​ARTICLE I: MEMBERSHIP

Section 1. All prospective members shall be elected at any annual or special meeting, notice of such election, the names of any persons proposed for membership and an introductory letter from the proposed member informing the membership when they were at the Club, what activities they participated in while they were at the Club, and what they feel they bring to the Club if they were approved for a membership are to be given to each member by the Secretary in writing 15 days prior to said meeting. A prospective member is one who is eighteen (18) years old or older, has hunted with the Club during the regular deer rifle season or attended no less than two (2) work weekends. All elections for membership shall be secret ballot, each member being entitled to one vote in person or by proxy. A 3/4 majority vote of the membership shall constitute an acceptance of any application for membership. If the prospective member is approved, he shall be placed on the waiting list of prospective members until the opportunity arises for him to become an active member. Each year, the Secretary and Trustees, prior to the annual Fall meeting, will confirm that all the names on the prospective membership list should remain on the prospective membership list. The Secretary and Trustees shall consider each name on the prospective membership list; and where agreed upon, bring the prospective member(s) up at the annual Fall meeting for a vote of concurrence by the Club membership that their name should be removed. Any prospective member that is removed from the list will need to requalify to become a prospective member, which includes a favorable vote by the Club membership in accordance with these Bylaws. Any requalified perspective member will be inserted at the end of the current prospective membership list. No person shall become a member of the Club or have any right whatever in the use of the Club property by reason of acquiring any interest in the Club by Will, inheritance or purchase, unless he is elected a member of the Club, as provided herein.

Section 2. Certificates of membership shall be issued to the members signed by the President, authenticated by the seal of the Club, and attested by the Secretary.

Section 3. No member shall have the right to sell, convey, transfer, or dispose of their membership or interest in the Club without the consent of 3/4 of the membership to such sale or conveyance or transfer. The consent of the membership shall be evidenced by a resolution duly adopted by them and a copy of such resolution, certified by the Secretary, shall be delivered to the member.

Section 4. No membership shall be conveyed to any prospective member under the age of eighteen (18), unless the membership was bequeathed to the minor and this individual must be elected a member of the Club as provided herein. Also, the beneficiary will be a non- voting member until the age of eighteen (18) however, their designated mentor or Club member must keep their dues current during this time. 

Section 5. The membership shall be limited to twenty-four (24) members.

Section 6. The value of the membership unit in the Club will be determined on an as needed basis by the membership or at least once every seven (7) years. The value may be increased or decreased, by a 3/4 majority vote of the membership, each member being entitled to one vote in person or by proxy.

Section 7. When a member dies, their future financial obligations to the Club are terminated. The estate will be refunded the current value of the membership, at the said member’s date of death, within one year. A special fund shall be established equal to two (2) membership units for buying back the deceased member's certificate. 

Section 8. When a member resigns in writing and their resignation is accepted, their future financial Obligations to the Club are terminated. 

Section 9. Only a whole membership unit may be acquired by will or inheritance, and only when the conditions of Section 1 and Section 3 have been satisfied. When a member has willed their membership to a qualifying prospective member, that person has the first right of refusal for the available membership. If no beneficiary is defined, the membership share shall return to the Club.

Section 10. A special membership is available to any Senior member whose age and the number of years they have been a member of the Club are equal to or greater than 85. They would have full use of the Club; but if they would choose the special membership, they would become a non-voting member, they would not be able to hold any Club Office, have any financial obligations, no longer have an assigned bed, and they would be required to pass their share to their selected beneficiary or return it back to the Club. In all cases, Club members will have priority over Senior members. If a member elects to become a Senior member they must first verify that no one on the perspective members list is interested in obtaining their share before they can request another individual be added to the prospective members list for the purpose of receiving the proposed Senior member’s shares.

ARTICLE II: OFFICERS

Section 1. The officers of the Club, to be elected by the Club membership, at its annual Fall meeting shall consist of a President, Vice President, Treasurer, Secretary and Assistant Secretary/ Treasurer, who shall serve for a period of one year. A member can only accept a nomination for said offices if they are present at the annual fall meeting where the elections are held, or they have notified the Secretary in writing of their intention to accept the nomination.

Section 2. The President shall preside at all meetings of the Club, shall call special meetings of the Club when they or the Trustees shall deem it expedient, and shall also in the absence or incapacity of the Secretary, issue notices of the meeting. They shall always oversee the Club and will make all decisions pertaining to the conduct of the Club. They shall appoint committees and committee chairman as they deem necessary. The President will be responsible for keeping the members aware of any business pertaining to the welfare of the Club.

Section 3. The Vice President shall assume or perform all the duties of the President, in the absence or incapacity of the President. 

Section 4. The Secretary shall be present at all meetings of the Trustees and the members, keep a record of such proceedings, notify the members and Trustees of all meetings, have charge of the corporate seal, the books, maps, leases, deeds and papers of the Club. They shall, in conjunction with the Trustees, make and keep an inventory of all the property in the possession of the Club, with the cost of same, where it can be ascertained; otherwise, the estimated value thereof, including the land, buildings, furniture and property of every kind that has been or shall be purchased by the Club. They shall keep a record of the name of each member of the Club, their residence, office and business, their telephone number and if available their email address. They shall be duly charged with maintaining the room and bed assignment of all members.

Section 5. It shall be the duty of the Treasurer to keep an accurate account of all monies that are received and of all expenditures and make a report of the same at both the spring and fall annual meetings. They and the President shall sign all checks, unless one of them are incapacitated, then either the Secretary or Vice President may sign the checks in their absence. They shall sign all notes, bills and drafts of the Club and shall have general charge of the Club funds. The Treasurer's records shall be made available to an auditing committee appointed by the President, as the Club's membership deems necessary at the annual Fall meeting. They will submit the books, canceled checks, receipts, invoices and all other financial statements to the committee. The committee shall not contain any current officers or trustees.

Section 6. The Assistant Secretary/Treasurer shall act as a backup Secretary or Treasurer in the absence or incapacity of the holders of one of those positions.

Section 7. Two other offices, the Captain and Steward, shall be filled at the annual Fall meeting. These offices will be held for one year in conjunction with the Clubs active sessions, with the Captain maintaining the safety and organization of the hunt as well as designating of the Co-Captain, while the Steward will be responsible for obtaining the food for the Club during the Club sessions for deer season and the work details.

ARTICLE III: TRUSTEES

Section 1. The Trustees shall consist of five (5) members to be elected for a term of five (5) years and to be replaced at a rate of one (1) Trustee each year. A Trustee cannot succeed himself on consecutive terms. If a vacancy occurs in the Trustees from any cause, the remaining Trustees shall have the power to fill such vacancy until the next succeeding election or until a successor be duly elected and qualified.

Section 2. The Trustees shall hold meetings at such times and places as may to them seem necessary or advisable. At least two (2) days notice to all meetings of the Trustees shall be given to each Trustee, either by phone, by electronic communication or by postal mail at the last address of the Trustee as given to the Secretary, and at such meetings the Trustees may transact such business as may properly come before them.

Section 3. Each Trustee shall at the time of his election and during their continuance in office, be a member of the Club, and if any such Trustee shall at any time be suspended, expelled or shall sell or transfer their membership herein, their office as Trustee shall thereupon be deemed vacated without further proceedings.

Section 4. Each Trustee shall, at the time of their election and during the continuance in office, not hold any other office, excluding Captain and Steward, outlined herein.

Section 5. The Trustees shall have full charge and control of the affairs of the Club, and all matters relating to the internal regulations, care, order and protection of the Club House and premises; and as to fishing and hunting thereon, may remove any of the employees of the Club at their discretion and make such contracts as in their opinion shall be expedient.

Section 6. Any expenditure within a cost outlined in the current Club Rules and Regulations document can be approved by a majority vote of the Trustees. Any expenditure exceeding the cost outlined in the current Club Rules and Regulations must be approved by a majority vote of the membership present during one of the Club's meetings or through contact by the Secretary using postal mail, telephone or electronic communication. An expenditure shall not be approved by the Trustees for anything the Club membership has voted not to pursue in a prior duly assembled meeting of the Club.

ARTICLE IV: REVENUE

Section 1. To assure a balanced budget, the Treasurer will provide their recommended assessment by adding the previous year’s expenses and subtracting any income derived the previous year from fees paid to use Club facilities. Extraordinary expenses from the past year as well any anticipated for the upcoming year should be factored into the recommendation. For determining member assessments, the year used by the treasurer will be the previous September 1 through August 31. This recommended assessment will be due December 31st. Expenses not recovered using the previous year’s expenses will be presented by the Treasurer at the spring meeting and if determined to be needed to balance the budget, an additional assessment will be imposed. This assessment will be due no later than June 30th.

Section 2. Operating expenses incurred by the Club may be offset by a guest fee charged to all non-immediate family members hunting at the Club. An immediate family member will be defined as a spouse, significant other, daughter, son, nephew, niece, grandson, granddaughter, father, mother, sister, brother, son in law and daughter in law. These guest fees will be ascertained by a 3/4 majority vote of the membership present during the annual fall meeting and as such carried as an actual monetary value in the current Club Rules and Regulations document.

Section 3. As soon after both the annual Spring and Fall and meetings of the Club, as can conveniently be done, the Secretary shall give written notice to each member of the amount of his assessments, and such assessments shall be due and payable by June 30 for the Spring assessment and by December 31 for the Fall assessment. If additional assessments are made for any reason during a meeting of the membership and approved by a majority of the membership, the additional assessments shall be due and payable to the Treasurer within sixty days (60) of receiving the written notice from the Club Secretary. 

If any member fails or neglects to pay any assessment within the allotted time period or after written notice as aforesaid, the Secretary shall mail to each delinquent member a second notice of any such indebtedness, with second notice shall be accompanied by a copy of this Bylaw, and shall contain a clause notifying such member that unless their indebtedness to the Club is paid within thirty days from the date of such second notice, they will thereupon and without further action be suspended and be refused rights and privileges of the Club. If such indebtedness remains unpaid thirty days after such second notice, said member shall thereupon, and without further action, stand suspended and shall be refused all the rights and privileges of the Club. The giving of the written notice herein provided for shall be completed by the Secretary by depositing in the Post Office such written notice, which is enclosed in a properly stamped envelope for transmission through the mails and addressed to each member at their last known Post Office address. Each member shall give to the Secretary his Post Office address and promptly notify them of any change in the same. Any suspended member may be restored to good standing in the Club upon the payment of all their indebtedness to the Club within thirty days from their suspension.

Section 4. On recommendation by a majority of the Trustees, any member may be expelled from membership in the Club, by a 3/4 vote of the membership, excluding the member in question, for violations of the Bylaws or any of the Club Rules and Regulations; provided the offending member shall have at least fifteen (15) days written notice of the time and place where they may be heard in defense, and the written notice will be delivered by certified mail to ensure the offending members received said notice.

Section 5. In the case of death, suspension or expulsion of any member, the value of their membership shall be fixed and determined by the membership in accordance with Article I Section 6 of the Bylaws; and the Club, acting by and through its Trustees, shall purchase from such expelled or suspended member, or their heirs or legal representative of such deceased member, the membership held by such expelled, suspended member, or deceased member notwithstanding any attempt by such expelled or suspended member, or the heirs or legal representative of such deceased member to otherwise dispose or sell the same, by paying therefore the price or value thereof as determined and fixed by the membership as provided in Article I Section 6 of the Bylaws, after deducting from such price or value any indebtedness to the Club by any such deceased, or expelled member; and in the case of a suspended member, after deducting from said price or value any indebtedness owing the Club other than the indebtedness or non-payment of which said member was suspended. As a prerequisite to the right to purchase any such membership, the Club shall tender to such expelled or suspended member the sum which such member would be entitled to receive, not later than one year after such expulsion or suspension. In the case of a deceased member the Club shall tender to the heirs or legal representatives of such deceased, the sum which such heirs or legal representatives of such deceased member would be entitled to receive, not later than one year after such death. The sum is to be ascertained in accordance with the provisions of these Bylaws.

Section 6. When a member resigns their membership in the Club, they are no longer liable for any dues, assessments, or fines. In the cases where the resigned member does not have a defined heir or recipient for their membership share, the resigned member's share will be returned to the Club; and the membership share will be made available to those listed in the approved prospective membership waiting list in the order in which they were added to the list. If the approved prospective member choses to purchase the resigned member's share, the resigned member will be reimbursed their share value, after deducting from said price any indebtedness owed to the Club. 

ARTICLE V: MEETINGS

Section 1. The annual Spring meeting of the Club will be held during the spring work detail weekend occurring the third weekend in May. The meeting will be held at the Club at a time designated by the President, which shall be provided to the membership at least two (2) weeks prior to the meeting.

Section 2. The annual Fall meeting of the Club will be held during the fall work detail weekend occurring the third weekend in September. The meeting will be held at the Club at a time designated by the President, which shall be provided to the membership at least two (2) weeks prior to the meeting. At the annual Fall meeting, the Officers and Trustee shall be elected for the ensuing year, with their term beginning the day of election.

Section 3. Special meetings shall be held at the call of the President whenever in their discretion they may deem it necessary and whenever requested to do so by a majority of the Trustees or by members representing not less than one-half of the membership of the Club, of which such special meeting notice shall be given to the members thereof and of the business to be transacted, by the Secretary at least two (2) weeks prior to said meeting.

Section 4. Two Thirds (2/3) of the total memberships constitutes a quorum to do business at the annual meetings. If less than two thirds of the membership are present, the President is authorized to call a special meeting to conduct the business of the Club.

Section 5. Any decisions involving the Club, such as the sale of timber or property, granting of easements or right-of-ways, legal actions or activities, all of which may impact the Club, will require the memberships’ approval and will need to be presented to the membership at a meeting. The meeting can be at one of the two regularly scheduled meetings; spring and fall or at a special meeting with the membership present, as a conference call or by other acceptable means or a combination of the above. The scheduling of the meeting shall be done in accordance with Article 5 of the Bylaws.

ARTICLE VI: CLUB

Section 1. The Club is open to all members and a maximum of two (2) guests per member during the first two (2) days of deer season and a maximum of three (3) guest per member during the other hunting seasons, which start with Fall Archery and run through the Flintlock season, as well as Spring Turkey. All members and their guest must sign the guest book designating their stay at the Club. Members must notify the Secretary no less than two (2) weeks prior to deer season of any such guest that shall be attending the Club during the first two (2) days of deer season, when the Club is in session. 

Section 2. Members wishing to attend the Club other than during the defined hunting seasons must notify the Secretary giving the Dates and number of guest(s) in the party. A Club Member may reserve the Club during the current calendar year for their personal use for a period not to exceed seven consecutive days (Friday evening to the following Friday evening.) No more than one (1) advance reservation per member at a time and no such reservation may be carried forward from year to year. Reservations shall be made with the Woodhouse Hunting Club Secretary who shall keep accurate records of the reservations and post the reservations on the Club web site, and from time to time, posted at the Club sign in sheet. All members and their guest must sign the guest book designating their stay at the Club. The Club will be left in a sanitary condition by the member and his party and any such irregularity shall be reported immediately to the Chairman of the Building and Grounds. 

Section 3. Upkeep of the Club shall be maintained by work details determined at the annual Spring meeting held during the spring work detail weekend occurring the third weekend of May and the annual Fall meeting held during the fall work detail weekend occurring the third weekend in September, and as such each member is required to attend at least one of said work detail or they will be assessed a fine established at the annual Fall meeting.

Section 4. Attendance at any Special Work Detail warranted and designated by the President and carrying a majority Trustee vote and which is scheduled with notice given to the members at least two (2) weeks in advance, shall be deemed as in lieu of attending the annual Spring or Fall work detail.

​ARTICLE VII: Consent of Members

Section 1. Every person who becomes a member of the Club shall be deemed to have assented and agreed to the Bylaws and shall designate to the Secretary the address (postal or email) to which they desire the notices herein required to be given to be sent, and all notices mailed to such address with postage prepaid shall be considered as duly given at the date of mailing, and any such persons failing to furnish the address herein required shall be considered as waiving notice of any meetings. The Secretary shall use the email address, if provided to the Secretary, in lieu of the member’s postal address unless notified by the member, in writing, that they wish to receive all notices by postal mail.

ARTICLE VIII: Amendments

Section 1. These Bylaws may be amended by a 3/4 majority vote of the total membership either in person or by proxy at any regular or special meetings of the members, provided written notice of the meeting and proposed amendment be given to each member no less than two (2) weeks prior to said meeting.

​ARTICLE IX: Indemnification

Section 1. The Club shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding (including action by or in right of the Club to procure a judgment in its favor) by reason of the fact that they are or were a representative of the Club or is or was serving at the request of the Club as a representative of another organization, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actuarially and reasonably incurred, if such person has been successful on the merits in any such action or upon a determination by the Trustees (other than Trustee for whom indemnification is sought) in the specific case that such indemnification is proper in the circumstances because they have met the standard of conduct applicable in Section 7741 or Section 7742 of the Pennsylvania Non-Profit Corporation Law of 1972. The corporation may purchase and maintain insurance for indemnification on behalf of all persons to the full extent permitted under Section 7747 of the Pennsylvania Non-Profit Corporation Law of 1972.

​ARTICLE X: Dissolution

Section 1. The Club may be dissolved only upon the affirmative vote of 85 percent of all the members. For this purpose, a member may vote either in person or by proxy.

Section 2. In the event the Club is dissolved, the Trustees shall with reasonable promptness proceed to liquidate its assets. The proceeds of liquidation shall first be applied to satisfy all outstanding debts of the Club and to establish appropriate reserves for liabilities, which cannot be determined. The remaining proceeds shall be distributed among the members giving one (1) equal share to each membership unit.

​END

REVISED September 20, 2021