BYLAWS of the WILLOW GROVE SWIMMING CLUB, INC.

ARTICLE I - NAME

The name of the Club shall be The Willow Grove Swimming Club, Inc.

ARTICLE II - OBJECT

The purpose for which this Club is formed is to promote the social, athletic and recreational interests of its members and, in pursuance thereof, to acquire, construct, own and operate a swimming pool and related social, athletic or recreational facilities in the County of Union, State of New Jersey.

ARTICLE III - GOVERNMENT

Section 1 - The Club shall be managed by a Board of Governors, nine in number.

Section 2 - At each Annual Meeting, three (3) Governors shall be elected from among the Members for a term of three years and their successors shall have been duly elected and their term shall commence at the start of the calendar year.

Section 3 - Any Member of the Board of Governors who shall cease to hold Membership in the Club shall automatically cease to be a Member of the Board of Governors.

ARTICLE IV - BOARD OF GOVERNORS

Section 1 - Consistent with these Bylaws, the Board of Governors shall:

   (a) Transact all Club business and make and amend rules for the regulation of the use of Club Property. It may appoint and remove such officers, clerks, agents or employees as it may deem necessary and may fix their duties and compensations.

   (b) Elect and admit members.

   (c) Fix, impose and remit penalties for violations of these Bylaws and Rules of the Club.

   (d) Elect from among the Members of the Board of Governors a President, a Vice President, a Secretary and a Treasurer.

   (e) If necessary, create the offices of Assistant Secretary and Assistant Treasurer and appoint one or more persons, who need not be members of the Club, to such offices.

   (f) Create such other offices as may be appropriate.

   (g) Constitute and appoint committees and define the powers and duties of same.

   (h) Fill any vacancy in the Membership of the Board of Governors to serve until the next Annual Meeting.2

Section 2 - The Board of Governors shall designate the bank or banks in which the funds of the Club shall be deposited and determine the manner in which checks, drafts and other instruments for the payment of the funds of the Club shall be executed. Only one signature shall be required for all checks, drafts or other instruments for the payment of money drawn in the name of the Club for amounts $5,000 and less. Any money drawn in an amount greater than $5,000 shall require two (2) signatures.

Section 3 - The Board of Governors shall cause the books of the Club to be audited annually by auditors selected by the Governors, who shall neither be Governors nor officers of the Club. The auditors shall submit a written report to the Board of Governors. A copy of said report shall be filed with the Secretary.

Section 4 -

   (a) The Board of Governors shall meet at least once a month during the months of March, April, May, June, July, August and September, and at such other times as meetings may be called.

   (b) Five (5) members of the board shall constitute a quorum.

Section 5 - In the event a question before the Board of Governors results in a tie vote which cannot be resolved at two successive meetings, the questions shall then be submitted to the Membership for decision.

Section 6 - Nothing in these Bylaws shall be construed to permit the Board of Governors to borrow or pledge the credit of the Club without the specific approval of two-thirds (2/3) of the Active Members and Fify Plus Members present in person or by proxy at a duly held meeting.

Section 7 - Any Member of the Board of Governors may be removed from office by a two-thirds (2/3) vote of the Active Members present, in person or by proxy at a duly held meeting in accordance with these Bylaws. A minimum twenty-one (21) day notice, of such motion to remove, shall be communicated to the Active Members prior to the meeting. 

ARTICLE V - OFFICERS

Section 1 - The officers of this Club shall be a President, a Vice President, a Treasurer, a Secretary and, if deemed necessary by the Board of Governors, an Assistant Secretary and an Assistant Treasurer. The President, Vice President, Secretary and Treasurer shall be elected annually be the Board of Governors from among its Members and shall hold office until the first meeting of the Board of Governors which shall be at the start of the calendar year following the Annual Meeting of the Club. The Assistant Secretary and the Assistant Treasurer shall be appointed and hold office at the Board’s pleasure.3

Section 2 - The President shall preside at the meetings of the Club and of the Board of Governors. He shall be the chief executive officer of the Club. He shall appoint, subject to confirmation by the Board of Governors, all standing committees, designating the Chairperson, thereof, and all special committees as may be directed. He shall be, ex-officio, a Member of all committees.

Section 3 - The Vice President, in the absence or disability of the President, shall act in his stead. He shall, under the direction of the President attend to the business, financial and other operations of the Club. He shall be, ex-officio, a Member of all committees.

Section 4 - The Treasurer shall be responsible for keeping the accounts of the Club, collecting its revenues and paying its properly incurred charges. He shall deposit funds of the Club received by him, in the name of the Club, in such depository as may be authorized by the Board. He shall perform such other duties pertaining to his office as may be designated by the Board.

Section 5 - The Secretary shall be responsible to issue the notices of the meetings of the Club and of the Board of Governors, keep minutes and perform such other duties pertaining to this office. He shall perform such other duties pertaining to this office as may be designated by the Board of Governors.

Section 6 - The Assistant Secretary and the Assistant Treasurer shall perform such duties as may be assigned by the Secretary or Treasurer, respectively.

ARTICLE VI - MEMBERS

Section 1 - Membership in this Club shall consist of the following classes of members: (a) Active (b) Senior ( c) Fifty Plus ( d) Associate (e) Special

Section 2

(a) Active Member - Husband, wife, head of family or person in whose name the Membership is held. The spouse and children, 21 years of age or under of such Active Member, shall be entitled to the full use of Club facilities;

(b) Senior Member - Active Member who has held continuous Membership in the Club for a minimum period of 20 years and who has been elected to the Senior Membership class by the Board of Governors in accordance with Section 5 (a) hereof. Such Senior Member and his/her spouse shall be entitled to the full use of Club facilities at a reduced annual fee. Children, 21 years of age or under, who are in the household of a Senior Member, shall not be entitled to use of Club facilities;

(c) Fifty Plus Member - A one or two person (maximum two person membership) Member, both to be at least fifty (50) years of age, who shall be so classified as approved by the Board of Governors in accordance with Section 5 (b) hereof. Such Fifty Plus Membership shall be entitled to the full use of the Club facilities at a reduced annual fee. The number of Fifty Plus memberships shall be limited to fifty (50) memberships. This Fifty Plus membership class shall commence 1 January 2012;

(d) The term "Member" or variants thereof, when used in these Bylaws, shall refer to the person in whose name an Active, Fifty Plus or Senior Membership is held, unless otherwise specified;

(e) In case of the death of a Member, the Membership shall be transferred to the spouse.

Section 3-

     Associate Member - Unmarried child, over 21, but under 30 years of age, who is in the household of an Active Member.

Section 4-

     Special Member - A dependent or other person in the household of an Active Member who shall be so classified as approved by the Board of Governors.

Section 5 -

     (a) Active Members who become eligible for Senior Membership shall request such classification in writing to the Board of Governors. The Board shall elect eligible applicants to the Senior Membership class, as openings become available and in accordance with the provisions of ARTICLE VII, Section 3, in the chronological order in which their Bonds were originally issued. The Membership Committee shall be responsible for verifying each applicant's eligibility for Senior Membership and for maintaining a waiting list in case openings are not immediately available.

    (b) Persons who are eligible for Fifty Plus Membership shall request such classification in writing to the Board of Governors. The Membership Committee shall be responsible for verifying each applicant's eligibility for Fifty Plus Membership and for maintaining a chronological waiting list in case openings are not immediately available. Section 6- Any Member of the Club may resign at any time, subject to the provisions of ARTICLE VII, and there shall be no refund of the current year's dues unless the Board of Governors shall decide otherwise.

Section 7

    (a) Any Member of any class, or other person, may for cause and after having been given an opportunity for a hearing before the Board of Governors, be suspended from the Club facilities for a period of not exceeding three months by a two-thirds (2/3) vote of the Members of the Board of Governors at any meeting thereof, or expelled from Membership by a three-fourths (3/4) vote of the entire Membership of the Board. Cause for suspension, or expulsion shall, in general, consist of violations of these Bylaws or of the Rules of the Club, or conduct unbecoming a lady or gentlemen.

    (b) The Board of Governors may delegate to the Chairperson of the Pool and Grounds Committee, or to the Chairperson of the Rules Committee, or to any responsible employee of the Club, the power to suspend pool privileges for the violation of the Club Rules and Regulations provided such suspension does not exceed fourteen (14) days. A written report of such suspension, containing reasons therefore shall be submitted to the President within twenty-four (24) hours of such suspension.

Section 8-

    (a) All classes of Members and their guests of the Club shall be accorded the use of the facilities of the Club subject to the Club rules and regulations which shall be posted at all times at the Club premises.

    (b) A membership card shall be issued by the Membership Chairperson to all classes of Members in good standing.

    (c) The Board of Governors, at its discretion, may extend the privileges of the Club to any person or persons.

    (d) The Board of Governors shall, by rule adopted, fix the terms and conditions upon which guests may use the facilities of the Club, including the number of guests permitted each Member and the fees to be charged therefore.

    (e) The Members of the Board of Governors shall not be subject to limitations as to number of guests, nor to payment of guest fees.

    (f) Any property of the Club broken or damaged by a Member of any class, or his guest, shall be promptly paid by such Member. No person shall take from the premises any article belonging to the Club without proper authority. 

Section 9- The number of Memberships of the Club shall not exceed 275 Active Members, 50 Fifty Plus Members and 25 Senior Members.

Section 10- The Board of Governors, at its discretion, may reelect a member who has resigned (subject to the Membership limitation as set forth in ARTICLE VI, Section 9) without payment of an initiation fee, provided such ex member was in good standing at the time of resignation.

ARTICLE VII - DUES AND FEES

Section 1 -

   (a) The Board of Governors, prior to March 1st of each year, shall establish the annual dues for the Active and Associate Membership for the ensuing year. Senior Membership and Fifty Plus Membership dues shall be fixed at 50% of the annual Active Membership dues. Special Members may be admitted on the basis that the Active Member will pay a percentage of the Active Membership dues for such person, which percentage shall be determined by the Board of Governors.

   (b) Dues shall be sufficient to provide for the necessary operating expenses, including amortization of any loan, mortgage or indebtedness of the Club and the proper depreciation, maintenance and improvement of its property and reserves thereof, and such dues shall be payable by April 1st of each year.

   (c) No dues or part thereof shall be refunded in the event that the pool operations are required to be suspended for any period.

Section 2 - All candidates for Membership in the Club shall be required to pay an application/initiation fee as set by the Board of Governors.

Section 3 -

   (a) For the purposes of providing sufficient funds to acquire land and construct and equip the Club facilities and to reimburse a resigning Club Member, each new Member as a condition of Membership, shall be required to purchase a Bond in the face amount of $800. Current Bondholders shall retire their Bond and purchase a new Bond at the $800 value. This retirement and purchase process shall be completed by 1 January 2012 for all Bonds less than the $800 value. Bondholders that do not complete this process by 1 January 2012 shall be deemed resigned from the Club.

   (b) Active Members who become eligible for Senior Membership shall retain their Bond until they cease to be Members. As a condition for election to Senior Membership, however, each such Member shall be replaced on the Active Membership rolls by a new Active Member who shall be required to purchase a Bond in accordance with Section 3 (a) hereof;

   (c) In order to maintain the number of Active Memberships at 275, replacement or resigning Active Members shall take precedence over replacement of Active Members eligible for Senior Membership. The Board of Governors shall determine the number of openings in the Senior Membership class each year, (subject to the total Senior Membership limitation as set forth in ARTICLE VI, Section 9) based on the number of applicants for Active Membership who remain on the waiting list after all resigning Active Members have been replaced on the Membership rolls. In practice, it may not be possible to make this determination prior to April 1st, the due date for payment of annual dues. An Active Member who is first elected to Senior Membership subsequent to April 1st in any year shall receive a partial refund of annual dues for that year in accordance with Section 1 (a) hereof.

Section 4 -

   (a) Bonds shall not be transferable nor bear interest and shall contain an appropriate notation to that effect on the face thereof;

   (b) Except for payment as hereinafter provided, each Bond shall become null and void upon the date that the holder thereof ceases to be a member for any cause. A Bondholder who is a Senior Member, or his heirs or representatives, shall be refunded the value of his Bond immediately upon giving notice of termination of Membership to the Board of Governors, subject to the provisions of Section 7 hereof. The time and manner in which a Bondholder who is an Active Member or Fifty Plus Member, or his heirs or representatives, shall be refunded the value of his Bond, subject to the provisions of Section 7 hereof, shall be determined by the Board of Governors, provided, however, that each such Bond shall be redeemed in the chronological order in which the Board receives or gives notice of the termination of Membership and as soon as payment is received from an incoming Member. The value of each Bond, to be paid the resigning Member, shall be its face value;

   (c) The Board of Governors may, when there are sufficient funds available, instruct the Treasurer to make refunds of the face value of the Bond to a terminating Member in advance of receiving payment from an incoming Member.

   (d) Fifteen (15) days after official notification of Memberships, the new Member shall submit $800, the Bond amount subject to Section 3 (a) hereof.

Section 5 - In the event of the dissolution of the Club in any manner or for any cause, the property of the Club shall be sold and the proceeds thereof, after payment of all the Club’s just debts and obligations, shall be distributed pro-rata among the then Bondholders; provided, however, that each such Bondholder's distributive share shall be subject to set-off of all dues, including unpaid dues for past years, debts and obligations then owed to the Club and shall be reduced by the percentage of its face value based on the largest issued Bond amount.

Section 6 -

   (a) Any Member of any class failing to pay dues by the date set by the Board of Governors shall be notified by the Treasurer that they shall be considered delinquent. Such delinquency shall be brought to the attention of the Board of Governors, which shall have the power to consider the delinquent as having resigned. The Secretary shall immediately notify the Member in writing of the action taken by the Board.

   (b) Any Member of any class failing to pay indebtedness, other than dues, within thirty (30) days following the date on which a statement for his indebtedness shall have been sent to him by the Treasurer, shall be notified that, if such indebtedness shall not be paid within fifteen (15) days thereafter, the delinquent may be suspended by the Board of Governors. Any person thus suspended shall immediately be notified in writing by the Secretary of his suspension and if his indebtedness shall not be paid within fifteen (15) days after sending of such notice, he shall cease to be a Member of the Club.

   (c) The Board of Governors, at their discretion (subject to the Membership limitation as set forth in ARTICLE VI, Section 9), may reinstate any Member upon request and repayment of all indebtedness to the Club.

   (d) The Board of Governors, at their discretion may assess late fees as deemed necessary.

Section 7 - Upon cessation of Membership for any cause, all indebtedness to the Club by a Member shall be a lien upon and charged against his Bond, and the Bond and the value thereof may be taken over by the Club to satisfy such indebtedness. In the event of the Club being unable to obtain possession of the Bond, it shall be canceled on the books of the Club, and a new Bond issued in place thereof to a newly admitted Member upon payment by him to the Club of the value of a Bond as fixed by these Bylaws. In case of the enforcement of a lien, as above herein provided, neither the signature of the holder nor the delivery of the Bond shall be requisite to perfect the transfer to the Club, and the Treasurer of the Club is hereby authorized, as attorney of the holder of such Bond, to make such transfer.

Section 8 - Members shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by all persons, including guests, who use the Club facilities under their Membership.

Section 9 - All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State and other Governmental bodies and agencies, if any.

Section 10 - For the purpose of creating a special fund for the payment of the expense of major repairs and replacements to the pool and its facilities, each Active, Fifty Plus and Senior Member shall be charged an annual fee of $100 in addition to the annual dues set forth in Section 1 (b) hereof.

ARTICLE VIII - MEETINGS

Section 1 -

   (a) The Annual Meeting of the Club shall be held each year at such time and at such place as the Board of Governors may determine.

   (b) The Annual Meeting shall be for the purpose of electing Governors, presenting committee reports, and for the transaction of such other business as may be indicated in the notice or may be brought before it.

Section 2 - Special Meetings of the Club may be called by the Board of Governors. Also, upon written request of twenty-five (25) Members to the Secretary, stating the purpose therefore, a special meeting for such purpose shall be called by the Secretary within thirty (30) days.

Section 3 -

   (a) Notice of the Annual Meeting shall be communicated to the Members at least ten days prior thereto. The notice of the Annual Meeting shall include the names of the candidates nominated by the Nominating Committee.

   (b) Special Meetings of the Club may be held on ten (10) days notice communicated to all Members.

Section 4 - Only Active, Fifty Plus and Senior Members shall be entitled to vote at meetings of the Club and may be represented by written proxy if not present in person. Voting may be vivavoce, but ten (10) Members, including those represented by proxy, shall have the right to demand voting by roll call.

Section 5 - Forty (40) Members, present in person or by proxy shall constitute a quorum at all Club Meetings.

Section 6 - In the event that the Board of Governors shall wish to submit special issues to vote of the Membership by mail, a ballot shall be mailed to each Member, containing a clear statement of such issue, and place for the Member to indicate this vote. Upon the return thereof, such issue shall be deemed to have been submitted for vote at an Annual or Special Meeting, and, for all purposes, shall be binding upon the Club. The return date of such ballots shall be not less than ten (10) days from the date of mailing and only those votes received on or before such return date shall be valid. A quorum of forty (40) ballots shall be required, the votes actually received shall determine the issue. All such ballots, to be valid, must be signed by the Member.

Section 7 - Whenever in these Bylaws notice or other mailing to Members is provided for, the mailing of such notices to the last known address of the Members as it then appears on the books of the Club shall be sufficient.

Section 8 -

   (a) The Board of Governors shall hold its reorganization meeting at the start of the calendar year following the Annual Meeting of the Members in each year.

   (b) The Board of Governors may, by resolution, establish from time to time a schedule of its meetings and rules for the conduct thereof.

   (c) Special meetings of the Board of Governors may be called by the President and shall be called by the Secretary upon the request of two (2) Members of the Board.

ARTICLE IX - NOMINATIONS

Section 1 -

   (a) There shall be a Nominating Committee to be composed of five (5) Members of the Club, four (4) of which shall be elected at the Annual Meeting of the Club, and one (1) member of the Club's Board of Governors shall be elected by the Board, whose term on the Board 10 shall not expire at the ensuing Annual Meeting of the Club. The term of office of the aforesaid four (4) Members shall be for two (2) years, however such terms of office to expire so that only the terms of two (2) Members shall expire in any one year. The term of office of the elected Governor shall be for one year. A vacancy occurring with respect to the member elected by the Board of Governors shall be filled by the Board.

   (b) The Nominating Committee shall nominate one (1) candidate for each of the vacancies on the Board of Governors to be filled at the Annual Meeting, and two (2) candidates for a two (2) year term on the Nominating Committee, and shall report such nominations to the Secretary at least six (6) weeks before the Annual Meeting. In the event a vacancy shall thereafter occur, it shall be the duty of the Nominating Committee to nominate a replacement.

Section 2 - Independent nominations of candidates for election at the Annual Meeting may be made by a letter, signed by fifteen (15) Members and delivered to the Secretary at least six (6) weeks prior to the Annual Meeting. The name of such candidates shall be included in the Notice of Annual Meeting.

Section 3 - Nominations may be made from the floor at the Annual Meeting, to fill vacancies on the Nominating Committee.

ARTICLE X - COMMITTEES

The standing committees shall be the Executive Committee, Pool and Grounds, Social, Membership, Publicity, Finance, Rules, Nominating and Long Range Planning Committees.

(a) The Pool and Grounds Committee shall attend to the improvement and maintenance of the Pool, Buildings, operating Equipment and Grounds;

(b) The Social Committee shall prepare the program of activities and entertainment, and exercise supervision over the same;

(c) The Membership Committee shall solicit membership applications for the Club;

(d) The Publicity Committee shall attend to the publication of affairs of the Club, such as a website, which are of general interest;

(e) The Finance Committee shall prepare the annual budget for submission and approval by the Board of Governors, and shall make recommendations with regard to the financial affairs of the Club;

(f) The Rules Committee shall prepare rules of health and good conduct in connection with the operation of the Club facilities;

(g) The Nominating Committee, in accordance with ARTICLE IX, Section 1, shall nominate candidates for the Board of Governors and for the Nominating Committee for the succeeding year;

(h) The Long Range Planning Committee shall develop a program for future additions to recreational facilities, building and grounds.

(i) The Bylaws Committee shall periodically review these Bylaws to ensure proper language to operate within a good social and economic environment.

The duties, powers and activities assigned in these Bylaws to the standing committees and the work thereof, except the Nominating Committee, shall be subject to the authority and approval of the Board of Governors.

ARTICLE XI - MISCELLANEOUS

Section 1 -

(a) Each person who acts as a Governor or Officer of the Club shall be indemnified by the Club, and its Members, against amounts actually and necessarily incurred by him in connection with any action, suit, claim, or proceeding as a result of his being or having been Governor or Officer of the Club, except in relation to matters as to which he shall individually adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct.

(b) The right of indemnification provided herein shall inure to each Governor and Officer referred to in (a), whether or not he is such Governor or Officer at the time such costs or expenses are imposed or incurred, and in the event of his death or incompetency shall extend to his legal representatives.

Section 2 - Any question as to the meaning or proper interpretation of any of the provisions of these Bylaws, as applied to internal operations of the Club, shall be determined by the Board of Governors.

Section 3 - Wherever mention is made herein to age of Members, it shall be the age attained by January 1st of the current year.

Section 4 - These Bylaws may be amended by a two-thirds (2/3) vote of the Members present, in person or represented by proxy, at any meeting of the Club, provided at least five (5) days notice of such amendment shall be communicated to each Member.

 

Originally adopted 2/5/58

Revised and amended 4/28/59

Revised and amended 3/23/61

Revised and amended 2/13/66

Revised and amended 2/1/73

Revised and amended 4/1/74

Revised and amended 7/27/75

Revised and amended 2/5/84

Revised and amended 2/7/88

Revised and amended 8/8/93

Revised and amended 21 July 2002

Revised and amended 18 July 2010

Revised and amended 17 July 2011

Revised and amended 20 July 2013