CONSTITUTION and BY-LAWS
of the
German American Club of the Lehigh Valley

 

Article 1:  Name

This club shall be known as the German American Club of the Lehigh Valley.

Article 2:  Purpose

The purpose of the club shall be to strengthen family bonds; organize and conduct activities and programs; practice and advance singing, music, sport, and dancing related to the promotion of German cultural traditions and German-American heritage along with activities related to the promotion of other European cultural traditions and heritages; provide a place and opportunity to gather in song, and for dance, culture, social exchange and education among members of the club, members of the community, and guests; provide support for its members, support all affairs of the society provided that the rules, By-Laws, activities and practices of the society are not repugnant to the Constitution and laws of the United States, the Constitution and laws of the Commonwealth of Pennsylvania, or to these By-Laws, and for such other purposes as are stated in the Nonprofit Corporation Law of the Commonwealth of Pennsylvania, as amended from time to time.

Article 3:  Membership

The society shall be composed of active members.  Candidates seeking membership may apply in writing or electronically using an application form approved by a majority of members.  Candidates may identify on the application a current Active member as a sponsor. Active members are persons of good moral character, not less than 21 years of age, who agree with the goals, activities, and purposes of this society, and who pay annual dues in an amount to be paid by all active members as determined by vote of the club membership.  In order to be admitted or re-admitted to the club, applicants for active membership must be recommended by a vote of the majority of members of the Membership and Activities Committee, approved by a vote of the majority of members of the Executive Committee, and accepted by vote of the majority of active members present at a Members Meeting.  Minors may participate provided one family member who is a parent or legal guardian is a member in good standing of the Club.

Article 4:  Officers and Duties of Officers

The officers shall conduct the affairs of the society as permitted by law and not contrary to these By-Laws, shall owe a fiduciary duty to the society, and shall make decisions in good faith as representatives of the members.  In making their decisions and determinations, officers shall be deemed to have fulfilled their fiduciary and duty of due diligence if they rely on the advice of the society’s legal counsel, the society’s certified public accountant, any other professional engaged by the society, or any other source of information that a reasonable person would consider to be accurate and reliable.  Any officer’s position which becomes vacant may, except as provided otherwise by these By-Laws, be filled by a member appointed by the President, who shall serve until the year-end election of officers.  Any officer not attending three (3) consecutive Members Meetings or three (3) consecutive Executive Committee Meetings, or failing to fulfill his duties as set forth in these By-Laws, shall be subject to removal from office by vote of two-thirds of the total officers, not including the Archivers and the Sergeant at Arms.  The officers of the society and their duties shall be as follows:

  1. President.  The President shall be the overall director of the society and its affairs.  He/she shall preside at Members Meetings and Executive Committee Meetings, shall keep order at the meetings, shall conform to these By-Laws in the handling of all business, shall submit to a vote of the members all duty made and seconded motions which are in order, and shall do and perform all things and duties normally associated with the position of president of a society and not contrary to these By-Laws.  The President shall report in writing and orally the operating and financial results of the prior year during the first Members Meeting for member approval.
  2. First Vice-President.  The First Vice-President shall take the place of the President in his absence or at his request.  In the event of the President’s resignation or incapacitation, the First Vice-President shall become Acting President until a President is elected in the November elections.
  3. Recording Secretary.  The Recording Secretary shall keep accurate minutes of all Members Meetings and Executive Committee Meetings.  At each Members Meeting the Recording Secretary shall read the minutes of the previous Members Meeting, and shall enter all approved changes to the minutes.  After a vote of the members present, the minutes shall then be considered final, unless corrected by motion at a subsequent meeting.  At the end of his term in office, all books, records, minutes, papers and documents of the society in the possession of the Recording Secretary shall be turned over in a timely manner to the newly-elected Recording Secretary.  The Recording Secretary shall be the historian of the society, and shall receive all documents, including the approved minutes of the society, and all historical artifacts and memorabilia of the society, which shall be listed, kept in an orderly manner, and carefully preserved. 
  4. Financial Secretary.  The Financial receives all incoming monies of the club and upon receipt, delivers them to the Treasurer; along with the President approves all expenditure of the club, maintains a record of all members and their dues payment status; and provides an oral summary report of the newly paid members of the society at each Members Meeting.  Bi-annually, the Financial Secretary shall provide a summarized status report to the Membership Committee.  The Financial Secretary shall present the proposals for new members at each Members Meeting, and in his absence a membership report shall be given by another officer
  5. Treasurer.  The Treasurer shall disburse funds for the payment of bills authorized by the approved budget.  Bills beyond the parameters of the budget must be approved by the officers of the society before payment.  The Treasurer shall maintain an accurate record of all disbursements made on a monthly basis, shall prepare an annual budget of the society prior to July 15th of each year to be approved by the Executive Committee prior to the August Members Meeting and presented to the membership at the August Members Meeting for approval, and shall prepare a Treasurer’s Report for every Members Meeting and Officers Meeting.  At the end of his term in office, the Treasurer shall turn over all books, papers, receipts and documents of the society to the newly elected Treasurer in a timely fashion.
  6. Trustees.  The Trustees shall be responsible for all property and monetary assets of the society not entrusted to the Treasurer or other officers, and shall make and update an inventory of such property as it changes. There shall be not more than three (3 elected by the members. The Trustees shall serve on various committees for the good and well-being of the society.
  7. Archiver.  The Archiver shall be appointed by the President with suggestions from the officers of the society.  The Archiver shall work to develop and maintain all property of the society not entrusted to the Treasurer or the Trustees, and shall report to the President.  The Archiver shall be the historian of the society, and shall receive all documents, including the approved minutes of the society, and all historical artifacts and memorabilia of the society, which shall be listed, kept in an orderly manner, and carefully preserved.  The Archiver shall also be responsible for the flags of the society.
  8. Sergeant-at-Arms.  The Sergeant at Arms shall be appointed by the President from time to time as deemed necessary to keep order at the Members Meetings and any other functions of the society.

Article 5:  Election of Officers

The election of officers shall take place at the last regular Members Meeting of each year, by a majority of the members present at the meeting.  To be qualified a candidate for election must be an active member for a minimum of one year prior to election, unless because of special circumstances no qualified candidate is available.  In this circumstance the one year requirement may be waived by a vote of the majority of members present at a regularly scheduled or at a special Members’ Meeting.  Any qualified candidate for election may be proposed by the Election Committee, or by any member present during the August Members Meeting or its substitute should the August meeting be rescheduled. Proposal of a candidate by a member must be seconded by another member present, in both cases by a member other than the proposed candidate.  After the August meeting and if no special meetings are scheduled during which nominations will be accepted, qualified candidates may be proposed in writing to the Election Committee up to one month plus one week prior to the election by a member and seconded by another member, neither being the candidate.  Nominations for officers shall be published at least one month prior to the election meeting, and no nominations shall be allowed at the election Meeting unless a prior nomination is withdrawn, or no other nomination for the position has been received.  Any proposed candidate must be a member in good standing of the society whose dues payments are current, and who is not then under any expulsion or suspension from, or disciplinary action by, the society.  Proposed candidates shall have the right to be present during the voting, which shall be by written ballot, and they may vote for themselves or another candidate.  The counting of ballots shall be performed by any member, and shall be witnessed by any two (2) members, all three of whom shall be picked by the President, and none of whom are not officers or are running for election.  The terms of office of all officers shall be one (1) year, except that each Trustee shall serve a three (3) year term, with the terms of the Trustees staggered so that only one Trustee position is re-elected each year, and except that a Sergeant-at-Arms shall serve only for such time period as may be determined necessary in the discretion of the chairperson of a Members Meeting.  Officers will begin their term of office on January 1.

Article 6:  Dues and Compensation

Active Members shall pay annual dues in an amount to be determined by vote of the membership, at such time and in such manner as the officers may determine.  Any member who is in arrears in payment of his dues shall not be eligible to vote, be elected to office, attend or speak at any society meeting until his dues are paid in full. 

Officers of the society shall not be paid any compensation, but may be reimbursed for their expenses reasonably incurred in society matters.  However, officers or others who render services to the society beyond the reasonable scope of their duties as officers, or who provide goods and/or services to the society, may, if approved by vote of the members, be paid reasonable compensation.  If approved by the Executive Committee and ratified by the members, the club may pay reasonable compensation to members who as independent contractors organize and lead special programs, and may enter into a one-year contract for the services of such members, subject to annual review by the Executive Committee before renewal. 

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article 7:  Meetings

The times, places, and purposes of meetings of the members and of the officers shall be as follows: 

  1. The Members Meetings of the society shall be held quarterly during the months of February, May, August and November, at a regular date, time and place to be set annually by the President, approved by a majority of Officers and announced to the membership following such determination.  Changes from the regular date, time or place of the meetings is permitted in the event of conflicts with holidays or for other good cause, and such changes shall be announced to the membership not later than the monthly meeting before the change.
  2. In extraordinary cases the President can, at his discretion, call special Members Meetings in addition to the regular quarterly meeting.  In addition, the President shall call a special Members Meeting, not to exceed one per month, at the request of at least six members of the society.
  3. All Members Meetings shall be open to all of the society’s active members.  Such meetings may also be attended by guests of members if allowed by the President, unless objection to the guest’s attendance or objection to the President’s exclusion of the guest is raised by at least three (3) members or officers present, and thereafter confirmed by vote of the members present.  The presence of guests shall be announced at the beginning of the meeting by the member hosting the guest, so that the guest can be welcomed, or any objection to the guest’s presence can be made.  Guests shall not be permitted to speak at the meeting unless permitted to do so by the President or other chairperson of the meeting.
  4. The presence of at least twelve (12) members in good standing shall constitute a quorum at a Members Meeting.
  5. Meetings of the Executive Committee shall be held not less than monthly, at such dates, times and places as the President or at least three of the officers shall direct.  Notice of each Officers Meeting shall be given to each member of the Executive Committee in person, by telephone conversation (not voicemail), by first class mail, or by email or fax with evidence of receipt, in each case given, mailed, or transmitted not less than five (5) full business days before the meeting, except in the event of a bona fide emergency or important matter of extreme urgency, in which case a reasonable effort must be made to contact every Executive Committee member.  Fifty percent (50%) of the society’s total officers shall constitute a quorum for an Executive Committee Meeting.
  6. No business shall be transacted nor shall any vote taken at any Members Meeting or Executive Committee Meeting unless a quorum is present.  However, in the event there is a quorum at the start of any Members Meeting, the meeting may continue, and all business and voting may be conducted, if the departure of members following the beginning of the meeting results in less than a quorum remaining present at the meeting.
  7. Upon the vote of the officers, executive sessions of the officers may be held during Members Meetings or Executive Committee Meetings for the following purposes and no others:  (a) to meet with legal counsel of the society regarding any matter; (b) to discuss legal issues of the society, including but not limited to lawsuits, threatened lawsuits, legal claims or potential legal claims by or against the society, purchases of real property by the society when disclosure of the prices offered, to be offered, or authorized to be offered, or other terms, would prejudice the ability of the society to obtain the real property at an advantageous price, and any other legal matters affecting the society; (c) employment-related matters; (d) matters involving officers, members, or employees of the society that relate to or contain information of a confidential, private or personal nature, such as matters involving personal illness, family matters, or other personal matters that, in the judgment of the officers, would violate the privacy of the individual and are not required to be disclosed to the entire membership for the good of the society.  Members or employees of the society shall not attend the executive session except at the request and with the approval of the officers.  At the option of the officers, minutes may or may not be taken during executive sessions, and minutes may be sealed and/or put in the safekeeping of the society’s legal counsel.  In all cases, the holding of an executive session, whether held during a Members Meeting or Executive Committee Meeting, shall be noted in the minutes of the society, noting the date, place, and time of beginning and ending of the executive session, and pursuant to which of the above sub-sections the executive session is being held.

Article 8:  Conduct of Meeting

  1. Except in extraordinary cases, the order of business at Members Meetings shall be as follows:
    1. Meeting called to order by the President;
    2. Reading of the minutes of the previous meeting, and making of corrections     upon vote of the members;
    3. Applications for and additions of new members;
    4. Treasurer’s report;
    5. Committee reports, if any;
    6. Unfinished business;
    7. New business; requires a motion by a member and a second by another member to permit a discussion;
    8. Remarks for the good and welfare of the society; and\Adjournment upon vote of the members.
  2. Members Meetings shall be conducted as follows:
    1. The President or another officer in order of succession shall act as chairperson and shall conduct the meeting as set forth in these By-Laws, and in other respects as he/she deems appropriate;
    2. A list shall be made of all those attending the meeting.
    3. Only subjects that pertain to the society and its purposes shall be discussed at the meeting.
    4. Any member desiring to speak or present a motion must first be recognized by the chairperson before speaking.
    5. Proper order and attention, and good decorum, shall be observed during the meeting, and no member shall carry on a private discussion, unreasonably raise his voice, use foul language, make personal attacks or disparagement of other members, or otherwise exhibit disrespectful, threatening, abusive or other uncivil or improper conduct, upon pains of being ejected from the meeting or otherwise disciplined by the chairperson.
    6. Any properly-recognized speaker shall not be interrupted, except to correct a misunderstanding, to call him to order, to advise him of a violation of these By-Laws, or to advise him that his time to speak has ended;
    7. In the event the chairperson calls a member to order, the member shall take his seat and shall stop speaking.  However, the members present may, by motion, vote to allow the member to continue.
    8. If several members desire to speak at the same time, the chairperson shall decide the order in which they shall speak.
    9. The speaker shall confine himself to the subject at hand and shall avoid all digression or overly lengthy presentations.
    10. No member shall speak more than once on the same subject until all members desiring to speak have spoken at least once.
    11. At motion shall only be discussed after it has been duly made and seconded.
    12. In order for a motion to be amended or another motion discussed, the original motion must be withdrawn by the member who made it.
    13. Before voting on a motion, the chairperson shall first inquire whether any other member wishes to speak on the motion, and shall allow any member who wishes to speak to do so before voting on the motion is conducted.
    14. The oldest unfinished business shall be considered before other unfinished business. 
    15. The tabling of any motion or other business, or the adjournment of the meeting, shall be decided by vote of the members present.

Article 9:  Notice

Notice of the date, place and time of the regular Members Meetings shall be given at the first regular Members Meeting of each year, and shall also be given at each quarterly meeting for the next quarterly meeting.  Notice of special meetings shall be given in as expeditious and effective a way as is reasonably possible.  Notice of social functions and other activities of the society shall be given in such manner as the President shall determine.  Notice of election of officers and of proposed changes to these By-Laws shall be given in the manner set forth in these By-Laws and allowed by the Pennsylvania Nonprofit Corporation Law.  A member appearing at any meeting shall be deemed to have waived the requirement of notice, unless his appearance is for the sole purpose of contesting the adequacy of notice of the meeting, and for no other purpose.

Article 10: Committees and Programs

Unless otherwise specified in these By-Laws, the President shall appoint chairmen of the various committees as he/she shall see fit, and may also appoint one or more members of each committee.  The appointed committee chairmen shall then select their other committee members, who shall be active members of the society (including, if desired, society officers) in good standing.  The work and procedures of each committee shall be established by its committee chairman, and shall also include such tasks as may be directed by the President.  A committee chairman may, at the request of the President, be required to attend and provide information at an Executive Committee Meeting.  Each committee chairman shall prepare and present at the next quarterly Members Meeting a report on any significant business of the committee occurring since the previous quarterly meeting. 

Programs are generally major sets of activities, such as, but not limited to a youth and/or adult sports program, a youth or adult chorus, a festival.  Generally, programs are organized for member participation to attract the attendance of members and the general public.  A program director shall be appointed to each standing program authorized by the active members.  Directors may be compensated as an independent contractor as specified in Article 6 with an initial term of office of one year.  Program Directors term of office shall be renewed annually upon approval of a majority of the Executive Committee.  A program director may, at the request of the President, be required to attend and provide information at an Executive Committee Meeting.  Each program director shall prepare and present at the next quarterly Members Meeting a report on any significant business of the committee occurring since the previous quarterly meeting. 

Standing Committees of the society shall be the Executive Committee presided over by an officer in order of succession starting with the President and the Membership & Activities Committee presided over by the Financial Secretary. 

In addition to these Standing Committees, the President shall form an Audit Committee and an Elections Committee and such other committees as he/she sees fit.  The President is an ex-officio member of all committees and may attend committee meetings as may be required or desired.

The term president may not be used to designate an official involved in any activity, committee or program. 

Article 11: Executive Committee

The Executive Committee shall consist of the President, First Vice President, Second Vice President, Recording Secretary, Financial Secretary, Treasurer and Trustees.  The Executive Committee shall manage and decide all business and matters of the society not reserved by these By-Laws or by law to the members, or otherwise reserved or assigned to others by these By-Laws, including all business and matters permitted by the Pennsylvania Nonprofit Corporation Law as amended from time to time.  Presence and voting by an officer at any meeting of the Executive Committee may be by conference telephone, teleconference or any similar electronic means, provided it allows all officers to hear one another, and the presence of an officer in this manner shall constitute his attendance at the meeting.

Article 12:  Elections Committee

The President shall appoint an Election Committee of at least three members by the third quarterly Members Meeting each year.  The Elections Committee shall prepare the ballots for election of the officers, and shall serve such other functions as are set forth in these By-Laws, and any additional functions related to voting and elections as may be assigned to the Elections Committee by the President. 

Article 13:  Membership and Activities Committee

The Membership and Activities Committee maintains records showing the total number of active members of the society, reviews and makes recommendation of all membership applications, finds and suggest ways to maintain and increase the society’s membership, and finds and recommend activities in which the society should participate to further the goals of the association.

Article 14:  Audit Committee

The President shall appoint a three person Audit Committee by the third quarterly Members Meeting of each year.  The Audit Committee shall perform an audit of all financial records.  The chairman shall prepare a final audit report to be presented at the Executive Committee Meeting prior to the first Members Meeting of the next year.  The results of the Audit shall be presented at the first Members Meeting of the next year.

Article 15:  Disciplinary Actions

Upon a vote of all of the society’s officers at any time, or a vote of the members present at any monthly or special members meeting, a member may be proposed to be disciplined, suspended or expelled from membership in the society (a “disciplinary action).  Any member so proposed shall be promptly notified in writing by the President or First Vice-President, which writing shall inform the member of the basis for the disciplinary action, in sufficient detail to assist the member in preparing his defense against the disciplinary action.  The notice shall also state the date, place and time of the Members Meeting at which a hearing on the disciplinary action shall take place, which notice shall provide a reasonable length of time for the member to prepare his defense, if any.  The members present at the disciplinary hearing shall vote whether or not to take disciplinary action, and what disciplinary action to take.  At the disciplinary hearing, before the vote is taken, the member shall, within reasonable time limitations, have the right to speak and to present such evidence and witnesses as he/she wishes, and shall have the right to question any witnesses or contest any evidence presented against him.  The member shall have no vote, and shall not be present in the room when the vote is taken.  The vote shall be by written ballot, taken in such manner as to ensure the secrecy of each member’s ballot, and to ensure that each member present votes only once.  Any vote to suspend a member from membership shall specify the duration of the suspension, and any expulsion of a member from the society shall specify whether or not the individual expelled shall be permitted to apply for membership at a future time to be determined at the time the expulsion is imposed.  The causes for disciplinary action shall be any violation of these By-Laws or the Articles of Incorporation of the society, action contrary to the stated purpose of this society, illegal or immoral act, or any act or behavior that undermines, harms or disparages this society, harms its ability to function, or harms its reputation or public standing.

Article 16:  Voting

Unless otherwise specified in these By-Laws, any vote required or permitted to be taken by the members of the society shall be decided by the majority vote of those active members present and entitled to vote at any duly convened quarterly monthly or special Members Meeting, and any decision so made or action so taken shall constitute the decision or action of the membership.  Unless otherwise specified by these By-Laws, any vote required or permitted to be taken by the members of the Executive Committee shall be decided by the majority vote of those members present at a duly convened meeting of the Executive Committee, and any decision thus made or action thus taken shall constitute the decision or action of the Executive Committee.

Article 17:  Non-Discrimination and Non-Harassment Policy

Neither the society nor its members or employees shall, in performance of or with regard to the society’s affairs, discriminate against any individual for reasons of age, color, race, religion, national origin, gender, sexual orientation or expression, political affiliation, or veteran status.  No member or employee of the society shall, in performance of or with regard to the society’s affairs, physically or verbally threaten or harass any society member, employee, or any person dealing with the society.  No member or employee of the society shall sexually harass any society member, employee or person dealing with the society, whether by creating a sexually hostile environment by word or deed, or by unwanted sexual propositions or advances.  Any member or employee becoming aware of discrimination, threat or harassment of the type described in this Article shall have the duty promptly to so inform the society’s officers.  The society’s officers shall then promptly investigate the claimed discrimination, threat, or harassment, and shall take all appropriate action, up to and including notification of appropriate law enforcement authorities or governmental agencies, and expulsion of any responsible members from the society.

Article 18:  Indemnification

The society shall indemnify any and all officers or employees, or former officers or employees, of the society against any legal claim, damage, cost, expense, action, or other proceeding (collectively, the “action”), brought against him for or relating to any action or failure to act by him made during his tenure as an officer or employee of the society, including indemnification for his legal fees and other reasonable expenses incurred in the defense of such action, or settlement of such action if approved by vote of the members, and/or other indemnification as permitted or required by the Pennsylvania Nonprofit Corporation Law, as amended from time to time.  Indemnification shall only be made if the action or failure to act of the officer or employee is made in good faith that it is in keeping with the proper purposes and procedures of the society including these By-Laws, is in accordance with any prior and duly taken vote of the members or officers, and is not in violation of any state or federal law, statute, local ordinance, or governmental regulation. Indemnification shall only be made upon the express condition, in a written agreement signed by the indemnified individual in advance of any indemnification, that all funds paid in indemnification shall be repaid by the indemnified individual in the event it is later proven or reasonably shown by convincing evidence, as determined by the Executive Committee, that the individual’s act or behavior was such as to disqualify him from indemnification under these By-Laws.

Article 19:  Dissolution of the Society

The society shall not be dissolved as long as twenty-five (25) members remain who protest dissolution at a Members Meeting held the month following the Members Meeting at which such dissolution is proposed to the members present.  The dissolution shall be made in conformance with the dissolution provisions of the Pennsylvania Nonprofit Corporation Law, as amended from time to time.  In the event of a dissolution, all funds, records, documents, artifacts, memorabilia, and other property of the society not needed to pay the just debts and liabilities of the society (the “assets”) shall pass to the safekeeping of the Trustees until, upon the vote of the members present at a Members Meeting, the assets shall be donated to an appropriate non-profit museum, historical society, German cultural organization or singing society, or other organization(s) which will pledge itself/themselves to serve substantially the same purposes and/or goals as the German American Club, or other purposes or goals which serve the public good.

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Article 20:  Amendments to the By-Laws

Before an amendment of the By-Laws is made, the proposed amendment shall be presented in writing at a regular or special Members Meeting.  The balloting thereon shall not take place until the next regular quarterly Members Meeting, at the earliest.  Written notice, including the text of the proposed amendment(s), shall be sent to all members at least three (3) weeks prior to the meeting at which the balloting is to take place, or date on which the ballots are to be counted if not at a meeting.  The required notice may be by first class mail, telegram or courier delivery to the member’s last residence or business address of which the society has been informed by the member, or by fax to the member’s last fax number of which the society has been informed by the member.  If necessary or advantageous to provide notice to the greatest number of members reasonable, more than one of the above methods of notice may be used.  A two-thirds vote of all of the members of the society then in good standing shall be necessary for the adoption of the amendment.  The number of members in good standing at the time the balloting period begins, as determined by the Financial Secretary, shall be used to determine the required quorum.  Voting on a proposed amendment to the By-Laws may, at the decision of the Executive Committee, be conducted by mail, or by electronic mail or other electronic means, in each case with reasonable precautions to ensure the validity of the balloting. The vote for amendment of any By-Law shall be conducted separately from the vote(s) on any other By-Law(s), but may be submitted by the voting member on a single ballot form, with the member’s vote designated separately for the proposed amendment to each Article.  In the event one or more members are proven by reliable evidence not to have received timely notice of the proposed amendments or of the vote to be conducted as provided in these By-Laws, the vote shall nevertheless be valid unless the total number of such members failing to receive timely notice, had their votes been added to the votes of the members voting against the proposed amendment(s), would have caused the proposed amendment(s) not to be adopted.  Details of the voting on any proposed amendment(s) to the By-Laws, including the providing of notice to the membership and the counting of ballots, shall be determined and managed by the Elections Committee pursuant to these By-Laws.

 

 

Adopted by the members of the German American Club of the Lehigh Valley this ___  day of _____________, 2013

Attest:  ________________________________________    Date:  _______________________

              Recording Secretary, German American Club

Witnessed:  ____________________________________     Date:  _______________________

                     Office