BYLAWS OF THE MORAGA RANCH SWIM CLUB
Note: Sections preceded by * may be amended or repealed only by a vote of two-thirds of the entire proprietary membership.
ARTICLE I. Name, Purpose, and Seal
ARTICLE II. Membership
2.01 Classes of Membership
* 2.02 Limitation of Membership
2.03 Rights of Members
2.04 Waiting Lists
2.05 Change in Classification of Membership
2.06 Election of Members
2.07 Register of Members
2.08 Certificate of Membership
* 2.09 Termination of Membership
2.10 Sale or Transfer of Membership Certificates
2.12 Death or Separation
2.13 Suspension of Membership
2.14 Expulsion of Member
2.15 Procedure in Case of Suspension or Expulsion
2.16 Proprietary Membership Value
ARTICLE III. Guests
3.01 Guests of Members
3.02 Charge for Guests
3.03 Guests of Club
3.04 Debts of Guests
3.05 Register of Guests
ARTICLE IV. Fees, Dues, Assessments, and Fines
4.01 Membership Entrance Fee
4.02 Transfer Fee
* 4.04 Assessments
4.05 Payment of Dues and Indebtedness
4.06 Suspension or Expulsion for Delinquency
4.07 Record of Notices
ARTICLE V. Meetings of Members
5.01 Place of Meeting
5.02 Annual Meeting 5.03 Notice of Meetings
5.03 Notice of Meetings
5.07 Conduct of Meetings
ARTICLE VI. Board of Governors
6.01 Number of Governors, Qualification, Term of Office
6.02 Nomination of Governors, Nominating Committee
6.03 Conduct of Election
6.04 Organization Meeting
6.05 Place of Governors’ Meetings
6.06 Regular Meetings
6.07 Special Meetings, Notice, Waiver
6.08 Quorum and Manner of Action
6.09 Conduct of Meetings
6.10 Resignation and Vacancies
6.11 Removal of Governors
* 6.12 Compensation of Governors
6.13 General Powers of Board of Governors
* 6.15 Sale of Property
* 6.16 Incurring of Indebtedness
6.17 Rules and Regulations
6.18 Contracts, etc. How Executed
6.20 Checks, Drafts etc.
ARTICLE VII. Officers
7.01 Number and Qualifications
7.02 Election, Term of Office
7.06 Vice President
7.071 Recording Secretary
7.072 Membership Secretary
7.10 Subordinate Officers
ARTICLE VIII. Property; Sale as a Whole; Dissolution
* 8.02 Sale as a Whole
* 8.03 Dissolution
ARTICLE IX. Miscellaneous Provisions
9.01 Inspection of Books
9.02 Annual Report
9.03 Fiscal Year
9.04 Bulletin Board
9.06 Annual Budget
ARTICLE X. Amendments to Bylaws
* 10.01 Amendments
* 10.02 Notice
10.03 Publication of Amended Bylaws
ARTICLE XI. Committees
11.01 Appointment of Committees
11.05 Compensation of Committee Members
11.07 Scheduling of Events
Name, Purpose, Seal, Definitions
1.01 Name. The name of the Corporation is the MORAGA RANCH SWIM CLUB.
1.02 Purpose. The Club is a Corporation organized under the laws of the State of California as a non-profit Corporation for the purpose of promoting social activities among, and furnishing recreational and educational facilities to, its members.
1.03 Seal. The Corporate Seal of the Club shall set forth the name of the Club and shall have inscribed thereon the words “Incorporated November 10, 1960, California.”
1.04 Definitions. Wherever words indicating the masculine gender (he/him/his) occur in these bylaws, the feminine gender (she/her/hers) is included.
2.01 Classes of Membership. The classes of Membership of the Club shall be:
a) Proprietary. To be eligible for proprietary membership a person must be over twenty-one years of age, and be elected to membership in accordance with the provisions of the bylaws governing admission of proprietary members.
b) Family. The spouse and unmarried children of any proprietary member shall automatically become and remain family members if and so long as they reside with the proprietary member, and the proprietary member continues his membership. In the event of death or separation of the proprietary member, transfer of rights may be made in accordance with Section 2.12.
c) Special. The Board of Governors may by resolution establish such special classes of memberships as it shall deem advisable.
*2.02 Limitation of Membership. The number of proprietary members shall be limited to one hundred. There is no fixed limit on the number of other members.
2.03 Rights of Members. All members shall have equal rights except that:
a) All property rights, all voting rights and the right to give written consents required either by law or by these bylaws to be given by members and the right to share in any distribution of the Club's assets on dissolution or otherwise shall be vested exclusively in proprietary members.
b) The rights of family members shall be limited as set forth in these bylaws.
c) Special classes of membership shall have such rights and privileges as determined by the Board of Governors.
2.04 Waiting Lists. The Membership Secretary shall maintain the following waiting lists.
a) Waiting List of Applicants. If a person applies for proprietary membership at a time when there are no memberships available, his name shall be placed at the bottom of a waiting list. As proprietary memberships become available, applicants shall be considered for membership in the order in which their names appear on such list. The buyer of a member’s home who exercises his option to purchase the seller’s membership in accordance with Section 2.10, shall be exempt from waiting list procedures.
b) Waiting List of Resigning Members. When there is no waiting list of membership applicants, resigning members shall be placed on a waiting list in the order in which they submit their resignations, in writing, to the Club. A separate waiting list shall be established for members who no longer reside in the Town of Moraga, and when buyers became available, any memberships on this list shall be sold first.
If a member who is on the waiting list for resignation introduces an applicant for membership who has not previously had contact with the Club and who is subsequently elected to membership by the Board of Governors, his membership shall be sold by the Club ahead of any memberships an either of the waiting lists set forth in Section 2.04.
2.05 Change in Classification of Membership. Change at membership from one class to another is subject to the following:
a) In order to become a proprietary member, a family or special member must be elected to proprietary membership in accordance with the procedure specified in Section 2.06 of this Article.
b) If a member of any other class shall be duly proposed for proprietary membership, or if a former family member shall be duly proposed for proprietary membership within three months after ceasing to be a family member, at which time no proprietary membership is available, such member shall retain his former membership with all the privileges thereof but shall pay the dues of a proprietary member.
2.06 Election of Members. Subject to the power of the Board of Governors to make exceptions for causes it deems sufficient the following provisions shall apply to the election of all members.
a) Any person desiring membership in the Club, and otherwise eligible within the purview of Section 2.01(a), must submit an application in writing to the Membership Secretary.
b) Thereafter the Board of Governors shall convene, consider and vote upon the membership application. The applicant shall be elected to membership by an affirmative vote of not less than four Governors; a negative vote of two Governors, however, shall result in exclusion from membership.
c) Each person elected to proprietary membership shall be notified of his election by the Membership Secretary and must then purchase a certificate of membership at the current price as set by the Board of Governors, and pay a prorated portion of the dues then applicable, within fifteen days thereafter or his election may be declared void by the Board of Governors.
2.07 Register of Members. A register of the name and address of each member shall be maintained by the Membership Secretary. It shall be the responsibility of each member to notify the Membership Secretary of any change of address. Mail returned as undeliverable shall be held by the Membership Secretary until the member gives notice of his correct address.
2.08 Certificate of Membership. No member other than a proprietary member shall hold a membership certificate. Certificates of membership shall be in such form, not inconsistent with the provisions of these bylaws, as shall be prescribed by the Board of Governors and as shall be required by law and these bylaws, and shall be signed by the President or, in his absence, by a Vice President, and attested by the Membership Secretary under the corporate seal of the Club. Certificates of membership shall be non-negotiable and non-transferable except as provided for in this Article, and a statement to that effect shall be set forth on the face thereof, and upon the face of each certificate there shall be printed in clear type a statement that the Club is a corporation not formed for profit.
In case any certificate of membership shall become mutilated. or shall be stolen, destroyed, lost, or wrongfully withheld contrary to the provisions of these bylaws, the Board of Governors may by resolution cancel such certificate and may cause a new certificate to be issued in substitution for said certificate. The Board of Governors, when authorizing the issuance of any substitute certificate, may impose such conditions as it may from time to time prescribe.
*2.09 Termination of Memberships. Membership shall terminate upon the resignation or expulsion of a member, the sale or transfer of his membership certificate, or, except as provided in Section 2.12, upon the death of the member. In any case of termination, all rights of such member in the Club or its property shall cease, except as otherwise provided in this Article.
2.10 Sale or Transfer of Membership Certificates.
a) No proprietary member shall offer for sale, sell, or assign his membership certificate or any right arising therefrom to any person other than the Club, and no transfer of a certificate of membership or of the membership evidenced thereby or of any right arising therfrom shall be valid except a transfer or sale to the Club itself.
b) Upon the sale and vacating of a member’s residence within the area described in Section 2.01(a), the purchaser of the member’s home shall, subject to the provisions of Section 2.06, have the first option to purchase the available membership certificate. Should the purchaser of the member’s home choose to exercise this option, the sale and transfer of the membership shall be through the Club in accordance with (a) above.
2.11 Resignation. A proprietary member may withdraw from the Club in the following manner:
a) By tendering his resignation in writing, surrendering his certificate of membership, and requesting that his membership be held in escrow until sold. Upon resale of his membership by the Club, the Club shall pay the resigning member the value of his membership as defined in Section 2.16. Until such time as a replacement member purchases his certificate, the resigning member retains all the rights, privileges, and obligations of his membership. Memberships shall be sold in the order of receipt by the Membership Secretary of each resigning member s letter of resignation, and in accordance with the provisions of Section 2.04.
b) By tendering his resignation in writing, surrendering his certificate of membership, paying all his indebtedness to the Club including pro-rata dues up to the date of his resignation, and requesting that his membership be terminated. The member loses his proprietary interest in the Club and his membership fee is forfeited. All dues of the resigning member shall cease to accrue on the date the resignation is received by the Membership Secretary.
2.12 Death or Separation. Upon the death of a proprietary member or in the case of a family separation, the spouse or other family member eligible for membership under the provisions of Section 2.01 (a) may elect to continue the membership. The Board of Governors shall, upon surrender of the certificate of membership, cause such certificate to be cancelled and reissued in the name of the spouse or other family member. If the spouse or other family member does not wish to continue membership, the personal representative of the proprietary member shall terminate said membership in accordance with the provisions of Section 2.11.
2.13 Suspension of Membership. Any member of the Club may, after notice and hearing, be suspended from the privileges of the Club by a vote of five members of the Board of Governors for violation of the bylaws or the rules of the Club, or for other conduct deemed by the Board to be detrimental to the welfare, interest or character of the Club, or for default in payment of any indebtedness owing to the Club. Suspension shall not operate as a forfeiture of the proprietary rights of a proprietary member. A member shall remain liable in all respects for all of his indebtedness to the Club, including that accruing during the period of suspension. Suspension for default in payment of any indebtedness shall be in accordance with Sections 4.05 and 4.06.
2.14 Expulsion of Member. Any member may, after notice and hearing, by the unanimous vote of the Board of Governors, be expelled from the Club for a violation of the bylaws or rules of the Club or for other conduct deemed by the Board to be detrimental to the welfare, interest, or character of the Club, or for default in the payment of any indebtedness owing to the Club, in accordance with Section 4.06. An expulsion shall immediately operate as a forfeiture and termination of membership, and all property and other rights of such expelled member shall cease on the date of such expulsion, and it shall be the duty of the expelled member to surrender forthwith his certificate of membership to the Membership Secretary. All dues of such expelled member shall cease to accrue on the date of expulsion.
2.15 Procedure in Case of Suspension or Expulsion. No member shall be suspended or expelled except after notice and hearing by the Board of Governors. The accused member shall be given written notice of the hearing at least five days prior thereto, setting forth a specification of the charges against him. The member shall be entitled to appear and be heard at such hearing. The decision of the Board of Governors pursuant to the provisions of either Section 2.13 or Section 2.14 shall be final and conclusive.
2.16 Proprietary Membership Value. For purposes of Sections 2.11 and 8.03, the value of each proprietary member’s certificate of membership shall be the sum of the amount paid for the entrance fee and any additional voluntary amount which has been paid.
3.01 Guests of Members. Members may invite guests to the Club subject to regulations set forth by the Board of Governors. Guests must be accompanied by the inviting member while on the Club premises.
3.02 Charge for Guests. The charge for guests will be at a rate established by the Board of Governors.
3.03 Guests of Club. The Board of Governors may, at its discretion, extend the courtesies of the Club to such other persons and upon such terms as it may deem proper.
3.04 Debts of Guests. Members inviting guests shall be responsible for the conduct of their guests, and for all damages or charges incurred by their guests.
3.05 Register of Guests. A book shall be kept at the Club in which the names of all guests shall be registered. Members inviting guests shall enter the names of all guests in the register with the date of each visit.
Fees, Dues, Assessments, and Fines
4.01 Membership Entrance Fee. The fee for a certificate of proprietary membership and for all special classes of membership shall be established from time to time by the Board of Governors. No entrance fee shall be payable for family memberships. The Board of Governors, at its discretion, may permit any proprietary member to increase the value of his membership certificate by paying the Club an amount in addition to his entrance fee.
4.02 Transfer Fee. Upon transfer of a certificate of proprietary membership to a new member, the new member shall pay to the Club a non–refundable transfer fee which shall be determined by the Board of Governors.
4.03 Dues. Dues for various classes of members shall be as follows:
Proprietary – As established by the Board of Governors
Family – None
Special – As established by the Board of Governors
*4.04 Assessments. No assessments in addition to dues, entrance fees and transfer fees shall be levied upon any member at any time unless said assessment shall have been approved by the vote, at a regular or special meeting of proprietary members, of not less than two–thirds of the entire proprietary membership, or by the written consent of not less than two–thirds of the entire proprietary membership.
4.05 Payment of Dues and Indebtedness
a) The quarterly dues shall be payable in advance to the Treasurer on the first of February, May, August, and November.
b) Any other indebtedness incurred, fines imposed, or assessments levied, shall be payable on the first of the month first following the debt, fine, or assessment. Every proprietary member shall be responsible for all indebtedness incurred by, and fines imposed upon any family member and any guest of such proprietary member or family member regardless of any notice to the contrary which such proprietary member may give to the Club. If the payment of such dues, fines, assessments and indebtedness is not made on or before the 25th day of the month in which the same becomes payable, then said member’s account shall become delinquent, and written notice of such delinquency shall be mailed by the Treasurer to the delinquent member. If full payment is not received by the first of the month following the month in which payable, a penalty of five dollars shall be levied and, each and every month thereafter that the delinquency continues, an additional ten dollars shall be levied and become due and payable.
c) If the amount due and payable has not been received five days after written notice has been mailed, the name of the delinquent member may be posted on the Club bulletin board if so ordered by the Board of Governors.
4.06 Suspension or Expulsion for Delinquency.
a) If any member does not make payment of all indebtedness within one month after the mailing of notice of his delinquency as provided in Section 4.05, the delinquent member, as provided in Section 2.13, may be suspended from the Club and denied all privileges. If a delinquent member is suspended, neither he nor any of his family members shall visit the Club, even as guests of another member. Written notice of suspension shall be mailed to him by the Membership Secretary. Suspension does not affect the obligation to pay dues or other indebtedness incurred.
b) If any member does not make payment of all indebtedness within one month of notice of his suspension having been mailed to him, such member, as provided in Section 2.14, may be expelled from the Club, of which fact he shall be notified in writing by the Membership Secretary. On good cause shown, however and on payment in full of such delinquency, the Board of Governors may reinstate any membership which has been terminated pursuant to this section.
4.07 Record of Notices. The Membership Secretary shall keep a book wherein shall be noted the dates of sending notices hereunder, the character of the notice, and persons to whom and addressees where, such notices have been sent. The facts recited in said book shall be deemed conclusively established.
4.08 Fines. The Board of Governors may impose a fine or penalty, not to exceed one hundred dollars in each case, upon any member of the Club who may conduct himself or herself in a manner unbecoming a member, or for any infraction or violation of these bylaws, or of any rule established under the authority at these bylaws and the amount of such fine shall be added to and charged against the account of such member, and the payment of such fines shall be as obligatory as the payment of dues.
Meetings of Members
5.01 Place of Meeting. All meetings of members shall be held at the Club or at such other place as may be designated by the Board of Governors.
5.02 Annual meeting. The annual meeting of members for the election of Governors and for the transaction of such other business as may properly come before the membership shall be held during the month of October each year.
5.03 Notice of Meetings. Notice of each meeting of members, whether annual or special, shall specify the date, time, and place of the meeting, and shall be provided to each member by the Recording Secretary at least ten days prior to said meeting. Notice of any special meeting shall set forth the general purpose of the meeting.
The notice of the annual meeting shall set forth the name of each person nominated for election as Governor and shall designate in the case of each nominee whether he was nominated by the nominating committee or otherwise.
5.04 Voting. Only proprietary members in good standing shall be entitled to vote, and each such member shall be entitled to one vote on all matters.
5.05 Proxies. Absent members who are entitled to vote may give written proxies to other Club members in good standing. The proxy must be filed prior to the meeting with the Recording Secretary. The spouse of an absent proprietary member may vote on all matters.
5.06 Quorum. Twenty-five percent of the proprietary membership shall constitute a quorum at all meetings except as otherwise expressly provided by these bylaws. In the absence of a quorum, any meeting of members may be adjourned by the vote of a majority of the members present, and no other business may be transacted. Failing such a vote, the proprietary members present shall be deemed to constitute a quorum.
5.07 Conduct of Meetings. The President, or in his absence the Vice President, or in the absence at the latter, a member of the Board of Governors chosen by a majority of the proprietary members present, shall act as chairman. The Recording Secretary of the Club shall act as secretary of the meeting, and in the absence of the Recording Secretary, the chairman may appoint any member to act as secretary of the meeting.
Board of Governors
6.01 Number of Governors; Qualification; Term of Office. The Board of Governors shall consist of seven members. Only proprietary members or spouses in good standing are qualified to become Governors, provided that the husband and wife may not serve as Governors concurrently. Governors shall be elected at the annual meeting of members for a period of two years and shall serve until the election of their successors. Three Governors shall be elected in each odd-numbered year and four Governors shall be elected in each even-numbered year.
6.02 Nomination of Governors; Nominating Committee. No member may be a candidate for the office of Governor unless nominated as herein provided, and a vote for any member not so nominated shall not be counted.
During the month of September of each year, the President, with the approval of the Board of Governors, shall appoint a nominating committee consisting of three proprietary members, none of whom may be a Governor. The President shall, at the time of such selection, indicate which of such persons shall act as chairman of the nominating committee. On or before the first day of the succeeding October, the nominating committee shall select the names of nominees for Governors to be voted for at the next ensuing election, and shall promptly thereafter give written notice thereof to the Recording Secretary. The names thus selected shall be placed upon a ticket to be known as the "regular ticket". The number of nominees which shall be selected in each year is specified in Section 6.01. The nominating committee may not nominate any candidate from its own members. The nominating committee should confirm that nominees have indicated that they will accept their nomination. The decision of a majority of the nominating committee shall be binding. The President, with the approval of the Board, shall fill any vacancy in the nominating committee. The regular ticket so selected shall be posted upon the bulletin board at the Club for at least three weeks prior to the day upon which the next annual meeting of members is to be held.
Ten or more proprietary members may also nominate candidates for the Board of Governors by a written notice signed by them and filed with the Recording Secretary not more than three nor less than two weeks prior to the date fixed for the next annual meeting of members, The Recording Secretary, upon receipt of any such nomination, shall post a notice on the bulletin board at the Club setting forth the names of the persons so nominated with a statement of the manner in which such persons have been nominated.
6.03 Conduct of Election. If the number of persons nominated for Governor as provided in Section 6.02 hereof does not exceed the number of Governors to be elected at the annual meeting, the Recording Secretary may, upon a motion duly made, seconded and carried, be directed to cast the ballots in favor of the Governors so nominated, and such persons shall thereupon be declared elected as Governors. If, however, the number of persons duly nominated exceeds the number of Governors to be elected, the election of Governors shall be conducted in the manner hereinafter stated.
Such election shall be by secret ballot and shall be conducted by three proprietary members in good standing, who shall be appointed inspectors of election by the Board of Governors at the time of or in advance of the annual meeting. No member nominated for election may serve as an inspector of election. The inspectors of election shall prepare a form of ballot setting forth in alphabetical order the names of all candidates who have been duly nominated. The Recording Secretary, in advance of the annual meeting, shall prepare a register of voters setting forth the names of all members in good standing and entitled to vote at the meeting and on the day of the meeting shall deliver said register to the inspectors of election together with records of the Club showing the signatures of members.
The inspectors of election shall provide at the annual meeting a closed ballot box for the reception of voting ballots. In casting his ballot, a member or his duly authorized proxy shall sign the register of voters: and upon the checking of the name of such member or proxy against the register of voters and the verification of the signature of the member or of the proxy casting the ballot by the inspectors of election, the ballot shall be placed in the ballot box. All determinations of the inspectors of election in respect to the conduct of the election shall be final. Immediately upon the expiration of the time fixed for election, the inspectors at election shall count the ballots and report the results to the chairman of the meeting. The number of candidates, as specified by Section 6.01, receiving the highest number of votes cast at the meeting, shall be declared elected as Governors.
6.04 Organization Meeting. Within ten days after the close of the annual meeting, the newly elected Governors and those holding over shall hold an organization meeting at which the Governors shall organize, by electing from their numbers a President, a Vice President, a Recording Secretary, a Membership Secretary and a Treasurer, to hold office for the ensuing year and until the election and qualification of their successors. In addition, the Board of Governors may elect such subordinate officers as they may determine, none of which need be members of the Board of Governors or members of the Club.
6.05 Place of Governor’s Meetings. Meetings of the Governors shall be held at the Club or at such other place as may be designated by the Board of Governors.
6.06 Regular Meetings. The Board of Governors by resolution may provide for the holding of regular meetings and may fix the time and place of holding such meetings. Notice of regular meetings need not be given.
6.07 Special Meetings Notice; Waiver. A special meeting of the Board of Governors shall be held whenever called by the President, or if he is absent or unable to or refuses to act, by the Vice President, or by any two Governors. Notice of each such meeting shall be delivered personally or sent by mail to each Governor at least one day before the day on which the meeting is to be held. Notice of any meeting need not be given to any Governor if waived by him in writing. The transactions of any meeting of the Board of Governors, however called and noticed and whenever held, shall be as valid as those made at a meeting duly held after regular call and notice, if a quorum be present and if each of the Governors not present signs a written waiver of notice or a consent to holding such meeting or an approval shall be filed with the corporate records or made a part of the minutes of the meeting.
6.08 Quorum and Manner of Action. Except as otherwise expressly provided in these bylaws:
a) At all meetings of the Board of Governors four of the Governors in office at the time, present in person at such meeting, shall be sufficient to constitute a quorum.
b) Unless a greater number is expressly required by statute or by these bylaws, every act or decision done or made by a majority of the Governors present at a meeting duly held, at which a quorum is present and acting, shall be regarded as an act of the Board of Governors.
6.09 Conduct of Meetings. The President, or in his absence, a Vice President, or in the absence of a Vice President, a chairman chosen by a majority of the Governors present, shall preside. The Recording Secretary of the Club shall act as secretary of the Board of Governors. In case the Recording Secretary shall be absent from any meeting of the Board, the chairman may appoint any person to act as secretary of the meeting.
6.10 Resignation and Vacancies. Any Governor of the Club may resign at any time by giving written notice to the Board of Governors. Such resignation shall take effect at the time specified therein and. unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
A vacancy or vacancies in the Board shall be deemed to exist in the event of:
a) The death, resignation or removal of any Governor.
b) The failure or inability of any person elected to be Governor to qualify.
c) The failure of the members at any time to elect the full number of Governors.
d) The increase of the number of Governors prior to the annual meeting of the membership.
Vacancies in the Board of Governors may be filled by a majority vote of the remaining Governors, even if less than a quorum. Each Governor so appointed shall hold office until his successor is elected at any annual meeting of the members, or a special meeting of the members called for that purpose.
No reduction of the number of Governors shall have the effect of removing any Governor prior to the expiration of his term of office.
6.11 Removal of Governors. The entire Board of Governors or any individual Governor may be removed from office only in the manner provided by law.
*6.12 Compensation of Governors. No Governor shall be entitled to receive any compensation for serving as a Governor or officer.
6.13 General Powers of the Board of Governors. Subject to the express provisions of these bylaws as to action to be authorized or approved by the members, all corporate powers shall be exercised by or under the authority of, and the business, property, employment of personnel and other affairs of the Club shall be controlled by the Board of Governors.
6.14 Committees. Committees shall be appointed by the President with the approval of the Board of Governors. Committees shall have such powers and duties as prescribed by the Board of Governors. Vacancies in the membership of such committees shall be filled by appointment made by the President with the approval of the Board. Committee members may be removed at any time by the Board of Governors. The President shall be ex officio a member of all committees. The President shall appoint one Governor to be a voting member-at-large of each committee, except for the nominating committee. No person other than a member (of any class) of the Club may serve on any committee.
*6.15 Sale of Property. The Board of Governors shall not have any power to authorize the sale, transfer or disposition of the property of the Club as a whole or substantially as a whole, or to discontinue use of the property of the Club as a swimming club, except as provided in Section 8.02 hereof.
*6.16 Incurring of Indebtedness. The Board of Governors may, on behalf of the Club, incur such indebtedness for the proper purposes of the Club as it shall deem necessary or advisable: provided, however, that the aggregate of all indebtedness of the Club outstanding at any one time shall not exceed the sum of $5,000 without the prior approving vote of not less than two-thirds of the proprietary members in good standing given by vote at a special meeting duly called for the purpose according to these bylaws.
6.17 Rules and Regulations. The Board of Governors shall have the power to prescribe rules and regulations governing the use of the properties and the facilities of the Club by members, guests, and visitors.
6.18 Contracts, Etc. How Executed. The Board of Governors, except as otherwise provided in these bylaws, may authorize any officer, or officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Club, and such authority may be general or confined in specific instances, and, unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose of for any amount.
6.19 Deposits. All funds of the Club and committees thereof shall be deposited to the credit of the Club with such banks, trust companies, or other depositories as the Board of Governors may select.
6.20 Checks, Drafts, Etc. All checks, drafts, or other evidences of indebtedness issued in the name of the Club shall be signed by the Club Treasurer or the Club President in such manner as shall be determined by the resolution of the Board of Governors. Endorsements for deposit to the credit of the Club in any of its duly authorized depositories may be made by such officers or agents of the Club to whom the Board of Governors by resolution shall have delegated such power or by hand-stamped impression in the name of the Club. No check shall be signed for any nonrecurring expense of $5,000.00 or more without prior approval of the Board of Governors.
7.01 Number and Qualifications. The officers of the Club shall be:
a) A President, a Vice President, (or if so determined by the Board of Governors, two Vice Presidents), a Recording Secretary, Membership Secretary and Treasurer, all of whom shall be members of the board of Governors; and
b) Such subordinate officers as the Board of Governors may designate. Subordinate officers may be any member of the club, whether or not a Governor.
7.02 Election, Term of Office. Each officer, except the subordinate officers referred to in Section 7.01, shall be elected at the organization meeting of the Board of Governors and shall hold his office until his successor shall have been elected and qualified or until his death or until he shall resign or be removed in the manner hereinafter provided. The Board of Governors may appoint the subordinate officers referred to in Section 7.01 at any time and all such subordinate officers shall hold their office until removed by the Board of Governors.
7.03 Resignations. Any officer may resign at any time by giving written notice to the President or to the Recording Secretary of the Club. Any such resignation shall take affect at the time specified therein and. unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
7.04 Vacancies. A vacancy in any office because of the death, resignation, removal or disqualification of the officer, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in these bylaws for regular appointment or election to such offices.
7.05 President. The President shall be the chief executive officer of the Club and shall have general supervision over the business of the Club and over its several officers, subject, however, to the control of the Board of Governors. He shall preside at all meetings of the members and of the Board of Governors. He may sign and execute in the name of the Club deeds, mortgages, bonds, contracts or other instruments duly authorized by the Board of Governors, and generally shall perform all duties as may be assigned to him by the Board of Governors. He shall, whenever it may be necessary in his opinion, prescribe the duties of officers and employees of the Club whose duties are not otherwise defined.
7.06 Vice President. The President, or, in case of his absence or disability, the Board of Governors, may designate a Vice President to perform all duties of the President and, when so acting, such Vice President shall have all the powers of, and be subject to all restrictions upon, the President. In addition, the Vice President or Vice Presidents shall perform such other duties as may be assigned to him by the President or the Board of Governors.
7.071 Recording Secretary. The Recording Secretary shall:
a) Certify and keep the original or a copy of the bylaws, as amended or otherwise altered, to date;
b) Keep a book of minutes of all meetings of Governors and members with the time and place of holding, whether regular or special, and if special how authorized, notice thereof given, the names of those present or represented at Governor’s meetings, the number of members present or represented at members' meetings and the proceedings thereof;
c) Ensure that all notices are duly given or posted in accordance with the provisions of these bylaws or as required by law;
d) Be custodian of the records and seal of the Club;
e) Exhibit at all reasonable times to any Governor upon application, the bylaws and minutes of the proceedings of the members and of the Governors of the Club;
f) Perform such other duties as may be assigned to him by the President or the Board of Governors.
7.072 Membership Secretary. The Membership Secretary shall:
a) Keep a membership book containing the name and address of each member and in any case where membership has been terminated such fact shall be recorded in the book together with the date on which the membership terminated;
b) Keep a suitable book of certificates of membership and keep accurate records of the cancellation and issue of such certificates;
c) Exhibit at all reasonable times to any Governor upon application, the membership book of the members of the Club;
d) In general perform such other duties as may be assigned to him by the President or the Board of Governors.
7.08 Treasurer. The Treasurer shall perform such of the duties appropriate to the office of Treasurer as may be assigned to him by the Board of Governors. The Treasurer shall keep the accounts and financial records of the Club. He shall handle all funds as outlined in Sections 6.19 and 6.20. He shall submit financial statements to the Board and/or membership as directed by the Board.
7.09 Governors-at-Large. The non-officer members of the Board shall perform such duties as shall be prescribed by the Board of Governors.
7.10 Subordinate Officers. The subordinate officers shall perform such duties as shall be prescribed by the President or the Board of Governors. The Board of Governors may delegate to any subordinate officer, or any agent, the performance of such duties herein provided to be performed by the Recording Secretary or Treasurer.
Property; Sale as a Whole; Dissolution
8.01 Property. None of the property of the Club of any kind shall be mutilated or destroyed by a member, or be removed or abandoned without the consent of the Board of Governors.
*8.02 Sale as a Whole. The property of the Club shall not be sold or transferred as a whole, or substantially as a whole, nor shall use of the property as a swimming club be discontinued, except upon prior authorization of not less than two-thirds of the proprietary members in good standing given by a vote at a special meeting duly called for the purpose according to these bylaws. The Board of Governors may, however, with such vote, agree upon and effect necessary adjustments at the boundaries of the Club properties.
*8.03 Dissolution. The Club shall not be voluntarily dissolved except by prior approving vote of not less than two-thirds of the proprietary members in good standing at a special meeting duly called for the purpose according to these bylaws.
In the event of a dissolution of the Club in any manner and for any cause, the assets of the Club remaining after the payment or adequate provision for the payment of all its debts and liabilities, shall be divided and distributed pro-rata among the proprietary members upon surrender for cancellation of their respective certificates of membership. All indebtedness to the Club of any such member shall be first deducted before payment to him of such pro-rata distributive share.
9.01 Inspection of Books. The bylaws, membership book, books of account and minutes of meetings of the members, Board at Governors, and committees of the Club shall be open to inspection by members at any time.
9.02 Annual Report. The Board of Governors shall prepare and present an annual report at each annual meeting.
9.03 Fiscal Year. The fiscal year of the Club shall end on the 31st day of October in each year.
9.04 Bulletin Board. A bulletin board shall be provided and conspicuously placed at the club facilities upon which all notices required by these bylaws shall be posted.
9.05 Notices. Any notice of any kind required to be given to any member shall conclusively be deemed to have been given when the notice has been deposited in the mail, prepaid and addressed to the member at the address shown in the register of members.
9.06 Annual Budget. The Board of Governors shall prepare and approve a fiscal year budget annually.
Amendments to Bylaws
*10.01 Amendments. Any of these bylaws except Sections 2.02, 2.09, 4.04, 6.12, 6.15, 6.16, 8.02, 8.03, 10.02, and this Section 10.01, may be amended or repealed and new bylaws adopted:
a) By unanimous vote of the Governors present at any regular or special meeting of the Board of Governors.
b) By vote of a majority at the proprietary members present or represented at any regular or special meeting of proprietary members.
The amendment or repeal of Sections 2.02, 2.09, 4.04, 6.12, 6.15, 6.16, 8.02, 8.03, 10.02., and this Section 10.01 may be adopted only by the vote, at a regular or special meeting of proprietary members, of not less than two-thirds of the entire membership, or by the written consent of not less than two-thirds of the entire proprietary membership.
*10.02 Notice. In the case of any meeting of the Board of Governors or of proprietary members referred to in Section 10.01, notice of the general terms of the proposed amendment or repeal shall be included in the notice of such meeting.
10.03 Publication of Amended Bylaws. Each proprietary member shall receive a copy of the bylaws. Amendments to the bylaws shall be printed and distributed to all proprietary members.
11.01 Appointment of Committees. Committee chairmen and committee members shall be appointed by the President with the approval of the Board of Governors.
11.02 Governor-at-Large. The Governor member of each committee shall be a voting member, as provided in Section 6.14.
11.03 Funds. At the discretion of the Board of Governors, committees may be delegated the authority to collect and disburse such funds as are necessary to perform their duties. Committees shall keep accounts and financial records which shall be open to inspection as provided in Section 9.01. They shall handle all funds as outlined in Sections 6.19 and 6.20. They shall submit financial statements to the Board of Governors and/or to the membership as directed by the Board.
11.04 Personnel. Employment and compensation of all personnel shall be controlled by the Board of Governors as provided in Section 6.13.
11.05 Compensation of Committees Members. No committee member shall be entitled to receive any compensation.
11.06 Reports. Committees will provide regular reports of their actions in the manner and form prescribed by the Board of Governors. Each committee shall prepare an annual report to be presented at the annual meeting.
11.07 Scheduling of Events. Committee events requiring the use of pool facilities must be approved by the Board of Governors.
As amended April 11, 2005