NORMANDY PARK SWIMMING CLUB, Inc.
Bylaws (updated 4/2006)
Article I. Objective
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, together with such incidental objects as are appropriate in the conduct of its activities, in the State of Washington.
Article II. Board of Trustees
2.1 The Board of Trustees shall consist of not more than eleven members who must be in a member in good standing and remain so throughout their term. They shall be elected to serve a three-year term or until their successors have been elected and qualified. In the event of a vacancy on the Board, the Trustees shall have the power to fill each vacancy until the next annual meeting of the members. The Board of Trustees shall establish and maintain the Normandy Swimming Club, Inc. Policies & Procedures.
2.2 No member shall be elected to the Board of Trustees for more than two consecutive terms. A member who serves for two consecutive terms may not run for re-election for a period of one year.
2.3 Trustees who fail to complete their term shall not be eligible to run for the Board of Trustees for a period of five years.
2.4 If a trustee has failed to attend three regular, consecutive meetings of the board without being excused, said trustee shall be removed at any meeting of the board regularly called for that purpose, of which he or she has specific written notice, by a vote of a majority of the board. In addition any trustee may be removed at any annual meeting of the membership by a majority vote.
2.5 No trustee shall be paid for services or materials furnished to the Club, although trustees shall not be charged annual dues for the duration of their term.
Article III. Duties of the Board of Trustees
3.1 They shall at their first meeting after the Members Annual Meeting, elect from their members a President, Vice President/Secretary, Treasurer.
3.2 Elect members and accept resignations of members
3.3 Create such committees other than standing committees, as they deem necessary.
3.4 Designate depository banks and execute such instruments as are required by the banks, provided, however, that at least two officers must sign all checks or other instruments for the payment of moneys.
3.5 Cause the books of account to be examined annually by an independent auditor whose report shall be available to the membership.
3.6 They shall not have the power to borrow or pledge the credit of the Club without the approval of 2/3 of the members at a meeting held for that purpose.
Article IV. Power of the Board
4.1 The Board of Trustees is empowered to establish the terms of employment for employees, set Policies and Procedures, oversee the daily operation of the Club and to approve expenditures and to establish and collect dues.
4.2 Whenever possible the Club shall operate without debt. A simple majority of the Board is not allowed to authorize the addition of debt, including credit-card debt, exceeding 5% of the current assessed valuation of the Club without the approval of the Members at an Annual or Special Meeting. If 75% of the board declares a financial necessity or emergency to exist the Board may authorize the addition of short-term debt, not to exceed 180 days, not to exceed 10% of the current assessed valuation of the Club, including credit-card debt, without the approval of the Members at an Annual or Special Meeting.
4.3 The Board shall contract for fire, liability, and Officers and Directors insurance for the club as determined by the Policies and Procedures.
Article V. Powers reserved for the Members
5.1 The Full Members reserve the right to authorize the Board to issue debt against the Corporation. Uncollateralized debt authority shall require a majority approval at a Special or Annual Meeting with a quorum of 30% of the Full Members in good standing, proxies included. Collateralized debt authority shall require a 2/3 approval of the Full Members at a Special or Annual Meeting with a quorum of 30% of the Full Members in good standing, proxies included. The terms of the debt shall be established by the Board following the Club’s Policies and Procedures. No real property owned by the Club may be sold without a 2/3 vote of the Members at the Annual Meeting or a Special Meeting called for that Purpose. Votes authorizing the sale of real property shall be by written ballot and must be signed by the Member, or proxy. Votes shall be tallied by a special committee of three Members established by the President and shall include oversight legal advisor to the Club chosen by the Board per the Club’s Policies and Procedures.
Article VI. Officers
The Officers shall consist of the following:
6.1 President: Shall preside at all meetings of the members and of the board; shall be the administrative officer and appoint all committee members, subject to the approval of the board, and be an ex-officio member of all committees.
6.2 Vice President/Secretary: Shall serve in the absence or disability of the President, and during such time shall have all the President’s duties and powers. He/She shall be an ex-officio member of all committees. Shall maintain and publish the “Policies & Procedures” and “Bylaws” annually, keep the minutes, attend to the correspondence, send out all notices and perform such other duties as determined by the board
6.3 Treasurer: shall have charge of the monies and book of account, shall authorize payments of all bills and perform such duties as fixed by the Board. The Treasure, shall prepare the annual budget for the Board and supervise all financial transactions. The Treasurer shall cause the accounts to be audited annually and report the results of said audit to the Board of Trustees. The Treasurer shall propose an annual budget, including specific committees budgets. Said annual budget should be presented to the General Membership at the Annual Meeting.
6.4 Concessions Coordinator: Shall prepare information to promote pool activities and prepare concessions for each pool season. This Committee shall consist of two trustee positions. The Committee shall propose an annual budget and submit said budget to the Treasurer prior to the General Members Annual Meeting.
6.5 Membership Coordinator: Shall promote the pool and sell memberships and maintain the directory. Membership Coordinator shall propose an annual budget and submit said budget to the Treasurer prior to the General Members Annual Meeting.
6.6 Swim Team Coordinator: Shall coordinate and administrate the swim team and meets. Teams shall be run according to the league rules as are applicable. Swim Team coordinator hires swim coaches, upon approval of the board. Swim Team Coordinators shall propose an annual budget and submit said budget to the Treasurer prior to the General Members Annual Meeting.
6.7 Facilities Coordinator: Shall consist of the operation and maintenance of the physical properties and the preparation of rules of health and good conduct in the connection with the operation of the pool and property of the club as well as enforcement of the same. Shall tend to renovations of the Club, grounds and facilities.
6.8 Dive Team Coordinator: Shall coordinate and administrate the Dive Team and Meets. Teams shall be run according to the league rules as are applicable. Dive Team Coordinator hires Dive coaches, upon approval of the board. Dive Team Coordinator shall propose an annual budget and submit said budget to the Treasurer prior to the General Members Annual Meeting.
Article VII. Membership
Regular Membership: Active members shall be those whose membership application has been reviewed and approved by the Membership Coordinator or another member of the Board of Trustees and who have then purchased a membership or had a transfer of membership approved through the Membership Coordinator and have paid current dues.
7.1 Membership transferals are only permitted when a member wishes to sell a home and Normandy Park Swim Club membership in one transaction to the same single family.
7.2 Members are up to two adults, children and step-children living together in common or children in a shared custody agreement with either of the two adult members who are the signatories on the NPSC membership agreement. The non-custodial parent may use the pool when with the children. Documentation of the custody agreement may be requested by the membership coordinator.
7.3 Children of members in good standing may continue to use the pool as long as they remain the financial dependents of their parents.
7.4 If, at some time following the completion of the original membership agreement, two members are no longer living in common they may each retain membership privileges until such time as one remarries. At such time an additional membership must be purchased, if available; if not available one may be rented, if available.
1. When regular memberships are not available for purchase the Club may rent memberships for an amount determined by the Board each spring, but at least equal to the annual member dues, to persons on the waiting list.
1. Member of the club in good standing at least 10 years
2. No children living at home under the age of 18.
Requirements to become a Lifetime Associate Member:
Member becomes a Lifetime Associate member with no annual dues or assessments, board duties or voting rights by:
1. Selling memberships through regular process.
2. Buying back into club for twice the amount of current dues and receive a nonrefundable membership.
Article VIII. Membership Privileges
8.1 All members shall be accorded equal privileges in the facilities and be subject to the same rules and regulations in the use thereof, which shall be available on the Club premises.
8.2 The Treasurer shall maintain a list of the active members in good standing.
8.3 Members are responsible for any damage they or their guests cause to the property and are subject to loss of use of the property until such time as the property broken or damaged by a member or guest has been compensated for.
8.4. The Club shall not be responsible to any member or guest for loss of property or damage to property.
Article IX. Dues and Fees
9.1 Dues shall be sufficient to provide for the expenses of operation, maintenance and improvement of the property as specified by the Board of Trustees.
9.2 Any member delinquent in the payment of dues or other indebtedness to the Club may be suspended from membership by the board, in which case the Membership Coordinator shall immediately notify them.
9.3 A member is obligated to continue paying all dues and fees until the membership is sold. Dues may be prorated if sold during a swim season.
Article X. Members’ Meetings
10.1 At such time as shall be held on the first Thursday of November of each year, the Club shall hold its annual membership meeting for the purpose of electing trustees, examining the reports of officers, approving the budget and the dues for the next calendar year, and for such other business as may properly come before it.
10.2 Special meeting of the membership shall be called by the President of the Board of Trustees upon 3 days notice, as it shall determine. Special meetings may also be called upon the request, in writing, of 25 members filed with the Secretary, who shall call said meeting within 30 days after the time of filing the request.
10.3 Notice of annual meetings shall be mailed to the members at least 15 days prior to the date thereof. The notice shall include: The Purpose, Date, Time and Location. Notices shall be sent to the last known address of the members.
10.4 Each family shall be entitled to one vote on all matters, proxies are allowed.
10.5 At general membership meetings only active members in good standing shall be allowed to vote and attend. A member whose dues or other outstanding indebtedness is not considered to be in good standing.
10.6 The President with the approval of the meeting shall determine the form of voting, except, however, a minimum of ten members may at any time demand a roll call.
10.7 A quorum shall consist of the number of active members present, including proxies when the President calls the meeting to order.
Article XI. Board Meetings
11.1 Special meetings shall be held upon call of the President, or upon the request of two Board members, filed with the Secretary, who shall call the meeting promptly thereafter.
11.2 Notice of meetings may be given in any way fixed by the board, including telephone, e-mail or US mail. Regular meetings will be held every month, except when there is a conflict. In the event of a conflict the meeting will be re-scheduled.
11.3 Six members shall constitute a quorum at any meeting.
11.4 All board meetings are to be open to the members. The board may adjourn to an executive session, however as deemed prudent when discussing delicate matters (i.e. Salaries, employment issues.)
Article XII. Procedures for Amending the Bylaws
12.1 Proposed amendments to these Bylaws may be submitted in writing to the Secretary of the Board by any member of the Club. The Secretary shall promptly notify all Trustees.
12.2 Amendments to these Bylaws shall be made at any annual members meeting, or any special meeting of the Club called for that purpose by a 2/3 vote of the members present, including proxies.
12.3 Any proposed amendment must be submitted to and approved by the Club Board of Trustees at least 30 days in advance of any annual or special meeting. Even if not approved by the Board of Trustees, a proposed amendment must be presented at the annual members meeting or special meeting of the membership if requested in writing by ten active members of the Club. A copy of the proposed amendment shall be sent to each club member at least 5 days in advance of the meeting at which any amendment is to be submitted to a vote.
Article XIII. Indemnification of Trustees and Officers
13.1 Every trustee and officer, of the corporation shall be indemnified by the corporation
against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed on him or her in connection with any proceedings to which he or she may be made a party, or in which he or she may become involved by reason of his or her doing or having been a trustee or officer, of the corporation, or any settlement, thereof made with court approval, whether or not he or she is a trustee or officer, at the time such expenses are incurred, except in such cases where in he or she is adjudged to be liable for gross negligence or misconduct in the performance of his or her duties