BY-LAWS OF SHERIDAN SWIM CLUB, INC.
Effective: March 21, 2016
A.) This Section shall govern the nomination of the nine (9) to eleven (11) Directors elected to terms beginning January 2017, and each annual election thereafter.
B.) At a regular meeting of the Board of Directors, at least thirty days preceding the Annual election, the President shall appoint a Nominating Committee of three to nominate members for election of the Board of Directors. This Committee shall consist of three members of the Board of Directors whose terms of office do not expire at the immediate election. At least fifteen days before the election the Nominating Committee shall post conspicuously in the CLUB building a copy of this section of the ByLaws, together with the names of the persons they nominate. Three percent of the voting members of the CLUB may be present in writing to the Nominating Committee not later than ten days before the Annual election the name of any Regular Member for nomination. The Nominating Committee shall post such names immediately. No person shall be eligible for election as Director unless his name shall thus have been submitted to, or nominated by said Nominating Committee.
C.) Election of Directors shall be by affirmative vote of a majority of the members of the CLUB in attendance, as provided in Article VI, Section 3 of the Constitution, at the Annual Meeting of the Membership. The Nominating Committee shall have charge of the election, shall count the ballots, and shall certify the returns to the Board of Directors.
D.) If the number of persons nominated does not exceed the number of Directors whose terms expire at the immediate election, then the Nominating Committee may dispense with voting by ballot and the election may be by acclamation.
Each Director and Officer whether or not then in office shall be indemnified and held harmless by the CLUB against all costs and expenses reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director or Officer of the CLUB except in relation to matters as to which a recovery shall
be had against him by reasons of his having been finally adjudged in such action, suit or proceeding to have been derelict in the performance of his duties as a Director or Officer, or the foregoing right of indemnifications shall not be exclusive of other rights to which he may be entitled as a matter of law.
Except as provided in the Constitution, the Board of Directors shall have the authority to borrow such sums of money as it may deem necessary for operation of the CLUB, maintenance, improvement or expansion of CLUB facilities, not to exceed an unpaid balance of $50,000; loans that would result in an unpaid balance greater than $50,000 require approval by a majority of the membership in attendance at the Annual Meeting or at a special meeting called for this purpose.
All contracts authorized by the Board of Directors shall be executed by the President or Vice-President and counter-signed by the Secretary.
Following the first meeting of the Board of Directors, the President may appoint as deemed necessary from the list of membership, standing committees to be known as the Auditing Committee, the House and Grounds Committee, the Membership Committee, the Social Committee, the Budget Committee, the Insurance Committee, and such other committees as shall be deemed necessary by the Board of Directors.
Auditing Committee – This committee if appointed and standing shall consist of three, and it shall be their duty to audit the accounts and books of the Treasurer and membership records and they shall make their report at the annual meeting of the Association.
House and Grounds Committee – This committee if appointed and standing shall have control of the CLUB facilities; it shall have authority to make all small improvements and repairs costing $250.00 or less, provided such expenditures are maintained within the limits of the CLUB’s established Budget; it shall supervise the manager and other employees; and it shall have authority to enter into contracts
regarding the clubhouse and employees thereof as may be necessary for its proper operation, maintenance and improvement, but such contract shall be ratified by the Board of Directors.
Budget Committee – The Budget Committee if appointed and standing shall meet throughout the year at such times and places as such Committee shall provide and said Committee shall prepare the annual budget, maintain a watch over the fiscal affairs and policies of the CLUB, advise the Board of Directors concerning any and all expenditures and the relation of the same to the budget.
Insurance Committee – The Insurance Committee if appointed and standing shall make recommendations to the Board of Directors concerning all types of insurance for the CLUB and shall have referred to it claims made by members or third persons and shall plan the insurance program for the CLUB.
Membership Committee- The Membership Committee if appointed and standing shall conduct member campaigns from time to time, as authorized by the Board. They shall investigate prospective members as a basis for recommending approval of application for membership, in accordance with Article IV in these By-Laws.
Other Committees – the President and Board of Directors shall have power to appoint any other committee for any purpose deemed expedient and advisable and to hold office not longer than until the next annual meeting of the CLUB.
At least one member of the Board of Directors shall always be a member of each of the previously mentioned Standing Committees, except the Auditing Committee and shall report to the Board of Directors concerning the meetings and activities of said Committees.
Each Standing Committee shall keep minutes of the meetings and file the same with the Secretary. They shall submit to the Board of Directors a monthly report of work done. It shall not enter into a contract or
incur any indebtedness or financial obligation of the Board of Directors except provided in Section 3 hereof. It shall have power to appoint such sub-committees for carrying on work under its direction, as it may deem necessary.
Subject to the approval of the Board of Directors, each committee shall have power to adopt such rules as may be necessary for the conduct of the whole entrusted to it.
No organization shall be effected within or in connection with the CLUB except with the approval of the Board of Directors, and all said organizations shall be under control of the Board of Directors, and their constitution, by-laws, and rules shall be subject to approval by the Board of Directors. The Board of Directors shall also have power to review their activities.
The President and Secretary shall be Ex Officio members of any and all such organizations.
Standing organizations of the Club are the Sheridan Swim Team and The Sheridan Diving Team.
The annual or operating budget of each Club organization or committee shall be approved by the Board of Directors each fiscal year. Expenditures not itemized in the approved budget must be pre-approved by the Board of Directors if the expenditure exceeds $1,000.00 for the Swim Team and $250.00 for all other committees and organizations.
Any person of acceptable moral stability, general character and temperament, reputation, and financial status shall be eligible for membership in the CLUB.
All applications for membership in any class shall be made in writing by the applicant on blanks prepared by the CLUB. The application shall give the name, address, and occupation of the applicant and state the class in which membership is desired. Such application shall be submitted to the Chairman of the Membership Committee and shall be reviewed and approved by him and then submitted to the Board of Directors for final approval, which shall be by majority vote of a Board quorum.
If an application for membership is rejected, the applicant is to be notified immediately by the Chairman of the Membership Committee.
Initial Membership Fee
Each applicant for membership shall pay an initial membership fee of $100.00 either upon application or during the first membership year. No further membership fee is required as long as the member continues to pay his annual membership dues. No initial membership fee is required for a Student Membership or a 13 & Under Membership.
A.) In the event of termination of membership, for whatever reason, or should a member fail to pay his annual membership dues, another initial membership fee must be paid before the person can again become a member.
Dues and Privileges
Annual dues for CLUB privileges shall be reviewed/revised by the Board of Directors as required. Summer Season is defined as the period from Memorial Day through Labor Day, inclusive.
Dues are payable in full each year upon the anniversary date of the approval of the member’s application for membership. However, the Board of Directors may by resolution provide for yearly dues to be paid in installments. The anniversary date for members who became members prior to the date of this amendment shall be May 1.
In the event of membership termination, such member shall generally not be entitled to a refund of any or all of his dues payment. Deviations from the provisions of this Section may be made at the discretion of the Board of Directors provided that such deviations are set forth in the minutes of a Board meeting; such minutes shall state the rationale behind the request for full or partial refund and the Board’s rationale for its decision to approve or reject said request.
In the event that a member shall fail to pay or make arrangements to pay the full amount of dues payable by the anniversary date, his CLUB privilege shall be suspended.
A Membership is categorized as follows:
A) Family membership is defined as two adults and unmarried children who reside with such member and are not self-supporting.
B) Single-Parent Family membership is defined as a single parent and unmarried children who reside with such member and are not self-supporting.
C) Individual membership is defined, as is a single member who is 18 or older and self-supporting.
D) Student membership is defined as student (college/high school or under) who is supported by their parents or legal guardian.
E) 13 & Under membership is available for kids that are 13 & under. They must be accompanied by an adult member to use the facility. Deviations from the provisions of this Section may be made at the discretion of the Board provided such deviations are set forth in the minutes of a Board meeting.
Termination of Membership
Termination of membership for any cause whatever shall operate as a release of all rights, or title to, or interest in, the property or assets of the CLUB. The CLUB assumes no obligation under or by reason of having issued such Membership, except the sole obligation to carry out the provisions of these By-Laws in good faith.
Action of the Board of Directors, by an affirmative vote of five (5) Directors, shall be required to suspend or expel any member, and such action shall be based on infraction of the CLUB Constitution, By-Laws, or Rules.
Rules and Regulations
Rules and regulations for the government, management and control of the CLUB may be adopted and promulgated by an affirmative vote of four members of the Board of Directors at any regular or special meeting of said Board. A copy of such rules shall be furnished to each member of the CLUB and, also, shall be posted in conspicuous places in the clubhouse. Any rule so promulgated by the Board of Directors may be rescinded at any annual or special meeting of the members of the CLUB by an affirmative vote of two-thirds of the members in attendance in person or by proxy at any such meeting.
Order of Business
The order of business at meetings of the CLUB shall be as follows:
1.) Call to order, roll call, and reading of minutes of the previous meeting(s).
2.) Member’s forum.
3.) Swim Team report.
4.) Dive Team report.
5.) Secretary’s report.
6.) Treasurer’s report.
7.) Unfinished business.
8.) New business.
9.) Pool Manager’s report.
The By-Laws of the CLUB may be amended by a two-thirds vote of the members in attendance, whether in person or by proxy, at any annual or special meeting of the CLUB. Each member shall be notified by the Secretary of any proposed changes or amendments to the By-Laws at least three days prior to the meeting.
These By-Laws may also be amended by the Board of Directors at any regular or special meeting of the Board by an affirmative vote of five (5) members of the Board, provided a notice stating the object of the meeting and giving a copy of the proposed amendment is mailed to each member of the Board at least five days prior to the date of the meeting at which said proposed amendment is to be voted upon; provided however, that the Board of Directors shall have no power or authority to make any amendment to the By-Laws which either rescind or amend Article X, Section 1 of these By-Laws, and provided further that no amendment of these By-Laws made by the Board of Directors shall become effective until 16 days after such amendment has been mailed or e-mailed to each member of the CLUB, and the adoption thereof has not been objected to in writing addressed to the Secretary of the CLUB by 25 or more of the members within 15 days.
Any amendment to the By-Laws proposed by the Board of Directors and rejected by objection of 25 members or more shall not become effective until adopted in accordance with Article X, Section 1 hereof.
Members entertaining guests on the club grounds shall upon entering the grounds register their names and the names and addresses of their guests in the club register at the club house or other place of registration designated by the Board of Directors and pay the fees required (if any) in accordance with the schedule as fixed by the Board of Directors.
No guest shall be admitted to the grounds unless the entertaining member or one of his immediate family is on the grounds, nor shall the guest remain on the grounds after the departure of the entertaining member.
Guests cannot introduce other guests to the grounds.
On request of a member, the Secretary may issue a guest card to Non-Residents, which are defined as persons visiting a member and residing outside of Adams County, for a period not exceeding two (2) weeks, upon payment of fees established by the Board of Directors.
Amendment of Article of Incorporation
The Article of Incorporation shall not be amended except by two-thirds vote of the members in attendance at any annual or special meeting of the CLUB, provided however that each member shall be notified by the Secretary at least three days prior to the meeting.