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ARTICLES OF
INCORPORATION
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ARTICLE I. GOVERNMENT
SECTION 1. The business and affairs of this corporation shall be
managed by its Board of Directors. In addition to the powers and
authorities by these By-laws expressly conferred upon them, the Board
of Directors may exercise all such lawful acts and things as are not
by statute or by the Articles or by these By-laws directed or required
to be exercised or done by the members.
SECTION 2. The Board of Directors shall consist of nine (9)
Directors elected as in the following sections in this Article.
SECTION 3. Nominations for the Board of Directors shall be made by
a nominating committee appointed by the President and consisting of
three (3) members from the Board of Directors.
SECTION 4. Additional nominations may be made
by petition, signed by ten (10) active members, that is, they will be
members who have taken annual membership for the current year and will
take annual membership for the year to follow the Annual Meeting of
the Corporation at which the election will be held, and delivered to
the Corporate Secretary not less than thirty (30) days in advance of
the Annual Meeting of the Corporation. All nominees and nominators
shall sign a declaration of intention to be a member for the following
year.
SECTION 5. Only active members (as described hereinafter) shall be
eligible to serve as members of the Board of Directors. Directors must
be of legal age, must be members of the club in good standing, for a
period of two (2) years, and must hold no elective office in a
borough, municipality, township, county, or subdivision thereof.
Perspective Board members are encouraged to attend monthly Board
meetings.
SECTION 6. A member of the Board of Directors may succeed himself
or herself in office, if nominated and reelected by due process.
SECTION 7. Members of the Board of Directors shall receive no
monetary compensation for services as Directors.
SECTION 8. Regular meetings of the Board of Directors shall be held
not less than every other month on a date agreed upon by the members
of the Board.
SECTION 9. Special meetings of the Board shall be held at such time
and place as the President or Acting President shall designate in a
notice calling the meeting.
SECTION 10. Notice of every regular meeting of the Board of
Directors shall be given to each Director at least five (5) days prior
to the day of the meeting. Special meetings, however, may be called
upon one (1) day's notice at the discretion of the President or acting
President. Notice of regular meetings or special meetings may be
given by United States Mail, telephone contact, whether by leaving a
message or speaking directly with such Director, facsimile, electronic
mail or “e-mail”, or such other manner as reasonably expected to
provide such notice to such Director.
SECTION 11. A majority of the Board of Directors in office shall be
necessary to constitute a quorum, for the transaction of business, and
the acts of a majority of the Directors present and voting at any
meeting at which a quorum is present shall be the acts of the Board of
Directors. The presiding officer shall exercise his or her vote only
in case of a tie vote. The presiding officer, if he or she is
otherwise a Director, shall constitute a Director for the purposes of
determining whether a quorum is present.
SECTION 12. Any action which may be taken at a meeting of the
Directors may be taken without a meeting, if a consent or consents in
writing setting forth the action so taken shall be signed by all of
the Directors in office and shall be filed with the Secretary of the
Corporation.
SECTION 13. The order of business at a meeting of the Board of
Directors shall be as follows:
1. Call to order.
2. Reading, amendment, if necessary, and approval of the minutes of
the previous meeting.
3. Review of the agenda.
4. Reports, amendment, if necessary, and approval of reports of
Officers and Committee Chairmen.
5. Unfinished business.
6. New business.
7. Adjournment..
SECTION 14. Unexpired vacancies on the Board shall be filled by a
majority vote of the remaining Board members, though less than a
quorum of Directors is remaining, and each Director so elected shall
be a Director for the remaining unexpired term of the Director whose
vacancy he or she fills.
SECTION 15. Meetings of the Board of Directors shall be presided
over by the President. In the absence of the President, the Vice
President shall preside, and if neither the President nor the Vice
President is present, a presiding officer shall be elected from among
the Directors present. In the absence of the Corporate Secretary, a
Director appointed by the presiding officer, shall record the minutes
of the meeting.
SECTION 16. The Directors shall have charge of all affairs, funds,
and property, of the Corporation. They shall consider for approval
committee reports, select the manager and operating staff, employ or
authorize employment of all employees of the Corporation, fix
compensation of employees, fill vacancies in offices during the year,
prescribe rules for the government and use of the Corporation's
facilities, and do all other things necessary for the Corporation's
operation and maintenance.
SECTION 17. The Board of Directors shall secure the fidelity of the
Treasurer of the Corporation by bond or otherwise and in such amounts
as shall be deemed proper.
SECTION 18. The Board of Directors shall require an audit to be
made of the accounts of the Corporation for each fiscal year by a
qualified accountant, not members of the Board. This audit shall be
submitted at the Annual Meeting of the Corporation.
SECTION 19. The Board of Directors shall secure, for the protection
of the Corporation, public liability, and property damage insurance
and other forms as may be deemed necessary, fully covering complete
operations of the Corporation.
SECTION 20. The Board of Directors shall control the issuance of
all memberships, and make any and all determinations regarding the
status of membership(s), as necessary or whenever in its judgment the
best interests of the Corporation will be served.
SECTION 21. The Board of Directors may declare vacant the office of
a Director if he or she is declared of unsound mind by an order of
court or is convicted of a felony, or if within sixty (60) days after
notice of his or her selection, he or she does not accept such office
either in writing or by attending a meeting of the Board of Directors,
and fulfill such other requirements of qualification as the By-laws
may specify. Failure to attend three (3) consecutive regular meetings
may be viewed as cause for dismissal of any Director at any time.
SECTION 22. The Board of Directors shall consider for approval any
and all expenditures in excess of $250.00 and all contracts which
would reasonably incur costs in excess of $250.00 per year.
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ARTICLE
II. OFFICERS
SECTION 1. The Officers of the Corporation shall be elected by and
from the Board of Directors at the first Board Meeting following the
Annual Meeting of the Corporation, which shall be held within thirty
(30) days after the Annual Meeting of the Corporation, and they shall
serve until their successors have been elected and qualify.
SECTION 2. The Executive Officers of the Corporation shall be
chosen by the Directors, and shall be a President, Vice President,
Corporate Secretary, and a Treasurer, and such other Officers and
Assistant Officers as the needs of the Corporation may require. The
Officers shall hold their offices for a term of one (1) year, shall
have such authority, and shall perform such duties as are provided by
the By-laws and as shall from time to time be prescribed by the
Directors. The Board of Directors may secure the fidelity of any or
all such Officers by bond or otherwise.
SECTION 3. No mutual spouses shall serve as Officers at the same
time.
SECTION 4. Any vacancies among the Officers shall be filled by
appointment made by the Directors, and such appointed Officers shall
serve until their successors are elected and qualify.
SECTION 5. Any Officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the
Corporation will be served.
SECTION 6. PRESIDENT - The duties of the President shall be:
A: To preside at all meetings of the Board of Directors and, in
conjunction with the Corporate Secretary, execute all contracts and
papers relating to the affairs of the Corporation; he or she shall
make all appointments to committees, and shall be ex-officio a
member of all committees, and shall be charged with executive
supervision of all activities of the Corporation and the employees
thereof.
B: To authorize expenditures and payments for current operating
supplies and equipment and fixed assets without further approval of
the Board of Directors if the funds authorized to be expended have
already been included in the budget approved by the Board, provided
that all bills for such expenditures shall be presented to the Board
of Directors at the next meeting.
C: The
President shall prepare the agenda of all meetings of the
Board of Directors, Annual Meetings of the Corporation, and Special
Meetings of the Corporation.
SECTION 7. VICE PRESIDENT - The duties of the Vice President shall
be:
A: To assume the full responsibilities, duties and obligations of
the President during the absence or incapacity of the President, and
shall perform such other duties as he or she may be required to
perform from time to time.
SECTION 8. CORPORATE SECRETARY - The duties of the Corporate
Secretary shall be:
A: To attend all meetings of the Board of Directors and Officers;
and to make and keep minutes of all meetings of the Board of
Directors, and of meetings of the active members, and to record all
votes of the Corporation and the minutes of all transactions in a
book to be kept for that purpose, and to present these minutes at
the next or at future meetings, if required.
B: The Corporate Secretary shall issue calls for meetings with the
proper notice at the request of the person or persons authorized to
call meetings.
C: The Corporate Secretary shall attest to the signature of the
Officers of the Corporation when required on contracts or other
papers relating to the affairs of the Corporation.
D: The Corporate Secretary shall conduct all official
correspondence and keep a correspondence file.
E: The Corporate Secretary shall keep all records of the
Corporation; except financial.
F: The Corporate Secretary shall have authority to retrieve the
Corporate Seal from the safe deposit box at such times when the
Corporate Seal is needed for official documents.
G: The Corporate Secretary shall handle insurance matters as they
pertain to the Corporation or matters of the Corporation.
H: The Corporate Secretary shall maintain a membership record
containing the names and addresses of each member of the
Corporation.
I: The Corporate Secretary shall issue membership cards at the
direction of the Board of Directors, and maintain records of the
persons to whom the membership cards have been issued. These
membership cards shall be issued to those persons who have paid all
pertinent fees and dues in full.
J: The Corporate Secretary shall perform other such duties as may be
appropriate to his or her office or as the Board of Directors may
require.
SECTION 9. TREASURER - The duties of the Treasurer shall be:
A: The Treasurer shall have custody of the Corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall keep
all moneys of the Corporation in a separate account to the credit of
the Corporation. He or she shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers
for such disbursements, and shall render to the President and
Directors, at. the regular meetings of the Board, or whenever they
may require it, and account of all his or her transactions as
Treasurer and of the financial condition of the Corporation.
B: The Treasurer shall maintain a record of all financial
transactions of the Corporation and be prepared to render a
Treasurer's report at every regular and Annual Meeting of the
Corporation.
C: The Treasurer shall be responsible for the receipts of all
moneys due the Corporation and deposit of same in banking
institutions approved by the Board of Directors.
D: The Treasurer shall make all disbursements on billings to the
Corporation as approved by the Board of Directors. All checks must
be signed by not less than two (2) of the following Directors:
President, Vice President, Corporate Secretary, or Treasurer.
E: The Treasurer shall maintain a record of the names of current
members who have satisfies membership fees, annual dues, and all
other debts for the current year.
F: The Treasurer shall perform other such duties and maintain other
such records as may be required by the Board of Directors.
SECTION 10. All Officers and agents of the Corporation as between
themselves and the Corporation shall respectively have such authority
and perform such duties in the management of the property and affairs
of the Corporation as may be provided in the By-laws or as may be
determined by resolution of the Board of Directors.
SECTION 11. A member of the Board of Directors of the Corporation
or any Corporation entity which he or she serves at the request of the
Corporation shall not be personally liable for monetary damages for
any action taken, or failure to take action, unless the Board member
has breached or failed to perform the duties of his or her office as
defined in Section 8363 of the Director's Liability Act (42 Pa. C.S.
8363), and the breach or failure to perform constitutes self-dealing,
willful misconduct, or recklessness.
SECTION 12. The Corporation shall indemnify each person who is or
was a Director or Officer of the Corporation, against any and all
liability and reasonable expense that may be incurred by him or her in
connection with or resulting from any claim, action, suit, or
proceeding (whether brought by or in the right of the Corporation or
otherwise), civil or criminal, or in connection with an appeal
relating thereto, in which he or she may be involved as a party or
otherwise, by reason of his or her being or having been a Director or
Officer of the Corporation or by reason of any past or future action
taken or not taken in his or her capacity as such Director or Officer
whether or not he or she continues to be such at the time such
liability or expense is incurred, unless such person has breached or
failed to perform the duties of his or her office which, for Officers
and Directors, shall be defined in Section 8363 of the Director's
Liability Act and such breach or failure to perform constitutes
self-dealing, willful misconduct, or recklessness.
"Liability" and "expense" shall include, but not
be limited to, counsel fees and disbursements and amounts of
judgments, fines or penalties. Termination of any claim or proceeding,
civil or criminal, by judgment, settlement, conviction, or upon any
plea shall not create a presumption that a Director or Officer did not
meet the standards of conduct set forth above except where there is
made a specific finding of a court that the action or conduct
constituted recklessness or willful misconduct. Any Director or
Officer, who has been wholly successful, on the merits or otherwise,
shall be entitled to indemnification as of right. Expenses incurred
may be advanced by the Corporation prior to the final disposition
thereof upon receipt of a promise by the recipient to repay such
amount if it shall be determined that he or she is not entitled to
indemnification under this Article. These rights of indemnification
shall be in addition to any other legal contractual rights and shall
inure to the benefit of the heirs, executors, and administrators of
any such person.
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ARTICLE
III. COMMITTEES
SECTION 1. A Director of the Corporation shall serve as Chairman of
each Committee of the Corporation.
SECTION 2. The Chairman of each Committee shall give an account of
all funds received or expended by them prior to the next regular
meeting of the Board of Directors, and said report shall be submitted
to the Treasurer.
SECTION 3. The Committees of the Corporation as determined by the
Board of Directors, from time to time, may be:
A: GROUNDS AND BUILDING MAINTENANCE COMMITTEE who shall be required
to:
1. Arrange for proper care of structures and the pool for
needed repairs and maintenance.
2. Care for public utilities (phone & electric)
including discontinuance and restoration of service when
required.
3. Arrange for proper removal of refuse.
4. Arrange for Maintenance of lighting and public address systems.
5. Arrange for Winterization and reopening of
pool, buildings, plumbing and equipment.
6. Arrange for Maintenance of equipment (mowers, weed wacker,
etc.)
7. Arrange for grass cutting and trimming both in pool area
and areas beyond the pool area.
8. Arrange for Maintenance of parking lot and driveway and suggested improvements.
9. Arrange for Development of site for additional recreational facilities.
10. Arrange for landscaping.
11. Arrange for sewage disposal.
B: POOL MANAGEMENT COMMITTEE who shall be required to:
1. Establish rules,
regulations and policies regarding conduct of members and
members’ family, guests, age requirements for required
accompaniment by an adult and use of the facilities.
2. Outline pool management procedures, listing duties and
functions of the Pool Manager and Lifeguards.
3. See that personnel carry out functions and duties as
assigned to them.
4. Act as liaison between the Pool Manager and Board of
Directors.
5. Check on the number of Lifeguards on duty at different
times to determine whether the staff is adequate or over staffed.
6. Be certain that wage and salary programs are properly
administered.
7. Recommend any changes that may seem desirable in duties
of the Pool Manager, Assistant Manager, and Lifeguards.
8. Act on any complaints affecting the employees.
9. Act on any violations of the rules of conduct in the use
of the pool and club facilities, and report all major violations
to the Board of Directors together with an explanation of the
action taken in each case.
10. Act on safety violations, which includes written
accident reports as prepared by employees on duty at the time of
the accident.
11. Have a weekly bacteriological examination made by a competent
authority of the water used for drinking and in the pool, and post
the results at the pool.
12. Check for proper labeling of all hazardous substances used at
the pool. Inform all employees of the proper usage and inherent
dangers of these substances (gasoline, chlorine, muriatic acid,
etc.) in accordance with Federal "Right to Know"
regulations.
C: MEMBERSHIP COMMITTEE who shall be required to:
1. Establish and carry out programs to achieve and maintain
full membership.
2. Prepare and submit necessary articles to newspapers.
3. Prepare and place advertising in a form required for ads,
posters, etc.
D: SPECIAL EVENTS COMMITTEE who shall be required to:
1. Plan and arrange to conduct various activities and
functions for the membership, their guests, and the public when
permitted.
2. Submit an annual schedule of these events.
3. Coordinate the above functions with proposed Swim Team
functions.
E: FINANCE COMMITTEES who shall be required to:
1. Prepare financial studies on such projects as may be
assigned by the Board of Directors.
2. Obtain estimates for all anticipated expenditures of the
Corporation for the current fiscal year.
F: ADVISORY COMMITTEE
1. Comprised of out-going Directors, who at the discretion of the
present Board of Directors may be asked to assist, advise or
provide training as necessary.
G: SWIM TEAM COMMITTEE who shall be required to:
1. Outline the scope and responsibilities of the Swim Team
staff.
2. Outline the duties and functions of the Swim Team
Parent's Association.
3. Act as liaison between the Board of Directors and the
Swim Team Parent's Association.
4. Act as coordinator between Finance Committee and the Swim
Team Parent's Association with regards to the finances of the Swim
Team.
5. Act as coordinator between the Special events Committee
and the Swim Team Parent's Association with regards to organizing
activities.
6. Make certain that Swim Team business and functions are
carried out in the best interest of the membership and in
accordance with the By-laws.
SECTION 4. The Board of Directors may from time to time establish
as a special committees such other committees as may be required for
the operation and maintenance of the Corporation.
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ARTICLE
IV. MEMBERSHIP
SECTION 1. The club membership shall consist of active members in
good standing. An active member in good standing shall be an
individual or family group who has been approved for membership by the
Board of Directors, has paid his or her membership fee, has paid his
or her annual dues for the current year, and has satisfied any other
financial obligation to the Corporation and who is entitled to vote at
Annual Meetings of the Corporation, in person.
SECTION 2. An individual or family group desiring membership to the
Skippack Recreational Association must be approved by the Board of
Directors.
SECTION 3. For the purpose of this Article IV a "Family
Group" shall be defined as a single person, or husband and/or
wife and children or persons who qualify as tax dependents whose
permanent residence is in the same dwelling, except that the Board of
Directors may, in specific instances, include in the family group
others than the above, whose residence is in the same dwelling. This
may not be construed to include two (2) family groups, regardless of
the relationship, living in the same dwelling. In the event of a
dispute, the status of any individual shall be as interpreted by the
Board of Directors.
SECTION 4. Members are
required to notify the Corporation, in writing, of any change of
address.
SECTION 5. In the
event of a separation and/or divorce at any time whatsoever, the
Family Group will be only those members whose residence is the same as
the address on record with the Skippack Recreational Association,
unless the Skippack Recreational Association Board of Directors
receives written notice by both spouses, or both former spouses, in
agreement, to the contrary. The spouse or former spouse and children, if any, who
are no longer permanently residing at the address on record with the
Skippack Recreational Association will have one of the following
options: (1) forfeit
their membership; or (2) pay for a new membership including one time
membership fee and annual dues, which annual dues shall be prorated in
the event of a separation and/or divorce during the swim season.
SECTION 6. The amount of the annual membership fee shall be
determined by the Board of Directors, from time to time, but shall not
be less than $250.00. The membership fee shall entitle only the
"Family Group" that pays the fee to membership, and such
membership shall NOT BE TRANSFERABLE NOR REFUNDABLE.
SECTION 7. Club privileges shall be granted only to active members
in good standing whose current annual dues and all other financial
obligations to the club are paid in full.
Invoices for annual dues shall be mailed by February 15 to the
address of the member on the books of the Corporation.
Payment of annual dues must be received by the Corporation on
or before March 15. Members
whose payment is received after March 15 but on or before April 15
shall be assessed a late fee in an amount determined by the Board of
Directors. NO
PAYMENTS WILL BE ACCEPTED AFTER APRIL 15 AND ANY MEMBER WHO HAS NOT
PAID HIS OR HER ANNUAL DUES, INCLUDING ANY APPLICABLE LATE FEE, BY
APRIL 15 SHALL HAVE HIS OR HER MEMBERSHIP TERMINATED.
SECTION 8. A current year's membership card shall be issued upon
application to the Corporate Secretary, approval for membership by the
Board of Directors, payment of membership fees and annual dues and all
other financial obligations to the club. MEMBERSHIP CARDS ARE NOT
TRANSFERABLE. MEMBERSHIP CARDS REMAIN THE PROPERTY OF THE
CORPORATION AT ALL TIMES AND MUST BE SURRENDERED TO THE CORPORATION
IMMEDIATELY UPON WRITTEN REQUEST TO THE MEMBER’S ADDRESS AS
MAINTAINED ON THE BOOKS OF THE CORPORATION.
SECTION 9. Annual membership fee shall be established annually by
the Board of Directors for the current year.
SECTION 10. Annual membership fees shall be payable for the current
season on a date determined annually by the Board of Directors. Unpaid
dues shall be considered a financial obligation to the club. Billing
for annual dues shall be mailed to the membership at the address on
file with the club not less than 15 days prior to the due date.
SECTION 11. The Board of Directors may, from time to time may make
such rules and regulations with respect to the means of determining
the qualifications and the desirability of admitting applicants to the
membership as they deem in the best interest of the club.
Notwithstanding the foregoing, such rules and regulations shall
not be based on race, color or religion.
SECTION 12. Any member may be suspended from the privileges of the
club for the infraction of any By-law or
rule or regulation of the Corporation, or for any act or
conduct which is disorderly or injurious to the interests or hostile
to the objects of the Corporation, or who is otherwise objectionable.
SECTION 13. Any member may be expelled from membership by the Board
of Directors for the infraction of the Articles of Incorporation or
the By-laws or rules or regulations of the Corporation or for any act
or conduct, which is injurious to the interests or hostile to the
objects of the of the Corporation. The Board of Directors shall
provide in writing, a statement of the charges against such member.
Said notice shall be mailed to the member at the address on file with
the Corporation. The Board of Directors shall vote for or against
expulsion of the member. An affirmative vote of two thirds (2/3) of
the total Directors of the Board shall be necessary for expulsion from
membership.
SECTION 14. The membership shall be limited to three hundred (300)
active memberships.
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ARTICLE
V. GUEST REGULATIONS
SECTION 1. Guest admission policies shall be established
and amended from time to time by the Board of Directors in
accordance with the best interests of the Corporation membership.
SECTION 2. Guest fees shall be fixed by the Board of Directors, from time to time.
SECTION 3. All guests must be accompanied by a member to gain
admission and must leave the premises at such time as that member
leaves.
SECTION 4. The Board
of Directors may eliminate guest privileges for members at its sole
discretion.
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ARTICLE
VI. MEETINGS OF THE MEMBERS
SECTION 1.
A. The Annual Meeting of the Members of the Corporation, also
referred to herein as Annual Meeting of the Corporation, shall be
held on the third Wednesday in October; at least ten (10) days
notice of said meeting shall be given in at least one (1) local
newspaper and on the web site of the Corporation,
www.skippackpool.com.
B. Annual meetings of the Corporation shall be held at such hour as
the Board of Directors designates.
C. Annual Meetings of the Corporation shall be held at such place
in Skippack Township, Montgomery County, Pennsylvania as the
President of the Corporation may designate in the call for the
meetings.
SECTION 2. Special Meetings of the membership of the Corporation
may be called at any time by a vote of 2/3 of the Board of Directors
in office or upon written request of 10% of the active members in good
standing. Notification by the Corporate Secretary of the Corporation
of such Special Meetings shall be given at least ten (10) days in
advance in at least one (1) local newspaper and on the website of the
Corporation, www.skippackpool.com.
SECTION 3. Upon request by an active member of the Corporation, the
books of the Corporation shall be produced at the Annual Meeting of
the Corporation.
SECTION 4. If, at any meeting of the Corporation, the right of vote
be challenged, the presiding officer shall require the books or
records of the Corporation to be produced as evidence of the right of
the person challenged to vote, and all persons who appear by such
books or records to be active members, may vote. In the event of a
dispute, the status of any member shall be interpreted by the Board of
Directors.
SECTION 5. The order of business at meetings of the members of the
Corporation shall be:
1. Call to order.
2. Reading and approval of the minutes of the previous
meeting.
3. Reading and approval of reports of Officers and Committee
Chairmen.
4. Unfinished business.
5. Election of
Directors
6. New business.
7. Recognition of the membership.
8. Adjournment.
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ARTICLE
VII. FINANCES
SECTION 1. The Board of Directors shall have charge of all
financial affairs, funds, and property of the Corporation. The
Officers of the Corporation shall carry out the financial aspects of
their duties as indicated in these By-laws.
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ARTICLE
VIII. FUND RAISING
SECTION 1. Fund raising for this Corporation shall be through
sources approved and authorized by the Board of Directors.
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ARTICLE
IX. OFFICES
SECTION 1. The registered office of the Corporation shall be at
Cressman Road, Creamery, Pennsylvania.
SECTION 2. The Corporation may also have offices at such other
places as the Board of Directors may from time to time appoint of the
activities of the Corporation may require.
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ARTICLE
X. CORPORATE SEAL
SECTION 1. The Corporate Seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words
"Corporate Seal, Pennsylvania".
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ARTICLE
XI. AMENDMENTS
SECTION 1. Amendments or changes to these By-laws must be proposed
at a regularly scheduled meeting of the Board of Directors and voted
on at the next regularly scheduled meeting of the Board of Directors.
SECTION 2. Amendments or changes to these By-laws may be made by a
2/3 vote of the entire Board of Directors in person, provided that at
least ten (10) days notice of the meeting at which the amendment or
change will be considered, shall have been given to each Director.
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