Club By-Laws
Bylaws
of the
WAYLAND SWIMMING AND TENNIS CLUB, INC.
As amended through December 2006
© 2007 by Wayland Swimming and Tennis Club, Inc.
ARTICLE I
Name
Section 1
The name of this corporation, hereafter also referred to as “the Club,” shall be WAYLAND SWIMMING AND TENNIS CLUB, INC.
ARTICLE II
Purposes
Section 1
The purposes for which the Club is formed are as follows:
To encourage athletic and recreational activities of all kinds, and to acquire and develop facilities designed to promote the same; to buy, sell and otherwise deal in all kinds of property, both real and personal, which the Board of Governors of the Club may deem suitable to carry out the purposes of the Club; to borrow money and from time to time to make and issue promissory notes and evidences of indebtedness of all kinds for the accomplishment of the purposes of the Club, and, if deemed desirable, to secure the same by mortgage or pledge of any property of the Club; to do all things necessary and proper to carry out the purposes for which it is organized; and in general to have and exercise all the powers conferred by the Commonwealth of Massachusetts upon corporations created under Chapter 180 of the General Laws as they may be now or hereafter amended; provided, however, that no part of the net earnings of the Club shall inure to the benefit of any member of the Club, or to the benefit of any incorporator, officer or other individual.
ARTICLE III
Membership
Section 1
Section 1
Members shall be at least 21 years of age. A husband, and wife or cohabitating couple, either of whom is at least 21 years old, shall be joint members, the membership to continue in the survivor on the death of the other. Members will be accepted in such manner as the Board of Governors may determine and shall not exceed 200 households plus the number of eligible neighbor households that elect to become members.
Section 2
Any member may elect to become a nonparticipatory bondholder upon sending written notification to the President. Such status shall not entitle the holder or any household member to any privileges or voting rights of the Club.
A nonparticipatory bondholder may apply by December 31 for active membership status for the next calendar year and be placed ahead of all others on the waiting list, order to be determined by date of written notification sent to the President. Fees to maintain active status shall be prescribed by the Board of Governors.
Section 3
All single permanent residents of the member’s household shall be entitled to use the facilities of the Club.
Section 4
Each member, including each joint member, shall have one vote at all meetings of members.
Section 5
The Board of Governors may grant the use of the facilities of the club for such period of time and upon such terms as it may determine to the spouse or cohabitating partner of a deceased member and all single permanent residents of the household.
Section 6
Within one year of the death of a member, every person who has been entitled to the use of the facilities of the Club as a single permanent resident of that member’s household and meets the other criteria of membership shall be entitled to apply for his or her own membership and shall be placed ahead of all others on the waiting list.
Section 7
Each member, or either of two joint members, shall work for at least 3 hours annually in some phase of Club maintenance, as directed by the Buildings and Grounds Chairman. Any permanent resident of the member’s household who is at least 15 years of age may work in place of the member. Members failing to meet this requirement shall be assessed a fee not to exceed $150.
Section 8
Each member or either of the joint members, if asked, shall be obligated to serve a minimum of one two-year term on the Board of Governors or one Two-year term on any Standing Committee during his/her membership.
Section 9
In the event that a member family experiences a legal separation or divorce, only one spouse or cohabitating partner may remain a member. The spouse or partner does not retain the Club membership shall have the option to submit a new bond and initiation fee and be placed ahead of all others on the waiting list, in order to be determined by date of written notification sent to the President, subject to the provisions stated in Article IV, Section1. A non-participatory bondholder that experiences a legal separation or divorce shall be subject to the same guidelines.
Section 10
Houses eligible for neighbor memberships are the eighteen current households on Glezen Lane and Autumn Lane listed below. Neighbor members will be subject to all the rights and obligations of regular members except as provided in this section. A neighbor membership may only be used by the owner occupant of the property and his or her family.
Upon moving from a neighbor household, a neighbor member shall lose their neighbor membership and be placed on the waiting list. The effective date on the waiting list is the date the neighbor member took ownership of their property.
214, 219, 223, 229, 233, 237, 238, 241, and 244 Glezen Lane.
1, 7, 8, 11, 12, 15, 18, and 19 Autumn Lane.
ARTICLE IV
Entrance Requirements
Section 1
No applicant will be invited to membership unless said applicant has provided sufficient evidence to the Board of Governors that they are current residents of the Town of Wayland, Massachusetts.
Section 2
No transfer of any membership in the Club shall be made.
Section 3
Each new member shall post a bond in an amount that shall be determined from time to time by the Board of Governors.
Section 4
Each new member shall pay, in addition to the bond and other charges and dues herein provided, an initiation fee of $1,000, which shall be non-refundable.
Section 5
A member who resigns or is expelled shall be entitled to a refund from the Club of the actual amounts realized by the Club from his bond and from assessments for capital improvements, less any amounts owed in dues and assessments. Refunds shall be made within 90 days after the entrance fee of a replacement member has been received by the Club. To be effective, resignations must be made in writing and delivered to the president.
Section 6
The estate of a member other than a joint member who dies shall be entitled to a refund from the Club of the actual amounts realized by the Club for the bond and from assessments for capital improvements, and such refund shall be upon the same terms and conditions as those provided in Section 5 of this Article IV with respect to a resigning member.
ARTICLE V
Dues and Assessments
Section 1
The Board of Governors shall have the power to determine the annual dues for membership which shall not exceed 105% of the previous year’s dues, and to levy assessments when they deem necessary. All assessments shall be clearly designated as being either for current expenses or capital improvements.
Section 2
The annual dues shall be payable on February 1st each year.
Section 3
The Board of Governors shall specify the date by which all assessments shall be paid.
Section 4
If membership dues or any assessments are not paid within 21 days of the date payment is due, membership shall be automatically placed on a nonparticipatory bondholder status. While on a nonparticipatory bondholder status, the holder, any family members, and any single permanent residents of the holder’s household, shall not be entitled to any privileges or voting rights of the Club. Nonparticipatory bondholder members may reactivate their membership according to the guidelines of Article III, Section 2, paragraph 2.
Section 5
Members resigning shall be refunded dues on the following basis:
Before April 30 100%
May 1 – May 31 60%
June 1 – June 30 40%
July 1 – July 31 20%
August 1 or later 0%
Section 6
Members accepted shall pay dues on the following basis:
Before May 31 100%
June 1 – June 30 80%
July 1 – July 31 60%
August 1 – August 31 40%
September 1 or later 0%
ARTICLE VI
Executive Officers
Section 1
The officers of the Club shall consist of a President, Vice-President, Corresponding Secretary, Recording Secretary and Treasurer, each of whom shall be elected for a term of office commencing as of their election and running for two years or until a successor has been duly elected and qualified. No person shall serve as President, Vice-President, or combination thereof for more than two consecutive terms.
Section 2
Only the member or either of 2 joint members shall be eligible to hold office as an officer or as a member of the Board of Governors. A husband and wife or cohabitating couple shall not serve as officer or governor at the same time.
Section 3
The President shall preside at all meetings and shall be authorized to call special meetings of the Board of Governors. The President, with the approval of the Board of Governors acting together with the Treasurer shall have the authority to sign all deeds, mortgages, promissory notes, contracts and all other obligations of the Club, and shall have the authority to sign checks.
The President, with approval of the Board of Governors, shall appoint all nonelected committee chairmen except the Nominating Committee.
Section 4
The Vice-President shall have and assume all powers and perform all duties of the President during any absence or disability of the President. In addition, the Vice-President shall have such powers and shall perform such duties as the Board of Governors shall from time to time designate.
Section 5
The Corresponding Secretary shall conduct all correspondence of the Club and shall notify the members of all meetings of such members, of proposed amendments to these By-Laws, of elections and of all nominations at least 2 weeks before the Annual Meeting or any special meeting. The Corresponding Secretary shall also perform such duties as may be designated by the Board of Governors.
Section 6
The Recording Secretary shall record the minutes of all meetings of members and all Board of Governors meetings and shall be custodian of all Club records other than financial.
Section 7
The Treasurer shall be charged with the collection and custody of funds of the Club and their disbursement under the direction of the Board of Governors, and shall have the authority to sign checks.
Acting together with the President, and with the approval of the Board of Governors, the Treasurer shall have the authority to sign all deeds, mortgages, promissory notes, contracts and all other obligations of this Club. The Treasurer shall ensure that accurate books of account of the financial affairs of the Club are kept. The Treasurer shall also give bond for the faithful performance of his or her duty in form and amount and with such sureties, as may be determined by the Board of Governors. The Treasurer shall have the power to endorse for deposit or collection all instruments for the payment of money to the Club and to accept drafts on its behalf.
At the Annual Meeting, the Treasurer will present in writing a complete balance sheet as of the closing of the fiscal year, and a full report in detail of the receipts, disbursements and expenses of the fiscal year just ended. This will include a completed statement of income and expenses for the fiscal year, audited as defined in Article X, Section 2, Paragraph (b).
The Treasurer’s books shall at all times be open to inspection by any 2 members of the Board of Governors.
The Treasurer shall be an ex-officio member of the Finance Committee.
Section 8
Any officer may be removed from office with or without cause by a 2/3rds vote of those present and entitled to vote at the annual or any special meeting, provided notice of intended removal is included in the notification of the meeting sent out by the Corresponding Secretary.
ARTICLE VII
Board of Governors
Section 1
There shall be a Board of Governors of 11 members, consisting of 5 elected officers and 6 elected Governors, 3 of whom shall be elected each year at the Annual Meeting, and shall serve for a term of 2 years, commencing upon election, or until a successor is elected and qualified.
The 6 elected Governors shall be the Building and Grounds Chairman, the Colonial League Representative, the Hospitality Chairman, the Newsletter Chairman, the Swim Chairman, and the Tennis Chairman. If more than one person serve as joint chairmen, only one person shall have a vote.
Section 2
The duties of the Board of Governors shall be:
(a) To attend all meetings called by the President or by any 2 members of the Board of Governors.
(b) To meet bimonthly and at such other times when called by the President or by any 2 members of the Board of Governors.
(c) To consider and transact all the business of the Club, and to exercise all powers of the Club, except such as are conferred upon the members by law or these By-Laws.
(d) To have the power to fill vacancies in any office created by death, resignation, suspension or expulsion.
(e) To have the power by 2/3rds vote to forfeit by suspension or expulsion any membership in the Club for any conduct by a member or any person under his membership which is likely, in the opinion of said 2/3rds of the Board of Governors, to be detrimental to the welfare, interest or character of this Club.
(f) To enact House Rules and other regulations, which shall be set forth in the Membership Booklet.
(g) To extend invitations to and act upon the applications of proposed members.
(h) To review the internal audit of the Treasurer’s records as needed.
(i) To employ from time to time such personnel deemed by it to be necessary, and to determine salaries for such personnel.
Section 3
A majority of the Board of Governors then in office shall constitute a quorum without which no vote shall be taken.
Section 4
Any member of the Board of Governors may be removed from office with or without cause by a 2/3rds vote of those present and entitled to vote at the annual or any special meeting, provided notice of the intended removal is included in the notification of the meeting sent out by the Corresponding Secretary.
Section 5
The corresponding secretary shall notify all governors of any meeting to be held pursuant to section 2 of this article. Notice in writing, mailed, postage prepaid, addressed to each Governor at his usual place of business or abode, or delivered to him in hand or sent by electronic mail, 72 hours before the meeting shall be sufficient notice of the meeting. Notice of any meeting may be dispensed with if all the Governors, by a writing filed with the records of the meeting, waive such notice.
ARTICLE VIII
Nominations and Elections
Section 1
There shall be a Nominating Committee composed of 2 members of the Board of Governors selected by the Board and 3 members elected by those entitled to vote at the Annual Meeting. A vacancy occurring in the 2 members selected by the Board shall be filled by the Board. A vacancy occurring among the 3 members elected shall be filled by appointment by the remaining member or members so elected.
Section 2
It shall be the duty of the Nominating Committee:
(a) To nominate a candidate for the following elected positions:
(1) President
(2) Vice-President
(3) Corresponding Secretary
(4) Recording Secretary
(5) Treasurer
(6) 3 Governors
(7) 3 Members of the Nominating Committee
(b) To submit the candidates’ names to the Corresponding Secretary who shall report the names in writing to the members, together with the notification of the Annual Meeting.
Section 3
Members may submit nominations for additional candidates from the floor at the Annual Meeting, or in writing to the Corresponding Secretary; provided, however, that there shall be no nominations from the floor unless a list of such candidates is delivered to the Corresponding Secretary in writing and signed by 7 members at least 10 days before the date set for the Annual Meeting, or unless there is a vacancy in the list of nominees.
ARTICLE IX
Meetings of Members
Section 1
The Annual Meeting shall be held in early December each year with a minimum 2 weeks notice to the membership. At this time election of officers and governors shall be conducted and all other business transacted.
Section 2
Special meetings shall be called by the Board of Governors at such times as it deems advisable, or at the written request of 50 persons entitled to vote.
ARTICLE X
Committees
Section 1
There shall be standing committees as described below. The chairmen shall be those people elected to the Board of Governors in accordance with Article VII. The chairmen so elected may appoint additional members to serve on their respective committees.
(a) The Building and Grounds Committee shall maintain the grounds, building(s), and general appearance of the Club.
(b) The Hospitality Committee shall plan and conduct the social activities of the Club.
(c) The Swimming Committee shall plan and oversee the swimming activities of the Club.
(d) The Tennis Committee shall plan and oversee the tennis activities of the Club.
(e) The Newsletter Committee shall publish the newsletters of the Club, maintain the Club’s website, and publish the annual membership booklet.
(f) The Colonial League Representative Committee shall act as a liaison between the Club and the Colonial League.
(g) The Board of Governors may create a Standing Committee for special Club purposes, not previously enumerated above, as it deems necessary. Service on such a Standing Committee shall be deemed to meet the member family’s service obligation required in Article III, Section 8.
Section 2
(a) There shall be a Finance Committee which shall be composed of the President, the Treasurer, and the immediate past Treasurer. The chairman shall be the Treasurer. The chairman may appoint additional members to serve on this committee.
(b) There shall annually be an Internal Audit performed by an individual or committee, none of whom shall be a Club officer or member of the Board of Governors during the current fiscal year. This individual or committee shall prepare for the Board of Governors an internal audit of the Club’s financial records prior to the submission of the year-end report to the membership. In addition, this individual or committee should report on all financial matters submitted to it for consideration.
Section 3
Appointments and vacancies on any committees shall be filled by the chairmen.
ARTICLE XI
Fiscal Year
Section 1
The fiscal year shall commence with the first day of November and end with the 31st day of October.
ARTICLE XII
Amendments
Section 1
Any amendment of these By-Laws may be made by a 2/3rds vote of those present at a meeting of the members of the Club provided written notice of the proposed amendment has been sent to all members by the Corresponding Secretary at least 2 weeks before the meeting.
Bylaw updates in 2001 comprise: Art. III, Sect. 1; Art. III, Sect. 8; Art. III, Sect. 10; Art. X, Sect. 1(e); and Art. X, Sect. 1(g). In 2003, Art. V, Sect. 1. In 2005, Article III, Section 8, Article VII, Section 5, Article III, section I, Article III, section 5, Article III, section 9, and Article VI, Section 2. In 2006, Article V, Section 1.
BYLAWS
of the
Wayland Swimming
and
Tennis Club, Inc.
2007 Revision
Amendments (December 2006):
Article V, Section 1
Previous Language:
The Board of Governors shall have the power to determine the annual dues for membership which shall not exceed $1,000, and to levy assessments when they deem necessary. All assessments shall be clearly designated as being either for current expenses or capital improvements.
New Language:
The Board of Governors shall have the power to determine the annual dues for membership which shall not exceed $1,000 105% of the previous year’s dues, and to levy assessments when they deem necessary. All assessments shall be clearly designated as being either for current expenses or capital improvements.