BYLAWS OF THE FRANKLIN INN CLUB
As amended January 20, 2012
ARTICLE I. Membership
Section 1. The qualifications for membership shall be: first, age over twenty-one years; second, acceptability to members; and third, recognition as an author, illustrator, publisher, or editor, or contributor to the cultural, political, or scientific life of the community.
Section 2. The classes of membership shall be as follows:
1. Resident membership, which shall be limited to two hundred persons.
2. Non-resident membership, which shall be limited to one hundred persons. Non-resident members shall neither reside nor have a regular place of business, office, or studio within twenty-five miles of the City Hall of Philadelphia. Any non-resident member who becomes resident shall thereby be transferred to resident membership. Resident members who move outside the twenty-five mile limit and who do not maintain a regular place of business, office, or studio within it may be transferred to the non-resident list by application to the Board of Directors.
3. Life membership, which shall be available to any member, either upon election or at any subsequent time. Life members shall have the privileges of the class of membership in which they would be included if their membership were on an annual basis.
4. Honorary membership, which shall be limited to twelve persons.
5. Junior membership, which shall be limited to persons of age 35 or less. Junior members may retain their status for three years or until age 35, whichever comes first, and then may be transferred to resident or non-resident membership by application to the Board of Directors.
Section 3. Only resident members who have paid their dues are eligible to vote in proceedings of the Club, to hold office, and to have an interest in its property.
ARTICLE II. Election and Resignation of Members
Section 1. All nominations for membership shall be in writing and must be signed by two resident or non-resident members in good standing. A nomination for membership may not be proposed or seconded by the spouse of the prospective member.
Section 2. The Chairman of the Membership Committee shall present each nomination, together with a statement of the candidate’s residence and qualifications for membership, to the Board of Directors. The Board shall determine whether the dossier is adequate. If so, it shall direct that the name and qualifications of the nominee and the names of the proposer and seconder be published in the next monthly Newsletter and posted in the Clubhouse. The notice shall request that members communicate to the Secretary within ten days any information, favorable or unfavorable, that they wish to place confidentially before the Board.
Section 3. At its next stated meeting that occurs more than ten days after publication of the Newsletter, the Board shall consider any information received from members of the Club, as well as the recommendations of the Membership Committee, as to the qualifications of the nominee, and shall vote to accept or reject the nomination.
Section 4. A person who is elected to membership shall become a member and be entitled to enjoy the privileges of membership only after payment of the first bill from the Treasurer. In the event the member-elect has not paid the initial bill within thirty days after being notified of election, the election shall be automatically rescinded.
Section 5. If new members have published, the Secretary shall ask them to submit copies of those publications to the Club’s library, and to continue to donate to the library further publications.
Section 6. Any member may withdraw from the Club by paying his or her indebtedness to its Treasury and giving written notice of resignation to the Secretary, and thereupon shall forfeit all interest in the property of the Club. A member who so resigns may choose subsequently to rejoin without being re-elected.
ARTICLE III. Directors and Officers
Section 1. The management of the Club shall be vested in a Board of Directors consisting of the President, the Vice President, the Secretary, the Treasurer, and six additional Directors, elected by ballot from the resident membership at the Annual Meeting of the Club. The President, Vice President, Secretary and Treasurer shall be elected for terms of one year each, or until their successors are elected. The other Directors shall be elected for terms of three years each, two Directors being elected at each Annual Meeting. No Director shall be eligible for two successive terms. The President shall be ex officio Chairman of the Board of Directors. No person shall be eligible to hold the office of President, or the office of Vice President, for more than two consecutive years. A person who fills a midterm vacancy in the office of President or Vice President shall nonetheless be eligible thereafter to be elected to such office for two consecutive regular terms of one year each, and a person who fills a midterm vacancy in the office of Director shall nonetheless be eligible thereafter to be elected to that office for one regular term of three years.
Section 2. A vacancy in any of the said offices shall be filled at the next regular meeting of the Board. The person so elected shall hold office until the next annual meeting.
Section 3. The offices of Secretary and Treasurer may be held by the same person.
Section 4. The President, Vice President, Secretary and Treasurer shall perform the duties usually appertaining to their respective offices.
Section 5. An Honorary President may be elected from the resident membership by ballot at any Annual Meeting of the Club, shall serve for one year, and shall be ex officio a member of the Board of Directors.
Section 6. Liability and Indemnification of Officers and Directors
1. General Rule. A director shall not be personally liable for monetary damages as Director for any action taken, or any failure to take any action, unless (a) the Director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in Section 8363 of Subchapter F of Chapter 63 Title 42 of the Pennsylvania Consolidated Statutes and any amendments and successor acts thereto; and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; Provided, however, the foregoing provision shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute or (b) the liability of a Director for the payment of taxes pursuant to local, state or federal law.
2. Indemnification. The Club shall indemnify any Officer or Director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether or not by, or in the right of, the Club) by reason of the fact that such person is or was a representative of the Club, against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement as to actions taken or omitted to be taken, in such person’s official capacity as Officer or Director and as to actions taken, or omitted to be taken, in another capacity while holding such official capacity. Provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
3. Advancement of Expenses. Expenses incurred by a person entitled to indemnification pursuant to this Article in defending a civil or criminal action, suit or proceeding shall be paid by the Club in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Club.
4. Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an Officer or Director or employee or representative of the Club and shall inure to the benefit of the heirs, executors and administrators of such person.
5. Other Rights. This Article shall not be exclusive of any other right or obligation which the Club may have to indemnify any person as a matter of law.
ARTICLE IV. Committees
Section 1. The President, with the approval of the Board of Directors, shall, at the first meeting of the Board after its election, or as soon thereafter as may be, appoint such committees as he or she may deem requisite for the functioning of the club. They shall serve for one year, or until their successors are appointed. The President shall be a member ex officio of each committee. Committees shall report their activities regularly to the Board, as directed by the President.
Section 2. The President shall appoint standing committees responsible for seeking new members and determining their qualifications; for arranging a robust array of activities and programs for members; for tracking the financial condition of the Club; and for protecting, maintaining, and repairing the Clubhouse. Standing committees shall report monthly to the Board.
Section 3. Committees shall act on behalf of the Board as it directs. The Board shall from time to time review the work of committees to ensure that their work fits the direction that the Board has set for the Club, and will take prompt corrective action when necessary.
Section 4. Any change in the list of Committees and their members shall be published in the next monthly Newsletter and posted in the Clubhouse.
ARTICLE V. Meetings
Section 1. The Annual Meeting of the Club shall be held at the Inn on the 17th day of January (Benjamin Franklin’s birthday), or on such other day within a week thereof as may be designated by the President.
Section 2. Special meetings may be called at the discretion of the President, and shall be called by him or her upon the request, in writing, of five members. The Secretary shall duly notify all members of each meeting, and shall, when an election is to be held, or any alteration or amendment to the bylaws is proposed, state that fact in the notices.
Section 3. The order of the business shall be as follows:
1. Calling to order
2. Reading the minutes of the previous meeting
3. Reports of Officers
4. Reports of Committees
5. Unfinished business
6. New Business
7. Adjournment
Section 4. Twenty per cent of the members, eligible to vote, shall constitute a quorum for the transaction of business at an annual or special meeting. At meetings of the Board of Directors and committees, a majority shall be a quorum.
Section 5. The Board of Directors shall meet at least ten times a year. Notices of Board meetings shall be published in the Newsletter and posted in the Inn.
ARTICLE VI. Dues
Section 1. An entrance fee shall be fixed from time to time by the Board of Directors.
Section 2. The annual membership dues of the Club shall be fixed from time to time by the Board of Directors. The Board of Directors may fix different dues for different classes of membership, and for periods of less than one year. The Board of Directors may set a fee for late payment of annual dues, and may permit different schedules of payment by individuals who request it.
Section 3. The payment at one time, whether upon election or subsequently, of a sum equal to ten times the annual dues for a Resident Member shall entitle any member to life membership. Life members shall be exempt from the payment of annual dues. The making of such payment at the time of election to this Club shall exempt such person from any entrance fee otherwise payable.
Section 4. Honorary members shall be exempt from the payment of the entrance fee and all dues or assessments.
Section 5. Any resident member who is to be absent from his or her residence for a period of at least nine months and thus unable to make use of the facilities of the Club may, upon application to and approval by the Board of Directors, be granted a leave of absence for a minimum period of one year during which that member’s dues shall be fifty dollars per annum.
Section 6. A schedule of all dues and late charges shall be published each year. The bill for dues shall clearly state late charges and penalties.
Section 7. In the event the Inn building is damaged as a result of a casualty covered by the existing insurance in place at the time of the casualty and the Club is not able to conduct business at the Club facility for a period of thirty (30) days or more, then upon the thirty first day subsequent to the occurrence of the casualty annual membership dues shall be abated on a pro rata basis for such period as the Club is unable to conduct business at the facility; provided, however, this Section shall only be effective to the extent the dues abatement is covered by insurance carried by the Club in effect at the time of the casualty and only for such period as the insurance provides for reimbursement.
ARTICLE VII. Penalties
Section 1. Any member failing to pay annual dues or other indebtedness to the Club for the space of thirty days after the same shall have been incurred, and after due notice thereof shall have been given, shall be, de facto, suspended, and shall be so notified by the Secretary. Any member sixty days in arrears shall be notified by the Secretary, and unless he or she shall pay arrears in full within one month from such notice, shall, de facto, lose membership and forfeit his or her interest in any property of the Club. The Board of Directors may publish in the Newsletter or post in the Clubhouse the name of any member whose membership is so suspended or lost.
Section 2. Any member may be adjudged guilty of contempt of the Club and suspended by a majority vote or dropped from membership by a three-fourths vote of those present at any duly authorized meeting of the Club, provided that such member shall have been given at least two weeks’ notice of the contemplated action at said meeting, and shall have been afforded a reasonable opportunity to justify, excuse, or explain the alleged misconduct.
ARTICLE VIII. Franklin Inn Club Endowment Fund
Section 1. The Board shall establish and maintain a Franklin Inn Endowment Fund. It shall include monies or property which may accrue to the Club for the purpose of endowment by gift, devise, or donation, or by action of the Board. The Treasurer shall hold this Fund separate and apart from the general accounts of the Club. The Directors shall direct the Treasurer in investing its principal. The Treasurer may transfer funds from the Endowment Fund to operating funds only with the approval of the Board. The Treasurer shall keep a distinct accounting for the Endowment Fund and its income, and shall include the Endowment Fund as a separate item in monthly financial reports to the directors and the membership.
Section 2. Donors may designate funds directed to the Endowment Fund as either unrestricted or restricted. They may restrict income from such contributions to any use that the Board finds acceptable. Monies that the Board adds to the Fund may be unrestricted or restricted. Income from unrestricted funds may be used for any purpose the Board approves. Income from restricted funds may be used only for the purpose designated.
Section 3. The principal of restricted funds added to the Endowment Fund by the Board may only be used for extraordinary projects to maintain, repair, improve, or replace real estate or other tangible property of the Club. A resolution proposing such expenditure and setting forth the reasons therefore shall be presented in writing at a stated meeting of the Board. After the Secretary reads it, it shall lay over without debate until the next Board meeting. The notice to the membership of said meeting shall set forth the motion in full and state that the Board will vote upon it.
ARTICLE IX. Suspension and Amendment
Section 1. Any or all of these bylaws, except this Article, may be suspended by the consent of three quarters of those present and eligible to vote at any properly constituted annual or special meeting of the membership when such suspension is proposed; but this Article IX, Sections 1 and 2 shall never be suspended.
Section 2. Any alteration or amendment to the bylaws must be proposed in writing and a copy thereof delivered to the Secretary. The Secretary shall post the proposed amendment in the Clubhouse, and publish it in the next issue of the Newsletter or mail it to the resident members of the Club, not less than fifteen days prior to the date of the annual or special meeting at which it is to be acted upon.
