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CHARTER and BYLAWS of the  EVANGELICAL CONGREGATIONAL WALDHEIM PARK ASSOCIATION

CHARTER

 

FIRST:  The name of the association shall be “THE EVANGELICAL CONGREGATIONAL WALDHEIM PARK ASSOCIATION.”

 

SECOND:  The purpose for which the corporation is formed is the maintenance of a private park in Salisbury Township, Lehigh County, and Commonwealth of Pennsylvania for the purpose of holding religious camp meetings and services, Sunday School celebrations and other moral gatherings that are in conformity with the teaching beliefs and social practices as delineated in the Discipline and rules of the National Conference of the Evangelical Congregational Church.

 

THIRD:  The place where the business of said corporation is to be transacted is the City of Allentown, County of Lehigh, and State of Pennsylvania.

 

FOURTH:  The corporation is to exist perpetually.

 

FIFTH:  The names, residences of the subscribers and the number of shares subscribed are as follows:

               NAME                               RESIDENCE                                                     SHARES

                Llewellyn Mertz               916 Turner St., Allentown, PA.                              10

                J. S. Heisler                      Bethlehem, PA.                                                    10

                J. H. Stermer                     641  N. 7th.   St., Allentown, PA.                           10            

                Thomas M. Wilhelm          348  N. 8th.   St., Allentown, PA.                          10           

                E. J. Rapp                          226  N. 9th.   St., Allentown, PA.                          10           

                W. J. Wagner                      526  N. 6th.   St., Allentown, PA.                          10             

                William H. Greenawald      516  N. 7th.   St., Allentown, PA.                          10             

                C. D. Huber                       746  N. 6th.   St.. Allentown, PA.                         10              

                Charles Y. Moyer               745  Turner St.,  Allentown,   PA.                         10             

                T. E. Miller                         Allentown, PA.                                                   10                 

                J. P. Miller                          1014 Turner St.    Allentown,   PA.                       10            

                James E. Illick                    Bethlehem, PA.                                                  10                  

 

SIXTH:  The affairs of this Association shall be managed by a board of fifteen (15) directors who shall be elected by ballot by the stockholders, in person or by their proxies, from the membership of the Evangelical Congregation Church in accordance with the laws of this Commonwealth, not less than three (3) of whom shall be ministers of the Evangelical Congregational Church.

 

Five directors will be elected in each and every year for a term of three years.

 

Eight members will constitute a quorum.

 

SEVENTH:  The Capital Stock shall be One Hundred Thousand ($100,000) Dollars to be divided into Ten Thousand (10.000) shares of the par value of Ten ($10.00) dollars a share.  The Capital Stock shall not be increased except by a three-fourth vote of those present or represented by proxy, provided notice of the contemplated change or changes was given to each stockholder at the time the call was issued.

 

EIGHTH:  The yearly income of the corporation other than that derived from real estate, shall not exceed the sum of Fifty Thousand ($50,000) Dollars.

 

NINTH:  Any property, real or personal, which is now held and shall hereafter be given, disposed, bequeathed, divised or conveyed to said corporation or to other persons for its use shall be taken and held or inure to it, subject to the control and disposition of the lay members thereof, or such constituted officers or representatives thereof as shall be composed of a majority of lay members, citizens of Pennsylvania, having a controlling power, according to the rules, regulations, usages. Or corporate requirements thereof, as far as consistent therewith.

 

TENTH:  The Board of Directors shall not at any time incur an indebtedness for any purpose for more than one-half of the amount of capital stock.

 

ELEVENTH:  Meetings of the stockholders shall be held at least once a year at such time and place as the Board of Directors may designate.

 

TWELFTH:  The Board of Directors of the Association may adopt such By-laws to govern the transaction of its business as are not in conflict with the CHARTER or ARTICLES OF INCORPORATION of this Association or the Laws of this Commonwealth.

 

END OF CHARTER

 

BY-LAWS

 

ARTICLE 1: MEETINGS:

 

SECTION 1: Stockholders Meeting:

            A.  The stockholders shall meet annually as set forth in Paragraph eleven (11) of the CHARTER of the EVANGELICAL CONGREGATIONAL WALDHEIM PARK ASSOCIATION; hereafter ECWPA.

B.  A special meeting of the stockholders shall be called upon the written petition of twenty-five (25) or more stockholders.  Notification of a special meeting shall be sent to all stockholders of record at the time of the petition and shall be mailed at least thirty (30) days prior to the date set for each special meeting.  A special meeting must be called within ninety (90) days of the date of receipt of said petition by the recording secretary of the Board of Directors.

C.  Voting at the stockholders meeting shall be by ballot of those present or by proxy submitted prior to the time of the meeting and registered at the time of the meeting.  Each stockholder will have one vote regardless of the number of stock held.

 

SECTION 2: Board of Directors Meetings:

A.  The Board of Directors shall meet as often as deemed necessary to transact the business of ECWPA, but shall in all cases meet at least six (6) times per year, and shall be subject to the provisions of Paragraph six (6) of the CHARTER.

B.  The management of the details of the business of the Association, during the interim of the meetings of the Board shall be committed to the Executive Committee.  The Executive Committee is also to function as the Law and Order Committee.

C.  Special meetings of the Board of Directors must be called by the President upon written request of five (5) members of said board within two (2) weeks of such request.

 

ARTICLE II: THE BOARD OF DIRECTORS:

 

SECTION 1:  The Board of Directors shall meet for the purpose of organization and transact such other business as may properly come before the meeting as soon as convenient after the Annual Meeting of the Stockholders and elect from the members of the Board: a President; a Vice-President; a Recording Secretary; a Stock Secretary; and a Treasurer.

 

SECTION 2:  The duties of the PRESIDENT are to preside at all meetings of the stockholders and directors: sign such papers of the ECWPA which, by law, require his signature, and require at the Annual Meeting a full report of the operation of the park for the year, and to call all meetings as per ARTICLE 1.

 

SECTION 3:  The VICE-PRESIDENT shall in the absence of, or in case of the death. Resignation, or removal of the President, perform all the duties of the President until a successor is duly elected.

 

SECTION 4:  The RECORDING SECRETARY shall keep a record of the proceedings of all the meetings of the Board of Directors and Stockholders; give notice of all meetings of the Directors, and issue all calls for stockholders meetings.

 

SECTION 5:  The STOCK SECRETARY shall keep, in lawful manner, all books pertaining to the financial affairs of the ECWPA, and keep on file, and subject to inspection by the Board of Directors, all papers and documents belonging thereto: make out all leases and collect the rental for the same and have charge of all matters of the financial character and shall render a detailed statement of operation at each Board of Directors and Stockholders Meeting.  The Stock Secretary shall have charge of the Stock Book and Corporate Seal, and shall keep record of all stock issued and transferred, and issue new stock as approved by the Board of Directors.

The Stock Secretary shall have all papers and documents pertaining to the leasing of all property and shall keep accurate records of payments made by the leaseholder.

 

SECTION 6:  THE TREASURER shall receive all monies belonging to the ECWPA and pay the same upon all orders signed by the President and approved by the Stock Secretary and none other.  They shall make a written report to the Annual Meeting of the Stockholders or oftener if required by the Board of Directors, and at the expiration of their term of office, deliver all monies, books, papers, etc., belonging to the ECWPA to their successor.

 

SECTION 7:  Each Director and Officer of the ECWPA must be a stockholder of the Association, and a member of the EVANGELICAL CONGREGATIONAL CHURCH.  In the event of a vacancy on the Board of Directors or in any office, the same shall be filled for the unexpired term by the Board of Directors.

 

SECTION 8:  COMMITTEES: All Standing Committees shall be appointed by the Board of Directors annually after the election of officers.  The Chairperson of each committee shall be appointed from the membership of the Board of Directors.  Any stockholder is eligible to serve as a member of these committees.

    

A:  EXECUTIVE COMMITTEE:

 

1) Shall be made up of the officers of the Board of Directors

2) Shall manage the business of the ECWPA during the interim of the meetings of the Board.

3)    Shall be their duty to determine the character of the                      building plans or alterations of such cottage located on leased lots and other such matters as may arise in connection with the leasing of lots.

 

B: LAW AND ORDER COMMITTEE:

1)  Shall be the Executive Committee.

2) Shall be responsible to arbitrate all differences which may arise between lease holders.  An appeal of the decision of the committee may be presented in writing to the Board of Directors and the decision of the Board will be final.

3)  Shall enforce and interpret the rules of ECWPA as necessary.

 

C:  SCREENING COMMITTEE:

1) Shall receive all applications for sale, rental, or winter residence for cottages in the park.

2) Shall investigate all persons presenting applications and present their recommendations to the Board of Directors for approval within sixty (60) days of receipt of said application.

 

D: MAINTENANCE AND GROUNDS COMMITTEE:

  1. Shall supervise the clearing and maintenance of the park and its roads.

2)   Shall approve all purchase of and repairs to maintenance equipment.

3)   Shall supervise the preparation, operation, and security of the Auditorium and all equipment (e.g.  Piano, Organ, Amplification, etc.) for all services.

4) Shall maintain all ECWPA cottages.

  1. Shall secure, maintain, and replace all playground

equipment in the park.

  1. Shall supervise and maintain the water plant and system, and present any changes in the system to the Board of Directors for approval.

7) Shall supervise the maintenance and installation of all electrical service and equipment in the park.

 

E: SWIMMING POOL COMMITTEE:

 

1)  Shall supervise the preparation and repair of the pool each spring and the securing of the pool each fall.

2)  Shall supervise the operation of the pool.

3)  Shall prepare and present a budget to the Board of

Directors by March 1st of each year for approval.

 

F: AUDITING COMITTEE:

  1. Shall obtain an annual audit of the Treasurer's books.     

  1. Shall give their written report to the Board of Directors within sixty (60) days after January 1st of each year.

G: RESERVATIONS COMMITTEE:

            1) Shall receive and approve all requests by outside groups or organizations desiring to use Waldheim Park.

            2) Use of the park is not permitted before May 1st. or after October 1st of the year.

            3)  Fees shall be set by the Board of Directors at the March Meeting of the Board.

 

H:  MINISTRIES COMMITTEE

 

The ministries committee shall be responsible for developing the annual program of religious services and other spiritual activities.

 

The Committee shall submit a proposed budget for the summer's activities to the Board at their March meeting.

 

The chairman of the Ministries Committee shall be a licensed minister of the Evangelical Congregational Church and reside in the Waldheim Camp meeting District.

 

Additional members of the committee shall be, if possible, evenly divided between clergy and lay members.

 

The Ministries Committee shall invite the active participation of the Lehigh Valley E. C. Ministerium.

 

SECTION 9: SPECIAL COMMITTEES: The Board of Directors may appoint Special Committees as deemed necessary.

 

SECTION 10: COMMITTEE BUDGET:

Each committee shall submit a budget to the Board for the fiscal year.  Upon approval of the budget, Committee expenditures shall not exceed the budgeted amount without the express approval of the Board.

       

ARTICLE III: STOCK OF THE ASSOCIATION:

 

SECTION 1; The stock of ECWPA may be sold to persons of good moral character, who are not members of the E. C. Church, provided however, that the shares sold to members and those sold to non-members maintain the ratio of seven (7) to three (3).  That is to say, for every seven shares held by members of said Denomination, three shares may be held by non-members.  No stock shall be sold or transferred unless the Board of Directors approve the sale or transfer in order that the above ratio may be maintained.

 

SECTION 2: In order to own a cottage, the applicant must purchase ten (10) shares of stock of ECWPA. The requirement will apply to residents purchasing a cottage on or after May 1, 2016.

 

SECTION 3: Whereas the ECWPA is a non-profit, church owned and

operated, camp meeting association of the Evangelical Congregational Church; and since all of its stockholders are aware of its purpose of operation, and purchase of non-profit stock is intended as a contribution to the ongoing work of the Association, upon the death of the stockholder his or her stock shall  be retired (in accordance with statute PA §5752d).  Such stock may be reassigned at the discretion of the Board of Directors.

 

SECTION 4: In the unlikely event of the dissolution of the Corporation any proceeds from the sale of the property shall be given to the Evangelical Congregational Church or another religious organization with a similar ministry. This By-Law is not intended to infringe on the property rights of cottage owners.

 

ARTICLE IV: RULES AND REGULATIONS OF WALDHEIM PARK:

 

SECTION 1: All games, sports, and recreation must be in harmony with the rules of the Evangelical Congregational Church as found in the "DISCIPLINE."

 

SECTION 2: Games, sports, and swimming are permitted on park property between the hours of 1:00 p.m. and 5:00 p.m. on Sunday unless they interfere with a service being held in the park.

 

SECTION 3: All noise that would disturb people outside one's own cottage must cease at 11 P.M. Excessive noise at any time is not permitted.

 

SECTION 4: Dancing, alcoholic beverages, and gambling of any sort are prohibited in the park.

 

SECTION 5: Marking or defacing any property is prohibited.  Parents are requested to instruct their children to have respect for the auditorium and not to run around on the platform while playing.

 

SECTION 6: Do not cut or abuse trees or shrubbery in any way on park property.  If you have a tree that needs trimming or removal, notify the Maintenance and Grounds Committee.

 

SECTION 7: Open fires may not be built in the park.

 

SECTION 8: Automobile owners are expected to observe all regulations and parking rules.  DRIVE CAREFULLY, watching for children.  One way streets must be observed

 

SECTION 9: Trucks or trailers may not be parked at your cottage or anywhere in the park proper.  Park the same on the lower parking area or east of the ball diamond.  Do not park your car in front of your neighbor's cottage. Campers may be parked near a cottage for a maximum of seventy two (72) hours, provided it does not infringe on the rights of any other cottage owner.

 

SECTION 10: All garbage and rubbish must be placed in designated containers for pick-up.  Regular garbage collection schedules will be maintained during the summer.  Discarded furniture and appliances and other materials must be removed at the cottage owner expense.  HELP KEEP THE PARK CLEAN!

 

SECTION 11: Hunting, gunning, and the discharge of firearms and fireworks are positively prohibited in the park.  The use of air rifles is also prohibited.

 

SECTION 12: Pets are not allowed to run loose in the park.  Dogs

must be on a leash and the owner is responsible to clean up after their pets.

 

SECTION 13: Waldheim believes in the proper, reverent observance of the Lord’s Day.  No work shall be done that is not in harmony with the Christian observance of the Lord's Day as described in the Discipline of the Evangelical Congregational Church.

 

SECTION 14: During CAMPMEETING and ALL OTHER RELIGIOUS SERVICES, no recreational or work activities are permitted and all quiet must be observed.

 

SECTION 15: The swimming pool is for residents and their guests and persons attending camp meeting, and only such other persons or groups of persons as shall have received express permission from the Board of Directors shall be allowed to use the pool.  No swimming will be permitted when services are in progress in the park.

 

SECTION 16: Established dates of the season are MAY 1st. to OCTOBER 1st.. Residents are not permitted to occupy cottages outside of these dates without approval of the Board of Directors.

 

SECTION 17: Cottage owners who desire to rent their cottages to anyone, must receive permission from the Board of Directors, before doing so.

 

SECTION 18: The riding of bicycles after dark or during services is prohibited in the park.  This prohibition is for the safety of the residents of the park.

 

SECTION 19: Cottage numbers are set by the Board of Directors.  All numbers must be of the approved size and reflective, and be placed at the location designated by the Law and Order Committee.  This is for emergency identification.

 

ARTICLE V: COTTAGES:

 

SECTION I: The leasing of lots and the location and erection of cottages and the conditions according to which these cottages can be occupied and used are as follows:

 

A: The Location of lots and their dimensions, direction and width of avenues are set forth in a plot surveyed and drawn by Mr. C. W. Grossart and adopted by the Board of Directors at a meeting held May 2. 1911.

 

B: All cottage owners must be of good moral character and principles, having a personal faith in Jesus Christ.

 

C: All lots on the property of the ECWPA are let for the purpose of having lessees erect thereon cottages, to be occupied temporarily from May 1st. to October 1st. of each year as the lessee may choose.  The lessee of a lot must be a stockholder.

 

D: All lots are to be held, subject to such regulations, rules, conditions, restrictions, and By-laws now in force or to be hereafter adopted by the Board of Directors for the government of lot-holders and the administration of the affairs of the ECWPA.  The Board shall have the power to adopt and enforce such police and sanitary regulations as may be deemed necessary to the preservation of health, sanitation, and maintenance of good order.

 

E: If at any time any person or persons shall become lessees of a lot or lots, or a cottage on the ground of the ECWPA, and the said lessees shall use or permit to be used for any purpose in conflict with the purpose for which this Association was formed, the Law and Order Committee shall have the right to dispossess immediately such person or persons from such lot, lots, tent or cottage.

 

F: Each assignment of a ground lease and each transfer of a cottage or stocks shall be subject to review by the Screening Committee and subject to approval by the Board of Directors, and in every instance of a proposed sale of a cottage or stocks, the ECWPA shall have the first right of purchase.  No person, or husband and wife, will be permitted to own more than one cottage in Waldheim Park.

 

G:  All cottages erected on leased lots must be located within the limits of said lots in order not to interfere with the rights of adjoining lot-holders.  As far as practical, a distance of not less than sixteen (16) feet is to separate all cottages.  All Cottages are to be built at least eight (8) feet from the porch line and the porch line is to be ten (10) feet back from the side of the avenue on which the lot is located.  In the circle south of the auditorium, the front boundary line is to be the porch line and on Waldheim Avenue the tree line and porch line are to be identical.  In places where the preservation of valuable trees make it necessary that these lines should be modified, the Executive Committee Is empowered to make such modification, but in no case and under no consideration shall the uniformity of the porch or building line on the same side of the avenue be broken.

 

H: All plans for the exterior alteration of cottages must be submitted to the Executive Committee for approval before work is begun. All alterations, whether to the exterior or interior of cottages must conform to the regulations and building codes of Salisbury Township (and any other applicable building codes).

           

I: Fees:

1)  The rental of lots shall be on the basis of a charge per year as set by the Board of Directors.  It is payable on the first day of May each year.  On June 1st. a penalty of one and one-half percent (1 1/2%) per month (18% APR) will be added, plus a fifty cent (.50) service charge per month.

2)  A charge will be made to cottage owners each year for the maintenance of the park, water, and removal of garbage and leaves.  This fee will be set by the Board of Directors and is payable on or before May 1st. of each year.  On June 1st. the amount will be increased by ten percent (10%).  On July 1st. it will be increased by another ten percent (10%).  On August 1st. and every month thereafter until totally paid, a charge of one and one-half percent (1 1/2%) will be added to the unpaid balance. (18% APR)

3)  Should at any time, the Annual Fees remain unpaid for a period of one year after they become due and payable, the said Lessee will be notified of the delinquency, including penalties, thirty (30) days after the first such notification. The Lessee will then be notified by a Certified Letter with a signed Return Receipt requested. If there is no response within thirty (30) days of receipt of this Certified Letter, the lease and all the Lessee's stock shares will be forfeited, and the Lessor shall have full right and authority to enter upon said lot and sell thereon, for such arrearages, together with penalties and interest. Certified Mail that is deemed refused or undeliverable by the US Postal Service will not exempt the cottage owner from such actions to be taken by ECWPA.

4)  Lessee is responsible for the cleaning of leaves on their leased property by June 15th of each year.  Lessee will be assessed a fee in addition to the maintenance fee, if their leased property must be cleaned by lessor.

 

            5) A limited number of garages may be made available for rent to cottage owners, at the discretion of the Board.  Rental agreements shall be for a period of one year.  Rent shall be due and payable on 1 March for the calendar year.  The rental rate shall be determined by the Board.

 

J: Leasing and/or selling of cottages:

1)    Cottage owners, before leasing or selling their cottage must have the prospective buyer/lessee complete an application and have it reviewed by the Screening Committee, and approved by the Board of Directors before any agreement can be entered into.

2)    Cottages that are sold, must have the agreement of sale consummated within six (6) months after the approval of said sale and all documents relating thereto shall be presented to the Executive Committee for transfer of ownership.

3)  Failure to comply with the above voids any sale/rental.

 

K: Cottage inheritance/gifting: On or after May 1, 2016, prospective new owners who have inherited or were gifted a cottage, are required to submit an application for review by the Screening Committee. Prospective owners must also purchase the required shares of stock.

 

SECTION II: OUT OF SEASON RESIDENCE:

 

A: A limited number of Out of Season residences may be permitted to cottage owners who are members in good standing of the Evangelical Congregational Church.  This stipulation shall not apply to persons who were Out of Season residents in the season immediately preceding the adoption of this Bylaw [9/2000], provided they meet all other requirements for Out of Season residence.

 

B: Request for out of season rental must be presented in writing on the proper form to the Board of Directors, and is subject to review by the Screening Committee and approval by the Board of Directors.  Applications should be submitted by August 1st. of the year of anticipated Out of Season residence.

 

C: Whenever permission is given to occupy a cottage Out of Season, that is, at any other time than from May 1st. to October 1st., it is for one season only.

 

D: Out of Season rental fees are set by the Board of Directors and all fees must be received by September 1st.

 

ARTICLE VI: PROCEEDINGS:

 

SECTION 1: Amendments to the charter may be made at any meeting of the Stockholders by a three-fourth (3/4) vote of those present or represented by proxy, provided notice of the contemplated change or changes was given to each stockholder at the time the call was issued.

 

SECTION II: Amendments to the By-Laws may be made by a three-fourth (3/4) vote of all Directors present at any regular meeting.  Any amendments must be sent to all Directors at least two weeks prior to the meeting at which they will be considered.

 

SECTION III: The business of the ECWPA shall be conducted in accordance with “ROBERTS RULES OF ORDER.”

 

APPROVED September 9, 2000

Article III, Section 4 approved July 2001

Article II, H, paragraph 4 approved 2005

Article III, Section 2 approved May 2016

Article V, Section I-3 approved May 2016

Article V, Section I, K added/approved May 2016

ECWPA Board of Directors