ARTICLE I - NAME
The name of the corporation shall be the Watermont Swim Club, Inc., hereinafter referred to as the club.
ARTICLE II - PURPOSE
The purpose for which this non-profit corporation is formed and the business objectives to be carried on and promoted by it are to organize and operate a club exclusively for the pleasure and general welfare of the membership and to provide an area for recreation, a swimming pool, and such other incidental objects as are appropriate in the conduct of its activities in the area proximate to the Junction of Waterloo and Montgomery roads.
ARTICLE III - GOVERNMENT
Section-1. The club shall be managed by a Board of Directors, fourteen in number and with up to four alternates, including the five Officers (as set forth in Section-2 of this article) and the previous year's President, all of whom must be members in good standing. A member in good standing is defined as an adult member who is not delinquent in his/her dues and has paid full membership fees, and who is not under suspension.
Section-2. The Officers of the club shall be a President, Vice-president, Executive Secretary, Treasurer, and Assistant Treasurer. Such Officers shall be elected by written ballot at the annual meeting of the club, for a period of one year, beginning the first day of September or until their successors are chosen.
Section-3. At the annual meeting of the club, eight Directors and up to four alternates shall be elected from among the active members for a term of one year.
Section-4. An Officer's or Director's term of office shall cease when he/she ceases to be a member of the club in good standing or fails to discharge his/her duties as specified in Section 6.
Section-5. The Board of Directors shall fill any vacancy in the Board, including those of officers, by majority vote of the remaining directors, with the exception of the office of President, which shall be filled by the Vice-president.
Section-6. If an Officer or Director fails to attend three consecutive regular meetings of the Board of Directors, or otherwise fails to discharge his/her duties or obligations to the club, he/she may be removed by a two-thirds vote of the Board of Directors and the vacancy shall be filled as provided in Section-5 of this article.
ARTICLE IV - BOARD OF DIRECTORS
Section- 1. The Board of Directors shall:
| a) | Transact all corporate business, including those pertaining to construction of facilities, and approve the use of corporate property in accordance with the rules established b the Board of Directors. |
| b) | Approve applications for membership by majority vote. | |
| c) | Select the depository for corporate funds. | |
| d) | Provide for an annual audit. | |
| e) | Approve all corporate expenditures for renovations/repairs that are in excess of $200 b a two-thirds majority vote of the board. Except in cases of emergency pool repair that would prevent the normal and safe operation of the pool. In these emergency situations, corporate expenditures can be allocated with the approval of a two-thirds majority vote of the Officers of the Board of Directors. The full Board of Directors shall be notified of any approval of emergency corporate expenditures within one (1) week of such approval. | |
| f) | Serve on at least one committee as described in ARTICLE VI. |
Section-2. Nothing in these by-laws shall be construed to permit the Board of Directors to borrow or pledge the credit of the club without the specific approval of a majority of the membership present and voting.
Section-3. The Board of Directors shall meet monthly, excluding December, and at other such times as they may deem necessary. The President may call a special meeting of the Board of Directors at any time or shall do so on the written request of any three Directors.
Section-4. At a regular meeting of the Board of Directors, six members of the Board shall constitute a quorum. At any special meeting of the Board of Directors, a quorum shall consist of those members present, provided notice shall have been given to members of the board prior to such meeting.
ARTICLE V - OFFICERS
Section-1. The President shall be a member of the Board of Directors. He/she shall preside at the meeting of the club and of the Board of Directors. He/she shall be the administrative officer of the club and shall be responsible for the general management and direction of the activities of the club. He/she shall appoint all standing and operating committees, designating the chairman thereof. He/she shall be, ex officio, a member of all committees.
Section-2. The Vice-President shall be a member of the Board of Directors. He/she shall have and exercise all the powers, authority and duties of the President during any absence of the President. He/she shall also act as assistant to the president and perform such other functions as he/she may be directed to perform b the Board of Directors.
Section-3. The Treasurer shall be a member of the Board of Directors and a member of the Finance Committee. He/she shall have custody of all funds, securities and other assets of the club. He/she shall prepare and submit to the Board of Directors, monthly finance reports. He/she shall perform such other duties pertaining to his/her office as may be directed by the Board of Directors.
Section-4. The Assistant Treasurer shall be a member of the Board of Directors and a member of the Finance Committee. He/she shall prepare and maintain the membership log, and accounts receivable records. He/she shall collect all fees and dues. He/she shall perform such other duties pertaining to his/her office as may be directed by the Board of Directors.
Section-5. The Executive Secretary, shall be a member of the Board of Directors. He/she shall prepare and maintain full minutes of all meetings of the club. During the time of the year that the club is open to members, the Executive Secretary shall post approved minutes of board meetings in the clubhouse. He/she shall be responsible for preparation of all correspondence of the club. He/she shall perform such other duties pertaining to his/her office as may be directed by the Board of Directors.
ARTICLE VI - COMMITTEES
Section-1. Standing committees with the following duties shall be appointed by the President to submit appropriate plans and recommendations to the Board of Directors and to carry out and administer the decisions of the Board of Directors. The membership in each committee will expire October 31st of each year.
Section-2. The Pool and Grounds Committee shall exercise supervision over the pool and grounds, and shall attend to the maintenance of the pool, buildings, operating equipment, and grounds. They shall prepare rules governing the use of grounds and facilities for approval by the Board of Directors. They shall recommend to the Board of Directors the hiring and termination of hired personnel.
Section-3. The Membership Committee shall screen all applications for membership and recommend acceptance or denial thereof to the Board of Directors. They shall also solicit membership from among the qualified residents of the area, and advise new residents of the purpose of the club, its functions and the methods of obtaining membership therein.
Section-4. The Finance Committee shall prepare the annual budget for submission to and approval by the Board of Directors and in cooperation with the Treasurer, advise the Board of Directors regarding the financial matters of the club.
Section-5. The Nominating Committee shall present a slate of nominees for election of officers for President, Vice President, Treasurer, Assistant Treasurer, Executive Secretary and members of the Board of Directors to the Board of Directors at least 60 days prior to the annual election. This committee shall present to the membership a list of nominees at least 30 days prior to the annual election.
Section-6. The President shall appoint such other standing committees as he/she may deem necessary or expedient.
ARTICLE VII - MEETINGS
Section- 1. The annual meeting of the members shall be held in August of each year. A general membership meeting shall be held in June of each year coincident with the annual opening of the club.
Section-2. At the annual meeting of the membership, ten (10) percent of the membership in good standing shall constitute a quorum.
Section-3. The budget meeting shall be held in January of each year to report on the club's financial and operating status for the previous year. The budget and plans for the coming year will be presented to the board for consideration in February and submitted for consideration of the members at the general meeting in June.
Section-4. A special meeting of the membership must be called by the President within fifteen (15) days of the receipt of a written request of ten (10) percent or more of the membership.
ARTICLE VIII - MEMBERS
Section- 1. Types of membership which may be issued to utilize the facilities of the club upon payment of membership fees and dues fixed by the Board of Directors are as follows:
| a) | Family Membership - One membership issued to one adult member of each family unit. A family unit is defined as all persons of the same immediate family permanently residing in the household. | |||||||||
| b) | Single Membership - One membership issued to a single person, eighteen (18) years of age or older, which person is entitled to be accompanied by one guest without the usual guest fee charges. | ||||||||||
| c) | Temporary Membership - Membership status granted for only an annual fee that is set b the board of directors (no bond purchase is required). With this membership, access to the pool is granted for one season. Temporary memberships may not be renewed. If, at the end of the season, the temporary member purchases a bond for either the family or single membership, a credit will be made towards the purchase of that bond. Each year the board of directors will set: | ||||||||||
|
|||||||||||
| d) | Inactive Membership - Membership status granted to an existing member where. for a reduced annual fee set by the Board of Directors, the member remains in good standing but is not eligible to use the club facilities. Members may enter an Inactive membership for a term of one year that is renewable annually at the discretion of the Board of Directors. If the Board of Directors decides, for any reason, to terminate any Inactive membership, the inactive member shall be notified in writing and given the opportunity to present their case for reinstatement of their inactive status to the Board of Directors. A majority vote of two-thirds of the Board of Directors is required to renew an inactive membership. |
Section-2. Those cases not conforming to the membership classes defined above shall be decided upon by the Board of Directors.
Section-3. The Board of Directors shall vote upon application for admission to the club recommended by the Membership Committee at the first meeting after recommendation, and shall confer membership upon those applicants approved by two-thirds vote of the Board of Directors. Section-4. The total number of available memberships shall be determined by a two-thirds majority vote of the Board of Directors however, the number of available memberships will not exceed 350.
Section-5. All memberships on record as of October 31, 1965 shall be known as charter members. Memberships accepted thereafter shall be subject to an initiation fee as set forth by the Board of Directors.
Section-6. Memberships are transferable subject to the approval of the Board of Directors. Members who wish to withdraw may do so subject to the provisions set forth in ARTICLE IX, Section 8.
Section-7. Voting privileges for members in good standing shall be one vote for each household of a family membership, or one vote for each single membership.
Section-8. Any members may for cause, and after having been given the opportunity for a hearing, be suspended for a period not exceeding three months or be expelled by a two-thirds vote of the entire Board of Directors providing written notice has been given the member at least 15 days prior to such a meeting or hearing. Cause for suspension or expulsion shall, in general, consist of violation of these by-laws or the rules of the club. In case of expulsion, the initial fee for membership will be refunded as provided in ARTICLE IX, and there shall be no refund of current years dues.
ARTICLE IX - DUES AND FEES
Section-1. Membership shares shall be issued for a fee as set by the Board of Directors. If, for any reason, membership is terminated, the refund shall not exceed the initial cost of said membership.
Section-2. Dues and fees shall be sufficient to provide for the necessary operating expenses of the club, the proper maintenance and improvement of the facilities and all other obligations. Annual dues and fees shall be determined by the Board of Directors.
Section-3. All annual dues, fees or other debts shall be paid prior to opening day of each season. Failure to pay dues or other debts by this date shall cause such person to be suspended until proof of full payment is received. Late charges, as set by the Board of Directors shall be assessed upon members for failure to pay dues and fees on time. A member may be reinstated by paying any outstanding debts. Any member wishing to become inactive (as defined in ARTICLE VII, Section-1) may do so by notifying the Board of Directors b May 15 and paying the inactive annual fee as set by the Board of Directors.
Section-4. Any member barred from the facilities of the club for any cause and who is indebted to the club shall have a lien charged against his/her membership and the membership may be retired by the club to liquidate such indebtedness.
Section-5. Members shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by guests sponsored by the member or a member of his/her household.
Section-6. No dues or part thereof shall be refunded in the event that pool operations and/or club facilities of the club are required to be suspended for any period.
Section-7. Any adjustment of annual dues for new membership during the swimming season will be at the discretion of the Board of Directors.
Section-8. Any member wishing to withdraw may do so. Refund of membership fees shall be made upon resale by club of said membership. Memberships shall be sold according to the order in which the requests for sale are received.
Section-9. Members wishing to transfer their membership to an immediate family member may do so upon written notice to and approval by the Board of Directors.
Section-10. At the discretion of the Board of Directors, the Officers shall be exempt from annual dues during their term of office. If an Officer fails to discharge the duties of his/her office during his/her term (as specified in ARTICLES IV and V) or fails to complete his/her term in office, he/she may be required to pay his/her full annual dues subject to a two-thirds vote of the rest of the Board of Directors.
ARTICLE X - GENERAL
Section- 1. At the annual budget meeting in January, the Directors shall deliver a financial and operating report of the immediate past year. The budget and plans for the coming year will be presented to the board for consideration in February and submitted for consideration of the members at the general meeting in June.
Section-2. These By-Laws may be amended by a two-thirds vote of the members in good standing present at a duly held meeting provided at least ten (10) days notice of such proposed amendment has been given by mail to each member prior to the meeting.
Section-3. The proceedings at any meeting shall be in accordance with ROBERT'S RULES OF ORDER, REVISED. Any procedural interpretation of ROBERT'S RULES OF ORDER shall be made by the President, whose interpretation shall be final.