BY-LAWS
OF
THE WILLOWS SWIM CLUB
ARTICLE 1
NAME
The name of the club shall be The Willows Swim Club.
ARTICLE 2
OBJECT
Section I: The purpose for which this Club is formed is to promote the health and general welfare of its members and in pursuance thereof to construct, own, and operate a swimming pool and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, in the County of Middlesex and State of New Jersey for the exclusive use of members and authorized guests.
Section II: The Board of Trustees will not have the authority to ultimately decide to discontinue maintenance or support of any major services of the pool including tennis facilities, concession stand, or swim team without approval of the membership. The Swim Team is a separate, independent entity, and as such, will maintain their own set of financial records.
ARTICLE 3
GOVERNMENT
Section I: The business, property, and affairs of this Non-Profit Corporation shall be managed by a Board of Trustees composed of nine (9) persons who shall be Bonded members (as defined in the Rules & Regulations) of this Corporation. Each Trustee shall hold office for the term for which he is elected and until his successor is elected and qualified.
Section II: At the first annual meeting of the membership in 1960 the members of the Board of Trustees shall be divided into three classes of three members each. The members of the first class shall hold office for a term of three years. At all annual elections thereafter, three Trustees shall be elected by the members for a term of three years to succeed the three Trustees whose term then expires, provided that nothing herein shall be construed to prevent the election of a Trustee to succeed himself.
Section III: Vacancies on the Board of Trustees shall be filled by majority vote of the remaining Trustees. Each person so elected to fill a vacancy shall remain a Trustee until his successor has been elected by the members at their next annual meeting or at any special meeting called.
Section IV: Any member of the Board of Trustees who shall cease to hold bonded membership in the Club automatically shall cease to be a member of the Board of Trustees.
Section V: This Corporation shall operate on a fiscal year basis beginning January 1st of each year.
ARTICLE 4
BOARD OF TRUSTEES
Section I: Consistent with these By-laws the Board of Trustees shall:
a) Transact all Club business and make and amend rules for the regulation of the use of Club property. It may appoint and remove such officers, clerks, agents, servants or employees as it may deem necessary and may fix their duties and compensations.
b) Fine, impose and remit penalties for violations of these
By-laws and Rules of the Club.
c) Elect from the Board of Trustees such officers of the Club as these By-laws direct.
d) Constitute and appoint committees and define the powers and duties of the same.
Section II: If and when a majority of the Trustees consent in writing to any action to be taken by the Corporation, such action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Trustees.
Section III: Any officer or agent may be removed by the Board of Trustees by a majority vote whenever, in the judgment of the Board, the best interest of the Corporation will be served thereby.
Section IV: Any Trustee may be removed if good cause is shown by majority affirmative vote of all remaining Trustees. Any Trustee may be removed by a two-thirds vote of the entire membership at a special meeting called pursuant to these By-laws.
Section V: The President, the First Vice-President, the Second Vice-President, the Secretary, and the Treasurer shall constitute an Executive Committee who, to the extent authorized by resolution of the Board of Trustees, shall exercise the authority of the Board of Trustees in the management of the Corporation between meetings of the Board.
Section VI: All annual maintenance fees shall be waived for the nine Trustees during their terms in office in recognition of their extensive service to the Club. All Trustees and elected officers shall serve without compensation other than for reasonable and necessary expenses incurred in the business of the Corporation.
Section VII: The Board of Trustees shall cause the books of the Club to be audited annually by auditors selected by the Trustees, who shall neither be Trustees nor officers of the Club, and the report of the auditors shall be available to the members within 30 days after the audit, and a financial statement shall be made available upon request.
Section VIII:
a) The Board of Trustees shall meet at least once a month during the months of March, April, May, June, July, August, September and October and at such other times and intervals it may deem necessary.
b) Five (5) members of the Board shall constitute a quorum.
Section IX: Any employee of the Club shall not be eligible to be a member of the Board of Trustees.
ARTICLE 5
OFFICERS
Section 1: The officers of this Club shall be a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer, and if deemed necessary by the Board of Trustees, an Assistant Secretary and Assistant Treasurer. The officers, elected by the Board of Trustees from among its members, shall hold office until the end of the first meeting of the Board of Trustees following the Annual Meeting of the Club. The Assistant Secretary and the Assistant Treasurer shall by appointed by the Board of Trustees at its pleasure.
Section II: The President shall preside at the meetings of the Club and of the Board of Trustees. He/She shall be the administrator of the Club. He/She shall appoint, subject to confirmation of the Board of Trustees, all standing committees except as otherwise specified in these By-Laws, designating the chairman thereof, and all special committees as may be directed. He/She shall be, ex-officio, a member of all committees except the Nominating Committee.
Section III: The First Vice-President, in the absence or disability of the President, shall act in his/her stead. He/She shall be ex-officio, a member of all committees except the Nominating Committee.
Section IV: The Second Vice-President, in the absence or disability of the President and First Vice-President, shall act in his/her stead. He/She shall be ex-officio, a member of all committees except the Nominating Committee.
Section V: The Secretary shall attend all meetings of the members and the Board of Trustees, and the executive committee and shall preserve in books of the Corporation true minutes of the proceedings of all such meeting. He/She shall give all notices required by statute, By-Law or resolution. He/She shall perform such other duties as may be delegated to him/her by the Board of Trustees or by the executive committee.
Section VI: The Treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the Corporation full and accurate accounts of all receipts and disbursements; he/she shall deposit all monies, securities and other valuable effects, in the name of the Corporation, in such depositories as may be designated for that purpose by the Board of Trustees. 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 and Board of Trustees at the regular meetings of the Board, and whenever requested by them, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board he/she shall deliver to the President of the Corporation, and shall keep in force, a bond in form amount and with a surety of sureties satisfactory to the Board, conditioned for faithful performance of the duties of his/her office and for restoration to the Corporation. In case of his death, resignation, retirement, or removal from office, all books, papers, vouchers, money and property of whatever kind in his/her possession or under his/’her control belonging to the Corporation will be delivered to the President.
Section VII: The Assistant Secretary and the Assistant Treasurer shall perform such duties as may be assigned them by the Secretary or Treasurer, respectively, or by the Board of Trustees.
ARTICLE 6
MEMBERS
Section I: Membership in this Club shall consist of family units within which there shall be the following classes of members-
a) Regular voting
b) Non-voting
Section II: Regular Voting Member - All members of a bonded family, including unmarried children, shall have a combined single vote.
Section III: Non-Voting Member – All other members, excluding members of a bonded family, will be considered to be a non-voting member with one of the non-voting memberships subject to the limitations as defined in the Rules & Regulations. Non-voting membership types may be designated by the Board of Trustees. Non-voting members have use of the Club as designated by the Board of Trustees without voting privileges.
Section IV: Any member of the Club may withdraw at any time subject to the provisions of Article 9. There shall be no refund of the current year’s maintenance fees.
Section V
a) Any family membership or individual from a family may, for cause and after having been given an opportunity for a hearing before the Board of Trustees, be suspended from ten (10) days up to 12 months by two-thirds vote on the members of the Board of Trustees present at any meeting thereof or by a majority vote of the entire membership of the Board. A member family may, for cause and after having been given an opportunity for a hearing before the Board, be expelled from membership in the Club by a two-thirds vote of the entire membership of the Board. Suspended or expelled memberships have the right of appeal to the membership at the next annual meeting or a special meeting for that purpose requested from the Board by the disciplined party. The Board may call such a special meeting for the membership within two (2) weeks of the request, or address at the next scheduled Board meeting. A two-thirds vote of those memberships present at this meeting (normal quorum required) is required to countermand the Board decision. Cause for suspension or expulsion shall, in general, consist of, but not be limited to, violations of these By-Laws or of the rules of the Club or of unbecoming conduct in the opinion of the Board of Trustees.
b) The Board of Trustees may delegate to an authorized employee of the Club, the power to suspend pool privileges for the violation of Club Rules and Regulations provided such suspension does not exceed seven (7) days. A written communication of such suspension, containing reasons therefore, shall be submitted to the Board within twenty-four (24) hours.
Section VI:
a) All members of the Club shall be accorded the facilities of the Club subject to the Club Rules and Regulation which shall be posted at all times in a prominent place including the Club website.
b) A means of identification shall be prepared by a Club employee for the member’s entry to the Club facilities upon payment of the annual maintenance fee. The Board of Trustees will designate and approve the identification means.
c) The Board of Trustees for the good of the Club may extend the privileges of the Club to any person or persons.
d) The Board of Trustees shall by rule fix the terms and conditions upon which guests of members may use the facilities of the Club.
e) Any property of the Club broken or damaged by any member, or his guest, shall be promptly paid for by such member, or be subject to possible suspension or termination as determined by the Board of Trustees
f) The Club assumes no responsibility for the loss of or damage to the property of any member or guest.
g) The Club assumes no responsibility for any accident or injury to any person or his property.
h) The club shall carry adequate casualty and liability insurance as may be deemed proper by the Trustees.
Section VII: The number of Bonded memberships of the Club shall be limited to 285.
ARTICLE 7
EXECUTION OF INSTRUMENTS
Section I All checks, drafts, and orders for payment of money shall be signed in the name of the Corporation and shall be countersigned by such officers or agents as the Board of Trustees shall be from time to time designate for that purpose.
Section II: When the execution of any contract, conveyance, or other instrument has been authorized without specification of the executing officers, the President, or any Vice-President, and the Secretary may execute the same in the name and behalf of this Corporation. The Board of Trustees shall have power to designate the officers and agents who shall have the authority to execute any instrument in behalf of this Corporation.
Section III: The Board of Trustees shall have full power to borrow money not in excess of sixty-five thousand dollars ($65,000) whenever at the discretion of the Board of Trustees the exercise of said power is required in the general interest of the Corporation.
This borrowing power shall be in addition to and not limited by the provisions of Article 9, Membership Certificate, governing the issuing of Membership Certificates by the Corporation.
ARTICLE 8
MAINTENANCE FEES AND ASSESSMENTS
Section I:
a) The Board of Trustees shall have the power to establish annual maintenance fees, initiation fees, and late payment fees for each class of membership. The board shall also have the authority to establish fees and other charges for non-members, guests and other persons who may use the facilities of the corporation.
b) All Bonded member maintenance fees and resignations shall be due and payable by April 1st of each year. (Refer to Article 9, Section VI.) Whenever notice to members is required, the mailing of such notices to the last known address of the members shall constitute notice. It is the responsibility of the member to notify the Club of any address change. Failure to do so will not avoid related penalties and/or surcharges.
c) No maintenance fee or other membership payments thereof shall be refunded in the event that pool operations are required to be suspended for any reason for any period.
ARTICLE 9
MEMBERSHIP CERTIFICATE
Section I: The Corporation will be financed by the issuance of two hundred eighty-five (285) non-interest bearing membership certificates. The value of such membership certificates may be set by the Board of Trustees for the purpose of valuing the equity which each membership certificate holder has in the Corporation. The said stated value may, from time to time, be changed by the Board of Trustees, and either increased or decreased; but in no case shall such stated value be set lower than four hundred fifty dollars ($450).
Section II: Any person desiring to sell his membership certificate shall tender it to the Corporation for redemption at not more than book value. When the membership certificate is sold to a new member, the Corporation shall refund the original membership certificate holder the value of the bond. The bond shall be non-transferrable.
Section III: Mere ownership of a membership certificate shall not entitle a certificate holder to membership in the Corporation, and all memberships are subject to the requirements as set forth in the Certificate of Incorporation and other applicable parts of these By-Laws and Rules & Regulations. The holding of a membership certificate is not a condition precedent to membership in the Corporation.
Section IV: Membership certificates repurchased by the Club shall be paid for within fifteen (15) business days after reissuing of the membership certificate. All membership certificates must be repurchased and paid for in the chronological order in which they are tendered. All retired bonds must be resold prior to refund.
Section V: In the event of the dissolution of the Club in any manner or for any cause, and in no other event, upon the effective date of dissolution of the Club, membership certificates shall be a lien upon the proceeds of the sale of the property of the Club after the payment of all its just debts and obligations to the extent of the value of membership certificates as fixed by these By-Laws.
Section VI:
a) All maintenance fees shall be due by April 1st. Payments received after April 10th will be charged a late fee. Any certificate holder who has not resigned from the pool as per Article 9, Section II by April 1st shall be liable to a fifty dollar ($50) penalty deductible from the certificate refund and those not resigning by April 20th shall be subject to at least a one hundred dollar ($100) penalty and may be liable for the maintenance fee for that year. Exception for extenuating circumstances may be made at the discretion of the Board. Maintenance fee and resignation guideline notices will be mailed to members by March 1st of each year. (Ross to rewrite) – reference late fee schedule
b) Whenever notice to members is required, the mailing of such notices to the last address of the Membership Trustee Record of the members shall constitute notice. It is the responsibility of the member to notify the Club of any address change.
c) Payments not received after May 1st are subject to termination of membership as specified in the Rules & Regulations.
d) The Board of Trustees, at its discretion (subject to membership limitation as set forth in Article 6, Section VII), may reinstate any member upon request and repayment of all indebtedness to the Club.
Section VII: Upon cessation of membership for any cause all indebtedness owing to the Club by him shall be a lien upon and charged against his membership certificate, and the membership certificate may be taken over by the club to satisfy such indebtedness. In the event of the Club being unable to attain possession of the membership certificate, it may be canceled on the books of the Club, and a new membership certificate issued to place thereof to a newly elected member in payment by him to the Club of the then value of a membership certificate as fixed by these By-Laws. In case of the enforcement of a lien, as above herein provided, neither the signature of the holder nor the deliverer of the membership certificate shall be requisite to perfect the transfer to the Club, or to a new possessor, and the Treasurer of the Club is hereby authorized as the attorney of the holder of such membership certificate, to make such transfer. Every membership certificate issued is expressly subject to the provisions of this section.
Section VIII: Members shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by members of their family to whom the privileges of the Club shall have been extended, and for all liabilities imposed upon or incurred by guests introduced by them.
Section IX: All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State, and other Governmental bodies and agencies.
ARTICLE 10
MEETINGS
Section I:
a) The annual meeting of the Club shall be held at the end of the season each year, at such place and time as the Board of Trustees may determine.
b) The annual meeting shall be for the purpose of electing Trustees, presenting committee reports, and for the transaction of such other business as may be indicated in the notice or may be brought before it.
Section II: Special meetings of the Club may be called by the Board of Trustees. Also, upon written request of fifty (50) memberships to the Secretary, stating the purpose thereof, a special meeting shall be called by the Secretary within thirty (30) days.
Section III:
a) Notice of the annual meeting shall be given by mail to all Bonded members at least fifteen (15) days prior thereto. This notice shall include the names of all candidates.
b) Special meetings of the Club may be held on five days’ notice by mail to all Bonded memberships. This notice shall state the purpose for which the special meeting is called, and no other business shall be transacted thereat.
Section IV: Only Bonded members in good standing shall be entitled to vote at he meetings of the Club. Each family membership shall be entitled to one vote only. Any member may vote by absentee ballot if unable to attend the meeting in person. The absentee ballot must by presented to the Secretary or at the Club office prior to the start of the membership Bonded meeting. Voting may be by viva voca but twenty (20) members shall have the right to demand voting by roll call.
Section V: Twenty-five (25) memberships in good standing present in person shall constitute a quorum at all Club meetings.
Section VI: Whenever notice to members is required, the mailing of such notices to the last address of the Membership Trustee Record of the members shall constitute notice. It is the responsibility of the member to notify the Club of any address change.
ARTICLE 11
NOMINATIONS
Section I:
a) There shall be a Nominating Committee to be composed of five (5) members of the Club. Three (3) members shall be elected at the annual meeting of the Club; the other two (2) shall be elected by the Board of Trustees from among the Trustees whose term of office shall not expire at the next annual meeting of the Club. Should a Trustee vacancy occur prior to the end of a term, the Board may appoint a replacement.
b) The Nominating Committee shall nominate the candidates for the vacancies in the Board of Trustees to be filled at the annual meeting and three (3) candidates for the next year’s Nominating Committee; and shall report such nominations to the Secretary on or before the last Saturday in July.
Section II: Nominations may be made from the floor at the annual meeting to fill vacancies whenever candidates have not been nominated by the Nominating Committee.
ARTICLE 12
COMMITTEES
Section I:
a) The standing committees shall be Programs, Finance, Rules and Nominating.
b) The duties and powers assigned in these By-Laws to the standing committees shall be subject to the authority of the Board of Trustees.
Section II: The Program Committee shall prepare the program for major initiatives; and exercise supervision over the same.
Section III: The Finance Committee shall prepare the annual budget for submission to and approval by the Board of Trustees.
Section IV: The Rules Committee shall prepare rules of conduct in connection with the operations of the Club.
Section V: The Nominating Committee, in accordance with Article 12, Section I, shall nominate candidates for The Board of Trustees and for the Nominating Committee for the succeeding year.
ARTICLE 13
MISCELLANEOUS
Section I:
a) Each person who acts as a Trustee or officer of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by him in connection with the defense of action, suit, or proceeding in which he is made a party of by reason of his being or having been a Trustee or officer of the Club, except in those matters in which the Willows Swim Club shall bring action against the Trustee or officer.
Section II: Any question as to the meaning or proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Trustees.
Section III: These By-Laws may be amended by a two-thirds (2/3) vote of the total Bonded members in good standing present in person or represented by absentee ballot, where the particular By-Laws change published has not been amended at any meeting of the Club, provided at least five (5) days’ notice by mail of such amendment shall be given to each member.
Section IV: All meetings of the membership shall be conducted in accordance with Robert’s Rules of Order, Revised.
