NAME
Section 1: The name of this corporation shall be the Oak Creek Swim Club, Inc.
Article II
PURPOSE
Section 1: This corporation is formed to promote the health and general welfare of its members, and in pursuance thereof to construct, own, lease, maintain and operate recreational facilities; together with the doing of such things as are necessary, appropriate and incidental in the conduct of its activities.
Article III
MEMBERSHIP
Section 1: A membership shall consist of a family unit made up of a husband and a wife, or head of a family, parents and dependant children (as defined by the United States Internal Revenue Service) living in the household of the family unit. The board of directors shall have sole power to determine status of dependents under this section and shall rule on any special or unusual situation.
Section 2: Membership in the corporation shall consist of the following classes:
1) Active members
2) Partial equity members
3) Zero equity members
4) Temporary members
Section 3: An active member shall be one who has complied with the requirements of membership in these bylaws, including the purchase of a membership certificate and payment of annual membership fees, as well as any other requirements established by the Board of Directors. Active members have voting rights and activity privileges.
Section 4: A partial equity member is an active member who has not paid annual membership fees. Partial equity members do not have voting rights or activity privileges.
Section 5: A zero equity member is a partial equity member who has not paid annual membership fees for more than one year. A zero equity member’s membership certificate reverts back to the corporation.
Section 6: A temporary member is one who has paid the annual membership fee but who has not purchased a membership certificate. The temporary membership class is offered at the discretion of the Board of Directors as a non-renewable membership that expires May 1 of the year after the membership was granted. In special circumstances, the Board of Directors may waive the non-renewable status of this class of membership. The temporary member shall have activity privileges but shall not have voting rights and shall not hold office.
Section 7: The authorized active membership shall not be more than 400 members. The temporary membership shall not be more than 75 members.
Section 8: Each membership shall be owned by one person only and no membership in this swim club shall be assignable, transferable or subject to a gift or devise as provided in these by-laws.
Section 9: In the event of the death of any member, his or her spouse along as eligibility is maintained, shall be entitled to retain the membership as the same may be fixed and determined from time to time. The privileges of the family of any such person shall by the same as the privileges of the family of any other member.
Section 10: Nothing in these by-laws shall abrogate, impair or change any rights, privileges or obligation imposed upon any member at the time of his election pursuant to the by-laws or resolutions then in effect and the Board of Directors is hereby authorized by appropriate resolution in its discretion to fix, determine and define any such right, privilege or obligation on any basis that is fair and equitable under the circumstances.
Section 11: The board member in charge of membership shall accept and consider application for membership in order received and shall receive for membership all applications in compliance with these By-Laws and requirements established by the Board of Directors
Article IV
VOTING RIGHTS
Section 1: Any member shall be entitled to cast one vote so long as he is not in default in the payment of fees or indebtedness to the corporation and he shall be entitled to notice of meetings of the members.
Article V
SUSPENSION AND TERMINATION OF MEMBERSHIP
Section 1: Once a member is accepted in the corporation, his membership will continue until such times as he should resign, he should fail to pay annual membership fees or his membership is changed by the Board of Directors as set forth in the following two paragraphs in this article. Active members who fail to pay the annual membership fees will be converted to a partial equity member for one year or until such dues are paid at the discretion of the Board of Directors. Partial equity members who fail to pay the annual membership fees for a following year will be converted to a zero equity member for one year or until such dues are paid at the discretion of the Board of Directors.
A partial equity membership and a zero equity membership shall decrease in value by the amount of the annual dues and assessments each year, until the certificate is sold or until the certificate is without value.
Section 2: An active member may, for cause and after been given an opportunity for a hearing before the Board of Directors, be place on a suspended status for period determined by 2/3 vote of the Board of Directors, or expelled by an affirmative vote of all directors; cause for suspension or expulsion or for being placed on inactive status, shall consist of violation of these by-laws or of the club operational rules or of conduct unbecoming of a lady, gentleman, or child.
Section 3: Any member may be suspended up to seven days by the Board of Directors, for violation of rules or these by-laws.
Section 4: Any member expelled shall forfeit all rights and privileges incidental to the membership and the membership certificate thereby cancelled and the corporation shall have no obligation on account thereof.
Section 6: A member may receive remuneration for his membership only by exercising one of the two option prescribed below:
A. A member may sell his membership to the corporation at a par value established by the board, less unpaid dues or assessments. Payment to the member will be contingent upon the resale of the membership.
B. A member shall have the privileges of selling his membership to a prospective buyer, identified by the member, without regard to any waiting list. However, this transaction must take place with the approval and under the supervision of the Board of Directors or their assignees. The prospective member is required to pay a transfer fee, as established by the Board of Directors, to the corporation.
Article VI
DUES AND FEES
Section 1: The annual membership fees shall be established by the Board of Directors no later than February 1st and be due and payable by May1st. Notification of annual fees shall be made to the membership by mail following said determination.
Section 2: Capital improvements assessments may be levied for capital improvements, or for repair or replacement of major facilities. Such assessments must be approved by an affirmative vote of 2/3 of the active members present and voting at a meeting called for that purpose.
Section 3: Members shall be responsible for the payment of all charges or liabilities that may be incurred by them or their guests.
Section 4: The par value of each membership certificate shall remain at $350.00. The initiation fee may be varied, as the Board of Directors deem necessary.
Section 5: Members of the Board of Directors shall receive a 100% reduction in annual fees each year that he or she is a member of the Board.
Section 6: The Board of Directors has discretion to grant a one year reduction in annual fees of up to 100% for up to three members who are appointed to serve in an ad hoc capacity.
Article VII
BOARD OF DIRECTORS
Section 1: The management of this corporation shall consist of a board of five directors. Each director shall serve a term of three years. Terms of directors shall be established so than the terms of two directors will expire in any given year and, in order for this requirement to be met, terms of directors may be established for a term of less than three years.
Section 2: Directors shall be elected from active members of the corporation. Any director who shall cease to hold an active membership in the corporation will also no longer be a director.
Article VIII
NOMINATION AND ELECTION OF DIRECTORS
Section 1: Nomination: on or before the first day of July of each year, the Board of Directors shall appoint three active members in good standing one of which shall be a member of the Board of Directors (but not an outgoing director) who shall comprise the nominating committee. The nominating committee shall nominate the ticket of at least one active members with said member’s consent, for each seat on the Board of Directors to be filled a the next annual election, and shall present a written report of its nomination to the board who shall make the nomination report available to the members on or before the 15th day of July preceding the election through posting it in a public location at Oak Creek Swim Club.
Section 2: Active members in good standing, no less than five in number, may nominate other active members, with the said member’s consent. Such nomination shall be signed in writing by the active members making same, and shall be placed in the hands of the board on or before the 25th day of July preceding the election. The board shall make these nominations available to the members in advance of the election through posting it in a public location at Oak Creek Swim Club.
Section 3: The election of the Board of Directors shall be written ballot. Each member shall have one vote for each vacancy on the Board of Directors. The persons receiving a plurality of the votes shall be declared elected. In case of the tie, the Board of Directors shall determine the nominee or nominees elected. Three (3) members selected by the president shall act as tellers.
Section 4: The board shall manage the election of new directors. The election shall take place between August 1 and the close of that year’s pool season. If the vote will take place at a meeting of the members, notice of that meeting and the nominees shall be provided to all active members at least 10 days in advance of the meeting. A quorum must be present. Those eligible to vote are those active members in attendance. If the vote takes place by mail or electronic means, the board will mail ballots to all active members. Ballots must be returned by the members and be postmarked within 10 days of being sent and counted by the Board. The quorum requirement shall be satisfied by the receipt of properly completed ballots by the same number of members as would constitute a quorum at a meeting.
Section 5: Immediately following the adjournment of the annual meeting each year, the new Board of Directors shall meet without notice for the purpose of electing from among their number a president and two vice presidents. The Board of Directors shall also, at the same meeting, elect a treasurer and a secretary. At the same meeting or at any subsequent meeting, the Board of Directors shall have the power to elect such other officers as it may determine necessary. The president, vice presidents, secretary and treasurer shall begin their terms as of the last day of that year’s pool season. All other officers and appointees shall serve at the pleasure of the Board of Directors.
Section 6: Limitation of terms of office:
A. No person who has served one complete or full term, as president shall be eligible for reelection to directly succeed him as such.
B. No person shall be eligible to serve more than two consecutive, full three-year terms as a member of the Board of Directors.
Article IX
REMOVAL FROM OFFICE
Section 1: Any director of the corporation may be removed from office by the affirmative vote of two-thirds of the voting members present at a special meeting called for that purpose, but only after an opportunity has been given to be heard. Any officer or employee of the corporation ay be removed from office by an affirmative vote of two-thirds of the directors present at a regular or special meeting of the Board of Directors, but only after an opportunity has been given to him to be heard.
Section 2: Absence of a member of the Board of Directors for three consecutive regular meeting without prior consent of the president shall be deemed an automatic resignation.
Article X
VACANCIES IN THE BOARD
Section 1: Vacancies in the Board of Directors shall be filled by vote of the remaining directors. The directors elected to fill such vacancy shall serve until the term expires. For the purpose of reelection, such holding of office for an unexpired portion of a term shall not be construed as a term of office.
Article XI
POWERS AND DUTIES OF OFFICERS
Section 1: President: The president shall be chief executive officer of the corporation. He shall preside at all meetings of the membership of the corporation and at all meetings of the Board of Directors. He shall have the privilege of attending all meetings of all standing and selected committees of the corporation except the admissions committee, but shall be entitled to vote on any question before any such committee. He shall, with the secretary, sign all written contracts and written obligation of the corporation unless the Board of Directors shall, by appropriate resolution, designate another or others to execute contracts in the names of the corporation. He shall perform such other duties imposed on him by resolution of the Board of Directors.
Section 2: First vice president: The first vice president shall perform the duties of the president in the absence of the president, and in addition thereto, he shall perform such other duties as may be assigned to him by the Board of Directors. In the event a vacancy shall occur in the office of the president, the vice president automatically shall immediately succeed to the office of the president for the unexpired term. In the event the corporation should ever have more that one vice president, they shall be designated as first and second vice presidents, respectively, and the first vice president shall be senior to the second vice president in all matters.
Section 3: Second vice president: The second vice president shall perform such duties as may be assigned to him by the Board of Directors.
Section 4: Secretary: The secretary shall give notice of all meetings to the members of the corporation and all members of the Board of Directors. He shall keep and record the minutes of all meetings. He shall be custodian of the corporate seal. He shall perform such other duties as may be assigned him by the Board of Directors.
Section 5: Treasurer: The treasurer shall have custody of all funds, securities, valuable papers and other intangible assets of the corporation. He shall provide and maintain full and complete records of all the assets, liabilities, income and expenses of the corporation. He will prepare and submit at each regular meeting of the Board of Directors a financial statement of the condition of the corporation as of the first day of the preceding month, including the book value of each share of stock. He shall prepare or cause to be prepared such tax reports as local, state and federal agencies may require. The treasurer shall be bonded and the corporation shall pay premiums and fees thereof.
Article XII
POWERS AND DUTIES OF THE BOARD
Section 1: The Board of Directors shall have the power to make rules and take such action, not inconsistent with these by-laws or contrary to law, as in its judgment may be necessary or desirable for the welfare of the corporation, including the power to employ a club manager or staff, as becomes necessary. The Board may delegate specific responsibilities to the club manager or to a staff.
Section 2: The Board of Directors shall make an annual written report including an audited financial statement, to membership at the annual meeting of members.
Section 3: The Board of Directors may establish and/or abolish such standing or special committees, as it may deem desirable.
Section 4: The Board of Directors shall not expend cash and incur obligation in excess of $5000.00 for capital improvements during the period between consecutive annual meetings, without the express approval of a majority of the members present at a special meeting.
Article XIII
MEETING OF THE BOARD
Section 1: Regular meetings: The Board of Directors shall meet at least four times a year, and at such other times they may deem necessary. The first meeting of the new board shall be held within thirty days after the board assumes office. Other meetings shall be held upon the request of the president or at the request of any three members of the board.
Section 2: Notice of meetings: Notice of all meetings of the Board of Directors shall be given, by the secretary, to each director at least three days prior to such meeting.
Section 3: Quorum: Three members of the board shall constitute a quorum.
Section 4: The requirement of a meeting may be satisfied by any means that comply with the intent of this Article that the meetings be properly called, that all directors have requisite notice of a meeting, and that a quorum participates in all decisions. This can include, but is not limited to a physical meeting, a conference call, or use of the Internet.
Article XIV
MEETINGS
Section 1: Annual meeting: The annual meeting of the members of the corporation shall be held the first month that the club is open to its members, at such time and place as the Board of Directors shall determine.
Section 2: Special meetings of the members may be called by the secretary at any time by the direction of the Board of Directors. Special meetings of the members shall be called by the secretary within thirty days of written request for such a meeting made by at least ten members.
Section 3: Notice of meetings: Notice of all meetings shall be given by mail or other means that provide documentation of actual notice of the meeting, to the members, by the secretary at least ten days prior to such meetings except in case of special meetings called by the directors. Mailing of notice to the last known address shall constitute sufficient notice. Notice of a special meeting shall state the purpose for which the meeting is called.
Section 4: Quorum: Ten percent of active members present and in person shall constitute a quorum at any meeting of members.
Article XV
DISSOLUTION
Section 1: This Corporation may be dissolved by the affirmative vote of two-thirds of the active members present and voting at a meeting called for that purpose.
Section 2: In the event of dissolution of this corporation in any manner or for any cause, the assets of the corporation shall be sold and the proceeds of such sale, after payment of all just debts and obligation of the corporation, distributed pro-rata among the active members and an appropriate percentage among inactive members. Each member’ share, however, is subjected to the settling of all debts, dues and obligation owed to the corporation by such member.
Article XVI
MISCELLANEOUS
Section 1: Each person who acts as a director or officer of the corporation shall be indemnified by the corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of his being or having been a director or officer of the corporation, except in relation to matters as to which he shall be adjudged in such action, suit or proceedings to be liable for gross negligence or willful misconduct in the performance of his duties. The right of indemnification provided herein shall insure to each director or officer referred to in the proceeding paragraph, whether or not he is a director or officer at the time such costs or expense are imposed or incurred; in the event of his death, the right shall be extended to his legal representative.
Section 2: The Corporation assumes no responsibility, and members or their guests can have no claim against the corporation, for the property of any members, or any guests, which is brought upon or left upon corporation property.
Section 3: The Corporation assumes no responsibility and member or their guests can have not claim against, injury or damage to any person on corporation property.
Section 4: These by-laws may be amended by the affirmative vote of two-thirds of the active members present and voting at any special or annual meeting provided that at least five days notice of such amendment shall be given by mail to each member.
Section 5: Authority will be granted by the Board of Directors to the club manager to cause the rules and regulation of the club to be observed.
Section 6: Members may be employed by the corporation.