................................................6

SecƟon 2.43, RestricƟons..................................................................................................................6

SecƟon 2.44, Demise of Member (Added in 2003, Amended May 2012)..........................................6

SecƟon 2.5, ProbaƟonary Members (Amended Dec. 2003 and Apr. 2015).............................................7

SecƟon 2.6, Junior Members..................................................................................................................7

SecƟon 2.61, Junior to AcƟve Membership (Amended May 2012)....................................................7

SecƟon 2.7, Spousal Members................................................................................................................7

SecƟon 2.8, Honorary Members.............................................................................................................7

SecƟon 2.9, Exempt Status.....................................................................................................................7

SecƟon 2.91, Associate and Social Members..........................................................................................8

SecƟon 2.92, Corporate Membership (Amended November 2014)........................................................8

SecƟon 2.93, Delinquent Members (Amended June 2012, April 2024)...................................................8

SecƟon 2.94, Dues (Amended June 2012)...............................................................................................8

SecƟon 2.95, ApplicaƟon Fee.................................................................................................................8

SecƟon 2.96, Safety (Amended June 2012).............................................................................................8

SecƟon 2.97, Procedure for TerminaƟon (Amended February 2015).....................................................9

SecƟon 2.98, MeeƟng (Amended June 2024).........................................................................................9

SecƟon 2.99, ElecƟon (Amended March 2009).....................................................................................10

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ARTICLE III, Board of Directors...................................................................................................................10

SecƟon 3.1, Authority...........................................................................................................................10

SecƟon 3.2, Number and Eligibility.......................................................................................................10

SecƟon 3.3, NominaƟon and ElecƟon...................................................................................................10

SecƟon 3.4, DuƟes and ResponsibiliƟes (Amended June 2012, April 2024)..........................................10

SecƟon 3.5, Chairman of the Board (Amended July 2012)....................................................................11

SecƟon 3.6, Term..................................................................................................................................11

SecƟon 3.7, Vacancies..........................................................................................................................11

SecƟon 3.8, CompensaƟon...................................................................................................................11

SecƟon 3.9, MeeƟngs...........................................................................................................................12

SecƟon 3.91, Quorum...........................................................................................................................12

SecƟon 3.92, VoƟng..............................................................................................................................12

SecƟon 3.93, Conflict of Interest..........................................................................................................12

SecƟon 3.94, Standard of Care and Fiduciary Duty...............................................................................12

SecƟon 3.95, Factors Which May Be Considered by Directors.............................................................13

SecƟon 3.96, Rules and RegulaƟons (Amended June 2012)..................................................................13

SecƟon 3.97, Bond (Amended June 2012)............................................................................................14

SecƟon 3.98, Insurance.........................................................................................................................14

ArƟcle IV, OFFICERS...................................................................................................................................14

SecƟon 4.1, President (Amended July 2006).........................................................................................14

SecƟon 4.2, Vice President...................................................................................................................14

SecƟon 4.3, Secretary...........................................................................................................................14

SecƟon 4.4, Treasurer (Amended June 2024).......................................................................................14

SecƟon 4.5, Assistant Treasurer...........................................................................................................15

SecƟon 4.6, Bond (Amended June 2012)..............................................................................................15

SecƟon 4.7, Disipline and Removal.......................................................................................................15

SecƟon 4.8, Caretaker (Amended March 2011)....................................................................................15

SecƟon 4.9, Term of Office...................................................................................................................15

SecƟon 4.91, Solicitor...........................................................................................................................15

ArƟcle V, COMMITTEES.............................................................................................................................16

SecƟon 5.1, CommiƩees (Amended June 2012)...................................................................................16

SecƟon 5.2, Deleted (Deleted June 2012).............................................................................................17

SecƟon 5.3, LimitaƟon of Power for CommiƩees.................................................................................17

SecƟon 5.4, Financial Reports of CommiƩees (Amended June 2012)...................................................17

ArƟcle VI, INDEMNIFICATION....................................................................................................................17

SecƟon 6.1, IndemnificaƟon.................................................................................................................17

ArƟcle VII, AMENDMENTS.........................................................................................................................17

SecƟon 7.1, Amendments.....................................................................................................................17

SecƟon 7.2, Resubmission of Defeated Amendment............................................................................17

ArƟcle VIII, MEMBERSHIP LIST...................................................................................................................18

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SecƟon 8.1, Membership List...............................................................................................................18

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PMSC By-Laws

Article I, INTRODUCTORY

Section 1.1, Name

The name of the Corporation is Pitcairn-Monroeville Sportsman’s Club, herein referred to as “Club” or

“PMSC”.

Section 1.2, Statement of Purpose

The purpose of this CorporaƟon is to promote, aid and encourage the conservation of our natural

resources, especially Game, Fish, Forests and Stream; to promote good fellowship and higher ethics

among sportsmen; for the enjoyment, education, welfare and improvement of its members.

Section 1.3, Ofϐices

The principal and registered office of PMSC shall be located on the club grounds at 505 Route 48, North

Versailles, Pennsylvania 15137, or such other place as The Board of Directors shall designate and be

approved by the membership.

Section 1.4, Membership and Fiscal Year (Amended June 2024)

The membership year shall terminate on December thirty-first (31) of each calendar year while

the fiscal year shall terminate on August thirty-first (31), unless otherwise directed by resolution of

the Board of Directors and approved by the membership.

Section 1.5, Seal

The Corporate seal of PMSC shall be a circular seal with the name of the Club and the state of

incorporation around the border, and words “Corporate Seal” in the center.

Section 1.6, Parliamentary Authority

Robert’s Rules of Order (current edition) shall govern the conduct of all business with the exception to

cases covered through By-Law provisions.

Section 1.7, Financial Statement

The Treasurer shall print in sufficient numbers and furnish to PMSC members annual financial

statements, balance sheets, or statements of income and expenses, aŌer the annual audit. Such items

shall be made available for inspection by interested members upon request within a reasonable Ɵme.

Section 1.71, Audit Committee (Amended June 2024)

The President shall appoint an unbiased audit committee comprised of seven (7) members to

be chosen from the membership annually at the October meeting. The Committee may meet

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throughout the year at Ɵmes determined by the Audit Committee chairman. The findings from

the interim audits will be reported to the membership at the first membership meeting

following an interim audit. The final audit report shall be presented to the membership at the

October meeting.

Section 1.8, Removed (Deleted June 2012)

Section 1.9, Dissolution

Any atempt to dissolve the CorporaƟon or sell the Club’s land or buildings requires a recommendaƟon

from The Board of Directors. Upon recommendaƟon of The Board of Directors, such acƟon will require

two-thirds (2/3) approval of the membership present at a regular monthly meeƟng. The Board may take

no acƟon without the approval of the membership as herein set forth.

Section 1.91, Notiϐication

All life and eligible acƟve members shall be noƟfied of such acƟon by registered mail/ return receipt. No

vote may be taken less than thirty (30) days from the date of mailing such noƟce.

Section 1.92, Distribution

Upon the dissoluƟon of PMSC, its net assets shall be distributed among life and acƟve members in good

standing, by proraƟng net assets to years of membership. No distribuƟon of assets will be made to

members with less than five (5) consecuƟve years of membership.

Article II, MEMBERS

Section 2.1, Membership

The membership of the Pitcairn-Monroeville Sportsman’s Club shall consist of the following classes:

A. Life

B. Senior Life

C. AcƟve

D. Junior

E. Spousal

F. ProbaƟonary

G. Honorary

H. Exempt

I. Associate / Social

J. Corporate

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Section 2.2, Life Member

Upon an AcƟve Member’s request, and with approval of The Board of Directors, any member who has

been an AcƟve Member for a period of twenty (20) years may become a Life Member by paying the

equivalent of ten (10) Ɵmes the then current dues. Life Membership carries the same rights, privileges

and responsibiliƟes as an AcƟve member with excepƟon to the non-payment of annual dues.

Section 2.3, Senior Life (Amended July 2012)

At the age of eighty (80) years or older, and with ten (10) years conƟnuous membership, life

membership will automaƟcally take effect with no payment of dues or fees to the designee. All rights

and responsibiliƟes granted by these By-laws or PMSC Rules to Life Members also apply to Senior Life

Members.

Section 2.4, Active Member

AcƟve membership in Pitcairn-Monroeville Sportsmen’s Club shall be open to all persons who have

aƩained the age of eighteen (18) years, have not been convicted of, or under the indictment for any

violent crime, or misuse of firearms, and have an interest in the sports of hunƟng, fishing, shooƟng,

archery, trapping and other related acƟviƟes.

Section 2.41, Application (Amended July 2012)

Each prospecƟve member must fill out the proper applicaƟon form and have it signed by one (1) AcƟve,

Life, or Senior Life Member whose membership is in good standing and has been in effect for not less

than one (1) year. Upon remiƩance of the current applicaƟon fee and, dues and other required

membership expenses, the prospecƟve member will be considered for acceptance at the current

membership meeƟng and voted on by the members present. PMSC shall not discriminate on the basis

of race, color, religion, naƟonal origin, sex or age.

Section 2.42, Voting on Applications

AŌer all voƟng members present and so desiring, have voted upon the prospecƟve new member, the

President and the Secretary shall examine the ballot box, and if less than three (3) black balls have been

cast, the applicant shall be an approved member. If three (3) or more black balls were casts, the

applicant shall be rejected. The Secretary shall noƟfy the rejected applicant, and all monies paid by such

applicant shall be refunded. AŌer three (3) months, a rejected applicant may subject a new applicaƟon.

Section 2.43, Restrictions

Only Life, Senior Life, and AcƟve Members may vote, or sponsor new members, and/or hold office.

Section 2.44, Demise of Member (Added in 2003, Amended May 2012)

In the event that a member (acƟve or life) who sponsored a spousal member and/or junior member(s)

passes away, the spouse is allowed to maintain the spousal membership for as long as the spouse

desires and the junior member(s) may maintain the junior membership unƟl it expires as per SecƟon

2.61. Per secƟon 2.6, a new club sponsor must be appointed for the junior member(s).

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Section 2.5, Probationary Members (Amended Dec. 2003 and Apr. 2015)

New AcƟve, delinquent or reinstated members serve a 12-month probaƟonary period. They may not

vote, hold elected office, or sponsor a new applicant. During this Ɵme they must;

a. AƩend a membership orientaƟon meeƟng.

b. Perform one four hour work party.

The Board shall establish and maintain the procedures for tracking the new member compleƟon of the

probaƟonary requirements. The Board shall propose changes to the ramificaƟons of not compleƟng the

probaƟonary requirements for membership acceptance by 2/3rds vote by secret ballet during a

Membership MeeƟng.

Section 2.6, Junior Members

Persons under the age of eighteen (18) may become Junior Members of PMSC by filing the proper

applicaƟon and paying the current Junior Membership dues. A member of their family, or a club

sponsor, must be named to be responsible for direct supervision of them and their acƟons while on

PMSC property. The Board will establish the Junior Membership dues.

Section 2.61, Junior to Active Membership (Amended May 2012)

A Junior Membership terminates on January 1st in the year following the year in which the Junior

Member reaches the age of 18. Upon saƟsfying SecƟon 2.4, the Junior Member may become a member

by paying the applicable yearly dues and submiƫng an applicaƟon. People who were Junior Members

for four (4) or more years are exempted from paying any applicaƟon fee. All aspects of SecƟon 2.5 shall

apply with any work parƟes completed and recorded as a Junior Member applying towards the

probaƟonary requirements.

Section 2.7, Spousal Members

Any Life or AcƟve Member’s spouse may obtain a Spousal Membership by making applicaƟon and an

annual dues payment, which shall be determined by the Board. This member is enƟtled to all

membership privileges except: (1) voƟng, (2) holding an elected office, or (3) sponsoring a new

applicant.

Section 2.8, Honorary Members

An Honorary Membership may be awarded to an individual recognized by The Board of Directors, and

voted upon by the membership at a regular meeƟng. This member is enƟtled to all membership

privileges except: (1) voƟng, (2) holding an elected office, or (3) sponsoring a new applicant. There shall

be no cost for this member in relaƟon to dues.

Section 2.9, Exempt Status

Any AcƟve member serving on acƟve military duty shall be exempt form dues payments during the

period of such service. Upon honorable discharge, they may resume acƟve status in the Club.

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Section 2.91, Associate and Social Members

Any person may become an Associate or Social Member of PMSC aŌer submitting an application, being

approved by the membership, and payment of the current annual Associate/Social dues, determined by

the Board of Directors. Associate membership shall be renewed each calendar year, and shall be limited

to the privilege of participating in league shooting events, or practices, as a team member of PMSC.

They shall have no Club privileges or vote outside the league functions.

Section 2.92, Corporate Membership (Amended November 2014)

Corporate Membership shall consist of corporaƟons that wish to promote the purposes and ideals of

PMSC. The Board of Directors shall determine the regulations and requirements governing admission

and the rights of such members except that Corporate Members may not (1) vote, (2) hold an elected

office, or (3) sponsor a new applicant. AŌer approval of the Board, corporate applicants shall be subject

to approval of the membership at a regular meeƟng following the procedures in SecƟon 2.42, VoƟng on

ApplicaƟons. Changes to the dues and fee structure shall be proposed by the Board and is subject to

membership approval per SecƟon 2.94, Dues and SecƟon 2.95, ApplicaƟon Fee. SecƟon 2.97, Procedure

for TerminaƟon applies either to individuals within a Corporate Membership or to the Corporate

Member as a whole.

Section 2.93, Delinquent Members (Amended June 2012, April 2024)

A delinquent member is a member who has not paid their dues on or before the January membership

meeƟng for the ensuing year or, if there is no January membership meeƟng, on or before January 15th

for the ensuing year. When a member becomes delinquent, they shall be charged a delinquency fee

plus their annual dues to reinstate their membership. The delinquency fee shall be set by the Board of

Directors and approved by the membership at a regular monthly meeƟng. A delinquent member must

reinstate their membership on or before January 31st. AŌer January 31, they shall forfeit their

membership and to rejoin, must reapply for membership in accordance with ArƟcle II, SecƟon 2.4 and its

subsecƟons.

Section 2.94, Dues (Amended June 2012)

Membership dues shall be paid by each member annually in the amount established by The Board of

Directors and approved by two-thirds (2/3) of the members present at a regular monthly meeƟng.

Members may pre-pay up to three (3) future years’ dues at the current annual rate.

Section 2.95, Application Fee

An applicaƟon fee shall be levied upon each prospecƟve or reinstaƟng member. The amount of the

applicaƟon fee shall be established by The Board of Directors and approved by 2/3 of the membership

present at a regular monthly meeƟng.

Section 2.96, Safety (Amended June 2012)

Various rules for the safety of the Club members and guests have been and will be established from Ɵme

to Ɵme. Failure to comply with the rules and regulaƟons as well as any federal, state, or local laws, or

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causing a disturbance or disrupƟon of the orderly procedure of any event, may be cause for immediate

expulsion from the event by a member in charge of the event. An expelled member may appeal to the

Club President, who will then refer the maƩer to The Board of Directors at their next scheduled

meeƟng. ThereaŌer, the procedures set forth in ArƟcle II, SecƟon 2.97 shall apply.

Section 2.97, Procedure for Termination (Amended February 2015)

Upon the request of a designed official of PMSC, or the wriƩen request of ten (10) members of PMSC,

The Board of Directors shall consider whether the membership of one (1) or more persons shall be

terminated. The member(s) whose membership may be terminated shall be given at least five (5) days

advance wriƩen noƟce, and sent registered mail/return receipt of a meeƟng at which such a request will

be discussed. The noƟce shall include a brief summary of the reasons(s) for the terminaƟon. The

affected member(s) shall be permiƩed to make a wriƩen response to the allegaƟons, and/or present

evidence in opposiƟon to terminaƟon. AŌer consideraƟon, The Board of Directors shall vote upon the

proposed terminaƟon(s) by secret ballot and shall inform the affected member(s) of the results. The

member(s) membership shall be immediately terminated if a majority of The Directors aƩending the

meeƟng vote in favor of expulsion. The decision of The Board of Directors is subject to wriƩen appeal

within five (5) days to the Secretary, and the expelled member shall be given the opportunity of appeal

to the membership. An appeal can be sustained by three-fourths (3/4) vote of the membership at a

regularly scheduled meeƟng, not more than ninety (90) days aŌer terminaƟon. Unless pre-approved

by vote of the Board of Directors, any member whose membership is terminated by the

procedure in this secƟon is not permiƩed back onto the PMSC property for any purpose

including being signed in as a visitor or parƟcipaƟng in acƟviƟes otherwise open to the public.

Section 2.98, Meeting (Amended June 2024)

The regular meeƟng of PMSC shall be held the first (1st) Wednesday of each month, unless altered by the

Chairman or Board of Directors. A special meeƟng may be called by order of the President, or the

majority of the Board of Directors, or an instrument in wriƟng bearing the signatures of at least thirtyfive (35) AcƟve, and or Life Members, providing the request for a special meeƟng specifies the reason

said meeƟng is being called.

A. Thirty-five (35) AcƟve and Life Members, of which at least four (4) shall be elected officials

of PMSC, shall consƟtute a quorum and may transact Club business within the limits of these

By-Laws.

B. Directors and Officers shall not miss more than three (3) MeeƟngs per year, except when

excused by the Chairman. Directors and Officers missing more than three (3) meeƟngs shall

forfeit their office. A new Director(s) or Officer(s) shall be nominated and Elected at the

next members meeƟng aŌer a third (3rd) absence and shall serve the unfulfilled term as per

SecƟon 3.7.

C. The PMSC annual meeƟng shall be the membership meeƟng conducted in October.

D. The elecƟon of Officers and Directors shall occur during the membership meeƟng conducted

in November.

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Section 2.99, Election (Amended March 2009)

VoƟng in elecƟons, on By-Law amendments, on terminaƟon or suspension of membership, or on any

other important issue shall be done by secret ballot. Any eligible member may also call for a secret

ballot vote at any Ɵme (see SecƟon 2.43).

A. The President shall appoint Judges for secret ballot tabulaƟons at the Ɵme of the vote.

Judges shall include one (1) Director or Officer, and two (2) members. Judges shall qualify

the voters, count the ballots, and shall announce elecƟon results upon count compleƟon.

B. ElecƟon of Officers and Directors shall be by a “simple majority” vote of members present.

ARTICLE III, Board of Directors

Section 3.1, Authority

Subject to the rights of the members under the Pennsylvania CorporaƟon Law and these By-Laws, the

affairs of PMSC shall be under the general direcƟon of a Board of Directors.

Section 3.2, Number and Eligibility

The Board of Directors shall consist of nine (9) directors. To be eligible to serve as a Director, a person

must be a resident of the Commonwealth of Pennsylvania, must have been a member of the Club for

the one (1) year immediately preceding their elecƟon, and must conƟnue to be a member during their

service as a Director. Directors shall be eligible to service an unlimited number of consecuƟve terms.

No Director or Officer may hold any other elecƟve office, unless the office in quesƟon has no other

candidates.

Section 3.3, Nomination and Election

TentaƟve Directors shall be nominated from the floor, accept the nominaƟon in either verbal or wriƩen

form, be elected by the members at the annual meeƟng of the members or any special meeƟng called

for such purpose, and take office immediately following the December meeƟng. NominaƟons shall be

made at the October and November regular meeƟngs. ElecƟons shall be held at the November meeƟng.

A. Nominees may submit a resume of their qualificaƟons, to be distributed to the membership

prior to the elecƟons, or they may present a brief verbal summaƟon of their qualificaƟons

and views to the membership (2 minute maximum.)

Section 3.4, Duties and Responsibilities (Amended June 2012, April 2024)

The Board of Directors shall have the authority to manage the affairs of PMSC and shall oversee,

administer, preserve and protect the property and assets of PMSC. The Board of Directors shall have

the power to form CommiƩees, and direct all Officers and CommiƩee Chairpersons in the performance

of their duƟes to PMSC.

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The Board of Directors shall exercise general supervision over all assets of the Club. The Board may

reimburse expenses by Directors, Officers, or Chairpersons. All purchases, debts, contracts and

expenditures over five hundred ($500.00) dollars must be approved by the Board of Directors and then

by majority vote by the voƟng members present at a membership meeƟng. Except in emergency

situaƟons, i.e. Acts of God, or unusual occurrences where addiƟonal damage may occur, this limit may

be waived.

Section 3.5, Chairman of the Board (Amended July 2012)

Directors shall elect the Chairman of the Board from among themselves. The Chairman will hold office

for a term of one (1) year. The Chairman of the Board shall preside at all meeƟngs of the Board. The

Chairman shall be elected at the first (1st) meeƟng of the Board following the annual elecƟon. The

Chairman shall give a detailed report of the Directors meeƟng and acƟviƟes to the members at the

regular monthly meeƟng. This report shall include but not be limited to:

Old Business

Reports of Expenditures

Proposed Expenditures

Special Membership Approval

Budget Report

New Business

Items for ConsideraƟon of Membership

The Chairman shall present a meeƟng agenda to all Directors and Officers one (1) week prior to the

Directors meeƟng.

Section 3.6, Term

Each Director shall service for a term of three (3) years. The term of the Directors shall be structured so

that one-third (1/3) of the Directors shall be selected each year.

Section 3.7, Vacancies

Vacancies occurring on the Board of Directors, or in ExecuƟve posiƟons, shall be filled by open

nominaƟon and floor vote at the next scheduled meeƟng of the PMSC following the announcement of

the vacancy. The newly elected person shall serve the remaining porƟon of the term.

Section 3.8, Compensation

No compensaƟon shall be paid to any Director for his/her services as Director. At the discreƟon of the

Board, Directors may be reimbursed for travel and actual expenses necessarily incurred by them in

aƩending meeƟngs and performing other duƟes on behalf of PMSC. The rate shall be determined by the

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Board of Directors and approved by a two-thirds (2/3) vote of the members aƩending the annual

elecƟon meeƟng.

Section 3.9, Meetings

The Board must meet at least six (6) Ɵmes a year at dates, Ɵmes and places established by the

Chairman. Special meeƟngs shall be called at any Ɵme by the Secretary, upon the order of the

Chairman, or at the wriƩen request of four (4) Directors then in office and enƟtled to vote. At any

meeƟng of the Board of Directors, the order of business shall be:

A. Approval of the minutes of the preceding meeƟng;

B. Chairman’s Report;

C. President’s Report;

D. Treasurer’s Report;

E. Board Member’s Reports:

F. Other Business;

G. Adjournment.

Section 3.91, Quorum

At all meeƟngs of the Board of Directors, a simple majority of the Directors in office and enƟtled to vote

shall consƟtute a quorum. The act of a majority of the Directors enƟtled to vote shall be the act of the

Board.

Section 3.92, Voting

Each Director enƟtled to vote shall be enƟtled to one (1) vote on each maƩer submiƩed to the Board of

Directors.

Section 3.93, Conϐlict of Interest

PMSC shall not be prevented from conducƟng business with any partnership, firm or company with

which one(1) or more Directors is associated, providing a business relaƟonship is established and

maintained on an arm’s length basis, and the subsequent provisions of this SecƟon are met. The Board

of Directors shall adopt a conflict of interest policy, which shall require each Director to disclose any

actual or potenƟal conflict between the Director’s personal interests and their duty to the Club. Any

Director deemed by the Board, according to its conflict of interest policy, to be disqualified because of

an actual or apparent conflict of interest on any maƩer, shall not vote or use their personal influence on

the maƩer, and shall not be counted in determining a quorum for the meeƟng even when permiƩed by

law. The minutes of the meeƟng shall reflect that a disclosure was made, the abstenƟon from voƟng,

and the effect on the quorum.

Section 3.94, Standard of Care and Fiduciary Duty

Each Director/Officer shall stand in a fiduciary relaƟon to this CorporaƟon and shall perform their duƟes

as a Director/Officer, including their duƟes as a member of any CommiƩee of the Board upon which

they may serve, in good faith, in a manner they believe to be in the best interest of this Club, and with

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such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence, under all

circumstances. Breach of fiduciary duty, lack of good faith, or self-dealing, acƟons taken as a

Director/Officer, or any failure to take any acƟon shall be presumed to be not in the best interest of this

Club. In performing their duƟes, each Director/Officer shall be enƟtled to rely in good faith on

informaƟon, opinions, reports, or statements, including financial statements and other financial data, in

each case prepared or presented by any of the following:

A. One (1) or more Directors/Officers or employees of PMSC whom the

Director/Officers reasonably believes to be reliable and competent in the maƩers

presented.

B. Counsel, public accountants, or other persons as to maƩers, which the

Director/Officers reasonably believes to be within the professional or expert

competence of such persons.

C. A CommiƩee of the Board/Officers of this Club upon which they do not serve as to

maƩers within its designated authority which CommiƩee they reasonably believe to

merit confidence.

D. A Director/Officer shall not be considered to be acƟng in good faith if they have

knowledge concerning a maƩer in quesƟon that would cause their reliance to be

unwarranted.

E. For the informaƟon of the membership all minutes and financial reports shall be

posted on the bulleƟn board in the Clubhouse one (1) hour prior to the regular

membership meeƟng. Copies should be made available upon request.

F. All reports, minutes, drawings, contracts, and any wriƩen documents pertaining to

the PMSC or its business, shall remaining the property of the Club. These

documents shall be filed in the business office located in the Clubhouse.

Section 3.95, Factors Which May Be Considered by Directors

In discharging the duƟes of their respecƟve posiƟons, the Board, CommiƩees of the Board, and

individual Directors shall, in considering the best interests of PMSC, consider the effects of any acƟons

upon employees, beneficiaries, and others having dealings with this Club. The consideraƟon of any and

all perƟnent factor shall not consƟtute a violaƟon of SecƟon 3.94.

Section 3.96, Rules and Regulations (Amended June 2012)

1) The Board of Directors may propose to the Membership new or modified rules pertaining to the

safety, permiƩed, or prohibited uses of the Club. A majority vote by the members present at a regular

monthly meeƟng, voƟng by secret ballot, is required for approval.

2) In the event of an emergency situaƟon detrimental to the safety of members, guests, or the property

of PMSC, the Board of Directors, by majority vote of the Board at either a regular Board meeƟng or a

special meeƟng called per SecƟon 3.9, may insƟtute an Emergency Rule dealing with the situaƟon.

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While taking effect immediately, Emergency Rules must be put to membership vote at the next

membership meeƟng. Any Emergency Rule not brought to vote at the next membership meeƟng or not

approved by the members per paragraph 1 of this secƟon is rescinded as if it never existed and may not

be reinsƟtuted by the Board as an Emergency Rule for at least six (6) months.

Section 3.97, Bond (Amended June 2012)

Bonding of Officers, Directors, or CommiƩee Chairpersons shall be determined by the Board of

Directors, and paid for by the Club.

Section 3.98, Insurance

The Board of Directors shall maintain sufficient insurance to protect the members interests.

Article IV, OFFICERS

Section 4.1, President (Amended July 2006)

The President shall have the authority under the direcƟon of The Board of Directors, to direct the

business of PMSC. The President shall preside at all meeƟngs of the membership, and may vote only in

the event of a Ɵe vote. The President shall not hold office for more than five (5) consecuƟve terms. The

President shall, at their opƟon, appoint a Sergeant at Arms per Roberts Rules of Order (current ediƟon)

to serve at General MeeƟngs.

Section 4.2, Vice President

The Vice President shall perform the duƟes and exercise the authority of the President pro-tempore, in

case of the absence, death or disability of the President. They shall perform such other duƟes as may be

assigned to them by the President and/or Board of Directors.

Section 4.3, Secretary

The Secretary shall make accurate, legible minutes and records in permanent form, of all meeƟngs of

the Board of Directors and members. They shall take the roll call of the Board and mark absentees.

They shall read the minutes of previous meeƟngs, and any important correspondence. They shall record

the name of the member who introduces a moƟon, and second, and the moƟon. They shall take charge

of all documents belonging to PMSC, and file them for safekeeping. They shall conduct correspondence

as directed. They shall call a meeƟng to order in the absence of the President and Vice President. They

shall keep an accurate and up to date record of all members.

Section 4.4, Treasurer (Amended June 2024)

The Treasurer shall: (A) receive and bank all monies due the Club in a Ɵmely manner; (B) keep

accurate, balanced records of Club funds; (C) pay the authorized expenses of the Club, with

documentaƟon, in a Ɵmely manner; (D) give a statement of finances at each monthly meeƟng;

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(E) assist the Audit CommiƩee as outlined in SecƟon 1.71 above; (F) ensure that procedures are

in place and followed to keep records of all dues paid, allow for collecƟon of dues at meeƟngs,

send delinquent noƟces when needed and report on the status of paid up membership at

regular meeƟngs.

Section 4.5, Assistant Treasurer

The Assistant Treasurer shall be appointed by the Board and shall report to the Treasurer.

Section 4.6, Bond (Amended June 2012)

The Board may, in its discreƟon, require the Treasurer, and any other Officer, CommiƩee Chairperson,

or Employee to give bond in such amount, and such surety or sureƟes as may be saƟsfactory to the

Board of the faithful discharge of the duƟes of the office, and for restoraƟon to PMSC in case of their

death, resignaƟon, reƟrement, or removal from office, all books, papers, vouchers, money or other

property of whatever kind in their possession or under their control, belonging to PMSC.

Section 4.7, Disipline and Removal

In case of neglect of duty, failure to obey By-laws, or conduct unbecoming a member, the Directors may

vote by at least a simple majority to discipline and/or remove any Officer, Director, or member found

guilty of such charge. This is subject to a three-fourth (3/4) approval vote by the membership at a

regular meeƟng.

Section 4.8, Caretaker (Amended March 2011)

The Board may appoint a caretaker for a term up to five (5) years. The term may be extended by a

majority vote of the Board. The Caretaker shall begin duƟes when a wriƩen contract prepared by the

Club Solicitor is signed by the Caretaker and the Directors and while Caretaker, the Caretaker must

maintain membership in PMSC, must be physically able to perform the duƟes, must be bonded and may

not hold an office or seat on the Board. The Board may remove the Caretaker for good and just cause

with a thirty (30) day noƟficaƟon. A cerƟfied leƩer shall be delivered to the Caretaker explaining the

reason for removal. The club may provide lodging and uƟliƟes for the Caretaker when appropriate. The

Caretaker shall be responsible to the Board through the President. The duƟes shall include, but not be

limited to the following:

A. General maintenance and supervision of the faciliƟes and grounds.

B. Repairs to buildings and to the ground(s).

C. The Caretaker shall act as a supervisor to the grounds and faciliƟes, under the direcƟon of

the President.

Section 4.9, Term of Ofϐice

All Officers shall be re-elected annually unless otherwise stated in the by-Laws.

Section 4.91, Solicitor

The Board shall select a Club Solicitor at their first (1st) meeƟng following the annual meeƟng. This

person shall be elected to service for one (1) year. The cost per hour shall be established by The Board

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for the year term, and shall not change unless Board approved. Upon majority vote, The Board may

remove the Solicitor.

Article V, COMMITTEES

Section 5.1, Committees (Amended June 2012)

There shall be the following standing commiƩees. The President shall appoint annually a Chairperson to

the CommiƩees with Board approval.

A. Membership

B. Rifle

C. Pistol

D. Trap

E. Skeet

F. Habitat

G. Fish and Game

H. Civilian Marksmanship Program

I. Archery

J. Budget

K. Audit

L. Public RelaƟons (NewsleƩer)

M. Deleted

N. EducaƟonal CommiƩee

O. There may also be ad hoc CommiƩees, that the President or Board of Directors

deems necessary.

The Board is authorized in its discreƟon to approve reimbursement for travel and actual expenses

necessarily incurred by members of CommiƩees. Except as otherwise provided in the By-Laws,

CommiƩee Chairpersons and members shall be appointed by the President and may be reappointed

annually to a CommiƩee for an unlimited number of terms. The President may also remove CommiƩee

Chairpersons.

Any person authorized by these By-Laws to appoint the Chairperson and/or members of any CommiƩee

may appoint themselves as Chairperson and/or member. The Chairperson of each CommiƩee shall

determine the date and place of all commiƩee meeƟngs. Each CommiƩee may adopt its own rules of

procedure not inconsistent with these By-Laws.

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Section 5.2, Deleted (Deleted June 2012)

Section 5.3, Limitation of Power for Committees

No CommiƩee or CommiƩee Chairperson shall have any power or authority as to the following:

A. Amendment or repeal of any resoluƟon of the Board of Directors.

B. AcƟon on maƩers controlled by the By-Laws, or a resoluƟon of the Board of

Directors to another CommiƩee of the Board of Directors.

Section 5.4, Financial Reports of Committees (Amended June 2012)

All CommiƩees must submit event reports, as well as a monthly financial statement, at the regular

monthly meeƟng following any event. It must outline all income, expenses, and inventory use as it

pertained to the event.

Article VI, INDEMNIFICATION

Section 6.1, Indemniϐication

The Statues of the Commonwealth of Pennsylvania shall control indemnificaƟon of the Officers and

Directors of PMSC.

A. The provisions of the Pennsylvania CorporaƟon Law as amended from Ɵme to Ɵme

shall govern any indemnificaƟon acƟons affecƟng PMSC, unƟl PMSC shall amend

these By-Laws to provide otherwise, as permiƩed by said law.

Article VII, AMENDMENTS

Section 7.1, Amendments

Amendments to these By-Laws may be proposed to the By-Laws commiƩee, or the Board of Directors,

at any regular meeƟng for PMSC. They must be in wriƟng, and signed by at least five (5) acƟve

members. Such amendment or amendments shall be read to the enƟre assembly, and will be subject to

discussion and alteraƟon. Any necessary changes will be made, and then the amendment(s) shall be

held over for a second reading at the following regular meeƟng. At the second (2nd) meeƟng they will be

read again with possible discussion and alteraƟon taking place. At the third (3rd) meeƟng, a vote shall be

taken and the amendment(s) shall become effecƟve and formally adopted only upon two-thirds (2/3)

affirmaƟve vote of the members present.

Section 7.2, Resubmission of Defeated Amendment

AŌer an amendment is defeated, a period of 6 months must pass before being resubmiƩed.

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Article VIII, MEMBERSHIP LIST

Section 8.1, Membership List

The PMSC roster or membership list containing names, addresses, and phone number of all or any part

of its membership is not permiƩed to be given out, sold or lent to any enƟƟes outside the Club without

approval of the Board of Directors and the membership. Failure to comply with this arƟcle shall be

cause for expulsion from PMSC.

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