CONSTITUTION OF SHERIDAN SWIM CLUB, INC.
Effective: January 1, 2018
Name and Object
The name of the corporation shall be “Sheridan Swim Club, Inc.”, hereinafter referred to as the “CLUB,” incorporated under the statutes of the State of Illinois relating to corporations “not for pecuniary profit.”
The purpose for which this corporation is formed is to conduct a swim club to provide exercise, recreation and social enjoyment for its members, and for the promotion of swimming and other sports.
Business and Property
The CLUB shall not engage in any transaction for pecuniary gain to its members, and none of its net income shall inure in whole or in part to any individual; nor shall it enter into an indebtedness other than that which may be necessary to maintain the CLUB’s affairs, such as providing for grounds, club house, pools and other facilities, and incidental expenses thereof for the purposes stated in these articles.
The CLUB may hold or dispose of such property, real or personal, as may be given, devised, or bequeathed to it; may purchase, acquire, and dispose of such property as may be necessary to carry out the purposes of the CLUB.
The title of all property of every kind and character belonging to the CLUB shall be vested in the CLUB in its corporate capacity and no member shall have any right, title, or interest therein except that in case of dissolution the property remaining after payment of debts shall be distributed pro rata among holders of valid Memberships.
The membership shall consist of one class of membership. Members shall be limited to seven hundred (700) in number with a max of seven hundred fifty (750) in number, shall be twenty-one (21) years of age or over and shall have paid in full their initial membership fee as provided in Article III, Section 2.
All Members except for Student Members and 13 & Under Members shall pay a membership fee of $100.00.
A.) The Board of Directors, if it deems it necessary to the best interests of the CLUB, may from time to time establish financing plans for deferred payment for membership fees.
Members who have paid their initial membership fee in full and are current in their financial obligations to the CLUB shall be entitled to vote in meetings of the CLUB or have a voice in its affair or hold office in the CLUB. Each member over 21 years of age is entitled to one vote. Families holding a Family Membership are entitled to two (2) votes per family.
Memberships in the Club are non-transferable by the member.
The control and management of the Club shall be vested in a Board of Directors consisting of nine (9) to eleven (11) members. Nine (9) base members serving three (3) year term and up to two (2) additional prior board members voted annually by the Board of Directors to serve in mainly an advisory role.
Directors may be elected to serve up to two (2) consecutive three-year terms; however, must be nominated by the Boards election committee.
Beginning with the election of Directors at the 2015 Annual Meeting of the Membership, and thereafter, all Directors shall be elected for a term of office of three (3) years. The Board of Directors Succession Chart is to be maintained by the CLUB Secretary. This Chart is a “living document” and shall be incorporated in Article 1 of the By-Laws.
The Board of Directors seeks to disqualify Sheridan employees from serving on the Board. This would eliminate any conflicts of interest and possible personnel issues.
Whenever a vacancy in the Board of Directors shall occur among the nine (9) to eleven (11) Members, the Board of Directors for the balance of such expired term shall fill such vacancy.
The Board of Directors shall elect from its members within ten (10) days after the annual meeting, a President, Vice President, Secretary and a Treasurer, who shall be officers of the CLUB and of the Board and who shall hold office for one year or until their successors have been elected. Officers may be removed from office at any Board Meeting by a majority vote of the entire Board.
The Board of Directors shall meet a minimum of twelve (12) times annually in regular sessions. Meetings of the Board of Directors shall be held at the call of the President, or, in his absence, the Vice President, or at the call of a quorum of the Board; five (5) members of the Board shall constitute a quorum.
In the event of a tie vote at a Board of Directors meeting in which the entire Board attends, the President’s vote shall be deciding.
Duties of Officers
The duties of officers shall be such as are usually performed by like officers in similar organizations and such other duties as shall be required of them by the Constitution of By-Laws of the CLUB or its Board of Directors.
The Board of Directors shall control and manage the affairs of the CLUB, the appropriation of its funds, and make all contracts, shall have the right to borrow money within the limits provided in the By-Laws, to authorize the note of the CLUB therefore and any with the consent of the corporation, expressed by majority at any regular meeting or special meeting called for that purpose, pledge the CLUB property as security for an indebtedness. The President, with the approval and consent of the Directors, may appoint from their number, or from the members of the CLUB, such committees, as occasion requires. It shall be the duty of the Board of Directors to prescribe and publish rules regulating the use and occupancy of the CLUB building and grounds, the care and protection of its property, and to define the powers and duties devolving upon the committees aforesaid.
The Board of Directors shall have the power to suspend or expel members by vote of at least five (5) Board members, for any conduct which they deem improper or prejudicial to the interests of the property of the CLUB; to fix and enforce penalties for the violation of the By-Laws and Rules; to prescribe rules for the admission of strangers or guests; to call special meetings of the CLUB to consider specific objects; to make, alter and amend the rules for the Board’s government.
The President shall preside at all meetings of the membership and of the Board of Directors and shall perform such other duties as usually devolve upon that office. He shall be a member of all standing committees of the CLUB.
The Vice-President shall, in the absence of the President, or in the case of his inability to act, perform his duties.
The Secretary shall keep the records of the corporation and of the Board of Directors; he shall carry on all correspondence, and keep a correct list of members and their addresses. It shall be his further duty to notify members of the time and place of special meetings.
The Treasurer shall receive or collect all dues, assessment, fines and other amounts due the CLUB, giving receipt therefore. He shall be the general custodian of all funds belonging to this corporation and shall deposit such funds in the name of the CLUB in such Bank or Trust Company as may be designated by the Board of Directors. He shall keep a true record of all receipts and disbursements and shall make a full report of the CLUB’S financial condition at each annual meeting and at such times as the Board of Directors may require. His accounts shall be audited before the annual meeting for the CLUB by an Auditing Committee appointed by the President. In his absence or inability to act, the President or Vice-President shall disburse funds.
The Annual Meeting of the Membership shall be held in the month of January on a date to be determined by the Board of Directors. Notice of the meeting shall be mailed by the Secretary to each member at least ten (10) days prior to the meeting. The meeting shall be held at the CLUB facility or any other place in the City of Quincy selected by the Directors.
The President, or the Board of Directors, may call a special meeting of the Regular Membership of the CLUB at any time he/they may deem advisable; and it shall be the President’s duty to call such special meeting whenever requested in writing by twenty-five or more Regular Members. Notice of the time and place of any special meeting, stating the object thereof shall be mailed or emailed by the Secretary to each regular member at least three (3) days in advance.
Twenty-five (25) Regular Members, or twenty (20) percent of the total Regular Membership, whichever is smaller, in attendance either in person or by proxy shall constitute a quorum at any annual or special meeting of the membership.
Proxies shall be closed ended for specific meetings only (annual and special meetings). Prior to each specific meeting, the Club Treasurer and Secretary must validate all proxies.
Dues and Assessments
The dues for the respective classes of membership shall be as stipulated in the By-Laws. Special assessments shall be levied upon the members of the CLUB only by action of a majority vote of those in attendance at any regular or special meeting called for that purpose, and the Board of Directors shall not have the power to assess any members to improve the club facilities without such approval.
By-Laws for the government and conduct of this CLUB shall be enacted by the Board of Directors. Said By-Laws shall provide for the repeal, alteration, or amendment of the same by the members; such By-Laws shall be subject and subservient to all the articles and provisions of this Constitution.
This Constitution may be amended in whole or in part by an affirmative vote of two-thirds of the members of the CLUB in attendance as provided in Article VI, Section 3, at any annual or special meeting after such amendments are proposed in writing and read at one meeting and acted upon at a subsequent meeting to be held for that purpose. At least ten days’ notice by mail containing the proposed changes shall be given to all the members by the Secretary of the CLUB previous to the time when the enactment shall be finally voted upon.