BY-LAWs of CHARLEROI MOUNTAIN CLUB, INC.

I           NAME AND OBJECT OF CORPORATION

• Name.   The Corporation shall be known as the CHARLEROI MOUTAIN CLUB, INC., hereinafter referred to as the “Corporation”.
• Objects. The objects of the Corporation shall be to manage, operate and maintain certain land and facilities situate in the Township of Benezette, County of Elk, Commonwealth of Pennsylvania (the “facilities”) and to conduct, in connection therewith, any other incidental business.

II         SHAREHOLDERS’ RIGHTS

• Use of Facilities.  The individuals entitled to the use of the facilities of the corporation shall be all persons owning at least one (1) share of stock of the Corporation, and as further defined in such Rules and Regulations as may from time to time be adopted by the Board.
• Shares Non-assignable.  The shares of stock of the Corporation, and the rights and privileges pertaining thereto, shall not be assignable, transferable, or marketable except as set forth in and under the terms of a Shareholders Agreement entered into by the Corporation and its Shareholders.
• Vote.  Ownership of a share of stock in the Corporation shall entitle its owner or owners to one (1) vote at a meeting of the shareholders of the Corporation.
  
  

III        GOVERNMENT

• Board of Directors.  The general management of the affairs of the Corporation shall be vested in the Board of Directors, hereinafter referred to as the “Board”, consisting of not less than five (5) members.
• Officers.  The Board shall elect a President, a Secretary and a Treasurer and such other officers as the Board, in its discretion, shall deem necessary or advisable.
• Committees.  The Board may, from time to time, appoint a committee for carrying out the business and purpose of the Corporation.

IV        MEETINGS

• Annual Meeting of Shareholders.  The annual meeting of shareholders of the corporation shall be held at a place and time designated by the Board.   Notice of the time and place of holding the annual meeting shall be mailed to each shareholder at least ten (10) days previous thereto.
• Special Meetings.  Special meetings of shareholders may be called by the President or Secretary upon request of (5) shareholders to such officer made in writing.  Notice of the meeting shall be mailed/emailed to each member at least ten (10) days prior to the meeting, and at such special meeting there shall only be considered such business as is specified in the notice of meeting.
• Quorum.  At all meetings of the Corporation, either regular or special, the presence, whether in person or by proxy, of a majority of all shareholders in good standing shall constitute a quorum.  If a quorum is not present, the presiding officer may adjourn the meeting to a day and hour fixed by him.
• Meetings of Board.  Meetings of the Board shall be called be called by the President on his own initiative whenever in his judgment it may be deemed necessary, or by the Secretary upon request of any two (2) members of the Board.  Ten (10) days notice of meeting of the Board shall be sent by mail/email to all directors, and shall be deemed sufficient notice of such meetings.  A majority of the Board shall constitute a quorum.

V         ELECTION OF DIRECTORS AND OFFICERS

• Election of  Directors.  The directors of the Corporation shall be elected at the annual meeting.  The candidates receiving the majority of the votes cast shall be declared elected.
• Election of Officers.  The Board shall elect from among their number a President, a Secretary and a Treasurer.  The meeting of the Board shall be held on the same day as the annual meeting of shareholders.  Officers elected shall hold office until new officers are elected.
• Vacancies in Office.  If a vacancy occurs among the officers or in the Board, the vacancy shall be filled for the un-expired term only by an appointee of the Board.

VI        POWERS AND DUTIES OF OFFICERS

• President.  The President shall preside at all meetings of the Corporation and of the Board.
• Secretary.  The Secretary shall keep the minutes of all meetings of the Corporation and of the Board, read such minutes at the close of each meeting for approval and mail all notices of meetings to the Board.  The Secretary shall perform such other duties as may be required by the By-laws, President or the Board.
• Treasurer.  The Treasurer shall have charge of all the receipts and money of the Corporation in a bank approved by the Board and disburse funds as ordered or authorized by the Board.  He shall keep regular accounts of his receipts and disbursements, submit his records when requested and give an itemized statement at regular meetings of the Corporation.  The Treasurer and the President shall sign checks and withdrawal slips on behalf of the Corporation upon any and all of its bank accounts.  In the absence of the President, the Treasurer shall preside and assume the duties of the President.
• Execution of Instruments.  The President and the Secretary or the Treasurer shall, on being so directed by the Board, sign all leases, contracts or other instruments in writing on behalf of the Corporation.

VII      POWERS AND DUTIES OF THE BOARD

• Management.  The Board shall have general charge and management authority over the affairs, funds and property of the Corporation.  The Board shall have the full power and the duty to carry out the purposes of the Corporation according to the its Articles of Incorporation and By-laws.
• Leases and Contracts.  The Board may contract for the lease or purchase in the name of the Corporation of real estate, properties, facilities or other goods or services for the benefit or use of the Corporation or its shareholders.
• Fees.  The Board may, in its discretion, assess a monthly or annual fee upon shareholders for use of the Elk County Facilities.  Annual dues will be payable by June 31 of each calendar year, with a 10% late charge, for payment received thereafter.
• Rules and Regulations.  The Board shall establish, and amend from time to time, such rules and regulations for the use of the Corporations Facilities as it deems proper.

VIII     RECEIPTS, RENTS AND SALARIES

• Payments Collected.  All rents, royalties or other payments collected on behalf of the Corporation shall be held and used for the expenses of the Corporation as directed by the Board.  Any surplus after paying all liabilities of the Corporation shall be held for the use of the Corporation, and its stated purposes, as the Board shall determine.
• Salaries.  All officers and directors of the Corporation shall serve without salary or remuneration.

IX        NOTICES

• Notices to Shareholders.  All notices to shareholders shall be mailed to their addresses as set forth on the books of the Corporation, and such mailing shall constitute service thereof.  All shareholders shall notify the Secretary of any change in address.

X         AMENDMENTS

• Amendment of By-laws.  These By-laws may be amended only by majority vote of the shareholders present at a regular or special meeting of the Corporation, provided notice of the proposed amendment has been stated in the call for the meeting

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RULES AND REGULATIONS of CHARLEROI MOUNTAIN CLUB, INC.

• A member has the right to visit the camp at any time.
• Members only must make reservations for the camp, especially for an overnight stay.
• If another member already has a reservation, the member should either change his plans to a different date or call the reserving member and see if both parties could attend at the same time.
• With the exception of family members, non-members should not be at camp without a member present.
• Members are responsible for the actions of their guests.
• Guest fees should be logged in the log book and then paid to the Treasurer at the rate of $10.00 per night per person for non-members, family members excluded, specifically, spouse, sons, daughters, grandchildren and parents.
• Reservations are on a first come, first served basis, with each member respecting the wishes of the others.  For example, if a member likes to take a certain time segment, the other members should allow for this.
• Camp cannot be reserved for more than one week at a time.
• Reservations , in general, cannot be made more than one year ahead of time, beginning January 1 of the calendar year.
• An entry will be made in the log book anytime camp is visited.
• Conditions needing repair, or other attention, should be taken care of by the member or reported to the Secretary or Treasurer. Member will be reimbursed by the Treasurer for any expenditures connected with the repairs.
• Camp will be left neat and clean.
• Members may bring their dogs or cats to camp, but they must be responsible for any damage done.
• Work weekend will be determined by the offices. Notices will be sent to all members.
• Shooting should be done at the shooting range.  No firearms will be discharged within 200 yards of the camp building.
• Members and guests will conduct themselves, at all times, like gentlemen sportsmen.
• Littering will not be tolerated.