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Swim Club Bylaws
BY-LAWS - ULMSTEAD SWIM CLUB, INC. (As Revised November, 2001) ARTICLE I. NAME AND PURPOSE The name of the organization shall be the Ulmstead Swim Club, Inc., which is established and operated for the recreational benefit of the members, as a non-profit organization under the laws of the State of Maryland and Anne Arundel County. ARTICLE II Section 1 Membership in the Club shall consist of Family Members and shall berestricted to property holders in and residents of Ulmstead Estates who are members of Ulmstead Club, Inc., in good standing. However, the Board of Directors may enter into Silver Membership agreements, pursuant to Article II, Section 13, with property holders in and residents of Ulmstead Estates who are members in good standing of UCI and with families who are not residents of Ulmstead Estates to provide for a Non-Resident Family Membership. (Revised and added reference to and section regarding Silver Membership during November, 2001 General Meeting.). The Non-Resident Family Membership is subject to the following terms and conditions:
Modification of this section shall require a 75% majority of members of Ulmstead Swim Club, Inc. notwithstanding provisions of Article IX, Section 4. (Section I was approved by a majority of the membership on 11/18/92. The membership on that date gave approval to the Board to solicit the necessary 75% vote by proxy. The required total number of votes was received by the Board in 2/93.) Section 2 A Family Member is defined as: A head of a household, his or her spouse, their children or any other individual residing in the household as shown on the original application for membership. Section 3 In instances where a property owner may rent to tenants, pool privileges may be extended to tenants, but in no instance may the owner and tenant enjoy pool privileges simultaneously. Tenants may not qualify for membership in the pool and their use of the pool is conditioned on the owner satisfying all requirements for membership set forth in these ByLaws. Section 4 Members shall be subject to such special assessments as prescribed by the Board of Directors. Assessments in excess of $10.00 per year must be approved by a majority of the membership present at a duly authorized meeting. Section 5 For the purpose of voting, representation, and quorum count, each family membership shall be counted as one vote. This vote may be cast by one or two heads of the family or any other member, 18 years of age or older. A vote may be cast by proxy provided the proxy voter has a statement in writing, signed by a head of the family directing the proxy holder to cast the vote. Section 6 Membership in the Club may be terminated at any time subject to the provisions of Article V. Section 7
Section 8 Any Family Member may, for cause and after having been given an opportunity for a hearing, be suspended for a period of up to three months by a 5/7 vote of the Board of Directors or expelled by a 3/4 vote of the Club membership. Cause for suspension, or expulsion shall, in general, consist of violation of these By-Laws or the Rules of the Club. There will be no refunds of dues for periods of suspension or expulsion. Section 9 The number of family memberships of the Club shall not exceed 175. (Revised to "175" on November 29, 1979.). Silver memberships shall not be counted, when calculating the number of family memberships under this section. (Added during November 2001 General Meeting.). Section 10 After maximum authorized membership has been reached, applications will be placed in the order in which they are received on a list maintained by the Membership Committee. Section 11 A membership certificate shall be issued by the Treasurer to any Family approved in keeping with Article II of these By-Laws and upon receipt of payment in full in the amount of the share's net asset value as of the date of the last annual meeting. Section 12 As an inducement to promote the establishment of the Swim Club, Charter Members are extended the privilege of selling their membership certificate to the purchaser of their home upon departure from the community and termination of membership provided that all indebtedness owing to the club by the outgoing member shall have been satisfied prior to the sale. This privilege shall be limited exclusively to Charter Members and shall not be perpetuated.
Section 13 To be eligible for a Silver Membership the resident shall satisfy the following conditions:
ARTICLE III. MANAGEMENT Section 1 The property and business of the Club shall be managed by an eight (8) member Board of Directors with four (4) officers. The offices of the Corporation shall be President, Vice President, Secretary, and Treasurer. With the exception of Treasurer, Officers of the Corporation shall be elected from Board Members by the Board of Directors following the Annual Meeting and their term of office shall be for a period of one year. An Officer may serve two successive terms in the same office. The treasurer shall be a member of the Board of Directors with full voting power and shall be appointed by the Board of Directors following the Annual Meeting. One Director shall be a member of the Board of Directors of Ulmstead Club, Inc. , and appointed by that Board to the Swim Club Board of Directors with full voting power. This Board Member shall not be eligible to serve as an Officer of the Corporation. The Board of Directors (except for the appointed members) shall be elected by a majority of the members present and voting at any meeting of the Club membership in accordance with Section 2 below. Each of the Directors shall be a member in good standing of the Club; member in good standing being defined as a member whose membership is not delinquent in dues. Section 2 At each Annual Meeting of the Club, three (3) people shall be elected as Directors of the Club to serve up to three (3) year terms to fill the vacant chairs . This will insure a stable Board with at least three (3) members familiar with procedures. Any member of the Board of Directors who shall cease to hold membership in the Club automatically shall cease to hold office. No elected member of the Board of Directors, after having served a full term, shall be eligible for re-election to the Board of Directors until one year has passed. (Revision from two to three year terms made at the November, 2001 General Meeting.). Section 3 Consistent with these By-Laws, the Board of Directors shall:
Section 4 The Board of Directors shall meet at least once a month, with the exception of December, unless a meeting is scheduled by the President. (Revision adding the December exception November, 2001). Five (5) members present shall constitute a quorum to do business. In the event a question before the Board results in a vote which cannot be resolved, a question shall then submitted to the membership for a decision. Section 5 Nothing in these By-Laws shall be construed to permit the Board of directors to borrow, spend, or pledge the credits of the Club without the specific approval of the Club membership at a duly-held meeting Section 6 Any member of the Board of Directors may be removed from office by a majority vote of the members of the Swim Club present at a meeting called in accordance with these By-Laws. ARTICLE IV. OFFICERS Section 1 The Officers of the Club shall consist of a President, a Vice President, a Secretary, and a Treasurer. Section 2 The President shall preside at the meetings of the Club and Board of Directors and shall be the Administrative Officer of the Club. Section 3 The Vice President, in the absence or disability of the President, shall act in the President's stead. Section 4 The Secretary shall send out the notices of the meetings of the Club, keep the minutes, attend to the correspondence pertaining to the office and perform such other duties as may be requested by the President. Section 5 The Treasurer shall attend to keeping the accounts of the Club, collecting its revenue, paying its bills as approved by the Board of Directors, depositing funds of the Club in any depository as may be authorized by the Board. The Treasurer shall perform such other duties pertaining to the office as may be requested by the President. ARTICLE V. DUES AND FEES Section 1
Section 2 In addition to the normal membership fee, new members, with the exception of those purchasing membership from a Charter Member, as provided for in Article II, Sections 12 and 12 (a) of these By-Laws, shall be required to pay an initiation fee at the beginning of each year at an amount not less than $50. As an added incentive to promote the establishment of the Swim Club, Charter Members shall be except from any initiation fee. The initiation fee shall be placed in the debt service fund or the capital improvement fund at the discretion of the Board of Directors. Section 3 Members shall be responsible for the payment of all charges incurred by guests introduced by them. Section 4 The Board of Directors shall establish the fees governing guest privileges and they will be included in the Club's Operating Rules. Section 5 Upon termination of a membership for any cause, with the exception of Charter Membership provisions as contained in Article II, Section 12 and Section 12 (a), of these ByLaws, the membership certificate shall be taken over by the Club. If there is an indebtedness owing to the Club by the outgoing member, it shall be a lien upon and charged against his membership certificate. If the Club is unable to obtain possession of the membership certificate, it may be canceled on the books of the Club and a new certificate issued in place thereof to a newly elected member on payment to the Swim Club of the net asset value of a membership as determined by the Board of Directors. In case of the enforcement of a lien,. as above herein provided, neither the signature of the holder nor the delivery of the membership certificate shall be requisite to perfect the transfer to the Club or to a new possessor. The Treasurer of the Swim Club is hereby authorized as an attorney for the holder of such certificate to make such transfer. Every membership certificate issued is expressly subject to the provisions of this Section. Upon assuming possession of a terminated membership certificate, the Swim Club shall reimburse the former member as follows:
Section 6 All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State, and other Governmental bodies and agencies. Section 7 The fiscal year shall be from November 1 through October 31. ARTICLE VI. MEETINGS Section 1 The annual meeting of the Swim Club shall be held during the month of November in each year at such place and time as the Board of Directors may determine. The annual meetings will be held for the purpose of electing members of the Board of Directors as well as presenting Committee Reports and transacting such business as may be necessary in conducting the affairs of the Club. Section 2 Special meetings of the Swim Club may be held on five days' written notice to all members. The notice shall state the purpose for which the special meeting is called; no other business may be transacted thereat. Special meetings of the Swim Club may be called by the Board of Directors. Also, upon written request of 15 members to the Secretary, stating the purpose therefore, a special meeting shall be called by the Secretary within 30 days. Section 3 Notice of the Annual Meeting shall be given in writing to the members at least 5 days prior thereto. The notice of the meeting shall include names of candidates nominated by the Nomination Committee for election of members of the Board of Directors, and any proposed special assessments. Section 4 Only members shall be entitled to vote at meetings of the Club. Any member may be represented by proxy if not able to attend in person. Voting may be by voice, but any member shall have the right to demand voting by roll call or by written ballot. Section 5 One-third (1/3) of the Swim Club membership, in person or represented by proxy, shall constitute a quorum at all Swim Club meetings. Section 6 The sending of notices of meetings to the last known address appearing for such members on the records of the Club shall constitute due and proper notice. Article VII. STANDING AND SPECIAL COMMITTEES Section 1 The Standing Committees shall be (a) membership (b) finance (c) nominating (d) program (e) rules and (f) operation and maintenance. Section 2 A Membership Committee of 3 persons appointed by the President shall review and, if necessary, investigate and report to the Board of Directors upon the acceptability of applicants for memberships. Section 3 A Finance Committee of 3 persons, one of whom will be the Treasurer, shall be appointed by the President. The Finance Committee shall prepare the annual budget for submission to and approval of the membership during the month of March. The Finance Committee shall exercise general supervision over the financial transactions of the Club. Section 4 A Nominating Committee of 3 persons appointed by the President shall nominate candidates for the Board of Directors to be elected at the time of the annual meeting. Members may also nominate candidates for the Board of Directors from the floor at the time of the annual meeting. Section 5 A Program Committee of 3 persons appointed by the President shall be responsible for the planning and conduct of special activities. Section 6 A Rules Committee of 3 persons appointed by the President shall be responsible for preparing rules for use and operation of the pool and shall in conjunction with the Board of Directors see that the rules and regulations of the Swim Club are enforced. Section 7 An Operation and Maintenance Committee of 3 persons appointed by the President shall be responsible for the day to day operation of the pool. Section 8 The President shall be authorized to appoint such special committees as shall be deemed necessary or expedient for the welfare of the Club. Article VIII. PROPERTY AND FINANCES Section 1 The fiends of the Swim Club shall be deposited only in institutions the deposits of which are insured by the FDIC. Section 2 All disbursements of funds of the Swim Club shall be made by check signed by the Treasurer and either the President or Vice President. The membership may provide for the establishment of a bank account for withdrawals with a balance not to exceed the amount of the Treasurer Surety Bond, such account to be used only for payment of normal and/or emergency operating expenses. Section 3 No obligation or expenditure may be made by any officer. or any committee, or member thereof without the prior approval of the Board of Directors except as provided in Section 2, Article VIII. Section 4 The Board of Directors shall assure the faithful performance of the Treasurer by means of any adequate surety bond. Section 5 The accounts of the Swim Club shall be evaluated every other year by a compiling or a similar accounting vehicle or process as determined by the Board on an annual basis. The report of this compiling or similar accounting vehicle or process is to be presented at the annual meeting of the membership. (During the November, 2001 General Meeting the requirement of a yearly audit was deleted and a compiling or similar vehicle inserted.). ARTICLE IX. GENERAL Section 1 Copies of the organization papers of the Swim Club, its By-Laws and any amendments thereto shall, be preserved in a place of safekeeping. Results of elections and proceedings of all meetings of the Board of Directors shall be recorded in minute books. The minutes of all meetings shall be signed by the President and Secretary or by those acting in their places. A signed copy of such minutes for each meeting shall be retained in the custody of the Secretary. Section 2 Prior to the Annual Meeting in November the Board of Directors shall deliver or mail an annual report to the members to be acted upon at the annual meeting. The annual report shall include, but not necessarily be limited to. a financial report. Section 3 Any questions as to the proper interpretation of these By-Laws shall be determined by the Board of Directors. Section 4 These By-Laws may be amended by a simple majority of the members of Ulmstead Swim Club. Inc., present or represented by proxy at any meeting of the Club provided at least five days notice of such amendment is given in writing to each member. Section 5 All points of order not covered by these By-Laws shall be ruled upon according to Robert's Rules of Order. ARTICLE X. MISCELLANEOUS Section 1 Members of the Board of Directors shall not receive compensation for services rendered. Revised and approved by membership at meeting on 3/1/78. Article II, Section 9 revised and approved by membership at meeting on 11/29/79. Article II. Section I was approved by a majority of the membership at a meeting on 11/18/92, but did not have the required 75% majority. The membership on that date gave approval to the Board to solicit the remaining votes by proxy to amend this section. The required number of votes was received by the Board in 2/93. List of effective pages:
During the November, 2001 General Meeting a number of changes, deletions or revisions were made. Each of the modifications to the By-Laws was accomplished in accordance with the procedures for by-law revision. |
