Gregory Manor Swim Club
GREGORY MANOR SWIM CLUB
By-Laws
Adopted September 25, 2002
ARTICLE I
Management
1.The management of the Corporation shall be in the hands of a Board of Directors, composed of the four officers of the Corporation, to wit: The President, Vice-President, Secretary, and Treasurer, who shall be members of said Board and of three other members.
ARTICLE II
Governing Board
1.All the property, affairs, and matters pertaining to the general welfare of the Corporation, including the regulations of privileges, shall be under the control and management of the Board of Directors.
2.The Board of Directors shall have authority to create and appoint committees from the membership, as it may from time to time deem necessary including but not limited to maintenance, membership and lifeguard.
3.The Board of Directors shall submit at each meeting of the Corporation, a general report of the affairs of the Corporation, and an estimate of revenues and expenses for the ensuing year.
4.The Board of Directors shall hold a regular meeting at least once during the months of April – October. It may also hold such other meetings as the President shall call, and the President shall call a special meeting of the Board upon written request of four members of such Board within ten days of such request.
5.At all meetings of the Board of Directors, four members shall constitute a quorum.
6.The Board of Directors shall have power to fill any vacancy occurring in said Board, or in any of the offices, the persons thus elected to serve until the next annual meeting of the Corporation.
7.The Board of Directors shall have the power by vote of two-thirds of the Board members thereof present at any meeting, to suspend or expel, after notice and opportunity to be heard, any member of the Club for any conduct which in their opinions endangers the welfare of interest of the Club of for any conduct in violation of the By-Laws of the Club. The Club shall not forfeit fees, assessments and dues.
8.The Board of Directors shall have the power to remove from office, by a vote of two-thirds of the Board members thereof present at any meeting, any Board member who has missed three (3) consecutive Board of Directors meetings.
9.The Board of Directors shall further have authority:
(a)To prescribe rules and fees for the use of Corporation facilities by non-members.
(b)To make rules for the use of the Corporations’ premises by members, their families, and their guests, and for their conduct on the same.
(c)To establish and enforce penalties for violation of rules.
(d)To remit penalties.
(e)To call special meetings of the Corporation upon one week’s business proposed to be transacted thereafter.
(f)During any one fiscal year to expend funds and contract for the expenditure of funds within the total budget as authorized by any meeting of the Corporation.
(g)To allocate revenues of the Corporation as it sees fit in keeping with the general objects of the Corporation.
(h)To accept any contribution, barter service, gift, request or devise for the benefit of the Corporation.
(i)To purchase or sell members bond of membership certificate.
10.The spouse of any member of the Corporation shall be eligible for election or appointment to the Board of Directors and upon such selection or appointment, shall have the same powers as all other members of the Board of Directors, provided that no member and his or her spouse shall serve on the Board of Directors at the same time.
ARTICLE III
President
1.The President shall preside at the meetings of the Board of Directors and of the Corporation, and subject to the Board of Directors, shall have general oversight and management of the affairs of the Corporation.
2.The President, with the approval of the Board of Directors shall have the right to re-designate the Chairman of the Committees that have been elected to or chosen for office, as the need for same is deemed to be in the best interest of the Club.
3.The President shall be an ex-officio member of all Committees with power to vote in case of a tie.
4.Unless other designation shall be made by the Board of Directors, the President shall execute all written instruments and obligations of the Corporation, and the Secretary shall attest the same.
ARTICLE IV
Vice-President
1.The Vice-President shall, in the absence or inability of the President to act, have all the power and perform all the duties of the President.
ARTICLE V
Secretary
1.The Secretary shall make a record of all the proceedings of the Corporation at its meetings, an shall read a report of the same, shall also keep records of the votes, doings and proceedings of the meetings of the Board of Directors; shall have general charge of the correspondence of the Corporation; shall send out notices of all meetings of the Corporation; shall maintain a list of official members, and perform such other duties as properly belong to the office and as the Board of Directors may from time to time direct.
ARTICLE VI
Treasurer
1.The Treasurer shall collect all admission fees and dues, and assessments, receive all monies due the Club keep the accounts of the Club and report at the meetings of the Board of Directors the amount of receipts and disbursements and the balance of cash on hand, and shall give to the Board of Directors such other information concerning the financial status of the Club as said Board of Directors may require. Before each annual meeting of the Corporation shall prepare, as part of the report of the Board of Directors, a detailed report in writing of the financial affairs of the Club. The Treasurer shall notify the Board of Directors whenever any member is in arrears and shall sign checks, drafts and Orders for Payment of Money and pay out the same under the direction of the President of the Board of Governors. The Treasurer shall be covered by a surety bond in the amount to the satisfaction of the Board of Directors, if required, by the Board of Directors. The President shall countersign all drafts and orders for payment of money.
ARTICLE VII
Membership
The total number of Memberships in the Corporation shall not exceed 75 and shall consist of a Family Membership.
(a)A Family Membership shall be held to mean the head of a household, spouse, if any, and all unmarried children under 26 years of age January 1st of the current Club year. Each Family Membership shall be entitled to one vote. If there is more than one adult person in a Family Membership, the adults shall designate in writing, the adult authorizes to vote for the Family Membership. A member may designate in writing a person authorized to vote for the member in his or her absence. Such authorization shall be kept on file with the Secretary. Minors shall not be entitled to vote.
Each Family Membership may vote in person or by an agent authorized by a written proxy, USPS mail, email, or by authorized electronic polling vote.
(b)A member is defined as an individual who is a resident of the City of Danbury or an individual located in adjacent cities of town of Danbury.
(c)Each member shall post a bond in accordance with these by-laws.
(d)Each Family Membership shall be entitled to one vote on each matter submitted to the general membership, so long as that member is a member in good standing.
(e)A member in good standing shall be defined as a member whose dues and assessments are current.
(f)Only members in good standing shall have the right to utilize the facilities.
(g)In case of a divorce, the Board of Directors must be notified in writing as to who is the holder of the membership certificate.
1. The Board of Directors shall issue certificates evidencing membership in the Corporation. Two (2) Board members shall sign the certificates. All certificates shall be consecutively numbered and shall contain the name and address of the member and date of issue. Said certificate shall irrevocably appoint the Board of Directors as agents to transfer, and/or sell the bonds in accordance with these by-laws and rules of the Corporation.
2.Subject to the approval of the Board of Directors, members may transfer their bonds or member certificates as follows:
1)To a purchaser of the member’s home;
2)By a member directly to a prospective member.
A member may request the Board of Directors in writing to be their agent to transfer their bond of membership certificate up on the terms and conditions as set forth by the member. The Board of Directors may accept said designation. The Board of Directors may withdraw at any time from said designation.
Any proposed transfer under (2) shall be subject to the Board of Directors right of 1st refusal to purchase said bond upon the same terms and conditions offered to a prospective member.
All prospective members must meet the definition of members of the Corporation.
New members shall pay dues at the time of joining the Corporation on a pro-rate of the dues established by the Board of Directors based upon a 10 week swim season.
Members shall pay an initial fee as set by the Board of Directors.
The Board of Directors may maintain for informational purposes only, a list of prospective purchasers and sellers of bonds of membership certificates for review by the general membership or if a prospective purchaser contacts the Corporation regarding the same. The list shall only include the name, address and phone number of the same.
3. A family membership may not be sublet or rented to a non-bonded member.
ARTICLE VIII
Fees and Dues
1.At each annual meeting the dues, guest fees, initiation fees and any assessments for the coming year shall be set.
2.If the dues and other fees or assessments shall not be paid as provided for herein, the Treasurer shall send the delinquent by mail a notice of such non-payment. Any member who has not paid their dues of other fees or assessments as provided for herein, shall incur a finance charge of $25.00 per month.
At the discretion of the Board of Directors, said member may be expelled from the Corporation and said members bond shall be forfeited.
3.Individual expenditures in excess of $5,000.00, other than real estate taxes and any emergency situation threatening the continued, uninterrupted operation of the pool and facilities shall be approved at a meeting of the members of the Corporation. Member shall be assessed in accordance with these by-laws.
4.The Board of Directors shall have the right to assess each member up to 50% of the current dues, annually for general purpose of maintaining the financial solvency of the Corporation.
5.Except as set forth in paragraphs 3 and 4 above, annual dues assessed by the Board of Directors shall not increase by more than $50.00 per year.
6.Annual dues, assessments or any other fees imposed on the members from the Board of Directors shall be paid within thirty (30) days of the presentment to the members. At the Discretion of the Board, annual dues, fees and assessments shall be paid in two installments in the months of April and July for those current and new members in good standing. Current members who have a late payment history are required to pay their full annual dues in April to remain in good standing.
ARTICLE IX
Meetings
1.The annual meeting of the Corporation shall be held in the fall of each year, of which meeting thirty days written notice shall be given by the Secretary to the members of the Corporation. At this meeting the report of the Board of Directors shall be presented, and the Corporation shall elect by ballot the offers and the members of the Board of Directors as specified in the by-laws. If no quorum were present at any meeting, the President or presiding officer shall adjourn the meeting to another date.
2.Special meetings of the Corporation may be called by the President, and shall be called by the President at the written request of four members of the Board of Directors or 35 members of the Corporation and said meeting shall be held within thirty days of receipt of such request. The Secretary shall give the membership one week’s notice in writing of such meetings and of the business proposed to be transacted there at.
3.Eleven members shall constitute a quorum at all meetings of the Corporation and a majority vote shall decide.
ARTICLE X
Construction of By-Laws
1.The interpretation of these by-laws and rules by the Board of Directors shall be final.
ARTICLE XI
Election of Officers and Governing Board
1.Board of Directors members and officers shall be elected at each annual meeting of the Corporation. The Board of Directors members shall hold office for one (1) year and until their successors are elected and take office. The Board of Directors members whose terms expire may be eligible for re-election. The officers shall hold office for one year and until their successors are elected and take office. The officers of the Corporation and the members of the Governing Board elected at the annual meeting shall take office on January 1st, next succeeding their election.
ARTICLE XII
Amendments to By-Laws
Section 1, is amended as follows:
1.These by-laws may be amended at any meeting of the Corporation by a majority vote of the members present and voting, but no proposed amendment shall be acted upon unless the Secretary in the call for such meeting provides the members of the Corporation at least thirty (30) days written notice of the existing by-law and the proposed amendment. Provided further, no proposed amendment shall be acted upon unless approved by the Board of Directors, or unless a proposed amendment with the written endorsement of at least 11 members of the Corporation shall have been given to the Secretary at least 60 days prior to such meeting.
2.The adoption of these by-laws shall supersede all previous by-laws of the Corporation.
ADOPTED 9/25/02
(Revised 3/31/14)
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