Download Complete By Laws
ARTICLE I - OFFICES
1. The registered office of the Corporation shall be at the Camelot Forest Conservation Association Clubhouse on Sir Bradford Road, Tobyhanna Township, Monroe County, Pennsylvania. 2. The Corporation may also have offices at such other places as the Board of Directors may, from time to time, appoint or the activities of the Corporation may require.
ARTICLE II - SEAL
1. The Corporate Seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words "Corporate Seal, Pennsylvania."
ARTICLE III - MEMBERS RIGHTS AND RESPONSIBILITIES
1. Membership in the Corporation shall be restricted to lot owners in the development known as Camelot Forest, Tobyhanna Township, Monroe County, Pennsylvania, or lot owners bordering on Lake Kathryn, Camelot Forest.
Member In Good Standing - A member in good standing is hereby defined as a member whose dues, other charges, violations, and fines are satisfied in full for the immediate and preceding fiscal year and all prior years, or if not, has entered into a payment agreement plan with the Board or its designated agency and is current in said payments. Such members shall have all rights vested in them by the Bylaws and Policies of the Association.
Member Not In Good Standing - A member not in good standing is in violation of a. above. They shall have no right(s) to use the Corporation’s amenities including, but not limited to, the clubhouse, beach, dumpsters, boating, fishing, and swimming. Voting rights at Association meetings will be suspended.
2. Membership in the Corporation may be evidenced by a Certificate of Membership, in which case they shall be in such form and style as the Board of Directors may determine. They shall be signed by the President or Vice President and shall bear the corporate seal. This Certificate may be required for use of common facilities of Camelot Forest Conservation Association, Inc.
3. Dues will be assessed to all members based on a lot classification system as follows:
H - a lot with a House;
L - a vacant Lot;
S - a secondary lot or a lot which can never be built on, either because the adjoining house encroaches on the property line or building setback line dividing the two, or because the owner of the two lots voluntarily combined the two into one by deed. If these lots are separated at a later date, any back dues on the separate lot become due at that time.
E - Exempt lot; temporarily exempt from dues by court order until lot is sold. Dues commence on transfer of property.
C - Camelot-owned property
4. All annual dues shall be assessed as of January 1st of each year.
5. The Board of Directors may increase from time to time the maximum amount of annual dues. Such an increase can be overturned by a two-thirds vote of the eligible voters at a meeting of the membership. The Board of Directors may reduce uniformly the dues temporarily without approval of the general membership.
6. The Board of Directors may levy special assessments for specific projects.
7. The Board of Directors shall have the right to assess late charges on those accounts not paid in full and shall determine the amount of late charges to be assessed in accordance with Pennsylvania Law. The Board of Directors has the power to assess and collect additional costs incurred in the collection of delinquent dues and assessments. This shall include reasonable and customary fees associated with the collection of delinquent dues. The Board of Directors also has the right to process liens and proceed to Sheriff Sale without a hearing.
8. Members who violate the Bylaws, Policies, or Rules and Regulations set forth by the Corporation may be fined, voting rights can be suspended, and the use of corporate facilities can be denied by a majority vote of the Board. Members have the right to a hearing before the Board prior to any such action being taken. If the Board imposes such a suspension or fine, a member may appeal the decision to the Grievance Committee.
9. Owners will be responsible to see that visitors, renters, contractors, and realtors adhere to the Association rules.
10. Membership in this Corporation is not transferable or assignable, except with the sale of property.
ARTICLE IV - MEETINGS OF MEMBERS
1. Meetings of the members shall be held at the Association's Clubhouse on Sir Bradford Road, Camelot Forest, Tobyhanna Township, Monroe County, Pennsylvania, or at such other place within a ten-mile radius of the Clubhouse as may from time to time be fixed by the Board of Directors.
2. A general meeting of the members shall be held on a Saturday within ninety (90) days before the end of each fiscal year (December 31) when elections shall be held for open positions for the Board of Directors, to present the general operating and capital reserve budgets for the following year, and to transact such other business as may be properly brought before the membership. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. If the general meeting shall not be called and held within six (6) months after the designated time, any member shall be able to call such meeting by giving notice to all members.
3. A meeting shall be called in the spring to present the Annual Financial Review for the previous year and to transact such other business as may be properly brought before the meeting.
4. Special meetings of the members may be called at any time by the Board of Directors or members who have petitioned the Board with a minimum of ten percent (10%) of the votes which eligible voters of the Association are entitled to cast at the particular meeting. Upon receipt of the petition, it shall be the duty of the Secretary to fix the time of the meeting that shall be held not more than sixty (60) days after the receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to the topics stated in the call and matters germane thereto.
5. Unless a greater period of notice is required by statute in a particular case, written notice of every meeting of the members stating the time, place and object thereof, shall be given by, or at the direction of, the Secretary to each member of record, at least thirty (30) days prior to the day named for the meeting. In the case of an adjourned meeting, notice shall be at least 10 days. If the Secretary shall neglect or refuse to give notice of the meeting, the person or persons calling the meeting may do so. In the case of a special meeting, the notice shall specify the general nature of the business to be transacted.
6. If mail delivery is interrupted for a period in excess of fourteen (14) days, persons authorized or required to give notice of a meeting of members may, in lieu of any written notice, give notice of such meeting officially publishing notice in the local newspaper.
7. A meeting of members duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person of ten percent (10%) of the lot owners entitled to vote shall constitute a quorum at all meetings of the members for the transaction of business except as may be otherwise provided by law or by the Articles of Incorporation. With said members present, a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine. Those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors and other matters set forth in the notice of the meeting. Written notice of such adjourned meeting stating that those members who attend shall constitute a quorum for the purpose of acting upon such business will be given to each member of record entitled to vote at such meeting at least ten (10) days prior to the day named for the adjourned meeting.
8. Every member of the Corporation shall be entitled to one vote for each lot owned, provided that such member is a member in good standing. Lots owned by the Corporation will also be entitled to one vote each per majority vote of the Board of Directors, cast by the Secretary or other member as assigned by the board . A member's vote may be cast by the member (elsewhere defined herein as the "owner") or by proxy vote. Proxies to vote may be given to and voted by:
if the owner is a person, by any immediate adult family member of the owner (spouse, sibling, parent, grandparent, adult child or adult grandchild);
if the owner is a partnership, by any partner;
if the owner is a Corporation, by any officer;
in all cases, by any other member in good standing.
9. Evidence of the right to vote (by proxy or otherwise) shall be presented to the Secretary before the Call to Order of the meeting. Possession of a member's (or an absent member's) current identification card, stamped "valid for one (1) vote," shall be presumed to be conclusive evidence. In the case of a member who is present without current identification, the Secretary shall also allow that member to vote if any other member will identify that member and if the member without identification is a member in good standing. In the case of a person who wishes to cast a Proxy vote without an absent member's identification, the Secretary shall also allow that person to cast the proxy vote if that person presents identification. The Secretary shall also allow that person to cast the proxy vote if that person presents a Letter of Authorization from the absentee member, which said letter shall contain, at a minimum, the following:
it shall be typed or legibly written;
it shall be dated and signed by the absent member;
it shall clearly state the name of the person authorized to cast the proxy vote. The absentee member and the person wishing to cast the proxy vote must both be members in good standing.
The Secretary may or may not accept such other evidence as may be presented. In all cases, the ruling of the Secretary (or in his/her absence, the presiding Director) shall be final.
No member shall sell his vote for money or anything of value. Upon request of a member, the books or records of membership shall be produced at any regular or special meeting of the Corporation. If at any meeting the right of a person to vote is challenged, the presiding Director shall require such books or records 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 members entitled to vote may vote. The right of a member to vote and his right, title, and interest in or to the Corporation or its property shall cease on the termination of his membership.
10. Voting shall be by ballot unless the open office is uncontested.
11. In advance of any meeting of members, the Board of Directors may appoint Judges of Election, who need not be members, to act at such meeting or any adjournment thereof. If Judges of Election are not so appointed, the presiding Director of any such meeting may, and upon the request of any member shall, make such appointment at the meeting. The number of judges shall be one or three. No person who is a candidate for office shall act as a judge.
12. For an expenditure or liquidation of assets in excess of twenty-five hundred dollars ($2,500.00), notification must be given to the entire membership at least thirty (30) days prior to the meeting at which a vote is to be taken. In the event of an emergency, the Board of Directors, by unanimous vote, may increase the amount to, but not to exceed, ten thousand dollars ($10,000.00). Any additional funding for this emergency must be approved by the general membership at a meeting.
13. Any member may contest any meeting not lawfully called or convened under these provisions.
ARTICLE V - DIRECTORS
1. The business and affairs of this Corporation shall be managed by its Board of Directors, seven (7) in number, who shall be natural persons of full age, never convicted of a felony, have not been delinquent for the two-year period prior to election and remain a member in good standing throughout their term, and who may not be residents of this Commonwealth but who shall be members of this Corporation. At no time can more than one member of the same family be a member of the Board of Directors at the same time. The Directors shall be the President, Vice President, Secretary, Treasurer, Recreation, Facilities, and Community Liaison, who shall be elected by the members at the annual general meeting of members of this Corporation and each director shall be elected for the term of two (2) years as described in Section 11 below.
2. In addition to the powers and authorities by these Bylaws expressly conferred upon, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members.
3. The meetings of the Board of Directors may be held at such times and at such place or places within this Commonwealth, elsewhere as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.
4. Written or personal notice of every meeting of the Board of Directors shall be given to each Director at least five (5) days prior to the day named for the meeting.
5. A majority of the 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 at a meeting at which a quorum is present shall be the acts of the Board of Directors. In an emergency, the 5 day notice of a meeting may be waived. However, such meeting must have a quorum present or a quorum linked via conference call (one-on-one polling is unacceptable). An action taken must be submitted in writing and shall be filed by the Secretary in the minutes.
6. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees to be headed by one or more directors of the Corporation and consist of other members in good standing. Any committee, to the extent provided in the resolution of the Board of Directors, the Bylaws, or policy may exercise all of the powers vested in them by the Board of Directors. No such committee shall have any power or authority as to the following:
the submission to members of any action required by statute to be submitted to the members for their approval;
the filling of vacancies in the Board of Directors;
the adoption, amendment or repeal of the Bylaws;
the amendment or repeal of any resolution of the Board;
any action on matters committed by the Bylaws or resolution of the Board of Directors members.
7. The Board may designate one or more Directors to replace any absent or disqualified Director as head of a committee. In the absence or disqualification of a member of a committee, the directors may appoint another member to act at the meeting in the place of any such absent or disqualified member by a majority vote. Each committee of the Board shall serve at the pleasure of the Board.
8. Any member of the Board of Directors shall receive an annual stipend for their services, equal to the amount of the annual dues for one lot with house, and this stipend is applied pro-rata to those whose term is vacated prior to the natural date of their term. Furthermore, any member of the Board of Directors may receive compensation for reasonable and customary expenses directly incurred while fulfilling the responsibility of his/her office after a meeting of the Board of Directors at which a vote of the majority approves the expenditures. Receipts are required on all such expenditures. Direct expenses may include but are not limited to telephone calls and attendance at outside association meetings.
9. The Board of Directors may replace any Director by a majority plus one vote for death, incapacitation, or with cause when in their judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Only the general membership can vote to remove a member of the Board of Directors without cause.
10. The Board of Directors may declare vacant the office of a director if he is declared of unsound mind by an Order of Court, is convicted of a felony, or if he/she does not accept such office either in writing or by not attending a meeting of the Board of Directors within sixty (60) days after notice of his selection, and does not fulfill such other requirements of qualification as the Bylaws may specify.
11. No Director of the Corporation may hold the same office for more than two (2) elected successive terms. Terms of office are to overlap to provide for continuity of leadership from year to year as follows: Elections for President, Secretary, Community Liaison, and Facilities Director will be held on even-numbered years; Elections for Vice President, Treasurer, and Recreation Director will be held on odd-numbered years. The term of a director shall begin at the adjournment of the meeting in which he/she is elected, unless it is to fill an existing vacancy, in which case it shall begin immediately.
12. If the office of any Director, one or more, becomes vacant for any reason, the Board of Directors may choose a temporary replacement who shall hold office until the scheduled election for that position.
13. Vacancies on the Board of Directors shall be filled by a majority vote of the remaining members of the Board, though less than a quorum. Each person so appointed shall be a Director until his/her successor is elected by the members at the next scheduled election for that position.
ARTICLE VI - DUTIES OF THE DIRECTORS
1. All Directors shall have such authority and shall perform such duties as provided by the Bylaws, in the Directors Duties Policy, and as shall, from time to time, be prescribed by the members. The fidelity of the Board of Directors must be secured by bond or otherwise.
2. The President shall be the Chief Executive of the Corporation; shall preside at all meetings of the members and directors; shall have general and active management of the affairs of the Corporation; shall see that all orders and resolutions of the Board are carried into effect subject, however, to the right of the directors to delegate any specific powers except such as may be by statute exclusively conferred on the President to any other Director of the Corporation. He/she shall execute bonds, mortgages, and other documents requiring a seal, under the seal of the Corporation. He/she shall be an Ex-Officio member of all committees and shall have general powers and duties of supervision and management usually vested in the office of President. He/she shall receive and act upon reports from other Directors or Committees. The President must operate within the limits set forth in the Bylaws and majority-vote decisions made by the Board of Directors.
3. The Vice President shall be the chairperson of the Homesite Committee, and shall process and approve all applications for building construction or changes to existing homes. He/she shall see that all applications meet the requirements of Camelot Forest Conservation Association, Inc. and are supported with proper documentation that include changes of address, if permanent resident, and whether the property is rented. He/she shall inspect construction sites for adherence to restrictions, and contact builders and homeowners as necessary. He/she shall further be responsible for coordinating the Grievance procedure. He/she shall further act in all cases for and as the President in the latter’s absence or incapacity, and shall perform such other duties as from time to time may be required.
4. The Secretary or his/her designee shall attend all sessions of the Board and all meetings of the members, and act as clerk thereof and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He/she shall give or cause to be given notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. He/she shall keep in safe custody the Corporate Seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it.
5. The Treasurer shall have custody of the corporate funds and securities, shall keep or oversee full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account to the credit of the Corporation. He/she is responsible for the collection of monies due to the Corporation and all that that entails including, but not limited to, judgments, liens, and lien renewal. He/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, Directors, and the membership at the regular meetings or whenever they may require it, a report of all his/her transactions as Treasurer and the financial condition of the Corporation. He/she has the responsibility of preparing the Annual Financial Report for presentation to the membership at the spring meeting and operating and capital reserve budgets for presentation and approval by the membership at the general meeting.
6. The Recreation Director shall be in charge of year-round recreational activities that bring members or their children together for enjoyment and recreation. He/she shall review Boat Release forms, coordinate stocking of fish in the lakes, shall disburse keys for the tennis courts, and shall oversee opening and closing of seasonal recreational sites. He/she shall have responsibility for set-up of the clubhouse for all meetings and oversee membership use of the clubhouse per the policy. He/she shall be responsible for conducting safety inspection reports in association with the Facilities Director in accordance with the established policy.
7. The Facilities Directo shall have the general oversight for the maintaining and upgrading of all real properties owned by Camelot Association, including the clubhouse, beach and recreation areas, entrance grounds and signs, parking areas, and development trails. He/she shall be responsible for the hiring and oversight of all persons that may be needed to provide services for capital improvements and the maintaining of all buildings and properties in good working order. This would include, but is not limited to, maintenance workers, contractors, and lifeguards. He/she shall further see that tennis courts, boats, and the clubhouse are locked when not in use, that restriction signs be properly posted, and that a reliable refuse disposal service and access to same be provided the members in good standing of the Association. He/she shall be responsible for chairing the dam safety committee inspections in accordance with the established policy.
8. The Community Liaison must be a homeowner who is a resident in Camelot Forest or a homeowner or a lot owner who is a frequent visitor. He/she should be familiar with the interaction of Camelot and the agencies which affect Camelot, for example but not limited to, Township, Utility Authority, sewer, water, gas, cable, County, Department of Transportation, Department of Environmental Protection, other Commonwealth agencies. He/she should keep abreast of the local news and happenings and advise the Board and membership of any situations that may affect Camelot, and represent Camelot's interest to those agencies, boards, or authorities.
ARTICLE VII - BOOKS AND RECORDS
1. The Corporation shall keep an original and duplicate record of the proceedings of the members and the directors, the original and copies of its Bylaws, including all amendments thereto to date certified by the Secretary of the Corporation, and an original and a duplicate membership register, giving the names of the members and showing their respective addresses and the class and other details of the membership of each. The Corporation shall also keep appropriate, complete, and accurate books and records of account. The records provided for herein shall be kept at both the registered office of the Corporation in this Commonwealth, its principal place of business wherever situated, and off-site by the Secretary of the Corporation.
2. Every member shall have a right to examine the membership register, books and records of account, and records of the proceedings of the members and directors, in person or by agent or attorney, during the usual hours of business for any proper purpose according to the Inspection of Records Policy. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the Demand under Oath shall be accompanied by a Power of Attorney or such other writing, which authorizes the attorney or other agent to so act on behalf of the member. The Demand under Oath shall be directed to the Corporation at its registered office in this Commonwealth or at its principal place of business wherever situated, or to the Board of Directors.
3. A copy of the Bylaws, deed restrictions, and a list of the members of the Board of Directors in office at the time and any other informative material will be sent to all new property owners as they become known to the Association. This will be done by the Secretary or, at his/her direction, an agent of the Association.
4. A yearly Financial Review will be conducted by an outside firm or agency. These reviewers must not presently be members of the Board of Directors. This Financial Review should be conducted as of the end of a fiscal year or within ninety (90) days of the fiscal year. An Audit shall be undertaken only when circumstances warrant such as determined by the Board of Directors or by a petition of ten percent (10%) of the members in good standing.
ARTICLE VIII - TRANSACTION OF BUSINESS
1. The Corporation's fiscal year shall end on December 31st of each year.
2. The Corporation shall not sell, mortgage, lease away, or otherwise dispose of its real property unless authorized by a majority of the eligible voters at a membership meeting.
3. The Corporation shall make no purchase of real property exceeding a limit of Six Thousand Dollars ($6,000.00) unless authorized by a majority of the eligible voters at a membership meeting. Nothing contained in this paragraph shall prohibit the Corporation from purchasing properties from Tax, Sheriff, or Bankruptcy Sale, or by private negotiation with the debtor in order to protect its claim provided the cost does not exceed $10,000.00.
4. Whenever the lawful activities of the Corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the Corporation, and in no case shall be divided or distributed in any manner whatsoever among the members or Directors of the Corporation.
5. All checks or demands for money and notes of the Corporation shall be signed and countersigned by such officers as the Board of Directors may from time to time designate.
ARTICLE IX - ANNUAL FINANCIAL REPORT
1. At the spring meeting, the Board of Directors shall present to the members a report verified by the President and Treasurer and approved by a majority of the Directors showing, in appropriate detail, the following:
The assets and liabilities, including the trust funds of the Corporation as of the end of the fiscal year immediately preceding the date of the report;
The principal changes in assets and liabilities including accounts during the year immediately preceding the date of the report;
The revenue or receipts of the Corporation, both operating and capital reserves, for the year immediately preceding the date of the report, including separate data with respect to each account held by or for the Corporation;
The expenses or disbursements of the Corporation for both operating and capital reserves during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation;
A membership report to include the number of members of the Corporation as of the date of the report, the number of members in good standing, a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found. This report shall be filed with the minutes of the meeting of the members.
2. At the general meeting, a budget for the operating funds and a budget for the capital reserves for the following year will be presented for approval by the membership.
ARTICLE X - GRIEVANCES
1. The Grievance Procedure is established to preserve a fair and equitable application of the governing documents of Camelot Forest Conservation Association, Inc. It provides a method for the presentation, examination and resolution of any grievance or charge by a member against another member, committee of the Association, or the Association.
2. The Grievance Committee shall be an ad-hoc Committee, as described in the Grievance Committee policy. They will be picked by lottery from a list of volunteers as witnessed by a majority of the Board of Directors.
3. The committee has the duty and responsibility to:
Adhere to the Grievance Committee Policy.
Hold hearings with all of the Grievance Committee members present.
Consider all evidence and testimony relevant to the grievance.
Make a final determination, fairly and impartially, to resolve the grievance.
Submit a written report of the decision to the Board of Directors setting forth the basis for the conclusion within 14 days after the hearing.
4. The Board of Directors shall be responsible for the enforcement of the decision and shall take appropriate action.
5. Should either party disagree with the final decision reached by the Grievance Committee, either party may contest the decision via litigation at their own expense.
ARTICLE XI - ENFORCEMENT
1. Whenever the Board of Directors becomes aware, or is apprised by a member, of a violation of Township, County, or State ordinances and/or laws, it will investigate and, if warranted, file a complaint against such member with the appropriate agency of government on behalf of the Association.
2. The Board of Directors reserves the right to take legal action against members who fail to comply with the Rules and Regulations, Policies, Bylaws, or Deed Restrictions of Camelot Forest Conservation Association, Inc.. Such action may constitute any or all of the following:
Action to enforce performance or compliance by the owner, including equitable and/or injunctive relief,
Action to recover damages caused by the violation, including fines,
Action to execute liens and foreclosures on the lot or home of the violator.
3. Any member of the Association who violates any provisions of the Rules and Regulations, Policies, Bylaws or Deed Restrictions of the corporation as adopted may receive a Hearing Notice. The Board or its agent will notify the member by regular and certified or registered mail of such violation and its expectations of compliance. Members have the right to a hearing before any action can be taken against them for non-compliance. If the violation persists after a hearing, the member may be subject to additional fines under the current Fines Policy. The Board of Directors decision may be appealed to the Grievance Committee, except in the case of unpaid dues or assessments.
If the violation persists after the third Hearing and Fine process, the member shall become a Member Not be in Good Standing and additional action may be taken.
There will be no hearing or appeal for non-payment of dues or assessments.
ARTICLE XII - MISCELLANEOUS PROVISIONS
1. One or more persons may participate in a meeting of the Board or of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
2. Discharging firearms on any of the properties owned by those defined as members of the Corporation, or on any of the properties owned by the Corporation, is prohibited. Hunting or trapping for large or small game or for waterfowl by firearms, bow-and-arrow, or any other method on any of the properties owned by those defined as members of the Corporation are prohibited.
ARTICLE XIII - AMENDMENTS
1. Bylaws may be adopted, amended, or repealed by the vote of members entitled to cast a majority of the votes which all members present are entitled to cast thereon at any regular or special meeting duly convened after notice to the members of that purpose.
2. These Bylaws shall replace any and all previous existing Bylaws of the Camelot Forest Conservation Association, Inc., and shall not impair or affect any act done, offense committed, or substantial right accruing, accrued, or acquired, or liability, duty, obligation, penalty, judgment or punishment incurred prior to the time these Bylaws or any subsequent Bylaws or amendments thereto takes effect, but the same may be enjoyed, asserted, enforced, or prosecuted as fully and to the same extent as if these Bylaws or any amendments thereto had not been enacted.
ARTICLE XIV - SAVING CLAUSE
1. In the event that any part thereof of these Bylaws shall be found by a court to be invalid or unconstitutional, all other remaining sections shall remain in full force and effect.