BY - LAWS

ORIOLES HOME ASSOCIATION BY-LAWS

ARTICLE I

The name of the association shall be “orioles home association” and its location shall be in the city of lebanon, county of lebanon and commonwealth of pennsylvania.

ARTICLE II

Section 1: The purpose of the association shall be to procure and maintain a building wherein to establish and maintain a lodge room for the use of the fraternal order of orioles, nest #147

Section 2: The association shall promote fraternity, fellowship, brotherhood, camaraderie, and goodwill within the association as well as provide for entertainment for its member.

ARTICLE III

Section 1: The officers of the association shall be a president, a vice president, a secretary, and a treasurer and five directors who shall constitute a board of directors.

Section 2: Officers shall be elected at the annual meeting of the association for a term of 1 year and shall serve until their successors are duly elected or their directors, except that the secretary and the treasurer shall be elected for two years and that their terms shall expire on opposite years. The directors shall be elected at the annual meeting of the association for a term of one year and shall serve until their successors are duly elected, or their resignation duly accepted by the board of directors. In case of any vacancy shall be filled by the remaining members of the board of directors except that the vice president shall assume the office of the president immediately if the office of president becomes vacant. Elected officers shall assume office immediately following such meetings that elections are held.

Section 3: Salaried officers of the association shall have their salaries determined by the members of the association at the annual meeting in august and shall receive same only so long as they perform the duties of their office. Salaries and benefits of all employees shall be determined by the board of directors. The board of directors, in order to avoid fines and/or other penalties, shall ensure employee salaries and benefits meet the requirements of state and federal laws.

Section 4: The house manager shall have jurisdiction of the stewards and employees of the association. All complaints and reprimands concerning the stewards and employees shall be directed through the house manager to the board of directors.

Section 5: In case the house manager is incapable of fulfilling his duties due to illness, death or absence, the president shall assume the responsibility of seeing that those duties are fulfilled.

ARTICLE IV

Section 1: It shall be the duty of the president to preside at all meetings of the association and the board of directors. The president shall execute all deeds and agreements, contracts or other instruments in writing ordered by the board of directors of the association. The president is responsible for the appointments and duties of all committees.

Section 2:The vice president shall perform all the duties of the president in his absence or incapacity.

Section 3: The secretary shall keep an accurate record of the proceedings of the board of directors and meetings of the association. Also keep an attendance record of officers which will be read during the july meeting before the nominations of officers. The secretary shall not keep in possession any monies received which belong to the home for a period longer than one week and shall render a full account of all monies received at each meeting of the board of directors. The seal of the organization shall be in the possession of the secretary. The secretary shall attest all deeds, contracts, and agreements of the association. The secretary shall be responsible for all correspondence, both received and sent, and shall report on such meetings of the association.

Section 4: The treasurer shall have charge of all monies of the home association and shall pay all bills which are approved by the board of directors of the association. The treasurer shall have charge of all financial business of the association except otherwise provided for, and shall have charge of all the securities, deeds, contracts, and instruments in writing. The treasurer shall give a complete report monthly of all financial transactions during the previous month, as well as a complete end of the year (year ending july 31) financial report. Within (30) days of a change of treasurer, an in-house audit will be conducted under the directions of the board of directors. During the annual meeting of the association, the membership may vote to have formal audit conducted. The board of directors may suggest that a formal audit be conducted and bring said suggestion to the general membership for a vote at any regular open membership meeting provided that such be posted on the bulletin board at least thirty (30) days before such meeting is held.

Section 5: The house manager shall be appointed by the board of directors. The outgoing house manager shall forward all paraphernalia of the office to the board of directors immediately upon vacating the position. The house manager may not hold any elected position within the association. The specific duties of the house manager will be described in a formal job description prepared by the board of directors. This job description may periodically be modified at the discretion of the board. The house manager shall perform said duties under the directions of, and may be removed at any time, by the board of directors.

Section 6: The board of directors shall have general charge of the funds and property of the association with power to take such actions as may be necessary to carry out the purpose of the association. It shall exercise general supervision of the association and the association quarters and make such house rules and regulations, which shall be posted conspicuously, as it may deem wise.

Section 7: The board of directors has the authority to approve expenditures for normal operating expenses and, when agreed upon by a majority of the board, may approve emergency expenditures. Nonessential expenses must be approved by the membership of the association at a meeting of the same.

Section 8: In accordance with the provision of the directors’ liability act (chapter 83f of title 42 of the pennsylvania consolidated statues; 42 pa.c.s section 8361, et seq.), a member of the board of directors shall not be personally liable for monetary damages as a result of any action taken or any failure to take action, except as provided by 42 pa.c.s. Section 8364 (b) (relating to exception to personal liability of directors).

Section 9: In accordance with the provisions of the association code relating to indemnification (chapter 57c of the pennsylvania consolidated statutes; 15 pa.c.s. Section 5741, et seq.). This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of this corporation) by reason of the fact that he is or was at the request of the corporation as a representative of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in good faith and in a manner he reasonably believed to be in the best interest of this corporation, and with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was unlawful.

ARTICLE V

Section 1: The annual meeting shall be held on the fourth thursday of august each year at 6:30 p.m. In the home association building.

Section 2: Nomination of officers shall be made at a meeting to be held on the fourth thursday of july each year at 6:30 p.m. In the home association building. All nominees for office must have been a member in good standing for the three (3) consecutive years just prior to nomination, dues must be paid in full, and nominee has had no disciplinary suspension for the previous three (3) years. Nominee must have attended 50% of all meetings for the previous year, and have served 2 years on either the ladies auxiliary or the lodge board.

Section 3: The board of directors shall conduct closed board meetings as it sees fit in order to conduct the business of the association. An open meeting of the membership will be held on the fourth thursday of each month at 7:30 p.m. In the home association building. At all open membership meetings six (6) members, including officers and directors present, shall constitute a quorum.

ARTICLE VI

Section 1: Membership in the ‘orioles home association’ shall be of age 21 or older.

Section 2: Application for membership shall only be considered upon written application, investigation, ballot, receipt of such initiation fees and dues are determined by the board of directors.

Section 3: Except as otherwise provided by these by-laws, all members of the association in good standing for three (3) years and present for three (3) consecutive meetings, shall be entitled to all privileges of the club and shall be entitled to vote on election of officers and on all other business and shall have full voting powers as members of this association.

Section 4: Members must, in order to maintain their membership, regularly pay all dues and fees as required by the rules, regulations, and the by-laws of the association. Members are subject to such penalties that may be imposed upon them by the rules, regulations and by-laws of the association.

ARTICLE VII

Order Of Business

Call to order

Pledge to the flag

Roll call of officers

Reading of minutes

New business

Communication

Report of committee

Treasurer’s report

House manager’s report

Unfinished business

New members Nominations

Elections good of the home

Adjournment

ARTICLE VIII

These by-laws may be amended by a vote of two thirds of the members present at a regular meeting of the membership provided that such change to the bylaws be submitted, in writing, at an open membership meeting, and is agreed upon at this meeting by majority vote of the members present. The proposed changes will be voted upon at the next open membership meeting, provided also that the by-laws be posted on the bulletin board ten days prior to voting on such change.

ARTICLE IX

Any member of the board of directors may be removed from office at any time for being lax in his/her duties or behaving in a manner unbecoming a member of the board of directors. Any board member may be removed from office by a majority vote of the other board members.

ARTICLE X

Section 1: Any member conducting themselves in a manner unbecoming a lady or gentleman, or otherwise disturbing the peace and quiet of the home, shall have charges brought against them by the stewards or any member of the association. Such charges shall be submitted in writing, signed by a witness if possible, to the board of directors. The board of directors shall immediately investigate the legality of such charges before denying such member the privileges of the home. In all cases the board of directors shall use good and sound judgment. In no case shall prejudice, grudge, or jealously figure in determining these cases. If after investigation, a member is found guilty of the charges brought against them, then the following charges shall be applied:

Part A: Anyone, while on the premises of the association, that has in their possession any type of weapon or illegal drug paraphernalia will receive a permanent suspension and information pertaining to this matter will be turned over to the proper authority.

Part B: Deliberate damage of property:

1st offense:

Minimum of 30 days’ suspension

Maximum penalty is permanent expulsion

Subsequent offense(s):

Minimum of 90 days’ suspension

Maximum penalty is permanent expulsion

Note: In all cases, a reasonable effort will be made by the board of directors to gain restitution from the guilty party

Part C: Stealing and/or cheating:

1st offense:

Minimum of 30 days’ suspension

Maximum shall be permanent expulsion

2nd offense:

Permanent expulsion

Part D: Going behind the bar without steward’s permission:

1st offense:

30 days’ suspension

Subsequent offense(s):

Minimum of 60 day's suspension

Maximum penalty is permanent expulsion

Part E: Disorderly conduct (fighting), instigator or persons refusing to stop after being asked to do so by persons in authority:

1st offense:

Minimum of 30 days’ suspension

Maximum penalty is permanent expulsion

Subsequent offense(s):

Minimum of 90 day's suspension

Maximum penalty is permanent expulsion

Part F: Failure to abide by association rules, regulations, and by-laws (except for those defined in parts a through E of this article):

1st offense:

Minimum penalty shall be a written

Warning from the board of directors

Maximum of 30 days’ suspension

2nd offense:

Minimum of 30 days’ suspension

Maximum of 90 days’ suspension

3rd offense:

Minimum of 60 days’ suspension

Maximum penalty is permanent expulsion

Note: If a member has been found guilty of a violation as defined in parts b through e of this section, the board then reserves the right to impose up to the maximum penalty for any violation or part of regardless of the number of previous offenses.

Section 2: The board of directors shall have the power to take disciplinary action, as states in these by-laws, against any member not abiding by the rules, regulations and by-laws of this association. Any charges against a member must be presented in writing to the board of directors within 72 hours after such incidence from which these charges stem. Within 7 days of receiving such written charges, the board of directors shall contact all parties involved and set a date for a hearing. After which, the board of directors shall take whatever action is appropriate for these charges as outlined within these by-laws.

Any member wishing to appeal a decision by the board of directors may do so at any regular association meeting, at which time the president will appoint a five-member committee, of which none may be present-members of the board of directors, to hear the appeal. A date and time shall also be set for the appeal to be heard. The board of directors shall send one member of the board to be at the appeal to present the case to the board. Only the committee, the board of directors’ representative, person or persons appealing, and any witnesses may be at such appeal hearing, subject to the laws of the commonwealth of Pennsylvania and the untied states of America. After hearing such appeal, the committee shall report to the board of directors their recommendation at which time the board of directors shall act accordingly

Section 3: Any member found guilty of any violation shall receive appropriate penalty as decided by the board of directors to be consistent with the violation and occurrence as described in parts b through f of section 1 of this article. After two consecutive years from the date that a penalty is first opposed, if a member is not found guilty of another violation in the same part (B through F), then the next offense for that part will revert back to the first offense.

Section 4: The secretary of the association shall keep a record of all members who received punishment for offenses committed.

Section 5: Any member while under suspension will not be allowed in the home association, even as a guest of another member.