PA NORTH CENTRAL
District No. 7640

PCC/ELKS ACQUISTION INFORMATION

ATTENTION PHILIPSBURG COUNTRY CLUB MEMBERS:

May 16, 2007

Dear Country Club Member:

We would like to begin by telling you how excited we are -- along with all of the members of the Philipsburg Elks -- at the prospect of having you as a new member!

As you are likely well aware, the Philipsburg Country Club and Philipsburg Elks are becoming one. This process has been ongoing for some time, but it is now time to move to the final stage: that being the merging of the two memberships. To make this happen, Philipsburg County Club members must become Philipsburg Elks members.

We suspect your first question is: do I even need to apply? If you already are an Elk -- a member of the Philipsburg Lodge or another lodge -- you do not need to do anything else. If you are a member of another Elks lodge and want to transfer your membership to Philipsburg, contact the Philipsburg Lodge and we will begin the transfer process. If you are not an Elk, you are going to need to become one and we have outlined that process in this letter. Finally, you do have the option of not becoming an Elk. If you choose this option, however, your County Club membership will lapse and you will no longer be a member of either organization.

Maybe you have heard a little bit about the Elks membership process, or maybe you have not. Either way, the membership process is just that: a process. It has multiple levels, requires certain actions of you, takes a couple of months to complete, and, yes, costs money. Allow us, then, to take a moment or two to explain this process to you.

First and foremost, there are four (4) requirements to becoming an Elk, they are: (i) that you are an American citizen, either naturalized or native born; (ii) that you are at least twenty-one (21) years of age or older; (iii) that you are NOT a convicted felon; and (iv) that you hold or possess a belief in God. If you can answer "yes" to each of these requirements, you are eligible for membership; if are not able to answer "yes" to all four requirements, unfortunately, you are not membership eligible. Youth golfing members of the Country Club, those under the age of twenty-one (21), will be granted golfing privileges similar to those they currently possess; however, they will not be eligible for Elks members because of this age limitation.

The second step of the process is the completion of the "invitation for membership" or membership application. You will find this application accompanying this letter. Certain sections must be completed by the applicant, those being sections #1 through #13. On the back of the application there is a "committees" section, if you have an interest in any of these areas, please indicate so.

It is mandatory that each applicant have a "Proposer" and at least two (2) references. If you know an Elks member who will propose you for membership, by all means approach them and I am sure they will willingly assist you. If, however, you do not know an Elks member, the Officers of the Philipsburg Elks will assure you are properly "proposed" and "referenced."

The third step is to return your application to the Elks. To do this, you may hand-deliver, mail, or return it to a current Elks member or Officer, along with $10.00. By Elks by-laws, this is the minimum amount required to be remitted to begin the membership process. Acceptable forms of payment include cash, check, or money order -- please make payable to the "Philipsburg Elks" or "BPOE #1173." The Philipsburg Elks also requires a $75.00 application/initiation fee, as well as $40.00 annual dues, but not immediately. The $10.00 down-payment will be calculated into and go towards your outstanding amount. Therefore, the total amount you will pay is $115.00, but you will likely only owe $105.00 the night you are initiated, depending upon how much you pay in advance. Finally, you may pay your balance at anytime before Initiation, but you must pay the full outstanding amount the night you are initiated into the Elks.

The fourth step is the actual membership process. In brief, the process is as follows: (i) membership application read at lodge meeting and referred to Investigating Committee, (ii) application reported from Investigating Committee and scheduled for vote, (iii) applicant is voted upon for regular membership, (iv) applicant scheduled for and must attend Indoctrination (located at the Lodge), and (v) applicant is initiated into membership. Naturally, there is a little more to the process than one, two, three, four, but this is a brief outline for your information.

In order to better assist Philipsburg County Club members with the membership process, the Elks has scheduled a "New Members" event at our Lodge. At this event, we will open our doors to any interested individual, answer any questions you might have, tell you about the Elks organization, assist you with any outstanding application issues (like "Proposer" and "Reference(s)" concerns), and provide you a timeline of events for scheduling purposes. This is a great opportunity to come and see what the Elks are all about. Oh, and one other thing, refreshments will be served. So, come and join us on Wednesday, June 6, 2007, at 7:30 P.M. at the Philipsburg Elks located at 124 N. Second Street, Philipsburg, PA.

Finally, please know the Officers of the Philipsburg Elks believe our role is to make the transition to Elks membership as easy and painless as possible. If we can be of any assistance to you, please do not hesitate to contact either of us. Contact information is as follows: Pete Byron at pbyron@leeind.com or Dan Nelson at djnelsonjd@gmail.com or (814) 577-0759, or email or call the lodge at bpoe1173@verizon.net and (814) 342-4101. Also, please visit the lodge website at www.elks.org and use the "lodge locator" tab to find us (our lodge number is 1173). On our website you will find more information on the membership process, lodge functions, and the acquisition. We encourage you to utilize this resource.

Most sincerely,



David "Pete" Byron, Exalted Ruler
Daniel J. Nelson, Esquire
Transition Committee, Co-Chairs

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LETTER TO THE MEMBERS OF APRIL 2007

My fellow Elks:

It has been some time since we last updated the membership, by and through this newsletter, as to the progress of our take-over and acquisition of the Philipsburg County Club. In point of fact, it was September of 2006.

In that letter, then-Exalted Ruler Georgia L. Demchak promised we would do our best to keep the membership informed. We have done this--mainly at meetings--but we have not forgotten this promise. While this promise has not changed, either has the status of our acquisition. Despite our strong and concerted efforts, we have been stuck, and seemingly mired, at the same point in the acquisition process as the night of the final vote--that point being, to obtain a necessary building permit from Grand Lodge. That was until very recently.

We have every reason to anticipate the issuance of our Grand Lodge permit, effectively clearing the way to finalize the merger. On April 22, 2007, we received a letter from Carlon M. O'Malley, Past Grand Exalted Ruler and our State Sponsor, officially endorsing our acquisition. The importance of Mr. O'Malley's endorsement cannot be understated. With Mr. O'Malley's letter, the Grand Board of Trustees will now act on our permit application and should approve it without delay. Although it took us longer than anticipated, I would like to recognize Mr. O'Malley's assistance to this lodge and publicly thank him for his time, advice, concern, and support as we worked tirelessly together to resolve some very important issues with Grand Lodge. This period is now behind us, and we can move forward.

Even with Grand Lodge approval, we still have certain necessary, vitally important steps to resolve. Some of these steps being: (i) the initiation of County Club members into our lodge; (ii) the preparation and recordation of deed, (iii) setting a new fees structure, which holds steady membership dues and fairly assess "golfing" members; (iv) the proper transference and incorporation of County Club financials with our own; and (v) the planning and preliminary steps of constructing our new lodge. Indeed, there is a lot of work to be done.

We will, of course, continue to keep the membership updated: sometimes through this newsletter, always at regular lodge meetings, and now through the use of the internet. Check us out at http://www.elks.org/ and use the "lodge locator" tab (our lodge number is 1173). We have added a tab for acquisition updated and will update this resource regularly.

This is an exciting time for our community and, especially, for this lodge. Indeed, we have caught the attention of our entire District. We are growing, we are strong, our community service is increasing, and our station in the community heightened. It is good time to be an Elk!

Yours in fraternity,



David "Pete" Byron, Exalted Ruler
B.P.O. Elks, Philipsburg Lodge #1173


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LETTER TO THE MEMBERS OF SEPTEMBER 2006

My Fellow Elks:

I am writing you at a very important time for the Philipsburg Elks. As most of you are aware, the Philipsburg Country Club and the Philipsburg Elks have begun the process of "joining forces", so to speak.

If you are like most of members I have spoken to, you probably have questions about the acquisition process, control and leadership, and our future at a new location. Over the next month, through discussion, this letter, and an informational meeting for members, I hope to answer as many questions as possible about this upcoming acquisition. The choice to support or oppose is yours--and yours alone--but an uninformed decision serves nobody's interests. With your indulgence, then, allow me to address some questions, issues, and concerns members have already posed to me.

Question: Once the acquisition is complete, who will have control of the Lodge, property, operations, decision-making, etc.?
The Philipsburg Elks will be in complete control. Although some people refer to this event as a "merger" or "take over", I want to assure you that the Philipsburg Elks will be the sole controlling, remaining entity. Think of this process more as an acquisition, if you will. Once complete, the Philipsburg Elks will own all of the Country Club's assets and liabilities, the Country Club will cease to exist, and our leadership and lodge structure will remain completely in tact. With regard to the other activities:
(i) the Trustees will control: financials, bar, restaurant, catering, and event-related activities;
(ii) the Officers will still oversee all lodge-related activities, like dances, breakfasts, charitable drawings, and other similar events;
(iii) the Home Association will control the property, its maintenance and upkeep; and
(iv) a separate committee, overseen by the Trustees and Home Association, will be charged with operating the golf course.

Question: I like the current location, why move at all?
The answer to this is simply: the current Elk's Home at 124 N. Second Street is old, costly to maintain, and does not adequately accommodate lodge activities. We could remain and limp along as we have to this point. However, as good stewards both of your trust and membership dollars, the leadership of this lodge simply does not see our future at 124 N. Second Street but elsewhere, in Philipsburg, at a new lodge, better-suited to serve our membership and support our mission of charity. Even assuming the Country Club/Elks acquisition does not happen, the leadership would likely begin exploring an alternate location for a new lodge.

Question: Will Country Club members become Elks members?
Generally, yes, but not necessarily. Pursuant to the Option Merger Agreement, entered into by both organizations, Country Club members are guaranteed the chance to become Elks. As Elks, you know our organization has certain expectations, standards, and requirements, and not everyone is accepted into membership. The Elks application process is rigorous and those same rigors will apply to Country Club members seeking Elks membership. So, while all Country Club members, not currently Elks members, will be allowed to apply, there is no guarantee they will become Elks. Our organizational values demand we subject all applicants to the same process. Additionally, there are 250 individuals who already hold dual membership.

Question: Is the Country Club deeply in debt? Can we afford to absorb their financial liabilities?
Of all the questions and concerns, this one may be the most rooted in fiction, rather than fact. As part of the approval process, the Elks demanded the Country Club do two things before we would proceed to a final vote: (1) research and warrant their real property deeds, to assure us good, marketable title, and (2) perform a full, independent audit and assessment of all their outstanding assets and liabilities. The Country Club has performed both and has delivered the results of each for our review. First, all of the Country Club's property is free from defect and is suitable for transference and recordation. Second, the independent audit revealed the County Club has some liabilities (just slight more than $206,000); however, the Country Club's assets are quite significant (between $1.1 and $3.25 million, mostly real property), making assets far in excess of liabilities. The Officers, Trustees, and I now feel very confident in recommending to you that it is in our financial and organizational interests to proceed with this acquisition. As members, you have the right to review the very same documents the Officers, Trustees, and I have reviewed, so as to make your own determination. You may do so at the Elk's Lodge at your pleasure and convenience, during regular lodge hours.

Question: Will the Elks construct a new lodge? If so, how soon and for how much?
Yes. Pursuant to the Option Merger Agreement, the Elks will be required to "design plans" for a new lodge within 2 years and begin construction of that lodge within 3 years. Once the acquisition takes place, however, the Officers and Trustees intend to act as quickly as possible. If all goes well, the Philipsburg Elks would like to focus its centennial celebration around this new lodge. Because it is still very early, it is very difficult to speculate on a possible price tag for this new lodge; nevertheless, some discussions place a possible price tag as being between $750,000 and $1 million. Presently, we can afford such expenditure without incurring significant debt.

In closing, allow me to encourage your active participation in the remaining acquisition process, both before and after the final vote. Continue to ask questions; participate in the informational meeting; come to the lodge meetings; and, most importantly, participate in the final vote. Please note these two dates:
(1) the lodge informational meeting will take place on October 4, 2006 at 8:00 P.M., come with questions; and
(2) the final lodge vote on the acquisition will take place on October 11, 2006, at 8:00 P.M., you MUST be present to participate and a two-thirds (2/3) vote in favor of those present will approve (there will be a period of time for discussion).
Both meetings will be held at the Elk's Home at 124 N. Second Street, Philipsburg. Please come, participate, and help determine a new course for the Philipsburg Lodge--our future is exciting!

Yours in Fraternity,



Georgia L. Demchak, Exalted Ruler
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