PA NORTH CENTRAL
District No. 7640

Resolution of the BPO Elks, Philipsburg Lodge #1173

RESOLUTION OF THE BOARD OF DIRECTORS OF
THE HOME ASSOCIATION OF
THE BENEVOLENT AND PROTECTIVE
ORDER OF ELKS,
PHILIPSBURG LODGE, NUMBER 1173

And Now this 14th day of August, 2007, at the regularly scheduled meeting of the Board of Directors of the Home Association of the Benevolent and Protective Order of Elks, Philipsburg Lodge #1173, said Board, being duly elected and convened, deems it necessary and appropriate to adopt the following Resolution and that:

Whereas, since October 18, 2005, and following subsequent affirmative votes of the memberships of the Philipsburg Country Club and the Benevolent and Protective Order of Elks, Philipsburg Lodge #1173 (hereinafter "the Philipsburg Elks"), pursuant thereto and compliant therewith the statutes, rules and regulations of each organization, and subsequent to the final, affirmative votes of each organization, as required by the Option Merger Agreement; the Philipsburg Elks has proceeded consistently and purposefully toward the full and complete performance of its obligations set-out in the Option Merger Agreement; and

Whereas, the Philipsburg Elks, pursuant to a stated requirements of the Option Merger Agreement and in respect of the desire of its membership to have constructed a new, modern, and less-costly lodge or Elks Home, at a new location situate upon the property presently owned by the Philipsburg Country Club, designs and plans for such a facility to be created and approved within two (2) years and ground to be broken beginning the construction phase of said lodge within three (3) years; the Philipsburg Elks to be solely responsible for the selection, hiring, planning, funding, and completion for this new lodge or Elks Home; and

Whereas, in May of this year, under the leadership of the Philipsburg Elks, Requests for Proposals (attached Exhibit "A") were mailed to various design and/or engineering firms determined to be of appropriate experience and expertise in the areas design, planning, permitting, contracting, and oversight for the construction of a new lodge or Elks Home; said Requests for Proposals asking each firm to return to the Philipsburg Elks, by June of this year, proposals for review and assessment by the Philipsburg Elks; and
Whereas, five (5) different engineering and/or design firms opted to participate in this offering to submit Proposals to the Philipsburg Elks, each being an invited organization and each complying with the deadline established by the Philipsburg Elks; these proposals have been reviewed and assessed by the Board of Directors of the Home Association of the Philipsburg Elks for the following two months, including discussion and consultation with the Officers and Lodge Trustees of the Philipsburg Elks; and all proposals being maintained at the current Elks Home at 124 N. Second Street, Philipsburg, for members to review said proposals and each proposal continuing to be maintained if members seek to review said proposals hereafter; and

Whereas, it is the stated purpose of the Elks Home Association, under the leadership and supervision of the Board of Directors, to "provide for a home of and for the members of Philipsburg Lodge No. 1173, Benevolent and Protective Order of Elks, a fraternal and charitable organization; the Board of Directors believing any and all preliminary steps taken thus far toward the construction of a new home for the Philipsburg Elks has been compliant with the stated purpose of Home Association; the Board of Directors therefore deems to necessary to recommend to the membership of the Philipsburg Elks, pursuant to the authority granted to it in Article III, Section 5 of the by-laws of the Elks Home Association, that a firm be retained to undertake the necessary next steps in the construction of new home for Philipsburg Elks;

BE IT, THEREFOR, RESOLVED:
That the Board of Directors of the Home Association of the Benevolent and Protective Order of Elks, Philipsburg Lodge#1173, due hereby resolve and, thereby, recommend to the membership of the Philipsburg Elks that it approve, hire, and otherwise retain the services of Pennoni Associates, a Division of Pennoni Engineering of New York, P.C., for the stated purpose of partnering with the Philipsburg Elks for any and all necessary purposes to design, plan, permit, prepare, contract, and construct a new Home (or Lodge) for the Philipsburg Elks, as outlined in the proposal submitted to this lodge of May of 2007 (attached Exhibit "B"), including any and all fees, retainers, costs, and charges associated with the same, estimated to be sixty-five thousand ($65,000.00) dollars, but with authority to spend up to seventy-five thousand ($75,000.00) dollars for the satisfaction of any and all related contingencies, fee charges, and unanticipated costs involved; and

BE IT FURTHER RESOLVED:
That the Board of Directors of the Elks Home Association, acting on the authority vested in it under the Grand Lodge Statutes Annotated, specifically sections 16.050 and 12.070 of said statutes, does hereby approve and recommend that the membership, at the next regular meeting of the lodge, appropriately held for consideration of this resolution, which has been appropriately noticed, approve the hiring of Pennoni Associates of State College, Pennsylvania, a division of Pennoni Engineering of New York, P.C.; and

BE IT FINALLY RESOLVED:
That a copy of this Resolution be transmitted to (i) Mr. D. Pete Byron, Exalted Ruler and Chair of the Board of Directors of the Home Association of the Benevolent and Protective Order of Elks, Philipsburg Lodge #1173; (ii) Ms. Amanda Buzard, Secretary of the Benevolent and Protective Order of Elks, Philipsburg Lodge #1173; and (iii) Mr. Edward Finnigan, Chairman of the Board of Trustees, so that each may implement and execute the requirements and directives outlined in this Resolution and in the Grand Lodge Statutes Annontated, § 16.050 and § 12.070; and so that the Board of Trustees may consider this resolution at the next proper meeting of the Board of Trustees.

ATTEST:

________________________________________
David "Pete" Byron, Exalted Ruler
Chair, Board of Directors, Elks Home Association


________________________________________
Georgia L. Demchak, PER
Member, Board of Directors, Elks Home Association


________________________________________
Edward Finnigan
Member, Board of Directors, Elks Home Association


________________________________________
John Buzard, PER
Member, Board of Directors, Elks Home Association


________________________________________
Joe Yurky
Member, Board of Directors, Elks Home Association

*********************************************************

RESOLUTION OF THE BOARD OF TRUSTEES OF
THE BENEVOLENT AND PROTECTIVE
ORDER OF ELKS,
PHILIPSBURG LODGE, NUMBER 1173

And Now this 5th day of July, 2007, at the regularly scheduled meeting of the Board of Trustees, said Board, being duly elected and convened, deems it necessary and appropriate to adopt the following Resolution and that:

Whereas, since October 18, 2005, and following subsequent affirmative votes of the memberships of the Philipsburg Country Club and the Benevolent and Protective Order of Elks, Philipsburg Lodge #1173 (hereinafter "the Philipsburg Elks"), pursuant thereto and compliant therewith the statutes, rules and regulations of each organization; and subsequent to the final, affirmative votes of each organization, as required by the Option Merger Agreement; the Philipsburg Elks has been endeavoring to take-over and acquire the Philipsburg Country Club, its assets, liabilities, and property, and taking any and all necessary steps to finalize and complete this transaction; and

Whereas, the Philipsburg Country Club and the Philipsburg Elks both possess and/or own a Pennsylvania Liquor Control Board (PLCB)-issued license (hereinafter "liquor license") which allows each organization to sell on its premises and to its membership, or event-related guests as allowed pursuant to said license, certain controlled, intoxicating beverages, spirits, and/or malt brewed substances; the Philipsburg Country Club possessing a different class of liquor license than the Philipsburg Elks, but which would allow the Philipsburg Elks, once in possession and control of the Philipsburg Country Club, to serve event-related members and guests these controlled, alcoholic beverages, pursuant to the limitations associated with said class of liquor license; and

Whereas, in order to finalize the take-over and acquisition of the two organizations--that being, the Philipsburg Country Club and the Philipsburg Elks--it is necessary for the Philipsburg Country Club to transfer to the Philipsburg Elks its PLCB-issued liquor license, together with all the rights and privileges thereunto appertaining, so the Philipsburg Elks may continue to serve liquor on the premise, both pursuant to the Option Merger Agreement of October 2005, entered into by both parties thereunto, and congruent with the understanding that the Philipsburg Elks would acquire all of the assets and property of the Philipsburg Country Club, including all licenses; and

Whereas, the PLCB requires, pursuant to its application of transfer of liquor license, that entity to which the license is to be transfer--otherwise known as the transferee--adopt or otherwise pass a resolution authorizing the submission or filing of said application with the PLCB; the Philipsburg Elks believing this document is therewith compliant with said requirement;

BE IT, THEREFOR, RESOLVED:
That the Board of Trustees, acting upon the authority vested in it and pursuant to Statute Annotated of the Benevolent and Protective Order of Elks. § 16.020 and Article V, § 7 of the By-laws of the Order of Philipsburg Lodge, #1173, does hereby approve and authorize its stated agents, attorney, and/or representative to file with the Pennsylvania Liquor Control Board any and all necessary applications, including but not limited to the "PLCB-21"; documents, included but not limited to the Option Merger Agreement; membership lists, meeting minutes, and Supplemental Modification of May 2007; and the payment of all appropriate filing and/or processing fees;

BE IT FURTHER RESOLVED:
That a copy of this Resolution be transmitted to (i) Mr. D. Pete Byron, Exalted Ruler, Benevolent and Protective Order of Elks, Philipsburg Lodge #1173; (ii) Ms. Amanda Buzard, Secretary of the Benevolent and Protective Order of Elks, Philipsburg Lodge #1173; and (iii) Mr. Fred Farber, Esquire, Attorney and Counselor-at-Law, so that each may implement and execute the requirements and directives outlined in this Resolution; and, likewise in kind, that this original copy be transmitted to Edward Finnegan, Chairman, Board of Trustees, so that he may read said Resolution to the membership at the next regularly scheduled meeting of Philipsburg Lodge, #1173.

ATTEST:


Edward Finnegan, Chairman
Board of Trustees
Philipsburg Lodge, #1173

Gary A. Helsel, Secretary
Board of Trustees
Philipsburg Lodge, #1173 g


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