TIMBERWYCK SWIM AND TENNIS CLUB
The Board of Governors
Section 1 The Board of Governors shall consist of ten (10) Governors elected as set forth in the following section of this Article.
Section 2 Then (10) active members of the Club shall be elected to the Board of Governors at the meeting of the active membership in January 1969. Of these members five (5) shall serve a term of one (1) year, or until their successors have been elected, and five (5) shall serve a term of two (2) years, or until their successors have been elected. After completion of the first year of existence of the Board of Governors, five (5) Governors shall be elected at each Annual Meeting, and they shall serve a term of two (2) years, or until their successors have been elected.
Section 3 Only active members shall be eligible to serve as members of the Board of Governors. Governors must be of legal age, and must be residents of good standings with permanent residence in Delaware County, Pennsylvania.
a) Nominations for the Board of Governors shall be made by the Nominating Committee. The notices of the Annual Meeting sent to the active membership shall state the names of the nominees for Governors and shall include reference thereto if any nominee is an incumbent.
b) Nominations for Governors may be made in writing signed by at least ten (10) active members and mailed to the Secretary not less than twenty (20) days before the date of the Annual Meeting. Nominations so made shall be included in the official ballot mailed to active members with the notice of the Annual Meeting.
c) Nominations, properly seconded, may also be made from the floor at the Annual Meeting of the active membership.
Section 5 Members of the Board of Governors or Officers shall receive no more than a 20% discount to the annual membership as compensation for their services. In order to receive this discount the Governor or Officer shall attend more than 80% of the Board Meetings and participate in Season Opening and Closing tasks.
Section 6 Meetings of the Board of Governors shall be held at such time and place as a majority of the Governors may from time to time appoint, or as may be designated in the notice calling the meeting. The Board of Governors shall hold regular meetings not less than four (4) times per annum.
Section 7 Written notice of every regular meeting of the Board of Governors shall be given to each member of the Board of Governors at least five (5) days prior to the day named for the meeting. Special meetings, however, may be called upon one (1) day’s notice.
Section 8 A majority of the the Board of Governors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Governors present at a meeting at which a quorum is present shall be the acts of the Board of Governors; provided, that if all the Governors shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid as though it has been authorized at a meeting of the Board of Governors.
Section 9 Vacancies in the Board of Governors shall be filled by a replacement elected by a majority of the remaining members of the Board, and each person so elected shall be Governor until his successor is duly elected.
Section 10 The Board of Governors may declare vacant the office of a Governor or Officer if he be declared of unsound mind by an order of court, or convicted of a felony, or for any other proper cause, or if within sixty (60) days after notice of his election he does not accept such office either in writing or by attending a meeting of the Board of Governors, provided however, when such action be contemplated, the offending Governor shall be given ten (10) days advance notice in writing of the meeting at which such action is contemplated.
Section 11 Meetings of the Board of Governors shall be presided over by the President. In his absence the Vice President shall preside, and if neither the President nor Vice President is present, the Governors present shall elect a presiding officer for such meeting. The Recording Secretary, or, in his absence, a Governor appointed by the presiding officer, shall record minutes of all meeting of the Board of Governors.
Section 12 The Board of Governors shall have the power to make or authorize all purchases necessary or desirable for the operation of the Club and to employ, or authorize the employment of, all employees of the Club and to fix compensation of employees, and to do or cause to be done all other things necessary for the operation and maintenance of the Club.
Section 13 The Board of Governors shall prescribe rules for the government and use of Club facilities and perform such duties as they in their discretion may deem to be for the best interest of the Corporation; provided, however, that they shall not alienate or mortgage any of the real property of the Corporation in excess of twenty (20) percent of the combined value of the real property and improvements to be erected thereon without the authority of active membership given by majority vote of those voting at an Annual Meeting or a Special Meeting. None of the above provisions shall apply to a mortgage or other indebtedness deemed necessary by the Board of Governors to be incurred for the purposes of the initial purpose of land and initial construction of Swim pool and facilities.
Section 14 The Board of Governors shall submit to the active membership at each Annual Meeting a report showing the state of membership and finances setting forth the transaction of the previous year. A copy of this report shall be mailed to every active member of the Club with the notice of the Annual Meeting.
Section 15 The Board of Governors shall have supervisions over all committees and power to direct their effort and to alter or amend and approve any rules or regulations prescribed by any committee.
Section 16 The Board of Governors shall secure the fidelity of the Treasurer of the Club and may secure the fidelity of any or all of the other offices, assistant officers, or employees by bond or otherwise and in such amount as shall be deemed proper.
Section 17 The Board of Governors shall provide the membership with annual financial statements for the previous calendar year at the annual member meeting.
Section 18 Each Governor and Officer of the Corporation shall be indemnified by the Corporation against the expenses reasonably incurred by him and/or damages imposed upon him in connection with the defense of or as the result of any action legally taken or alleged to have been taken by him as a Governor or Officer of the Corporation. This indemnification shall not be effective in the case of any action or omission of any action as to which he shall be liable under the provision of any Federal or State statute or as to which he may be liable by reason of dereliction in the performance of his duties as a Governor or Officer of the Corporation.
Section 19 The Board of Governors shall secure for the protection of the Corporation public liability and property damage insurance and other forms as may be deemed necessary fully covering complete operations of the Corporation.
Section 1 The Officers of the Corporation shall consist of a President, a Vice President, Secretary, and a Treasurer, and such assistant officers and agents as the needs of the Corporation may require.
Section 2 Officers shall be elected by and from the Board of Governors at the first regular meeting following the Annual Meeting of the Corporation and shall serve for a term of one year or until their successors are elected and have qualified. Governors shall be eligible to serve as Officers of the Corporation.
Section 3 Any vacancy among the Officers shall be filed by the Governors, and such appointed Officers shall serve until the newly constituted board meets after the Annual Meeting of the active members.
a) The President shall preside at all meetings of the Board of Governors and membership; he shall in conjunction with the Secretary sign all contracts and papers relating to the affairs of the Corporation; he shall make all appointments to committees subject to confirmation by the Board of Governors, and shall be ex-officio a member of all committees, and shall perform all other acts properly belonging to his office, including executive supervision of all activities of the Club and of the employees thereof.
b) The President may authorize expenditures and payments for current operating supplies and equipment and fixed assets without further approval of the Board of Governors if the funds authorized to be expended have already been included in a budget approved by the Board of Governors, provided that all bills for such expenditures shall be presented to the Board of Governors at the next regular meeting.
Section 5 The Vice President shall assume the full responsibilities, duties, and obligations of the President during the absence of the President.
a) The Secretary shall make and keep minutes of all meetings of the Board of Governors, and of meetings of the active members and shall be prepared to present these minutes at the next or at future meetings, if required.
b) The Secretary shall maintain a membership record containing the names and addresses of each member, and in any case where membership has been terminated, facts as to reasons for termination shall be recorded in the records together with the dates on which each membership ceased.
c) The Secretary is charged with the responsibility for issuance of the membership cards of the Club and maintenance of records of persons to whom such cards have been issued.
d) The Secretary shall attest the signature of the Officers of the Corporation which required on contracts or other papers relating to the affairs of the Corporation, and shall have custody of the Corporate Seal.
e) The Secretary shall conduct all official correspondence and to keep a correspondence file.
f) The Secretary shall issue calls for meetings with the proper notice at the request of the person or persons authorized to call meetings.
a) The Treasurer shall maintain a record of all financial transactions of the Corporation and be prepared to render an accounting at any meeting of the membership or Board of Governors as may be requested.
b) The Treasurer shall be responsible for the receipt of all monies due the Corporation and deposit of same in banking institutions approved by the Governors.
c) The Treasurer is authorized to pay any charges imposed by designated banking institutions for service if such charges are deemed proper by him.
d) The Treasurer shall sign all checks and make all disbursements on approved billings and vouchers, all checks to be countersigned by one other officer.
e) The Treasurer will, when authorized by the President, advance not to exceed two hundred dollars ($200.00) to any Officer, Governor, or Committee Chairman of the Corporation who is required to make purchases for cash. In each such instance the Treasurer shall require accounting from the person receiving such cash.
f) The Treasurer shall issue shares and keep or cause to be kept a Corporation Stock Transfer Book showing names and addresses of the holders of shares in the Corporation, together with the complete record of payment or payments and the number and the date if the certificate or certificates issued.
g) The Treasurer shall maintain such other records as may be required by the By-Laws or as shall be required of him by the Board of Governors.
Section 8 All Officers and agents of the Corporation as between themselves and the Corporation shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in the constitution or By-Laws or as may be determined by resolution of the Board of Governors.
Section 1 The Standing Committees of the Corporation may be appointed as needed by the President with the approval of the Board of Governors including a Membership Committee and such other committees as the Board of Governors shall authorize.
Section 2 A Governor shall act as Chairman of each Standing Committee.
Section 3 The duties of the Standing Committees will be assigned by the Board of Governors and in all cases Article I, Section 15, of these By-Laws shall apply to committee actions.
Section 1 The Club membership shall consist of active members. Active Members shall not exceed 100 in total.
Section 2 Active Members shall be defined:
a) All individuals of a “family group”.
b) An active member shall be approved by 3/5 of the Board of Governors of the Club.
c) No person shall be an active member unless his dues for the current year are paid when due and any other financial obligations to the Club are up to date.
d) Ownership of a capital share certificate or certificates is a prerequisite for an individual or family group to become an active member or members. No person shall be an active member unless he owns a share of Capital Stock and no person shall hold more than one capital share certificate.
e) The value of a capital share certificate shall be Five Hundred Dollars for all Active Members prior to May 1, 2017 and each capital share certificate issued after May 1, 2017 shall have a value of Two Hundred Fifty Dollars. Active Members shall have the right to sell their capital share certificate back to the Club provided 1) written notice is given to the Club of the member’s intent to sell such certificate and forfeit their membership and 2) tendered their capital share certificate to the Club. The Club shall not be obligated to pay any departing Member the value of their capital share certificate until a new active member joins the Club taking the departing member’s place.
f) The Board of Governors shall have the right and authority to establish an initiation fee on any member purchasing a capital share certificate after May 1, 2017 and such fee shall not be less than Two Hundred Fifty Dollars.
Section 3 For the purpose of this article a “family group” shall be defined as guardian(s) and dependents, whose permanent residence is in the same dwelling, except that the Board of Governors may in specific instances include in the “family group” other than the above whose residence in the same the same building. This may not be construed to include two family groups regardless of relationship. In the event of dispute, the status of any individual shall be as interpreted by the Board of Governors.
Section 4 Club privileges shall be granted only if dues for the current year are paid when due. Privileges shall be reinstated only after payment of a reinstatement fee to be set by the Board of Governors.
a) The dues shall be set annually by the Board of Governors.
b) Dues shall be payable for the year on May 1st of each year.
c) Failure of an active member to pay his annual dues by the aforesaid date shall result in an assessment of the amount of dues and fees outstanding, against the value of his share of stock. Upon redemption of such share of stock, a deduction in the amount of such assessment shall be made from the value of the share of stock. After two (2) years of non-payment of dues and fees, the member shall forfeit his membership and the value of his share of stock and title of that share of stock shall revert to the Club.
Meetings of Members
Section 1 The Annual Meeting of the Corporation shall be held in on or before opening day of the Club each year.
Section 2 Special meetings of the members may be called at any time by the President of the Board of Governors, or by the membership-at-large under Article V, Section 1 of the Constitution.
Section 3 Meetings of the Corporation shall be held at such place or places as the President of the Board of Governors may designate in the call for the meeting.
Section 4 Written notice of every meeting of the Corporation shall be given, by or at the direction of the person or persons authorized to call the meeting, to each member of record entitled to vote at the meeting, at least five (5) days prior to the day named for the meeting unless a greater period of notice is required elsewhere in these articles in a particular case.
Section 5 When a meeting is adjourned, with the intent of reconvening with five (5) days it shall not be necessary to give any notice of the adjourned meeting or business to be transacted other than by announcement at the meeting at which such adjournment is taken.
Section 6 The qualifications for voting at any meeting shall be set as forth in Article IV of the Constitution.
Section 7 A quorum at any meeting of the Club shall consist of twenty (20) of such members entitled to vote at the meeting, including proxies, provided that all the active members of the Corporation have been notified as prescribed in Section 4 of this Article.
Section 8 The active members entitled to vote present at a duly organize meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough active members entitled to vote to leave less than a quorum.
Section 9 A duly called meeting shall not be organized for transaction of business unless a quorum is present.
Section 10 If the meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided in these articles, adjourn the meeting to such time and place as they may determine; but in the case of any meeting called for the election of Governors, those who attend the second of such adjourned meeting, although less then a quorum as fixed in this article, shall nevertheless constitute a quorum for the purpose of electing Governors.
Section 11 The Annual Meeting or any special meeting called for the election of Governors may only adjourn from day to day until such Governors have been elected.
Section 12 Upon request of an active member the books or records of membership shall be produced at any general or special meeting of the Corporation.
Section 13 If at any meeting the right of any person to vote be challenged the presiding officer shall require the books or records of the Corporation to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be voting members may vote.
Section 14 Meetings of membership and Board of Governors shall be governed by Roberts Rule of Parliamentary Procedure.
Section 1 The fiscal year of this organization shall begin on January 1st and end on December 31st.
Section 1 The members entitled to vote shall have the privilege to amend or adopt or repeal By-Laws by a two-thirds vote of the members entitled to vote present at a duly organized meeting.