Swim Club Bylaws

Currently under revision as of 4/12/21

 

HADDDONTOWNE SWIM CLUB, INC.

BY-LAWS

Last updated 7/27/18

 

ARTICLE I

 

NAME

Name:

The name of-the corporation is the Haddontowne Swim Club.

 

ARTICLE II

 

PURPOSE

 

SECTION 1

 

Purpose:

This organization, a non-profit corporation organized and existing under the laws of the State of New Jersey, is formed to promote, finance, construct, lease, own, operate and maintain a swimming pool and other recreational, educational, and social facilities together with such incidental objects as are appropriate in the conduct of its activities, in the Township of Cherry Hill, County of Camden, and State of New Jersey, for the exclusive use of members and their guests.

 

SECTION 2

Alcoholic Beverages:

The corporation shall not engage in the sale or handling of alcoholic beverages or liquors, malt beverages or other intoxicants. Neither shall any person be allowed on the premises of the corporation, nor permitted to use any of the facilities of the club, while in an intoxicated condition.

 

SECTION 3

Non-Political:

The corporation shall not actively or in any other way engage in any form of political activity nor shall it authorize, sponsor or in any other way lend its name to any political party nor to any political candidate for office nor shall officer, director or member of the corporation use the name of the Corporation directly or indirectly in connection with political activities or candidacy for political office. The corporation shall maintain an attitude of strict political neutrality.

 

ARTICLE III

 

BOARD OF DIRECTORS

 

SECTION 1

Government by Directors

The property and affairs of the corporation shall be managed by a Board of Directors and Officers with full power to carry out the objectives of the corporation as provided in these By-laws and as may be determined by resolution of the Board of Directors.

 

SECTION 2

Number of Directors:

  1. The Board of Directors shall consist of twelve (12) Directors, be elected as provided in these By-laws, from active members of the Corporation. The members of the Board of Directors as designated in the Articles of Incorporation and their successors and the Officers elected by them shall serve until the first Annual Meeting to be held in January, 1964.  The Corporation shall be managed by a Board of Directors (the “Board”), which shall be composed of not less than six (6) nor more than twelve (12) adult Club members in good standing

 

Fiscal Year:

  1. The fiscal year of the Corporation shall be October 1, until September 30, effective 196_. every calendar year.

 

Directors Terms of Office:

  1. The terms of office of the original members of the Board of Directors and their duly appointed Successors shall expire at the Annual Meeting of the following years, as follows:

 

Four (4) Directors until January 1966

Three (3) Directors until January 1965

Three (3) Directors until January 1964

 

At the first Annual Meeting in January 1964 and each annual meeting thereafter, Directors shall be elected to fill expired terms as indicated above, or until their successors have been elected and Qualified. Therefore, each Director shall serve for a term of three (3) years. At each annual meeting of members of the Corporation, vacancies created due to the expiration of a trustee's term, shall be filled by the process of election from among the individuals nominated, for a term of three (3) years or until their successors have been chosen.

 

Number of Terms:

  1. No member shall serve on the Board of Directors for more than two (2) consecutive terms, unless approved unanimously by the Board of Directors.

 

Original Directors:

  1. Original members of the Board of Directors as designated in the Articles of Incorporation are as follows:

Albert Slotkin                                        Andre Leeds

Malcolm Demurgian                               Victor Pachter

Michael Barbor                                      Jerry Lavinsky

Robert Daniels                                      Joseph Laukaitas

Walter Daniels                                       Arthur Steinberg

 

SECTION 3

Eligibility for Directors:

  1. Only adult, active members in good standing, (over 21 years of age), shall be eligible to serve as Directors.  Good standing requires that all dues are paid in full and the member is not under suspension.
  2. Only one Director per family is eligible to serve. 
  3. Any member of the Board of Directors, who shall cease to be a member of the Corporation, automatically shall cease to be a member of the Board of Directors.

 

SECTION 4

Nominations for Directors:

  1. Further Nominations may be made by any board member to the Board of Directors for approval by the Board of Directors.

 

Nomination by Petition:

  1. Nominations for the Office of Director may also be made by petition signed by at least thirty (30) active members entitled to vote and mailed to the Secretary not less than twenty (20) days before the date of the annual meeting. 
  2. The Board of Directors shall publish and/or post and/or distribute all nominations no less than ten (10) days prior to the annual meeting.

 

SECTION 6

Annual Directors Meetings:

  1. The Board of Directors shall hold meetings annually and special meetings at such other times as they may deem necessary.

 

Special Directors Meetings:

  1. Special meetings of the Board of Directors may be called by the President or in his absence, by the Vice-President; or upon written request of four (4) Directors to the Secretary stating the purpose of the meetings. A special meeting must then be called by the Secretary within seven (7) days after receipt of such notice.

 

SECTION 7

Notice of Directors Meetings:

 

  1. Written notice of the annual meeting of the Board of Directors shall be given to each Director at least five (5) days prior to the day named for the meeting. Special meetings may be called upon three (3) days notice in writing, signed by the party authorized to call the meeting, and indicate the time, date, and place of the meeting.
  2. Written notice of the Board of Directors meeting may be waived provided the Secretary of the Board certifies that all members were given either written or oral notice and a quorum of the directors present at the meeting so consent to such a waiver in writing.

 

SECTION 8

Quorum:

  1. A majority of the Directors in Office shall constitute a quorum for the transaction of business, and the acts of a majority of Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; provided, that if all the Directors shall consent in writing to any action: such action shall be as valid as though it had been authorized at a meeting of the Board of Directors.

 

  1. The Directors present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough Directors to leave less than a quorum except for a matter involving financial consideration of over five hundred dollars ($500.00), or revocation of a membership or member privileges for cause.

 

SECTION 9

Vacancies:

  1. Vacancies in the Board of Directors shall be filled by a majority vote of the remaining members of the Board, though less than a quorum, and each person so elected shall be a Director for the remaining unexpired term of the member whose vacancy he fills.
  2. Director may be removed from office for cause, by a vote two-thirds (2/3) of the Board of Directors after ten (10) days notice to the Director concerned to attend a hearing before the Board.

 

SECTION 10

  1. Intentionally Left Blank

 

SECTION 11 10

  1. In any fiscal year, a Director who fails to attend at least fifty percent (50%) of the meetings of the Board of Directors shall automatically cease to be a member of the Board of Directors. The vacancy shall be filled as prescribed in these By-Laws.

 

SECTION 12 11

  1. The President, or in his absence, the Vice-President, shall preside at all meetings of the Board of Directors. In the absence of both of these officers, the Directors shall elect a presiding Officer for such meeting.

 

SECTION 13 12

  1. The Secretary or in his absence, a Director appointed by the presiding officer, shall record minutes of all meetings of the Board of Directors.

 

SECTION 14 13

Consistent with these By-Laws, the Board of Directors shall also:

  1. Have the power to make or authorize all purchases necessary or desirable for the operation of the club. 
  2. Fix the classification and salary schedule of employees and authorize their employment or removal.

 

Rules and Regulations:

  1. Prescribe rules and regulations for the government and use of the corporation facilities, as may be required for in the best interest of the corporation.

 

Penalties:

  1. Fix, impose and remit penalties for violations of these By-Laws and Rules and Regulations of this corporation.

 

Annual Report:

  1. Prepare an Annual Report sh9win9 of the state of membership and finances, setting forth the transactions and summarizing important activities of the preceding fiscal year; cause the Annual Report to be read at the Annual Meeting; post two copies of said report in locker room or clubhouse; and to furnish a copy to any members on request.

 

Committees:

  1. Supervise all committees with power to direct their activities and to alter or amend any rules or regulations prescribed by any committee.

 

Annual Budget:

  1. Adopt an annual budget upon recommendation of the Finance Committee.

 

Guest Fees:

  1. Fix guest fees annually.

 

 

Officers:

  1. Elect officers from among members of the Board of Directors as specified in Article IV. Section 1 of these By-Laws.

 

Membership:

  1. Consider the recommendations of the membership committee, as prescribed in Article V. Section 5. Paragraph "B", with respect to applicants for membership in the corporation.  A majority vote of the Board of Directors is required to confer membership upon an applicant.

 

Membership Regulations:

  1. The Board of Directors may from time to time, make such other Rules and Regulations with respect to the means of determining the qualifications and desirability of admitting applicants to membership as may be deemed in the best interests of the corporation.

 

SECTION 15

Debt for Operation & Maintenance:

  1. The Board of Directors may borrow money for a term of not more than one year for the operation and maintenance of existing club facilities, secured by mortgage or other encumbrance upon corporation property or a note in an amount not to exceed fifty percent (50%) of the annual dues for the year in which the money is borrowed.

 

Debt for Major Additions:

  1. The. Board of Directors shall not alienate or mortgage any of the real property of the corporation for major additions without authority of the active members given by a majority vote of those entitled to vote at an annual or special meeting.

 

Debit for Initial Construction:

  1. None of the above provisions shall apply to any mortgage or other indebtedness deemed necessary by the Board of Directors to be incurred for the purpose of the initial construction of swimming pool and appurtenances and facilities.

 

SECTION 16

Insurance:

The Board of Directors shall secure for the protection of the club such public liability, property damage, and other forms of insurance as they may deem necessary.

 

SECTION 17

Compensation:

  1. Members of the Board of Directors shall serve without compensation.

 

  1. Each Director and Officer of the corporation shall be reimbursed by the corporation for proper expenses reasonably incurred by him in the discharge of proper function of the corporation.

 

SECTION 18

Bank Account:

  1. The Board of Directors shall designate the bank or banks in which funds of the club shall be deposited and determine the manner in which checks, drafts, and other instruments for the payment of funds of the corporation shall be executed.

 

SECTION 19

Director Liability:

  1. Each Director and Officer of the Corporation shall be indemnified by the Corporation against expenses reasonably incurred by him and/or damages imposed upon him in connection with the defense of, or as the result of any action legally taken or alleged to have been taken by him as a Director of the Corporation. This indemnification shall be effective in the case of any negligent action or omission on the behalf of the Board Members, but said INDEMNIFICATION shall not be effective in regard to any intentional or willful act resulting directly in any personal injury or property damage.

 

  1. The right of indemnification provided herein shall insure to each Director and Officer referred to in paragraph "a", whether or not he is such Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his death shall extend to his legal representatives.

 

SECTION 20

Interpretation of By-Laws:

  1. Any question as to the meaning for proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Directors.

 

SECTION 21

 

The Board of Directors, at its discretion, may extend the guest privileges of the club to any person or persons. 

 

  1. All guests and visitors must be registered and accompanied by the sponsoring member at all times. 
  2. An individual family, without a membership, is limited to 5 visits per season on a guest membership.

 

SECTION 22

The Board of Directors may authorize the Operating Committee to impose penalties on members for violations of Rules and Regulations as stated in Article V. Section 4, Paragraph "g" and "h". reserves the right to levy sanctions against any member and/or family member found to have violated any club rules or regulations. The severity of the sanctions is to be imposed progressively and may include suspension of club privileges without refund for any monies paid as indicated in the Rules and Regulations.

 

ARTICLE IV

 

OFFICERS

 

SECTION I

Officers:

  1. The Officers of the Corporation shall be President, Vice President, Treasurer and Secretary and other Officers or Agents as the Board of Directors shall provide for or designate.

 

Election of Officers:

  1. Officers of the Corporation shall be elected by a majority vote of "the Board of Directors from among members of the said Board of Directors.

 

 

Assistant Officers:

  1. The President may appoint such Assistant Officers as the needs of the Corporation may require. The Assistant Officers need not be members of the Board of Directors and shall serve only as required.

 

SECTION 2

Term of Officers:

The initial Officers of the Corporation and their successors shall serve until the first annual meeting of the membership of the Corporation. Thereafter, the Officers shall be elected at the Board of Directors meeting following the annual meeting of the Corporation which shall be held within fifteen (15) days after the annual meeting. The Board of Directors meeting for the election of officers shall be called by the retiring President, who shall act as temporary chairman until new officers are designated.

 

SECTION 3

 

Eligibility:

No Director may become President unless he has served at least one (1) full year as a Director of the Corporation.

 

SECTION 4

 

The Officers of the Board of Directors shall serve for a term of one (1) year or until their successors are elected and qualified.

 

SECTION 5

 

Vacancies:

The Board of Directors shall have full power to fill any vacancies in any office, and Officers so appointed shall serve until the next annual meeting, or until their successors are elected and qualified.

 

SECTION 6

 

President:

The President shall:

  1. Preside at meetings of the Board of Directors and membership.

 

  1. Be the Administrative Office of the club.

 

  1. Appoint all Standing Committees and all Special Committees as may be required.

 

  1. Be Ex-Officio member of all Committees.

 

  1. In conjunction with the Secretary, sign all contracts relating to the affairs of the Corporation.

 

  1. Perform all other acts properly belonging to his office, including executive supervision of all activities of the club and the employees thereof.

 

  1. In a budget approved by the Board of Directors, provided that all such expenditures shall be reported to the Board of Directors at the next meeting.

 

  1. Call Annual and Special meetings of the membership.

 

  1. Call Annual and Special meetings of the Board of Directors.

 

  1. At his discretion, extend the guest privileges of the club to any person or persons.

 

SECTION 7

 

Vice President:

  1. The Vice-President shall perform all the duties of the President in the event of his absence or disability.

 

  1. He shall be an Ex-Officio member of all committees.

 

  1. Perform such other duties as may be assigned by the President or Board of Directors.

 

SECTION 8

 

Secretary:

The Secretary [either personally or by delegation), shall:

 

  1. Make and keep minutes of all meetings of the Board of Directors and of the members and be prepared to present those minutes at the next or future meeting if required.

 

Call for Meetings:

  1. Issue calls for all meetings at the request of the President or Board of Directors or as otherwise prescribed in these By-Laws.

 

  1. Have custody of Corporate Seal.

 

  1. Attest the signature of Corporate Officers when required on contracts or other papers relating to the affairs of the corporation.

 

  1. Perform such other duties as may be appropriate to his office or may be required by the Board of Directors.

 

  1. Authorized to sign checks as prescribed in Article III, Section 21. Paragraph "b".

 

SECTION 9

 

Treasurer:

The Treasurer shall:

  1. Be responsible for the receipt of all monies due the Corporation and deposit same in banking institutions approved by the Directors, paying any service charges in such accounts as he may think proper.

 

  1. Make all disbursements on approved billings and vouchers.  Authorized to sign checks as prescribed in Article III, Section 21, Paragraph "b".

 

  1. Be responsible to make and keep records of all financial transactions of the corporation.

 

  1. Keep or cause to be kept, a Corporation Membership Book showing the names and addresses of all the holders of Membership Certificates in the Corporation, together with a complete record of payment or payments and the number and date of the certificates issued.

 

  1. Issue Membership Certificates to full paid members,

 

  1. Perform such other functions as may be appropriate to his office or required by the Board of Directors.

 

  1. Be bonded.

 

  1. Render monthly bills and statements for dues, guest fees, and other incurred changes, and maintain records accordingly.

 

ARTICLE V

 

COMMITTEES

 

SECTION 1

 

Standing Committees:

The Standing Committees of the Corporation shall be:

 

  1. Finance (b) Operation & Maintenance (c) Membership (d) Planning & Improvement (e) Executive (f) Nominating (g) Legal (h) Program (i) Swim Team (j) Newsletter (k) any other committee deemed necessary in the best interests of the Corporation, by the President or the Board of Directors.
  2. The Board of Directors shall have the ability to create, maintain and dissolve committees as needed. The President shall have the authority to appoint committee chairmen with the approval of the Board of Directors. Committee chairmen may report at the Board of Director meetings but shall not have voting privileges. The President shall be a member of all committees, except the Nominating Committee.
  3. Each Committee member may serve for a term of up to three (3) years which will expire at the Annual Meeting following three (3) years from initial appointment.

 

 

SECTION 2

 

Committee Chairman:

  1. A member of the Board of Directors, approved by the President, shall act as Chairman of each Standing Committee.

 

  1. The duties and powers assigned by these By-laws to the Standing Committees shall be subject to the authority of the Board of Directors.

 

  1. All Standing Committees must maintain minutes of their meetings, such minutes to be made available to the Board of Directors as required.

 

  1. All Committees shall perform such duties and functions as they shall be assigned from time to time by the President or Board of Directors.

 

  1. Committee Chairmen are encouraged to have representation on their committees from members of the corporation who are not Board members.

 

 

 

SECTION 3

 

Finance Committee:

The Finance Committee shall:

 

  1. Consist of a Chairman and at least two (2) active members of the Corporation. The Treasurer shall be a member of the Committee.

 

  1. Prepare financial studies on such projects as may be assigned to it by the Board of Directors and shall conduct all financial operations of the Corporation (Fundraising).

 

  1.  Prepare and submit to the Board of Directors by March 15th of each year an annual budget containing provisions for all anticipated expenditures of the Corporation for the current fiscal year, for approval.

 

 

 

SECTION 4

 

Operating and Maintenance Committee:

The Operations and Maintenance Committee shall:

 

  1. Consist of a Chairman and at least four" (4) active members of the Corporation.

 

Personnel:

  1. Employ and supervise qualified personnel required for the safe and proper conduct of activities and functions of the Corporation.

 

Maintenance:

  1. Be responsible for the condition and maintenance of mechanical equipment necessary to keep the pool and buildings and other facilities in proper operation for the safety and general welfare of the membership.

 

Estimates:

  1. Submit to the Board of Directors all estimates for repairs and maintenance of all mechanical equipment.

 

Rules & Regulations:

  1. Recommend to the Board of Directors all necessary Rules and Regulations of health, safety, good conduct of members and guests, for the operation of the pool and other recreational facilities.

 

Employee Complaints:

  1. Act on all complaints affecting employees.

 

Violations:

  1. Act on all violations of the rules of conduct in the use of the pool and recreational facilities, reporting all major violations to the Board of Directors, together with explanation of action recommended in each case.
  2. Act on violations of Rules and Regulations as authorized by the Board of Directors as stated in Article III I Section 25

 

Water Examination:

  1. Have a weekly bacteriological examination made by competent authority of the water in the pool and posting the results thereof on the pool bulletin board.
  2. Do all necessary things for the safe and proper maintenance and operation of corporation property, facilities and equipment.

 

Opening and Closing Pool:

  1. Be responsible for preparing the corporation property, pool and other facilities, for the seasonal opening day and for winterization after closing day.

 

SECTION 5

 

Membership Committee:

The Membership Committee shall:

  1. Consist of a Chainman and at least two (2) members of the Board of Directors, and as many active members of the Corporation as required.

 

 

 

Applicant Recommendation:

  1. Investigate and report to the Board of Directors upon the eligibility or desirability of applicants for membership, as stated in Article III, Section 14, Paragraphs "j" and "k".

 

Committee Meetings:

  1. Meet from time to time as may be deemed necessary to consider applications for membership in the Corporation.

 

  1. Perform such other functions concerning membership as may be assigned by the President or Board of Directors.

 

Waiting list:

  1. Maintain complete and accurate waiting list of membership applicants, specifically stating the order of priority as established by the Board of Directors or in these By-Laws.

 

SECTION 6

 

Planning and Improvement Committee:

The Planning and Improvement Committee shall:

 

  1. Consist of a Chairman and at least four (4) active members of the Corporation.

 

  1. Upon approval of an appropriation of money by the Board of Directors, the Committee is authorized to proceed with the execution of planned improvements and/or maintenance.

 

SECTION 7

 

Nominating Committee:

  1. The Nominating Committee shall consist of a Chairman and at least three (3) members of the Corporation.

 

 

SECTION 8

 

Legal Committee:

  1. The Legal Committee shall consist of a Chairman and at least two (2) members of the Corporation.

 

  1. The Legal Committee shall advise the Board of Directors on all matters of legal import concerning the Corporation and shall forward all papers obligatory to the Corporation before they are executed by the Corporation.

 

SECTION 9

 

Executive Committee:

  1. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and the Immediate Past President.

 

  1. The Executive Committee shall perform such duties as shall be assigned by the President or Board of Directors from time to time.

 

SECTION 10

 

Program Committee;

The Program Committee shall:

 

  1. Consist of a Chairman and at least three (3) active members of the Corporation.
  2. Prepare the program of athletic instruction and supervise same. 

 

 

  1. Prepare entertainment program and supervise same.

 

  1. Attend to the publicity associated with all of the affairs and activities of the Corporation.

 

  1. Assume such duties as shall be assigned by the President or Board of Directors.

 

  1. Prepare program or other recreational activity as required and supervise same.

 

SECTION 11

 

Swim Club Committee:

The Swim Club Committee shall:

 

  1. Consist of a Chairman and at least one (l) active member of the Corporation.

 

  1. Conduct all Swim Team activities.

 

SECTION 12

 

Newsletter Committee:

The Newsletter Committee shall:

  1. Consist of a Chairman and any other members as required.

 

  1. Prepare and distribute a periodic newsletter in regard to Club activities which should be distributed to the membership and to the adjoining neighborhood, if feasible.

SECTION 13

 

Other Committees:

There shall be other Committees appointed as required by the President or Board of Directors.

 

ARTICLE VI

 

MEMBERSHIP MEETINGS

 

SECTION 1

 

Annual Meetings:

The Annual Meeting of the Corporation shall be during the month of ____________.

 

SECTION 2

 

Failure to hold the Annual Meeting:

Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Corporation; but, if the Annual Meeting shall not be called and held within two (2) months after the designated time; any member may call such meeting.

 

SECTION 3

 

Purpose of Annual Meetings:

Annual Meetings shall be held for the purpose of:

 

  1. Reviewing Annual Report for previous year.

 

  1. Electing Directors.

 

  1. Presenting Committee Reports.

 

  1. Transaction of other business as may be indicated in the notice or that is brought before the membership by the President or Board of Directors.

 

SECTION 4

 

Call Annual Meetings:

  1. At the request of the President or Board of Directors, the Secretary will issue a call for the Annual Membership Meeting, with the proper notice being provided to the membership as specified in this Article and Section. Paragraph "b".

 

Notice of Annual Meeting:

  1. Written notice of every Annual Meeting of members shall be given to each member of record entitled to vote at the meeting, at least ten (10) days prior to the day named for the meeting unless a greater period of notice is required elsewhere in these By-Laws.

 

SECTION 5

 

Calling of Special Meetings:

  1. Special Meetings of the membership may be called at any time by the President or Board of Directors.

 

Notice of Special Meetings:

  1. At any time, upon written request of the President or Board of Directors, it shall be the duty of the Secretary to call a special Meeting of the Membership, not less than ten (10) days or more than thirty (30) days after receipt of such request. If the Secretary shall neglect or refuse to issue such a call, the President or Board of Directors shall do so.

 

Membership Request for Special Meeting:

  1. Upon written request of fifty (50) active voting members of the Corporation to the Secretary, stating the purpose therefore, a special meeting of the membership shall be called by the Secretary, not less than ten (10) days or more than thirty (30) days after receipt of such request.

 

Agenda for Special Meetings:

  1. The notice of special meetings shall contain the agenda of the meeting.

 

Time and Place:

  1. Special meetings of the Corporation membership shall be held at such time and place as may be designated in the call for the meeting.

 

Notice of Special Meeting:

  1. Written notice of every special meeting of members shall be given to each member of record entitled to vote at the meeting, at least five (5) days prior to the day named for the meeting, unless a greater period of notice is required elsewhere in these By-Laws.

 

SECTION 6

 

Adjourned Meetings:

When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or business to be transacted other than by announcement at the meeting at which such adjournment is taken.

 

SECTION 7

 

Voting Qualification:

The qualifications for voting at any meeting shall be set forth in Article VII of the By-Laws.

 

SECTION 8

 

Quorum:

  1. A quorum at any meeting of the membership shall consist of twenty-five (25) of such members entitled to vote at the meeting provided all active members have been notified as prescribed in Article VI, Section 4, Paragraph lib", for Annual Meetings, and Article VI, Section 5, Paragraph "f" for Special Meetings, of these By-Laws.

 

Quorum after Withdrawal:

  1. The active members entitled to vote, present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough active members entitled to vote so as to leave less than a quorum.

 

Organized Meetings:

  1. A duly called meeting shall not be organized for transaction of business unless a quorum is present.

 

Quorum not Present:

  1. If a meeting cannot be organized because a quorum has not attended, the Presiding Officer may, except as otherwise provided in these articles, adjourn the meeting to such a time and place as the Board of Directors may determine; but in the case of any meeting called for the election of Directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in these articles, shall nevertheless constitute a quorum for the purpose of electing Directors only.

 

  1. Members of record entitled to vote must cast their votes in person.  No member may vote by Proxy.

 

Voting Records:

  1. If at any meeting, the right of the person entitled to vote be challenged, the Presiding Officer shall require the membership books or records of the Corporation to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books of records to be active members, may vote.

 

ARTICLE VII

 

MEMBERSHIP

 

SECTION 1

 

Active Members:

The Haddontowne Swim Club Membership shall consist of Active member's as defined in Article VII, Section 9 of these By-Laws.

 

SECTION 2

 

Residence Area Eligibility:

Membership in the Corporation shall be open to and limited to individuals or families permanently residing in the Haddontowne, Brookfield, Glenview and Kresson Woods Developments, or from other areas as may be designated from time to time by the Board of Directors.

 

SECTION 3

 

Number of Members: 

The Corporation membership shall be limited to a total of Three Hundred (300) memberships of all classes as defined in these By-Laws.

 

 

SECTION 4

 

Class of Membership:

The Corporation membership shall consist of Charter, Class A, Class B, and Class C members as defined herein.  Class B, and Class C members defined

 

SECTION 5

Charter Members:

  1. Charter members shall be those Membership Certificate holders who submitted an application together with a Fifty Dollar ($50.00) deposit and whose Membership Certificate was fully pad for prior to March 24, 1963. 

 

Number of Charter Members:

  1. Charter membership as defined above is limited to One Hundred (100) members.

 

Membership Fee:

  1. Membership fee for Charter Members shall be Three Hundred and Fifty Dollars ($350.00).

 

Depreciation:

  1. Charter Members shall be entitled to a full return of their membership fee, less any financial obligations to the Corporation, upon their withdrawal from the Corporation as established elsewhere in these By-Laws.  A written request for refund must be made to the Board of Directors within ten (10) business days of written notice of withdrawal.

 

Voting Rights:

  • Charter members shall have full voting rights at Membership Meetings as defined in Article VII, Section 9 and elsewhere in these By-Laws.
  •  

 

Director Eligibility:

  • Charter Members shall be eligible to serve as Directors of the Corporation as established in Article III of these By-Laws.

 

SECTION 6

 

Class A and Class C Members:

  1. Class A and Class C membership shall be limited to that group of applicants elected to membership in the corporation, to replace either: retiring Charter members, without assuming Charter Membership privileges; or retiring Class A or retiring Class C members; or to bring the corporation membership up to its full quota, as prescribed in these By-laws.

 

Number of Class B Members:

  1. The total of Charter, Class A. and Class C memberships shall not exceed Three Hundred (300) members except as specified in Article VII, Section 13, Paragraph "a" of these By-Laws.

 

Membership Fee Class A:

  1. Class A Membership Certificates Fee shall not be less than Three Hundred and Fifty Dollars ($350.00) and may be increased as required, at the discretion of the Board of Directors.

 

Depreciation Class A:

  1. The Class A membership Certificate fee as defined in Paragraph "c", this section, shall be depreciated at a dollar rate to be established by the Board of Directors. This established rate of depreciation shall only apply for the first two (2) years of membership in the Corporation, of a Certificate holder.by Two Hundred Dollars ($200.00) the first year and One Hundred and Fifty Dollars ($150.00) the second year.

 

Membership Fee Class C:

  1. Class C membership certificate fee shall not be less than One Hundred Fifty Dollars ($150.00) and may be increased as required, at the discretion of the Board of Directors.

 

Depreciation Class C:

  1. Class C membership fees as defined in Paragraph "e", this Section, shall be depreciated by One Hundred Fifty Dollars ($150.00) upon issuance of the certificate.

 

  1. Class A and Class C members shall have full voting rights at membership meetings as defined in Article VII. Section 9, and elsewhere in these By-Laws.

 

  1. Class A and Class -: members shall be eligible to serve as Directors of the Corporation as established in Article III of these 8y-Laws.

 

SECTION 7

 

Class B members:

  1. Class B Members, also known as Associate Members, shall be those elected to Annual membership and who may replace any retiring Charter or Class A member who has become or is declared inactive. Class B members shall be entitled to Corporation privileges as an Associate Member, only for the current year in which elected and shall have no priority rights to annual membership or permanent membership in subsequent year or years.

 

Number of Class B Members:

  1. The number of Class B Members shall be established annually by the Board of Directors, but in no case shall a Class B be issued if the total number of all active membership in the Corporation exceeds Three Hundred (300) members.

 

Class B Annual Fee:

  1. Class B members Annual Fee shall be set annually by the Board of Directors.

 

Voting Rights:

  1. Class B Members are to have NO voting rights at meetings of the membership.

 

Director Eligibility:

  1. Class B Members are ineligible to serve as Directors of the Corporation.  There shall be NO Class B members elected to membership in the Corporation for the first calendar year of operation.  Thereafter, election of Class B Members to Corporation Membership shall be at the discretion of the Board of Directors.

 

SECTION 8

 

Active Member Definition:

  1. An active member is defined as an individual or a family group who has been elected to membership in the Corporation by the Board of Directors, and has fully paid for his Membership Certificate, dues for the current year and any other financial obligations to the Corporation.

 

Voting Rights:

  1. Each Active Member shall be entitled to one (1) vote at membership meetings regardless of membership class.

 

Proxy Vote:

Each Active Member must cast his vote in person. No proxy votes shall be accepted.

 

SECTION 9

Family Group:

For purpose of these By-Laws, a family group shall be defined as a single person, or husband and/or wife and children whose permanent residence is in the same dwelling, except that the Board of Directors may in specific instances include in the family group other individuals or families whose permanent residence is in the same house. The status of the individual or family in question shall be as established by the Board of Directors after a review by the Membership Committee.

 

SECTION 10

 

Reinstatement Inactive Member:

  1. No member who has been declared inactive shall have the right to apply for reinstatement as an active member until after the end of the Fiscal Year in which he was declared inactive, or as authorized by the Board of Directors.

 

  1. Applications for reinstatement of a member declared inactive must be accompanied by payment of all dues and all other financial obligations due the Club, together with a reinstatement fee to be fixed annually by the Board of Directors.

 

Excused Inactive Status:

  1. The Board of Directors may permit a member to become inactive for the current year for valid reasons. No request to become inactive shall be considered unless written application therefore be made to the Board of Directors on or before May 1 of the current year. A fee for inactive membership status will be established by the Board of Directors.  No reinstatement fee will be required for reinstatement of a member so allowed to become inactive.

 

SECTION 11

 

Non- Payment Inactive Status:

  1. Any member whose current dues and all other financial obligations to the Club are not in full as established in Article VII, Section 11, may be declared inactive by the Board of Directors and the vacancy in the active membership may, be filled by the election of a Class B Member as provided in these By-Laws.

 

Annual Dues:

  1. The dues of the membership shall be set annually by the Board of Directors.

 

Date of Dues Payment:

  1. Dues and other financial obligations to the Corporation shall be payable on a date to be determined annually by the Board of Directors. Unpaid dues shall constitute a financial obligation to the Corporation.

 

Dues Bills:

  1. Bills for dues shall be mailed to the membership by the Treasurer at the addresses on file with the Corporation, not less than fifteen (15) days prior to dues date, except for the first season of operation.

 

SECTION 12

 

Member Suspension:

  1. Any member may be suspended from the Corporation membership by the Board of Directors, for the infraction of any By-Laws or Rules and Regulations, or for any act of conduct which is disorderly or injurious to the interests of, or hostile to the objectives of the Corporation.  An affirmative vote of the majority of the total members of the Board of Directors shall be necessary for suspension.

 

Member Expulsion:

  1. Any member may be expelled from membership by the Board of Director's for the infraction of the Articles of incorporation, By-Laws and Rules and Regulations, or for any act of conduct which is injurious to the best interests of, or hostile to the objectives of the Corporation, or for proper cause, without liability or an accounting; provided that when such action is contemplated, the offending member shall be given notice in writing which shall state the charges against such members, and shall state the date, time and place of the meeting of the Board of Directors, at which time a hearing on said charges shall be heard. Said notice shall be mailed by certified mail to the member at his address on file with the Corporation at least ten (10) days in advance of the date fixed for the hearing. The said member shall have the right to be represented by Counsel and to testify at said hearing and to offer witnesses and other evidence in his behalf and to cross examine witnesses offered in support of the charges.  All witnesses at said hearing shall testify under oath. An affirmative vote of eight (8) a majority  members of the total membership of the Board of Directors shall be necessary for conviction. Upon conviction, the member may be expelled, or at the discretion of the Board of Directors suspension from membership imposed, without refund.

 

Return of Membership Fee:

  1. Any member expelled from the Corporation shall have his Membership Certificate Fee, less any financial obligations to the Corporation, returned to him in accordance with procedures established in these By-Laws.

 

SECTION 13

 

Haddontowne Residents:

In view of the support and assistance rendered by Haddontowne, Incorporated, including donation of the land occupied by the Haddontowne Swim Club, Incorporated, the following is established:

 

 

New Home Purchasers:

  1. Purchasers of new homes from Haddontowne, Incorporated, in the area now known as the Haddontowne Development, shall become immediately eligible for election to membership in the Corporation, provided these applicants meet other qualifications for membership as prescribed in Article III, Section 14, Paragraphs "j" and "k" or elsewhere 1n these By-Laws.

 

Existing Home Purchasers:

  1. Purchasers of existing homes from members in good standing in the Corporation may become eligible for membership in the Corporation on a priority basis as established in Article VII. Section 2, and Article VIII, Section 2a provided these applicants meet the other qualifications for membership as prescribed in Article [II. Section 14, Paragraphs "j" and "k" or elsewhere in these By-Laws.

 

ARTICLE VIII

 

MEMBERSHIP CERTIFICATES

 

SECTION 1

 

  1. The Haddontowne Swim Club, Incorporated, is authorized to issue Membership Certificates to each active member as defined herein. The said Membership Certificates are non-negotiable, non-profit sharing, non-interest bearing, and shall not release the holder or holders thereof from payment of dues and fees for club privileges.

 

  1. In conformance with the Corporation, law of the State of New Jersey, there shall be printed in clear type upon the face of each such certificate, a statement that the Corporation is a non-profit Corporation.

 

SECTION 2

 

Membership Certificates shall be transferable between husband and wife, and shall not (be transferable by assignment or sale, except as between husband and wife. Nor shall they) by transferable by gift or bequest or otherwise upon the death of the holder thereof; provided, however, that where a husband and wife were approved as a family group and the original Membership Certificate was issued in the name of only one of them, the Board of Directors may on application of the survivor, amend the existing-certificate to name the survivor as the holder thereof.

 

  1. Only Charter and Class A membership certificates shall be transferable between "a member and the purchaser of member's residence upon application to and acceptance by the Board of Directors. Applicants for transfer based on this section must submit an application form accompanied by a transfer fee fixed annually by the Board of Directors. In the event the application is not accepted by the Board of Directors, the said transfer fee shall be returned in full to the applicant.

 

SECTION 3

 

In the event that any member holding a Membership Certificate shall die, resign, or be removed from membership, the Corporation shall repurchase or cancel such certificate by the repayment of the fee paid therefore, less any and all subscriptions, dues and depreciation or withdrawal fees as provided in these By-Laws, and other charges then owing by the holder or former holder thereof and by any members of the family group in accordance with the following:

 

  1. The Corporation may repurchase Membership Certificates when there are at least One Hundred and Fifty (150) (Eighty-two (82)) active Membership Certificate holders in the Corporation. The maximum number of certificates which may be repurchased in any year is equal to the number of new members in that calendar year.

 

  1. Active Membership is as defined in Article VII, Section 8 "a” and the Treasurer shall maintain an up-to-date list.

 

  1. New member for the purposes of this Section shall be any applicant accepted for Class A Membership who is fully paid to date according to the provisions of the Option under which he purchased his certificate.

 

SECTION 4

The Corporation shall be notified in writing of the intent to terminate the Membership Certificate. These letters will be filed in the order received (by date) and acted upon in the order of receipt: Unless a written notification of termination

is received by the Secretary of the Corporation Board of Directors, the member shall be obligated to pay any and all assessments and dues. If notification is received before May 1, (one), the member will not be obligated for any additional assessments or dues for the next and succeeding seasons. As provided for in these By-Laws, any and all financial obligations to the Corporation shall be deducted from the Membership Certificates.

 

ARTICLE IX

 

AMENDMENTS

 

SECTION 1

 

  1. Amendments to these By-laws or to any portion thereof, may be made at an annual meeting or at any other special meeting of the membership by a two-thirds (2/3) vote of the active members present at such a meeting, provided that the proposed amendment or amendments shall have been previously approved by the Board of Directors

 

  1. The membership at large may call for a vote on an amendment to the By-Laws through a petition in writing to the Secretary of the Corporation which is signed by at least fifty (50) of the active members. The Board of Directors shall be required within thirty (30) days after receipt of said petition to set a time and place for a meeting to consider the proposed amendment. Notice of proposed amendment must be provided each active member at least ten (10) days before any meeting at which such amendment is to be presented.

 

ARTICLE X

 

DISSOLUTION OF THE CORPORATION

 

SECTION 1

In the event of dissolution or liquidation of the Corporation, after payment of all debts and liquidation of all liabilities, the assets of the Corporation shall be disposed of as follows:

  1. There shall be a distribution thereof among holders of Membership Certificates at the time of dissolution up to the extent of the holders membership fee, less depreciation and debts due the Corporation and such certificates shall thereupon be assigned to the Corporation and cancelled.

 

  1. Assets remaining after retirement of the Membership Certificates, shall be assigned to local charities or non-profit community projects as selected by the Board of Directors at the time of dissolution.

 

 

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

 

PROPOSED AMENDMENTS

 

  1. Expansion of Directs from twelve to thirteen.

 

Ref. Section 2, para. A

 

"The Board at Directors shall consist of thirteen (13) Directors..."

 

Ref. Section II, para. b

 

"...conduct all swim team activities other than inter-swim team activities as defined, in Section XIV."

 

Ref. Section XIV (new)

The inter-swim team committee shall:

  1. Consist of a chairperson and any other members as required.
  2. Conduct inter-swim team activities including Tri-County and Cherry Bowl and other such activities as directed by the President.

 

  1. Liberalization of the transfer of Charter and Class A Bond transfers

 

Ref. Article VIII, Section 2, para. a

 

“…only Charter and Class A memberships shall be transferable between a member and any family group upon application to and acceptance by the Board of Directors."

 

 

NOTE, THESE AMENDMENTS WERE APPROVED BY THE MEMBERSHIP AT THE 11/6/81 ANNUAL MEETING.

 

 

PROPOSED AMENDMENT

11/16/82

 

Ref. Article VIII, Section 2, para. A

 

Add the 'allowing new paragraph:

 

b. Charter and Class A band holders who have resigned and have not received the appropriate bond refund after approximately five years, may elect to exchange the band and all redemption rights for a Class B membership for two consecutive years. The bond holder must request this option in writing and return the bond to the club. This option once accepted by the board is non-transferable and non-revocable.

 

 

 

NOTE: THIS AMENOMENT WAS APPROVED BY THE GENERAL MEMBERSHIP AT THE 11/16/82 MEETING.