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About


Founded in 1875, the Hope Club is one of America’s first purposely built, private social clubs. The Club is prominently located on historic College Hill on the East Side of Providence, Rhode Island.

For more than 130 years, the Hope Club has provided a distinguished, welcoming haven for members, their families and guests. The Hope Club serves as an oasis for members during the day and a home away from home in the evening with an ambiance of quiet dignity.

With its age-old charm, the Hope Club combines New England warmth with gracious hospitality in a fashionably restored, understated setting. Whether members and guests seek to relax and unwind or are in search of the ultimate venue for one of life’s special occasions or an important business meeting, the Hope Club stands alone.

Prospective governing legal document of the Hope Club approved by the Board of Governors and submitted for consideration to voting Hope Club members for their adoption of said amended document at the Annual Meeting of the Club taking place on the evening of Wednesday, November 19, 2014 at 6:30pm.

CHARTER

Legislative Charter

SECTION 1. H.B. Anthony, A.E. Burnside, Charles Hart, Edward D. Pearce, Holder Borden Bowen, A.D. Payne, J.C.B. Woods, their associates and successors, are hereby made a corporation by the name of HOPE CLUB for the purposes of social and literary culture, with all the powers and privileges, and subject to all the duties and liabilities set forth in Chapter 139 of the General Statutes, and in any acts in amendment thereof or in addition thereto.

SECTION 2. Said corporation may take, hold, transmit and convey real estate and personal property.

SECTION 3.

A. Elimination of Governors’ Liability. A governor of the corporation shall not be personally liable to the corporation or its members for monetary damages for breach of the governor’s duty as a governor, except for the liability for (i) any breach of the governor’s duty of loyalty to the corporation or its members, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any transaction from which the governor derived an improper personal benefit. If the Rhode Island Non-Profit Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of governors, then the liability of a governor of the corporation shall be eliminated or limited to the fullest extent permitted by the Rhode Island Non-Profit Corporation Act as so amended.  Any repeal or modification of the provisions of this Section 3 by the corporation shall not adversely affect any right or protection of a governor of the corporation existing prior to such repeal or modification.

B. Indemnification.

(i) Constitution and Governor and Officer Indemnity:  Statutory provisions. The corporation may include provisions in its constitution for the purpose of indemnifying a governor or officer in the manner and to the extent permitted by Section 7-6-6 of the Rhode Island Non-Profit Corporation Act, as it may be amended from time to time 

(ii) Constitution and Governor and Officer Indemnity Agreements:  Other Provisions. In addition to the authority conferred by the Rhode Island Non-Profit Corporation Act, the corporation may include provisions in its by-laws for the purpose of indemnifying such governor or officer in the manner and to the extent provided herein:

(1) The constitution provisions authorized hereby may provide that the corporation shall, subject to the provisions of this Section 3, pay, on behalf of a governor or officer any Loss or Expenses arising from any claim or claims which are made against the governor or officer (whether individually or jointly with other governors or officers) by reason of any Covered Act of the governor or officer.

(2) For the purposes of this Section 3 when used herein:

(a) “Loss” means any amount which a governor or officer is legally obligated to pay for any claim for Covered Acts and shall include, without being limited to, damages, settlements, fines, penalties or, with respect to employee benefit plans, excise taxes;

(b) “Expenses” means any expenses incurred in connection with the defense against any claim for Covered Acts, including, without being limited to, legal, accounting or investigative fees and expenses;

(c) “Covered Act” means any act or omission of a governor or officer in the governor or officer’s official capacity with the corporation.

(3) The constitution provisions authorized hereby may cover Loss or Expenses arising from any claims made against a governor or officer no longer serving in an official capacity, the estate, heirs or legal representative of a deceased director or officer or the legal representative of an incompetent, insolvent or bankrupt governor or officer, where the governor or officer was a governor or officer at the time the Covered Act upon which such claims are based occurred.

(4) The constitution provisions authorized hereby may provide for the advancement of Expenses to a governor or officer prior to the final disposition of any action, suit or proceeding, or any appeal therefrom, involving such governor or officer and based on the alleged commission by such governor or officer of a Covered Act, subject to an undertaking by or on behalf of such governor or officer to repay the same to the corporation if indemnification is not permitted under clause (5), below.

(5) The constitution provisions authorized hereby may not indemnify a governor or officer from and against any Loss, and the corporation shall not reimburse for any Expenses, in connection with any claim or claims made against a governor or officer for: (a) any breach of the governor’s or officer’s duty of loyalty to the corporation or its members; (b) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (c) a transaction from which the person seeking indemnification derived an improper personal benefit.

(6) The constitution provisions authorized hereby may contain such other terms and conditions as the board of governors, in its sole discretion, determines to be consistent with the provisions of this Section 3.

SECTION 4. This legislative charter shall take effect on and after its passage.  Both this legislative charter and the constitution may be amended from time to time, in any respect desired, as long as the legislative charter and the constitution, as amended, contain only provisions that are lawful under the Rhode Island Non-Profit Corporation Act, as amended.

Original Passage: February 8, 1876.

Amended: March 11, 1880,

                        April 10, 1883,

                        April 19, 1911,

                        December 6, 1988, and

                        November 19, 2014.

                        .

 

CONSTITUTION

 

Article I

MEETINGS OF MEMBERS

 

Section 1. Annual Meeting. The President shall call an annual meeting of members of the Club which shall be held on the third Wednesday in November in each year or other date reasonably close thereto, at such date and hour as the Board of Governors shall from time to time determine.

Section 2. Special Meetings. Special Meetings shall be called by the President whenever requested to do so by a vote of the Board of Governors, or upon written request of ten members of the Club who are not members of the Board of Governors. No special meeting shall be held unless at least ten days’ notice thereof shall have been given in the manner hereinafter provided; and no business shall be transacted at a special meeting except such as shall be specified in such notice. If the President shall neglect or refuse to call a special meeting when properly requested to do so, the Board of Governors shall call such a meeting by posting such notice on the bulletin board of the Club, and also by mailing a copy of such notice, postage prepaid, to every member entitled to vote at such meeting, at the last known address of the member.  Inclusion of such notice in a Club newsletter or periodical shall constitute effective notice as long as at least ten days’ notice of the mailing of the newsletter or periodical shall have been given.

Section 3. Notice of Meetings. At least ten days’ notice of all meetings, annual or special, shall be given

 

Section 4.  Manner of Voting. Voting by proxy shall not be permitted in any meeting, except upon propositions to amend the Constitution, and in special meetings called to consider the removal of officers as provided in Article V, Section 3 of this Constitution.

Section 5.  Quorum and Vote Requirements.  Fifteen resident members shall constitute a quorum at all annual or special meetings of the members, except as hereinafter provided in Article V, Section 3, and Article IX, Section 1, and except for such actions specified in the foregoing referenced sections, a majority vote by resident members of those resident members who are present shall be required to approve any measure brought before any such meeting of members.

           

  Article II

 OFFICERS

Section 1. Enumeration of Officers. The officers of the Club shall consist of a President, a Vice President, a Secretary and a Treasurer.

Section 2.  Tenure of Office.  All officers shall hold office for the terms for which they are elected, as

hereinafter provided, and until their successors are elected and qualified by acceptance of the offices to which they are elected, or until their earlier resignation or removal. The President shall, however, be subject to removal in the manner provided in Article V, Section 3.

Section 3.  President.  The President shall be elected at the annual meeting in each year. The President shall be, ex-officio, a member of the Board of Governors and of the House Committee. The President shall preside at all meetings of the Club, and of the Board of Governors and of the House Committee at which the President is present, shall have a general supervision of the affairs of the Club, and shall generally perform all the duties usually pertaining to the office of President. The President shall, with the Treasurer, sign all written contracts and obligations of the Club.

Section 4. Vice President. The Vice President shall be elected by the Board of Governors from their own number at a meeting held as soon as may be convened after the annual meeting of the Club, and shall hold office at the pleasure of the Board of Governors. The Vice President shall perform all the duties of the President in the absence of that officer, except such duties as devolve upon the President by reason of the President’s membership, ex-officio, in the House Committee.

Section 5. Treasurer. The Treasurer shall be elected by the Board of Governors from their own number at a meeting held as soon as may be convened after the annual meeting of the Club, and shall hold office at the pleasure of the Board of Governors. The Treasurer shall collect all entrance fees and dues, shall keep the accounts of the Club under the supervision of the Board of

Governors, and shall present a written report thereon to the Board of Governors at each regular meeting thereof. The Treasurer shall present to the Club, at its annual meeting, a written report of its financial condition. The Treasurer shall pay all bills of the Club upon their certification by a member of the House Committee, and shall, with the President, sign all written contracts or obligations of the Club.

Section 6. Secretary. The Secretary shall be elected by the Board of Governors from their own number at a meeting held as soon as may be convened after the annual meeting of the Club, and shall hold office at the pleasure of the Board of Governors. The Secretary shall give notice of all meetings in the manner hereinbefore provided, and shall keep minutes of such meetings. The Secretary shall keep an accurate list of the members and of their addresses.  The Secretary shall have charge of the bulletin board, and be responsible for all notices posted thereon and shall post thereon all notices properly issued by the Board of Governors, or by any officer or committee of the Club.  The Secretary shall furnish to the Treasurer the names and addresses of all transfers or changes affecting the membership, and generally shall perform all duties pertaining to the office of Secretary. The Secretary shall not post the name of any candidate upon the waiting list of the Club until letters of recommendation from both the proposer and the seconder of such candidate have been received.

Article III

BOARD OF GOVERNORS

Section 1. Constitution and Election. The Board of Governors shall consist of not less than seven members nor more than 15, of which the President, ex- officio, shall be one, the number of members of the Board of Governors to be established by a vote of the members of the Club at the annual meeting or in between annual meetings,  by the members of the Board of Governors. At  each annual meeting, there shall be elected at least two Governors to serve for three years, to fill the places of those whose term of office shall then expire, or who have earlier resigned or been removed from office. The President or any member or members of the Board of Governors shall, however, be subject to removal in the manner provided in Article V, Section 3 of this Constitution.

Section 2. Meetings. The Board of Governors shall hold regular meetings, not less than one every three months, and special meetings at the call of the President. Any member absent from two successive regular meetings of the Board without reasonable excuse presented to the Secretary before the time fixed for the meeting, thereupon, if so voted by the Board, shall cease to be a member thereof.  Meetings of the Board of Governors may be conducted by means of conference telephone call at which those governors participating on the call can hear each other plainly for the duration of the call.

Section 3. Powers and Duties. The affairs of the Club shall be managed by the Board of Governors. The Board of Governors shall elect all members of the Club, and shall have the power of suspension or expulsion from membership as hereinafter provided. It shall authorize all expenditures, excepting expenditures incidental to the management of the Club provided for by Article IV relating to the House Committee, and shall exercise  general supervision over all affairs of the Club. Said Board shall decide all questions of construction of this Constitution without appeal, and other matters not otherwise provided for, as it shall deem necessary or expedient. It shall annually appoint a House Committee to consist of the President ex officio and at least four members of the Club, and such other committees as it sees fit. A Nominating Committee to consist of three former presidents, all appointed by the President, shall nominate candidates for the election of members of the Board of Governors and President.  Such nominating function may in the alternative be performed by the Board of Governors provided that any such nominees shall be approved by unanimous vote of all governors. All votes, conversations and debates of the Board on the subject of admissions, exclusions and expulsions shall be kept by each member of the Board in secrecy, and any violation of this provision shall be sufficient cause for expulsion from the Club.

Section 4. Quorum and Vote Requirements. At all meetings of the Board of Governors, a majority of its members shall constitute a quorum for all business, except as otherwise provided by Article VIII, and any action proposed for adoption by the Board of Governors shall require the majority vote of those governors present.

Section 5.  Action by Members or the Board of Governors without a Meeting.

(a) Any action required to be taken at a meeting of the  Members, or the Board of Governors of the Hope Club, or any action which may be taken at a meeting of the  Members or Governors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by a majority of all of the Resident Members entitled to vote with respect to the subject matter of the action, or by all members of the Board of Governors; and

(b) The consent shall have the same force and effect as a unanimous vote, and may be stated in any articles of the Club’s Legislative Charter, its Constitution, its By-laws or in its other operative documents, or in a document filed with the Secretary of State.

Article IV

HOUSE COMMITTEE

Section 1. Duties. The House Committee shall

meet at least ten times a year. It shall be its duty, subject to the control of the Board of Governors, to manage the Club, to regulate prices, to order purchases, to audit bills, to receive complaints when presented in writing, to redress grievances. It shall make a report in writing to the Board of Governors, at each regular meeting of the Board, of the internal conditions of the Club. It shall make such house rules as it may deem necessary. It shall be the duty of the House Committee to call to the attention of members any violation of the Constitution or house rules.

Section 2. The names of the members of the House Committee shall be kept posted on the bulletin board.

Article V

 POWER OF REMOVAL

Section 1. Vacancies in Office of President. In case of a vacancy in the office of President such vacancy shall be filled at a special meeting of resident members to be called by the Vice President within three weeks from the date when the vacancy occurs. If the office of Vice President is also vacant, such meeting shall be called by the Board of Governors. 

This section shall not apply in case of vacancies created by action of the members as provided in Section 3 of this Article V, but vacancies so created shall be filled in the same manner as in said Section is provided.

Section 2. Vacancies in Other Offices. Vacancies in the Board of Governors shall be filled for the unexpired term of the specific member by the Board at its regular meeting as soon as practicable after the vacancy occurs. The Board shall fill vacancies in all offices to which it has the power of election, at its pleasure. This Section shall not apply in case of vacancies created by action of the members as provided in Section 3 of this Article V, but vacancies so created shall be filled in the manner as in said Section is provided. 

Section 3. Power to Remove Officers and Procedure in Such Cases. The resident members shall at all times have the power to remove the President and the Board of Governors, or any of them, at a special meeting called for that purpose; but no such action shall be taken unless a majority of the resident members of the Club are present in person or represented by proxy at such meeting. No officer shall be removed at such meeting unless two-thirds of the members so present or represented vote in favor of such removal; and no such removal shall take effect unless the vacancy created thereby is filled at the same meeting. Any vacancy so created, however, may be filled by a majority vote of the members present in person or represented by proxy.

  Article VI

 MEMBERS

Section 1. General Provisions Respecting Members. The resident members of the Club shall not exceed three hundred, or such larger number as the Board of Governors shall fix from time to time. This limitation shall not at any time prevent non-resident members from becoming resident members, nor apply to the election of former members of the Club to membership, nor the transferring of members to life membership, as hereinafter provided. No person shall be elected a member of the Club unless such person is at least twenty-one years of age at the time of such election.

Non-resident members shall be proposed, balloted for, and elected in the same manner as hereinafter provided with reference to resident members. They shall be entitled to all the privileges of membership, excepting that they shall hold no office and have no vote in the proceedings of the Club or any interest in its property by reason of such membership.

   Section 2. Manner of Election. Balloting for membership shall take place only at the regular meetings of the Board of Governors. To elect any candidate a quorum of governors shall be present, and one negative vote shall exclude the candidate from membership. Any vote of admission or exclusion may be reconsidered on motion of any member of the Board at the same meeting at which it was passed, but no candidate rejected at any meeting of the Board shall, after the adjournment of such meeting, be again presented to the Board for election within six months.  No ballot shall be taken on the name of any candidate i) unless such candidate shall have been proposed for membership by a member of the Club and seconded by another member, neither of whom shall be a member of the Board of Governors at the time of such proposal, nor ii) unless both the member proposing and the member seconding such candidate shall have written to the Board a letter recommending the candidate and stating his or her qualifications for membership. The name of each candidate, with the names of the proposer and seconder, shall be posted upon the bulletin board at least fourteen days before balloting.

Section 3. Life Members. Any member whose name shall have been upon the resident list of the Club for ten consecutive years and who has attained the age of forty years shall be entitled to become a life member after notifying the Board of Governors and upon the payment of ten times the annual dues then in effect for resident members of the highest age classification. The number of life members of the Club shall not exceed twenty-five or such higher number as the Board of Governors may establish from time to time. Whenever a resident member becomes a life member a vacancy in the resident membership shall be created thereby. Life members shall have the rights and privileges and be subject to all the penalties of resident members, but shall not be counted in the limit of membership and shall be forever exempt from all annual dues.

   Section 4. Resident and Non-Resident Members. Except life members, all persons who become members after November 19, 2014 and who for four or more  months during any twelve months have a residence or a principal place of business in a town the town limits of which are located within thirty miles of the Club House in the City of Providence shall be resident members.

   Section 5. Associates. Spouses of deceased resident and non-resident members may apply verbally or in writing for the status of Associate. The Board of Governors shall act on such application but the procedures for the election of resident and non-resident members specified herein shall not be required nor shall such Associate be requested to pay an entrance fee if such application is approved.

Associates shall hold no office and have no vote in the proceedings of the Club or any interest in its property by reason of such status. The privileges of Associate shall be limited to the use of the dining room facilities.

Section 6. Changes in Membership. (a) From Resident to Non-Resident. Any resident member who changes his or her residence or principal place of business so that neither is located in a town the town limits of which are within thirty miles of the Club House in the City of Providence, upon written application to that effect shall be transferred by the Board of Governors to non-resident membership.

(b) From Non-Resident to Resident. Any non-resident member who changes his or her residence or principal place of business, so that either is in a town the town limits of which are within thirty miles of the Club House  shall immediately notify the Secretary in writing of such a change and after having maintained either residence or place of business within said area for four months, the Board of Governors shall at its next regular meeting transfer the member to resident membership. A non-resident member who has been so transferred shall not be entitled to any of the privileges of the Club until having paid the appropriate entrance fees and dues provided by Article VII.  Failure on the part of such member to provide the relevant notice to the Secretary in writing shall not preclude the Board of Governors from taking such action currently or retrospectively when it becomes aware of the change in status of the member.

Section 7. Resignation, Suspension and Expulsion.

(a)  Resignation. Resignations of members and Associates shall be delivered to the Secretary in writing and shall be referred by the Secretary to the Board of Governors for action thereon. No resignation shall be accepted until the member resigning has discharged all his or her obligations to the Club, provided that such continuing membership shall not enable the member to take advantage of the place or services of the Club.

(b) Suspension and Expulsion. Any member or Associate may be suspended or expelled for non-payment of obligations to the Club as hereinafter provided, or for good cause by a unanimous vote of the members of the Board of Governors present and voting; provided that no member shall be suspended or expelled, excepting for non-payment of obligations, until the member has been given an opportunity to be heard in the member’s defense before the Board after reasonable notice in writing of the charges proffered against the member.

 Article VI

ENTRANCE FEES, DUES AND PAYMENTS 

Section 1. Entrance Fee. The entrance fee for resident and non-resident members shall be set from time to time by the Board as it sees fit. The Board of Governors from time to time may fix entrance fees for resident and non-resident members in different amounts for persons of different ages, and may also provide for the payment thereof in such installments as the Board shall prescribe.

If, within thirty days after notice has been sent to the candidate, any part of the entrance fee then due under the foregoing provisions remains unpaid, such candidate, unless otherwise determined by the Board of Governors, shall forfeit the right to membership. 

   Section 2. Dues.  The annual dues for all categories of membership shall be such amounts as shall from time to time be fixed by the Board of Governors. The Board of Governors from time to time may fix dues in different amounts for persons of different ages.

Section 3. Dropping Members for Non-Payment of Obligations. All members who have failed to pay their dues or other indebtedness shall be sent a written or printed notice stating that a continuing default in payment will subject the member to forfeiture of membership. Each such notice shall be sent to the last known address of the member.  At each regular meeting of the Board of Governors, the Treasurer shall report each member to whom such a notice has been sent who is still delinquent, and the Board of Governors shall drop from membership each delinquent member whose indebtedness has remained unpaid for two months or such other time period as the Board in its discretion shall determine on a case-by-case basis. If such indebtedness is subsequently paid, the Board of Governors may at any time within four months after declaring any such membership forfeited, reinstate such delinquent member upon such terms and conditions as it shall see fit.  

Section 4. Special Assessments. In addition to dues, and for special purposes only, the Board of Governors may from time to time levy a special assessment on all  members. The Board of Governors may fix the special assessment in different amounts for persons of different ages and classes of membership and may also provide for the payment thereof in two or more installments.

 Article VIII

INDEMNIFICATION

1. Agreement of Corporation. In order to induce the governors and officers of the Club to serve as such, the Club adopts this Article VIII and agrees to provide the governors and officers of the Club with the benefits contemplated hereby. 

2. Definitions. As used herein, the following terms will have the following respective meanings:

“Covered Act” means any act or omission by the Indemnified Person in the Indemnified Person’s official capacity with the Club and while serving as such or while serving at the request of the Club as a member of the governing body, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. 

“Excluded Claim” has the meaning set forth in Paragraph 5, hereof.

“Expenses” means any reasonable expenses incurred by the Indemnified Person in connection with the defense of any claim made against the Indemnified Person for Covered Acts including, without being limited to, legal, accounting or investigative fees and expenses (including the expense of bonds necessary to pursue an appeal of an adverse judgment).

“Indemnified Person” means any member of the Board of Governors (“governor”) and any officer of the Club who serves the Club as a governor or officer. 

“Loss” means any amount which the Indemnified Person is legally obligated to pay as a result of any claim made against the Indemnified Person for Covered Acts including, without being limited to, judgments for, and award of, damages, amounts paid in settlement of any claim, any fine or penalty or, with respect to an employee benefit plan, any excise tax or penalty.

“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. 

3. Indemnification. Subject to the exclusions hereinafter set forth, the Club will indemnify each Indemnified Person against and hold the Indemnified Person harmless from any Loss or Expenses.

4. Advance Payment of Expenses. The Club will pay the Expense of the Indemnified Person in advance of the final disposition of any Proceeding except to the extent that the defense of a claim against the Indemnified Person is undertaken pursuant to any directors’ and officers’ liability insurance (or equivalent insurance known by another term) maintained by the Club. The advance payment of Expenses will be subject to the Indemnified Person’s agreement with the Club (evidenced by the Indemnified Person’s acceptance of an advance payment or if requested, a prior agreement in writing) to repay the sums paid by the Club hereunder if it is thereafter determined that the Proceeding involved an Excluded Claim or that the Indemnified Person was otherwise not entitled to indemnity by reason of the provisions of Paragraph 5.

5. Exclusions. The Club will not be liable to pay any Loss or Expenses (an “Excluded Claim”):

(a) With respect to a Proceeding in which a final non-appealable judgment or other adjudication by a court of competent jurisdiction determines that the Indemnified Person is liable to the Club (as distinguished from being liable to a third party) for: (i) any breach of the Indemnified Person’s duty of loyalty to the Club or its members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; or (iii) any transaction from which the Indemnified Person derived an improper personal benefit; or

(b) If a final, non-appealable judgment or other adjudication by a court of competent jurisdiction determines that such payment is unlawful.

6. Notice to Club; Insurance. Promptly after receipt by the Indemnified Person of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnified Person will, if indemnification with respect thereto may be sought from the Club under this Constitution, notify the Club of the commencement thereof. Failure to promptly notify the Club will not adversely affect the Indemnified Person’s right to indemnification hereunder unless and only to the extent that the Club is materially prejudiced in its ability to defend against the Proceeding by reason of such failure. If, at the time of the receipt of such notice, the Club has any directors’ and officers’ liability insurance in effect, the Club will give prompt notice of the commencement of such Proceeding to the insurer in accordance with the procedures set forth in the policy or policies in favor of the Indemnified Person. The Club will thereafter take all necessary or desirable action to cause such insurer to pay, on behalf of the Indemnified Person, all Loss and Expenses payable as a result of such Proceeding in accordance with the terms of such policies.

7. Indemnification Procedures.  (a) Payments on account of the Club’s indemnity against Loss will be made by the Treasurer of the Club except if, in the specific case, a determination is made that the indemnification of the Indemnified Person is not proper in the circumstances because such Loss results from a claim that is an Excluded Claim. If the Club so determines that the Loss results from an Excluded Claim (although no such determination is required by the Club hereunder prior to payment of a Loss by the Treasurer), the determination shall be made:

(i) By the Board of Governors by a majority vote of a quorum consisting of governors not at the time parties to the Proceeding; or

(ii) If a quorum cannot be obtained for purposes of clause (i) of this subparagraph (a), then by a majority vote of a committee of the Board of Governors duly designated to act in the matter by a majority vote of the full Board (in which designation governors who are parties to the Proceeding may participate) consisting solely of three or more governors not at the time parties to the Proceeding; or

(iii) By independent legal counsel designated either: (A) by the Board of Governors in the manner described in clause (i) of this subparagraph (a), or by a committee of the Board of Governors established in the manner described in clause (ii) of this subparagraph (a), or (B) if the requisite quorum of the full Board cannot be so established, by a majority vote of the full Board (in which designation governors who are parties to the Proceeding may participate).  If made, any such determination permitted to be made by this subparagraph (a) will be made within 60 days of the Indemnified Person’s written request for payment of a Loss.

(b) Payment of an Indemnified Person’s Expenses in advance of the final disposition of any Proceeding will be made by the Treasurer of the Club except if, in the specific case, a determination is made pursuant to Paragraph 7 (a) above that indemnification of the Indemnified Person is not proper in the circumstances because the Proceeding involved an Excluded Claim. 

(c) The Club will have the power to purchase and maintain insurance on behalf of any Indemnified Person against liability asserted against the Indemnified Person with respect to any Covered Act, whether or not the Club would have the power to indemnify such Indemnified Person against such liability under the provisions of this Article. The Club will be subrogated to the rights of such Indemnified Person to the extent that the Club has made any payments to such Indemnified Person in respect to any Loss or Expense as provided herein.

8. Settlement. The Club will have no obligation to indemnify the Indemnified Person under this Article VIII for any amounts paid in settlement of any Proceeding effected without the Club’s prior written consent. The Club will not unreasonably withhold or delay its consent to any proposed settlement. If the Club so consents to the settlement of any Proceeding, or unreasonably withholds or delays such consent, it will be conclusively and irrefutably presumed for all purposes that the Loss or Expense does not constitute an Excluded Claim. If the Club reasonably withholds its consent solely on the ground that the Proceeding constitutes an Excluded Claim, the Indemnified Person may accept the settlement without the consent of the Club, without prejudice to the Indemnified Person’s rights to indemnification in the event the Club does not ultimately prevail on the issue of whether the Proceeding constitutes an Excluded Claim.

9. Rights Not Exclusive. The rights provided hereunder will not be deemed exclusive of any other rights to which the Indemnified Person may be entitled under any agreement, vote of disinterested governors or otherwise, both as to action in the Indemnified Person’s official capacity and as to action in any other capacity while holding such office, and will continue after the Indemnified Person ceases to serve the Club as an Indemnified Person.

10. Enforcement. (a) The Indemnified Person’s right to indemnification hereunder will be enforceable by the Indemnified Person in any court of competent jurisdiction and will be enforceable notwithstanding that an adverse determination has been made as provided in Paragraph 8 hereof.

(b) In the event that any action is instituted by the Indemnified Person under this Article, the Indemnified Person will be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees,

incurred by the Indemnified Person with respect to such action, unless the court determines that each of the material assertions made by the Indemnified Person as a basis for such section was not made in good faith or was frivolous.

11. Severability. If any provision of this Article VIII is determined by a court to require the Club to perform or to fail to perform an act which is in violation of applicable law, this Article shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, this Article shall be enforceable in accordance with its terms.

12. Successors and Assigns. The provisions of this Article will be (a) binding upon all successors and assigns of the Club (including any transferee of all or substantially all of its assets) and (b) binding on and inure to the benefit of the heirs, executors, administrators, and other personal representatives of the Indemnified Person.

13. Amendment. No amendment or termination of this Article VII will be effective as to an Indemnified Person without the prior written consent of that Indemnified Person and, in any event, will not be effective as to any Covered Act of the Indemnified Person occurring prior to the amendment or termination.

   Article IX

 AMENDMENTS TO THE CONSTITUTION

Section 1.  Method of Proposing and Acting Upon Amendments. To amend this Constitution, the proposed amendment or amendments shall be approved by a majority vote of the Board of Governors and thereafter the Secretary shall cause the same to be posted on the bulletin board (or if too lengthy for inspection in that fashion, then arrange for copies of the amendments to be available at the Front Desk of the Club House and in the Reading Room as well) for at least ten days before the time fixed for the special meeting hereinafter mentioned. At the time of the majority vote, the Board of Governors shall  request the President to call a special meeting of the resident members of the Club (which could be the regularly scheduled Annual Meeting of the Club) for the purpose of considering and voting on such amendments. The President or the Secretary shall cause a notice of the meeting and a copy of the proposed amendments, or a summary thereof with information as to how to obtain a full copy thereof, to be sent to every resident member of the Club at least ten days before the time fixed for the meeting.

No amendment or alteration of the Constitution shall be considered unless a majority of the resident members of the Club be present, either in person or by proxy (as stipulated in Article I, Section V) and an affirmative vote of two-thirds of those so present shall be necessary to carry any such amendment or alteration. In all questions of amending or altering the Constitution, the voting shall be by ballot.

Amended:

December 6, 1988           

November 20, 1996                       

January 19, 1999

October 29, 2001

November 19, 2003

November 17, 2004, and

November 19, 2014

  

BYLAWS

I At all meetings of the Club the order of business shall be as follows:

Calling the Roll.

Reading the Minutes.

Reports of Committees.

Report of the Treasurer (except at special meetings).

Report of the Secretary (except at special meetings).

Amendments of the Constitution.

Election of Officers.

Miscellaneous Business.
 

II At all meetings of the Club the following rules shall be enforced:

The motion to adjourn, to lay on the table, and for the previous question, shall be decided without debate.

A motion to reconsider shall be made only by a member who voted with the majority and at no meeting after the regular meeting next succeeding that at which the vote was originally passed.

When a question is under debate, no motion shall be received except to adjourn, to lay on the table, or to amend, which several motions shall have precedence in the order named.

III At all meetings, discussions shall be confined to the affairs of the Club. No political question or subject shall be discussed in any meeting of the Club, or be acted upon by the Club in its official capacity at any time.