By-laws

THE WESTWOOD SWIM CLUB

The Pascack Valley Swim Club

“WESTWOOD Hub of the PASCACK VALLEY”

A Non-Profit Corporation

Incorporated under the

Non-Pecuniary Corporation Laws

of the State of New Jersey

BY-LAWS

Adopted May, 1984

Amended February, 1999

Amended September, 2009

FORWARD

 

The history of the Westwood Swim Club, Inc., goes back to 1960. The original Board of Trustees conducted intensive studies on the feasibility of a swimming pool for Westwood. The organizing Trustees of your Club benefitted from this research and after months of study, planning and execution we were unanimous in the opinion that the Westwood Swim Club, Inc., would represent the most practical solution to a swimming pool for the residents of Westwood and nearby communities.

From the very beginning, the Board of Trustees believed that swimming was not only a healthful form of exercise, but an enjoyable sport, would foster water safety, be an outlet for summer activity and provide adults and children alike with an opportunity for friendly community life.

The Westwood Swim Club, Inc., is your Club, you built it; you control it, and only you can keep it something you are proud to belong to and to which you will be proud to invite guests.

These By-Laws set forth the controls by which the affairs of the Club will be governed for the benefit of the entire membership. They are always to be construed in a manner which will further the purpose of the Club.

BY LAWS of the WESTWOOD SWIM CLUB INC.

As Approved by the Board of Trustees

May 22, 1962

ARTICLE I. TITLE AND OFFICERS

Section 1 – The title of this Corporation shall be “Westwood Swim Club, Inc.,” doing business as The Pascack Valley Swim Club, hereafter referred to as the “Corporation” or the “Club,” and its principal office shall be located in the Borough of Westwood, County of Bergen, State of New Jersey.

Section 2 – The Corporation shall have and continuously maintain a registered office within the Borough of Westwood at which shall be located a resident agent, upon whom process may be served. The registered office may be, but need not be, identical with the principal office. The Address of the registered office and/or the name of the resident agent may be changed from time to time by the Board of Trustees.

Section 3 – The Corporation may have such other offices within the Borough of Westwood as the Board of Trustees may deem necessary for the administration of its affairs.

ARTICLE II. ADMISSION OF MEMBERS

Section 1 – The Club shall have two classes of membership, as defined in Article II, Section 5. A membership may only be issued to the head of the household. A household shall be defined as a family permanently living together, consisting of head of household, spouse, and all unmarried children, also mother, father, or mother-in-law, father-in-law, who are not gainfully employed.

Section 2 – Only a person who is at least twenty-one (21) years of age and whose membership is not detrimental to the welfare and aims of the Club, may be admitted to membership. An exception as to age may be made in the case of a person who is admitted to membership pursuant to Section 3, Article IV.

Section 3 – The full Class “A” membership shall have full power to determine the number of members. The maximum membership shall not exceed four hundred (400). This number may be changed from time to time, but it may not be reduced below the number of members existing at the time of the change. If the Corporation memberships are at the determined maximum, all applications of prospective members shall be held in

Abeyance. A list of prospective members shall be available to any member and prospective member upon request.

Section 4 – Applicants accepted to membership shall pay a non-reimbursable initiation fee of $25.00. Said initiation fee shall be part of the first payment made to the Club by a member.

Section 5 – The Club shall have two (2) classes of membership. Persons admitted to Class “A” membership shall pay to the Westwood Swim Club a capital investment in the amount of $1,500.00. This sum may be paid by installments, and upon completion of payments, a certificate of membership will be issued to the member. This sum is refundable in the full amount of $1,500.00 without interest; see Article IV, “Termination of Membership.” Persons admitted to Class “B” membership shall not be required to pay a capital investment to the Club. Class “B” memberships are yearly memberships and are not automatically renewed. Throughout these By-Laws all references to membership shall be changed to either Class “A” and /or Class “B” memberships are applicable.

Definitions:

Class A membership – Will be a full bondholder of ($1,500). Class A membership will have full voting rights, automatically reserve their place on the membership rolls, can serve as a part of the Board of Trustees, as well as other benefits such as free swim lessons.

Class B membership – Will not be a bondholder, will not automatically reserve a place on the membership rolls, will not have voting rights, cannot serve on the Board of Trustees, and will pay other fees, such as swim lessons.

ARTICLE III. RIGHTS AND RESPONSIBILITIES

Section 1 – Except as provided by Section 3 of Article IV, each Class “A” membership shall be entitled to one vote on each matter submitted to a vote of the members. Class “B” membership does not have voting rights.

Section 2 – Each member of a household as defined in Article II, Section 1, shall be entitled to full use of the Club’s facilities. The Board of Trustees shall have full power to establish rules and regulations, including the charging of fees, with respect to the use of the Club’s facilities by other persons who reside in a member’s home, as well as by guests.

Section 3 – Seasonal dues will be due and payable on or before April 1st of each year. Any other charges and/or assessments will be due and payable 10 days from date of billing.

Section 4 – Each member shall abide by the rules and regulations established by the Board of Trustees or other designated personnel employed by the Board of Trustees.

ARTICLE IV. TERMINATION OF MEMBERSHIP

Section 1 – Except as otherwise provided by this Article, memberships are not transferable or assigned and must be surrendered to the Club upon termination.

Section 2 – A member may voluntarily resign from the Club at any time by submitting a written resignation to the Secretary. Such resignation shall not relieve the member so resigning of any obligations to pay dues or assessments previously imposed.

Section 3 – Death of the head of the household shall terminate that membership. The new head of the household has prior right to the deceased’s membership without payment of an initiation fee, subject to all other terms and conditions of these By-Laws. Any equity due or payable to the deceased shall be payable to his/her estate.

Section 4 – A member may be expelled from the Club, or suspended for a period not exceeding the remainder of the calendar year for good cause shown after an appropriate hearing as directed by the Board of Trustees without undue delay, and after a two-thirds vote of those Trustees present at any meeting of the Board. Reasons for expulsion, or suspension shall include, but not be limited to, delinquency or dues or assessments; theft of any Club property, habitual intoxication, abuse of any person or property associated with the Club either by the member of any person for whom he/she is responsible and any disregard for the Club’s rules and regulations. A person entitled to use the Club’s facilities under Section 2 or Article III may be similarly expelled or suspended, but such expulsion or suspension shall not affect the other rights of the member whose membership permitted such person’s use of the Club’s facilities. The Club Manager, or

his/her Assistant, in his/her absence, shall have the authority to deprive a member of Club privileges for the remainder of the day in accordance with the rules and regulations.

Section 5 – A person whose membership is terminated for any reason, and is not transferred pursuant to Section 3 of this Article, shall be entitled to receive from the Club the capital value of a membership less unpaid charges if replacement is obtained, or if not then, when funds (capital investment) become available.

Section 6 – Date of receipt of notice of a termination of a membership by the Club shall determine the order of withdrawal.

ARTICLE V. MEETINGS OF THE BOARD OF TRUSTEES

Section 1 – All meetings of the members shall be held within the Borough of Westwood.

Section 2 – Written notice of all meetings of the membership shall be served by the Secretary not less than ten (10) nor more than twenty (20) days prior to the day of the meeting.

This notice shall state the place, date and hour of the meeting and shall contain a brief description of the matters which will be submitted to the members. The deposit in the United States mails, with postage prepaid, of a notice addressed to the head of the household at the last address appearing on the records of the Corporation or email sent to the address provided by the member shall constitute full compliance with this Section.

Section 3 – Fifteen percent (15%) of the Class “A” membership shall constitute a quorum at any meeting. However, no action shall be taken without the membership notified two weeks in advance by mail. Specifically, sale of property, change of By-Laws, rules and regulations, change in capital structure and other major established procedures.

Section 4 – An annual meeting of the membership shall be held between 5;00 and 10:00p.m. on the first Monday of November for the purpose of electing Trustees and for the transaction of any other business which may properly come before the meeting. At the annual meeting of the membership, the procedure will be as follows:

  1. Secretary’s report.
  2. Treasurer’s report.
  3. Committee’s report.
  4. Unfinished and new business.
  5. President’s report.
  6. Introduction of Chairman of Nomination Committee who shall conduct the elections for members to the Board of Trustees.

Section 5 – Special meetings of the membership may be called at any time by the President or Acting President, in the absence of the President, by a majority of the Board of Trustees, or by written request of not less than twenty-five percent (25%) of the Class “A” membership. No business other than that described in the notice required by Section 2 of this Article shall come before a special meeting.

Section 6 – Except as otherwise provided by law or by these By-Laws, all matters voted upon the membership shall be decided by the majority vote of those Class “A” memberships present.

ARTICLE VI. BOARD OF TRUSTEES

Section 1 – All powers of the Corporation, except those specifically granted or reserved to the membership by law, by custom or by these By-Laws, shall be vested in the Board of Trustees which shall be composed of not less than five (5) nor more than fifteen (15) FULLY PAID UP members. The affairs of the Corporation shall be managed by the Board of Trustees; all Trustees must be Club members.

Section 2 – Nominees for Trustees must be a Class “A” Club member for a minimum of three years.

Section 3 – In the election of Trustees, each member shall have as many votes as there are vacancies to be filled. A member may cast one vote and no more for each candidate

he/she wishes to support. The candidates receiving the largest number of votes are thereby elected to the vacancies. Upon closing of nominations, ballots shall be distributed and collected by a committee of three tellers, which committee shall be appointed by the Board of Trustees.

Section 4 – A Trustee may terminate his/her officer ship upon filing a voluntary written resignation with the Secretary. A Trustee may be removed from office by a two-thirds (2/3) vote of the Board of Trustees for a cause which shall include but not be limited to habitual absence from meeting without satisfactory excuse, and continued neglect of duty. A Trustee may also be removed for cause by a two-thirds (2/3) vote of those present at any meeting of the membership. The membership shall be given prior written notification that this matter will come before the meeting.

Section 5 – Any vacancy which occurs before the end of a Trustee’s term may be filled by two-thirds (2/3) of the remaining Trustees. A Trustee so appointed shall serve until the next annual meeting, at which a successor shall be elected by the membership.

ARTICLE VII. MEETINGS OF THE BOARD OF TRUSTEES

Section 1 – All meetings of the Board of Trustees shall be held within the Borough of Westwood.

Section 2 – A regular annual meeting of the Board of Trustees shall immediately follow the annual meeting of the membership at which time the new officers shall be elected. The chairman of the Nominating

Committee shall conduct this portion of the meeting. At each regular meeting the Board of Trustees shall fix, by resolution, the time and place of the next regular meeting. The Secretary shall notify each Trustee ten (10) days in advance of meetings.

Section 3 – Special meetings of the Board of Trustees may be called any time by the President, Acting President, or by any four (4) Trustees. Notice of such special meetings must be given no later than five (5) days before the meeting, either in person, by telephone, or by mail. No business other than that communicated by the notice shall be considered at special meetings unless unanimously agreed to by the Trustees. In the event an emergency arises, an extra-ordinary special meeting may be called, as stated heretofore in this Section, by telephone or in person at the earliest possible convenience for a quorum to be present.

Section 4 – A quorum shall consist of a majority in the existing number of Trustees.

Section 5 – Except as otherwise required by law or by these By-Laws, the act of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees.

Section 6 – Absence of Trustee at regular meetings will make him/her subject to replacement.

ARTICLE VIII. COMMITTEE OF THE BOARD OF TRUSTEES

Section 1 – At its regular annual meeting, the President, with the approval of the Board of Trustees shall appoint from among its members persons to serve on any committee which is required by the By-Laws. The President may appoint the Chairman of the Committees.

Section 2 – The Board of Trustees may at any time approve other committees to which may be delegated authority in the management of the Corporation. Members of such committees need not be Trustees, but there shall be at least one Trustee among the members of each committee. The designation of such committees and the delegation thereto authority shall not operate to relieve the Board of Trustees, or an individual Trustee, of any responsibility imposed upon it, or him/her, by law.

Section 3 – The Board of Trustees may at any time discontinue any committee established under Section 2 of this Article. The Board of Trustees may also effect any change in the membership of any committee. All committee assignments shall terminate no later than at the time of the next regular annual meeting of the Board of Trustees.

Section 4 – Meetings of committees shall be governed, whenever applicable, by the same rules which apply to meetings of the full Board of Trustees.

Section 5 – The President shall appoint a Nominating Committee by the first (1st) day of September consisting of a chairman and two (2) other members from the membership to select four (4) candidates for prospective members to the Board of Trustees. The Chairman of the Nominating Committee shall preside over that part of the annual membership meeting concerned with the election of Trustees to the Board.

ARTICLE IX. OFFICERS

Section 1 – The Board of Trustees shall have the power to remove any officer by a two-thirds (2/3) vote of all Trustees. Written notice shall be sent to all Trustees of changes. An officer shall also lose office if at any time he/she ceases to be a Trustee or he/she files with the Secretary his/her voluntary written resignation. The Board of Trustees shall elect to any vacant office a successor from among the incumbent Trustees

Section 2 – The President shall be the principal executive officer of the Corporation. He/she shall preside at all meetings of the membership and the Board of Trustees. He/she shall be an ex-officer member of all committees approved by the Board of Trustees. He/she shall supervise and control the business and affairs of the Corporation and he/she shall see that all orders and resolutions of the Board of Trustees are executed. The President shall have all powers vested in his office by these By-laws by law or by custom, and he/she shall perform all duties ordinarily incident to his/her office in the event a majority of all Trustees, including the presiding officer, is not fully constituted on any action of the Board, then the President shall cast his/her vote to resolve the issue.

Section 3 – The Vice President, in the absence or in the event of the disability of the President, shall act in his/her place. The Vice President shall perform any other duties which may be assigned to him by the President or Board of Trustees.

Section 4 – The Secretary in the absence or in the event of the disability of the President or Vice President, shall act in their place and shall keep the corporate books, minutes of the proceedings at all meetings of the membership and of the Board of Trustees. He/she shall see that all notices are duly given in accordance with these By-Laws or in accordance with the law. He/she shall have custody of the corporate records except those properly in the custody of another office. The Secretary shall perform all duties assigned to him/her by law, by these By-Laws, by the President, by the Board of Trustees, or by custom.

Section 5 – The Treasurer shall have custody of and be responsible for all corporate funds and securities. He/she shall deposit all receipts and disburse funds in accordance with the provisions of Article XI. He/she shall maintain system approved by a Certified Public Accountant, selected by the Board of Trustees (but who is not a Board member). He/she shall submit financial reports to the Board of Trustees at each regular meeting and, when requested, at special or extraordinary special meetings. He/she shall submit the corporate records to the Certified Public Accountant prior to each annual meting to permit a report of the annual audit at the annual meeting of members. The Treasurer shall be responsible for the billing, collection and corporate records of all membership. He/she shall maintain records to determine the number of memberships in good standing and submit the current totals at each meting of the Board of Trustees and Membership Committee. He/she shall report to the Board of Trustees the names of any who are delinquent in their fiscal obligation. The Treasurer shall perform any other duties which may be assigned to him/her by law, by these By-Laws, by the President, by the Board of Trustees, or by custom.

ARTICLE X. DUES AND ASSESSMENTS

Section 1 – Dues and assessments shall be classified either as annual dues for operation, or as capital assessments.

Section 2 – Annual dues for operation shall be determined by the Board of Trustees at their first meeting, following the annual meeting. Notice of the amount of these dues shall be sent to the members by January 15th each year, and the dues shall be payable not later than April 1st of each year.

Section 3 – The annual dues for operation shall be based upon the operating expense budget the coming year.

Section 4 – A new membership who is admitted after the assessment of the annual dues for operation under Section 2 of Article X but before the end of the swimming season for that year, shall pay a proportionate amount of such dues, computed on a method to be determined by the Board of Trustees

Section 5 – If it happens that the annual dues for operation were not sufficient to meet the year’s actual operating expenses as approved in the annual budget, the Board of Trustees may impose on the members supplemental annual dues for operation to cover the deficiency.

Section 6 – All other assessments against members shall be capital assessments. Capital assessments may, therefore, include amounts assessed to provide funds for the improvement or enlargement of the Club’s facilities, to discharge indebtedness incurred for the improvement or enlargement of the Club’s facilities. All capital assessments shall be imposed equally on all members.

Section 7 – Capital assessments to provide funds for the improvement or enlargement of the Club’s facilities may be imposed by the Board of Trustees alone, in an amount not to exceed fifty dollars ($50.00) for any calendar year. Capital assessments which are in excess of fifty dollars annually may be imposed, only after approval by the membership at any duly held meeting of the membership.

Section 8 – Capital assessments to discharge indebtedness incurred for the improvement or enlargement of the Club’s facilities may be imposed by the Board of Trustees alone. However, no indebtedness may be incurred for the improvement or enlargement of the Club’s facilities without the approval by the membership at any duly held meeting of the members.

Section 9 – All payments required to be made to the Club by the membership under the authority of this or any other Article of these By-Laws are exclusive of any taxes which are now, or may be imposed on such payments by Federal, State or local laws. Any such taxes shall be paid by the membership immediately upon their accrual, and shall be in addition to any other required payments.

Section 10 – No dues, nor part thereof, shall be refunded in the event that pool operations are required to be suspended for any period.

ARTICLE XI. PROCEDURES FOR HANDLING RECEIPTS & DISBURSEMENTS

Section 1 – Depositories of the Club and respective balances shall be resolved by the Board of Trustees at any of its meetings. The Board of Trustees may by resolution replace, add or cancel depositories at interim meetings. Only one depository may be used for all receipts and all expenditures of the Club and it shall be known as “Westwood Swim Club, Inc.” account. Deposits in and withdrawals from other depositories shall be transacted only within this account.

Section 2 – Investments may be made when approved at a meeting of the Board of Trustees.

Section 3 – All payments by the membership must be directed immediately to the Treasurer. The Treasurer shall credit the accounts of each membership and acknowledge the amount and classification thereof on a form approved by the Board of Trustees.

Section 4 – All funds received must be deposited in the “Westwood Swim Club, Inc.” account within two (2) banking business days after receipt thereof. Benefits derived from interest bearing deposits or securities must be reported by the Treasurer at the next meeting of the Board of Trustees.

Section 5 – Vouchers, approved by the Board of Trustees are required prior to payment of all expenditures, except as designated in Section 6 of Article XI. The Vouchers must first indicate approval and/or receipt of services and/or material by the responsible officer, committee chairman or Club Manager, whose authority had first been established by the Board of Trustees.

Section 6 – A petty cash fund in the amount of $100.00 may be maintained by the Club Manager for small expenditures which require immediate cash payments. All payments therefrom must be enumerated on a voucher for replacement of the expended cash. The Treasurer shall have interim authority, subject to subsequent approval of the vouchers at the next meeting of the Board of Trustees, for replacement up to petty cash expenditures.

Section 7 – All checks and withdrawals from any depositories must be signed by the President or Vice President and countersigned by the Treasurer or Secretary. All checks and withdrawals from any depositories for amounts in excess of $1,000.00 must also be countersigned by any two Trustees other than officers. In the absence of or in the event of disability of sufficient eligible signers or countersigners, an extraordinary special meeting of the Board of Trustees shall be held for the purpose of resolving additional signers or countersigners.

Section 8 – All expenditures, including the replacement of petty cash, shall be made by check from the “Westwood Swim Club, Inc.” account. The cancelled checks and supporting vouchers therefore shall be retained by the Treasurer with the corporate records.

Section 9 – Upon completion of payment of the bond by Club member, a Certificate of Membership will be issued.

ARTICLE XII. FISCAL YEAR

Section 1 – The fiscal year of the Corporation shall be from the first day of November and will conclude on the 31st day of October.

ARTICLE XIII. SEAL

Section 1 – The Board of Trustees have prescribed the form of a corporate seal, which includes the words “Westwood Swim Club, Inc.” This seal shall be affixed to any document of the Corporation whenever required by law, by these By-Laws, by the Board of Trustees or by custom.

ARTICLE XIV. AMENDMENTS

Section 1 – These By-Laws may be amended only by a two-thirds (2/3) vote of the Class “A” membership present at any duly held meeting of the membership. The Board of Trustees reserves the right to amend these By-Laws at any duly held meeting.

ARTICLE XV. PARLIAMENTARY PROCEDURE

Section 1 – Roberts Rules of Order shall be the ruling authority in settling all points not specifically covered in these By-Laws.