BYLAWS OF BOLTON SWIM AND TENNIS LTD.
Adopted by the Board of Governors March 10, 1973
Revised and approved by the Board of Governors September 18, 1974
1. ANNUAL MEETING
The annual meeting of the stockholders of the Corporation shall be held in some convenient public place. At least thirty (30) days’ written notice shall be given by the secretary to the stockholders. The annual meeting, unless otherwise determined by the Board of Governors, shall be on that day, other than a Sunday or legal holiday, which most nearly approximates on e full year from the date of the last annual meeting.
2. GOVERNORS AND OFFICERS
Seven members of the Board of Governors shall be elected to serve for a three (3) year terms at each annual meeting of the Corporation. The two preceding presidents will serve as members of the Board of Governors. Immediately following that annual meeting the Board of Governors shall elect the President, Vice Presidents, Secretary, Treasurer and Counsel from among the members of such Board, to serve for the ensuing year or until their successors are nominated and elected. Vacancies in the Board of Governors shall be filled by the Board, the term of any person so appointed to run for the unexpired term of the person replaced. The President may appoint a Recording Secretary, who need not be a member of the Board.
3. MEMBERSHIP PRIVILEGES
Members in good standing shall have the right to vote for Governors of the Corporation and to use of the Club facilities subject to such rules and regulations as may govern use of the same. Each share of stock in good standing shall entitle the owner or owners thereof to one (1) vote in elections for Governors of the Corporation. Voting shall be upon ballot supplied by the Secretary and no ballot shall be deemed valid unless voted for one (1) nominee for each vacancy to be filled by election in the Board of Governors. Each stockholder shall vote in person except as specified herein. Proxies shall be voted only as follows: (i) Written proxy of any co-owner of a share by any other owner; (ii) Written proxy of any spouse by the other spouse.
Twenty-five per cent (25%) of all issued and outstanding stock of the Corporation shall constitute a quorum for the annual membership meeting. Seven (7) Governors shall constitute a quorum for the meetings of Governors. Three (3) members of the Executive Committee shall constitute a quorum for meetings of such Committee. Twenty-five per cent (25%) of the membership of any appointed committee shall constitute a quorum for the conduct of that committee’s business.
5. RESTRICTIONS UPON TRANSFER
(a) The first 175 subscribers to the stock of the Corporation shall be deemed charter members and their certificates shall be marked accordingly. Charter members wishing to sell their stock may do so without offering the same to the Corporation upon notifying the Corporation of the intention to sell and supplying the Corporation wit h the name of the proposed purchaser. The Corporation may require the appearance of the proposed purchaser and the furnishing by such purchaser and/or the member wishing to sell, of such information as may be reasonably necessary to acquaint the Corporation with the purported purchaser. The name and particulars obtained relating to the purchaser shall be disclosed to the Governors at the next succeeding meeting of the Board of Governors following the notification of intention to sell and unless such purported purchaser is found unacceptable by majority vote of the Governors then present, such purchaser shall be approved by the Corporation.
(b) Memberships commencing with the 176th subscriber shall be non-charter memberships. Until such time as the Board of Governors shall otherwise determine, the cost per non-charter membership share shall be $250.00 and an initiation fee of $50.00. Non-charter shares shall not be sold or otherwise transferred without first offering the same to the Corporation at a price which is equal to the price then being charged by the Corporation for new membership shares, at the price last charged by it for such.
6. MEETINGS OF GOVERNORS
The Governors of the Corporation shall meet at the call of the chairman upon waiver of notice, or one day’s written notice, of time and place of meeting. All meetings of the Board of Governors of the Corporation shall be general meetings at which all business pertaining to the affairs of the Corporation shall be discussed and decided. The Board of Governors shall meet not less frequently than once in each month during the months of April through September, and once in each quarter during the remaining months of the year.
7. POWERS OF THE BOARD OF GOVERNORS
The Board of Governors of the Corporation shall have full powers to carry on all business of the Corporation and to enter into contracts on its said behalf, and to give mortgages, and to incur any indebtedness on its behalf or on behalf of its membership, but not to exceed as to any share of stock the sum of Eight Hundred Dollars ($800.00).
8. GOOD STANDING
A member shall be deemed in good standing unless:
(a) The member is suspended for disciplinary infraction, or
(b) The stock certificate held by the member is not paid up, or
(c) The present and any prior annual membership fee has not been paid up, or
(d) Any bills rendered to the member by or on behalf of the Corporation remain unpaid in excess of thirty (30) days after having been rendered.
9. EXECUTIVE AND OTHER COMMITTEES
The Executive Committee of the Corporation shall consist of its President, its three Vice Presidents, its Secretary, its Treasurer, and its Counsel. The Executive Committee shall report to and be answerable to the Board. It shall carry on the day to day executive functions of the Corporation. Meetings shall be at the call of the President, or any Vice President, upon such notice as shall be reasonable under the circumstances. The President shall appoint and retain such other committees from among the Governors and membership as he shall, from time to time, in his absolute discretion, determine. Action by the Executive and other committees shall be by majority vote.
10. NOMINATION AND ELECTION OF GOVERNORS
At annual meetings of the membership, only those persons shall be placed in nomination for the Board of Governors as to whom the following procedural requirements have been met:
(i) The person nominated must be a member in good standing of the Corporation;
(ii) Prior to the annual meeting such person must have executed a consent to be nominated to the position of Governor of the Corporation, which consent is in the hands of the Secretary not later than five (5) days immediately prior to the date of such meeting;
(iii) Such person must be nominated by not less than five (5) nominators, all of whom must be members in good standing and have signified their nomination in writing to the Secretary of the Corporation at least five (5) days prior to such meeting.
At the annual meeting, the names of nominees shall be arranged by random selection on a ballot to be prepared by the Secretary. The Secretary shall distribute to each person in good standing (whether appearing in person or by proxy) who attends the annual meeting a ballot which fully designates thereon the fractional portion of the vote of the share represented to which the applicant is entitled. In determining the fraction, the numerator shall be one (1) and the denominator shall be the total number of persons to whom the share was issued. The Secretary shall make no other markings upon the ballot. Following distribution and marking of the ballots, the President shall appoint such tellers as he deems reasonably necessary for the proper counting thereof. Each nominee shall also have the right to appoint a teller. Those seven (7) persons receiving the highest number of votes shall be elected Governors of the Corporation.
11. INDEMNIFICATION OF GOVERNORS, OFFICERS AND MEMBERS OF COMMITTEES
The Governors and Officers of the Corporation while acting in good faith on its behalf shall not be held responsible for any loss or depreciation in the value of its assets and the Corporation shall indemnify them and save them harmless (including reasonable attorneys’ fees) from all and any claims, demands, suits, or other proceedings, in any way arising out of the performance of their duties as such Officers and Governors, except such as are occasioned by their willful or malicious wrongs.
Rules for the governing of the use of the Club’s facilities shall be promulgated by such Rules Committee as the President shall from time to time establish. Such rules shall become effective upon such reasonable notice to the membership as may be practicable under the circumstances. The power of the Rules Committee shall include (but not be limited to) the suspension of use privileges of any person for such period or periods as such committee shall determine. The rules of the Rules Committee shall be at all times subject to such inclusions, deletions and modifications as the Board of Governors shall by motion adopt.
Any person deeming himself aggrieved by any act or omission of the Corporation, or any of the agents, servants or employees thereof, may petition the Board for redress. Such petition shall be in writing, delivered to the Secretary, and shall contain such factual information as shall be reasonably necessary to determine the nature of the grievance and the relief sought. Any such grievance may, at any time, be considered by the Board and shall be so considered upon the request of not less than three (3) Governors. In the event the Board shall hear such grievance, it shall notify the petitioner of the time and place thereof, and such person shall be entitled to be present, to address the Board, and to present such facts and witnesses as he may deem necessary.
14. ANNUAL MEMBERSHIP FEE
Upon the application of any member and for good cause shown, the Board may, as to that member, assess such smaller portion of the annual membership fee established by it as shall, in its sole discretion, equal said member’s proportionate share of debt service and related expenses, plus, the annual operating expenses of the Club facilities, prorated on the basis of use.
15. AMENDMENTS TO BYLAWS
These bylaws may be amended only by two-thirds (2/3) vote of the entire Board of Governors, at a meeting called for the purpose, or at a meeting one of the purposes of which is to pass upon such amendments. The Governors shall be given such prior notice of the intention to amend as shall be reasonable under the circumstances.