Green Brook Swim Club, Inc

PO Box 7032, Green Brook, NJ  08812

732.968.0420   www.greenbrookswimclub.com

 

By-Laws

                                                                   Revised October, 2003

 

Article 1          NAME

 

The name of the Club shall be Green Brook Swim Club, Inc.

 

Article 2          OBJECT

 

The purpose for which this Club is formed is to promote the health and general welfare of its members and in pursuance thereof to construct, own and operate a swimming pool and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, in the County of Somerset and the State of New Jersey, for the exclusive use of members and their families.

 

Article 3          GOVERNMENT

 

Section 1         The Club shall be managed by a Board of Governors nine (9) in number.

 

Section 2         No member of the Board of governors shall be a member of the Board for more

than two (2) consecutive three year terms, except in the absence of any other candidates.

 

Section 3         Any member of the Board of governors who shall cease to hold Active

Membership in the Club shall automatically cease to be a member of the Board of Governors.

 

Section 4         A minimum of two thirds (2/3) of the membership of the Board of Governors shall be residents of the Township of Green Brook.

 

Section 5         The Corporation shall act on a fiscal year basis, October 1 to September 30.

 

Article 4          BOARDS OF GOVERNORS

 

Section 1         Consistent with these by-laws, the Board of Governors shall:

a)      Transact all Club business and make and amend rules for the regulation of the use of Club property.  It may appoint and remove such officers, clerks, agents, servants or employees as it may deem necessary and may fix their duties and compensations.

b)      Fix, impose, and remit penalties for violations of these By-Laws and Rules of the Club.

c)      Elect from the Board of Governors such officers of the Club as these By-Laws direct.

d)     Constitute and appoint committees and define the powers and duties of the same.

e)      Fill any vacancy in the membership of the Board of Governors to serve until the next annual meeting of Active Members.

 

Section 2         The Board of Governors 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 Club shall be executed.  However, the Board of Governors shall always require that at least two (2) officers sign all such checks, drafts or other instruments for the payment of money drawn in the name of the Club.  The   following officers shall be bonded:  The President, Treasurer and Assistant Treasurer.

 

Section 3         The Board of Governors shall cause the books of the Club to be audited at least annually by auditors selected by the Board of Governors, who shall not be Board of Governors of the Club, and the report of the auditors shall be available to the members at all times.

 

Section 4        

a)      The Board of Governors shall meet at least once a month and at such other times and intervals as it may deem necessary

b)      Five (5) members of the Board of Governors shall constitute a quorum.

           

Section 5         Any member of the Board of Governors may be removed from office by a

majority vote of the total membership.  Any member may vote in person or may be represented by proxy at either an Annual Meeting or a Special Meeting called in accordance with these By-Laws.

 

Section 6         Nothing in these By-Laws shall be construed to permit the Board of Governors to

borrow or pledge credit of the Club without specific approval of the membership at a duly held meeting.

 

Article 5          OFFICERS

 

Section 1         The offices of this Club shall be a President, Vice President, Secretary, Treasurer,

and, if deemed necessary, by the Board of Governors, an Assist5ant Secretary and Assistant Treasurer.  The President, Vice President, Secretary and Treasurer shall be elected annually by the Board of Governors, from among its’ current Board members, shall serve without compensation, and shall hold office until the end of the first meeting of the Board of Governors following the annual meeting of the Club.  The Assistant Secretary and Assistant Treasurer shall be appointed by the Board of Governors following the annual meeting of the Club.  The Assistant Secretary and Assistant Treasurer shall be appointed by the board of Governors     and hold office at its pleasure.

 

Section 2         The President shall preside at the meeting of the Club and Board of Governors.  He/She shall be administrator of the Club.  He/She shall appoint, subject to confirmation of the Board of Governors, all standing committees except as otherwise specified in these By-Laws, designating the chairman thereof, and all special committees as may be direct.  He/She shall be ex-officio, a member of all committees.

 

Section 3         The Vice President in the absence of disability of the President shall act in his/her stead.  He/She shall, under the direction of the President, attend to be the business and financial operations of the Club and shall be Chairman of the Finance Committee.  He/She shall be ex-officio, a member of all committees.

 

Section 4         The Secretary shall send out the notices of the meetings of the Club and of the Board of Governors, keep the minutes of the Club and of the Board of Governors, keep the minutes and attend to the correspondence pertaining to his/her office.  He/She shall perform such other duties pertaining to his/her office as may be asked of him/her by the Board of Governors.

 

Section 5         The Treasurer shall attend to keeping the accounts of the Club, collecting its revenues, and paying its bills as approved by the Board of Governors or other agency authorized by the Board of Governors to incur them.  He/She shall deposit funds of the Club received by him/her in name of the Club, in such depository as, to be authorized by the Board of Governors.  He/She shall perform such other duties pertaining to his/her office as may be asked by him/her by the Board of Governors.  He/She shall be bonded as it is deemed necessary by the Board of Governors.

 

Section 6         The Assistant Secretary and the Assistant Treasurer shall perform such duties as may be assigned them by the Secretary or Treasurer, respectively.  The Assistant Treasurer shall be bonded as it is deemed necessary by the Board of Governors.

 

Article 6          MEMBERSHIP

           

Section 1         Membership in this Club shall consist of the following:  Regular Members, Senior Members, and Single Members.

a)      The Classification of Regular Member shall include husband and wife/and/or head of the family and those falling under the category of dependents for Federal Income Tax purpose.  In the event there is a question regarding the status of a Regular Member, the Bond Holder may be required to provide proof of dependency by providing a copy of the Bond Holder’s most recent Federal Tax Return.

1.      The Board of Governors is empowered to issue Associate Memberships.  Associate Membership is a sub-category of Regular Membership for families who desire admission to the Club of a child-care provider caring for the children of the Bondholder.  A Special Associate Membership sub-category is governed by the following regulations.

2.      The Board of Governors is empowered to issue Special Associate Memberships.  Special Associate Membership is a sub-category of Regular Membership for families who desire admission to the Club of a child-care provider caring for the children of the Bondholder.  A Special Associate Membership sub-category is governed by the following regulations.

a.       Only one, non-transferable Special Associate Membership card will be issued for the use of one individual child-care provider sixteen years or older, providing child care exclusively for the children of the Bondholder.

b.      Special Associate Members will only be admitted to the Club when accompanied by a Regular Member within the Bondholder’s household, and will not be entitle to any guest passes.

c.       Whether under the care of the Special Associate Member, or another adult member, care of minor children is the responsibility of the Bondholder.

d.      Special Associate Membership must be applied for each year.

 

b)      The classification of Senior Membership is governed by the following regulations:

1.  Senior Membership status is only available when regular Membership is filled.        

2.  Bondholders eligible for Senior Membership must be 60 years of age or 

           older.

      3.  To apply for Senior Membership, a member should pay full dues when         billed and indicate on the bill that he wishes to apply for Senior       Membership.  If Senior Membership is available, one-third (1/3) of the

      dues will be refunded.

4.  Senior Membership must be applied for each season.

5.  A maximum of two (2) membership cards will be issued available only to    the Principle Bondholders.

6.  All guest privileges will remain the same as a Regular member.

7.  Members will be on an honor system when applying for Senior         Membership. The Board of governors may require appropriate proof of

      Senior Membership status.

8.      No Associate or Special Associate Memberships will be issued to Senior  

      Membership.

9.  Lowest Bond Number will be given preference for Senior Membership.

c)  The classification of Single Membership is governed by the following regulations:

1.  Only one (1) membership card will be issued for the exclusive use of the      Bondholder.

2.   To apply for Single Membership, a member should pay for Single    Membership when paying dues, and indicate on the bill that he wishes to    apply for Single Membership.  If there are no openings, he will be billed            for the remaining dues.

3.  Single Membership must be applied for each season.

4.  All guest privileges will remain the same as a Regular Member, except         family members and/or other individuals residing in the same household shall be limited to a maximum of five (5) visits to the Club.

5.  No Associate or Special Associate Memberships will be issued to Single      Membership.

6.  Lowest Bond Number will be given preference for Single Membership.

 

Section 2         The number of Bondholders of the Club shall be as follows:

 

a)      Total Regular Memberships shall not exceed 300.

b)      Senior and/or Single Memberships shall be limited to a maximum of 40.

c)      At the discretion of the Board of Governors, these numbers may be changed..

 

Section 3         The Board of Governors shall elect one of its members Chairman of the Membership Committee.  It shall be the duty of this Committee to meet from time to time to consider applications for membership in the Club.  Preference shall be given to residents of the Township of Green Brook.

 

Section 4         Any member of the Club may withdraw at any time subject to the provisions of Article 7 and there shall be no refund of the current year’s dues.

 

Section 5        

a)      Any membership of the Club may, for cause and after having been given an opportunity for a hearing, be suspended for a period of not exceeding three (3) months by a two-thirds (2/3) vote of the members of the Board of Governors present at any meeting thereof, or expelled by a three-fourths (3/4) vote of the entire membership of the Board of Governors.  Cause for suspension or expulsion shall, in general, consist of but not be limited to violation of these By-Laws or of the Rules of the Club, or for unbecoming conduct.

b)      The Board of Governors may delegate to the Chairman of the Pool and Grounds Committee, of the Chairman of the Rules Committee, or t a responsible employee of the Club, the power to suspend pool privileges for the violation of Club Rules and Regulations provided such suspension does not exceed seven (7) days.  Written report of such suspension, containing reason therefore, shall be submitted to the President within twenty-four (24) hours.

 

Section 6        

a)      All members of the Club shall be accorded the facilities of the Club subject to the Club Rules and Regulations which shall be posted at all times in the Club locker rooms.

b)      An identification card shall be issued by the Membership Chairman to every member upon payment of dues.

c)      The Board of Governors at its discretion may extend the privileges of the Club to any person or persons.

d)     The Board of Governors shall be rule fix the terms and conditions upon which guests of member may use the facilities of the Club.

e)      Any property of the club broken or damaged or removed without proper authority by any member, or his/her guest, shall be promptly paid by such member.

f)       The Club assumes no responsibility for the loss of or damage to the property of any member, guest, or person.

g)      The club assumes no responsibility for any accident or injury to any person or his/her property.

 

Article 7          DUES

 

Section 1

a)      The Board of Governors shall establish annual dues for the ensuring year.

b)      Dues shall be sufficient to provide for the necessary running expenses of the Club and the proper maintenance and improvement of its propert5y, and such dues shall be payable; (1) one payment play by April 1 or (2) two payment plan on March 1 and May 1 and shall be subject to a $20 fee.

c)      Resignations must be submitted to the Board of Governors in writing and must be submitted by April 1.  All resignations postmarked after April 1 will be assessed a late fee of $100.  If the fee in not paid, it will be deducted from the $400 bond.

 

Section 2         All candidates for membership in the Club shall be required to pay an initiation fee as prescribed by the Board of Governors.

 

Section 3         As a condition of membership, all memberships are required to purchase a $400 bond.

 

Section 4        

a)      Bonds shall not be transferable and shall contain an appropriate notation to that effect on the face thereof.

b)      Except for payments as hereinafter provided, each Bond shall become null and void upon the date that the holder thereof ceases to be a member for any cause.  The time and matter in which the holder shall be paid the value of this bond, subject to the provisions of Section 7 hereof, shall be determined by the Board of Governors, provided, however, that each Bond shall be redeemed in the chronological order in which the memberships terminate, and as soon as payment is received from an incoming member.

c)      The Board of Governors may, when there are sufficient funds available, instruct the Treasurer to make bond refunds to a resigning member in advance of receiving payment from an incoming member.

 

 

Section 5         In the event of the dissolution of the Club in any manner or for any cause, and in not other event, upon the effective date of dissolution of the Club, bonds shall be a lien upon the proceeds of the sale of the property of the Club after the payment of all its just debts and obligations owned by the holder of the bond.  After the payment of all surplus, remaining shall be paid and distributed pro rota among the then membership of the Club.

 

Section 6         An annual member dues invoice will be sent to each active member of the Club by the Treasurer specify9ing the exact indebtedness of the member.  Any member failing to pay their annual membership dues on time will be assessed late fees according to the schedule below.

            One Payment Plan – Due April 1st – Payments postmarked April 15th up to and    

including April 30th will be assessed a late fee of $50; Payments postmarked after April 30th will be assessed a late fee of $100.  Late fees must be paid by the member before pool privileges will e issued to them.  Any member failing to pay their entire indebtedness by May 16th shall be notified in writing that if such indebtedness is not paid within fifteen (15) days of the date of said letter, the delinquent shall cease to be a member of the Club.

 

Two Payment Plan – Due March 1st and May 1st – Payment postmarked after May 15th will be assessed a late fee of $100.  Late fess must be paid by the member before pool privileges will be issued to them.  Any member failing to pay their entire indebtedness by May 16th shall be notified in writing that if such indebtedness is not paid within fifteen (15) days of said letter, the delinquent shall cease to be a member of the Club.

 

Invoices and letters will be mailed to the last known address of the member and will constitute notice.  The Governors, in their discretion, may reinstate any member upon request and repayment of all indebtedness to the Club. 

           

Section 7         Upon cessation of membership for any cause all indebtedness owing to the Club by him/her shall be a lien upon and charged against his/her Bond, and the Bond may be taken over by the Club to satisfy such indebtedness.  In the event of the Club being unable to obtain possession of the Bond, it may be canceled on the books of the Club, and a new Bond issued in place thereof to a newly elected member on payment by him/her to the Club of the value of a Bond as fixed by these By-Laws.  In case of enforcement of a lien, as above herein provided, both the signature of the holder not the delivery of the Bond shall be requisite to perfect the transfer of the club, or to a new possessor, and the Treasurer of the club is hereby authorized, as the Attorney of the holder of such Bond, to make such transfer.  Every Bond issued is expressly subject to the provision of the section.

 

Section 8         Members shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by members of their family to who the privileges of the Club shall have been extended and for all charges and liabilities imposed upon or incurred by guest introduced by them.

 

Section 9         All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State and other Government bodies and agencies.

 

Article 8          MEETINGS

 

Section 1

                       

a)      The annual meeting of the Club shall be held in October of each year, at such place and time as the Board of Governors may determine.

b)      The annual meeting shall be for the purpose of electing Governors, presenting, committee reports and for the transaction of such other business as may be indicated in the notice or may be brought before it.

c)      Notice of the annual meeting shall be given by mail to the members at least fifteen (15) days prior thereto.  This notice shall include the names of the candidates nominated by the Nominating Committee.

d)     Independent nominations may be made as provided by Article 9, Section 2.

 

Section 2         Only active members shall be entitled to vote at the annual meeting of the Club, each Bond representing one (1) vote only.  Any member may be represented by proxy if not able to attend in person; however, a proxy will be considered valid only if confirmed by a written authorization signed by the absentee and presented to the Chairman.  Voting may be via voice but then (10) members, including those represented by proxy, shall have the right to demand voting by roll call.

 

Section 3         Whenever a notice to members is required, the mailing of such notices to the last known address of the members shall constitute notice.

 

Section 4

a)      The Board of Governors may, be resolution, establish from time to time, a schedule of its meetings and rules for the conduct thereof.

b)      Notice of the regular monthly board meetings shall be mailed to each member of the Board of Governors at least five (5) days before the date of the meeting.

 

Section 5

a)      Special meetings of the Board of Governors may be called by the President, and shall be called by the Secretary upon the request of two (2) members of the Board of Governors.

b)      Notice of special Meetings of the Board of Governors shall be mailed to each member of the Board of Governors at least five (5) days before the date of the meeting, with the exception of emergency Board meetings.  Notice via telephone and/or in person to all Board Members may constitute notice of Emergency meeting.

 

Section 6

a)      Special meetings of the club may be called by the Board of Governors.  Also, upon the written request of thirty (30) memberships to the Secretary, stating the purpose thereof.  A special meeting shall be called by the Secretary within thirty (30) days.

b)      Special meetings of the Club may be held on five (5) days notice by mail to all memberships.  This notice shall state the purpose for which the special meeting is called, and no other business shall be transacted thereat.

 

 

Article 9          NOMINATIONS

 

Section 1

a)      There shall be a Nominating Committee to be composed of five (5) members of the Club.  Three (3) members shall be elected at the annual meeting of the Club; the other two (2) shall be elected by the Board of Governors from among the Governors whose terms of office shall not expire at the next annual meeting of the Club.  A vacancy occurring among the three (3) members chosen by the Club shall be filled by the remaining members or member so chose.  A vacancy occurring among the two (2) members chosen by the Board of Governors shall be filled by the Board of Governors.

b)      The Nominating Committee shall nominate the candidates for the vacancies of the Board of Governors to be filled at the annual meeting and the three (3) candidates for the next year’s Nominating Committee, and shall report such nominations to the Secretary on or before September 16.  Such report to be available to members upon request.

 

Section 2         Independent nominations of candidates for election at the annual meeting may be made by letter, signed by fifteen (15) members and with consent of nominee and delivered to the Secretary at least fifteen (15) days before the annual meeting.  The Secretary shall give notice thereof to all members entitled to vote at least five (5) days before the annual meeting.

 

Section 3         Nominations may be made from the floor at the annual meeting to fill vacancies, whenever candidates have not been nominated by the Nominating Committee.

 

Article 10        COMMITTEES       

 

Section 1

a)      The standing committees shall be Pool and Grounds, Program, Membership, Publicity, Finance, Rules and Nominating.

b)      The duties and powers assigned in these By-Laws to the standing committees shall be subject to the authority of the Board of Governors.

 

Section 2         The Pool and Grounds Committee shall exercise supervision over the pool and grounds, the improvement and maintenance of the pool, buildings, operating equipment and grounds.


Section 3         The Program Committee shall prepare the program as authorized by the Board of Governors.

 

Section 4         The Membership Committee, in accordance with Article 6, Section 4, shall investigates and report to the Board of Governors upon the desirability of applicants for membership.

 

Section 5         The Publicity Committee shall attend to the publication of affairs of the Club which are of general interest.

 

Section 6         The Finance Committee shall prepare the annual budget for submission to and approval by the Board of Governors, and shall exercise general supervision over the financial transactions for the Club.  The Finance Committee shall cause the books and records to be audited at least once yearly.

 

Section 7         The Rules Committee shall prepare rules of health and good conduct in connection with the operation of the pool and shall, in conjunction with Pool and Grounds Committee, see that the rules and regulations of the Club are enforced.

 

Section 8         The Nominating Committee, in accordance with Article 9, Section 1, shall nominated candidates for the Board of Governors and for the Nominating Committee for the succeeding year.

 

Article 11        MISCELLANEOUS

 

Section 1

a)      Each person who acts as a Governor or Officer of the Club shall be indemnified by the Club 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 Governors or Officers of the Club, except in relation to matters as to which he/she shall be adjudged in such action, suit, or proceeding based on gross negligence or willful action, suit, or proceeding based on gross negligence or willful misconduct in the performance.

b)      The right of indemnification provided herein shall insure to each Governor and Officer referred to in (1), whether or not he is such Governor and Officer referred to in (1), whether or not he/her is such Governor or Officers at the time such costs or expenses are imposed or incurred, and in the event of his/her death shall extend to his legal representatives.

c)      All Officers empowered to handle money shall be bonded at the expense of the Club for the protection of the Club.

 

Section 2         Any questions as to the meaning or proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Governors.

 

Section 3         These By-laws may be amended by a two-thirds (2/3) vote of the total active members present in person or represented by proxy, at any meeting of the Club provided at least fie (5) days notice by mail of such amendment shall be given to each such member.

 

Section 4         All meetings of the membership shall be conducted in accordance with Roberts Rules of Order.