By-Laws

By-Laws of The Brookside Swim and Tennis Club

The Brookside Board operates in accordance with the By-Laws of Brookside Swim and Tennis Club originally established in 1958. Note these By-Laws may be updated from time to time.

Published as known-September 22, 2009 from revised and reprinted version dated September 2001

ARTICLE I

OFFICES

Sec. 1. This organization shall be known as the Brookside Swim and Tennis Club.

Sec. 2. The Officers and Trustees, hereinafter shall be referred to collectively as the BOARD.

Sec. 3. The fiscal year shall be the calendar year.

Sec. 4. All elected officers and trustees shall take office at the first meeting of the BOARD in JANUARY of each year.

ARTICLE II

MEMBERSHIP

Sec. 1. CLASSIFICATION — There shall be three classes of membership: Family, Individual, and Senior Family. Each entitles the member the use of all the Club facilities pursuant to rules established by the BOARD. These privileges shall be extended to other members of the household of said member upon payment of an additional fee in accordance with rules established by the BOARD.

(a) A Family Membership shall include a man or woman, his or her spouse, and all their children under age 25 who reside at the member’s household.

(b) A person, age 18 and over, is eligible for an Individual Membership.

(c) For a couple to be eligible for a Senior Family Membership, one of the senior family members must be age 62 or older.

Sec. 2. NUMBER — MEMBERHIPS shall be limited to 250 Families, and a limited number of temporary memberships as stated in Article II, Section 3. Individual and Senior Family Memberships shall be made available to those persons who meet the membership requirements and who currently hold a Family Membership. Temporary club memberships do not come with voting rights, guest privileges, or club ownership.

Sec. 3. QUALIFICATIONS – Membership shall be limited to those persons and their families who are approved by the Membership Chairperson. The Board may admit a limited number of those on the wait list in the month of August for the next season’s membership. Such new members shall purchase a certificate of membership and remit dues as assessed by the Board. If the number of resignations for the next season is less than those admitted, those bonds shall be repurchased.

Sec. 4. DEATH OF A MEMBER – Upon the death of a husband or wife, membership may be continued in the name of the surviving spouse, and certificate of membership is outstanding in the name of the decedent shall be endorsed and surrendered to the Club and a new one issued and placed in the name of the survivor.

Sec. 5. TERMINATION OF MEMBERS – The BOARD, by a majority vote, may terminate the membership of any member who fails to abide by the rules, regulations and requirements duly enacted by this corporation or said BOARD, or has otherwise so conducted himself as to give cause for such termination. Vote on termination shall be made by all trustees and officers.

ARTICLE III

CERTIFICATE OF MEMBERSHIP

Sec. 1. SALE — Certificate of membership shall be sold only to such persons as may be approved for membership and at such price as may be fixed from time to time by the BOARD. No more than one certificate of membership shall be sold to any one family. Certificates shall be issued only in the name of one person or jointly in the name of husband and wife.

Sec. 2. TRANSFER — No certificate of membership shall either be transferred or assigned except to this corporation.

Sec. 3. REPURCHASE — Upon the termination, resignation, or deemed resignation of any membership, this Corporation may repurchase the Certificate of Membership (Membership Bond) for the original bond price paid by the resigning or terminating members, provided that there is a new approved applicant for membership to whom the Corporation can sell the resigned member’s bond and provided that the resigning member notify the Club by January 31 of that year. If the resigning member fails to notify the club in writing of his or her intention to resign by January 31 of the resigning year, s/he shall be expected to pay the season’s dues for that year. If the resigning member fails to notify the Club by January 31 and if the resigning member does not pay that current season’s dues, the current season’s dues shall be deducted from the resigning member’s membership bond. The Corporation shall repurchase said bond for the difference remaining after the season’s dues have been deducted The Corporation shall maintain a list of resigned members according to date of resignation and each such resigned member’s bond shall be repurchased in order of priority based upon date of resignation, the oldest date having first priority.

Sec. 4. VOTING –

(a) Each full paid certificate of membership as evidenced by the records of the Club on the 5th calendar day in advance of any regular or special meeting of members shall be entitled to one vote at such meeting provided he or she is a member in good standing.

(b) Certificates of membership held jointly may be voted by only one; and if the joint owners disagree as to the vote, it shall not be voted.

(c) There shall be no voting by proxy, but in the event the member is not present, his or her spouse may vote the certificate.

ARTICLE IV

MEETINGS OF MEMBERS

Sec. 1. ANNUAL MEETING – The Annual Meeting of members shall be held once per year, at a time set by the BOARD.

Sec. 2. SPECIAL MEETINGS – Special meetings of members may be called by the President or the BOARD.

Sec. 3. PLACE – Meeting shall be held at such place as may be designated in the call for the meeting. .

Sec. 4. NOTICE – Written notice of every meeting shall be given to each member of record entitled to vote at least 10 days prior to the date of the meeting.

Sec. 5. QUORUM – A quorum at any meeting of members shall consist of a majority of voting members, but a lesser number may adjourn a meeting to a later date for not more than one month.

ARTICLE V

TRUSTEES

Sec. 1-A. TERM AND ELECTION There shall be six Trustees. The four Trustees duly elected at the 1999 Annual Meeting shall serve their respective three year terms which shall end on December 31,2002. The Trustee duly elected at the 2000 Annual Meeting shall serve his three year term which shall end on December 31, 2003. The sixth Trustee shall be voted upon at the upcoming Annual Meeting, and the person duly elected shall be elected for a period of three years. As the term of each Trustee expires, a Trustee shall be elected at the Annual Meeting for a term of three years. Any vacancy for any of these six trustee positions shall be filled in accordance with Article V. Section 4 of the By-Laws.

Sec. 1-B. In addition to the six Trustees, the then outgoing president shall serve as Advisory Trustee for a period of one year following his or her term as president. The Advisory Trustee shall be available for consultation but not be eligible to vote on Board matters. After the expiration of this one-year term, the Advisory Trustee position shall expire and shall not be deemed a Board Vacancy and shall not be filled pursuant to Article V, Section 4 of the By-Laws. The Advisory Trustee shall not be filled until such time as there is an out-going president, who shall then serve as an Advisory Trustee for a period of one year following the expiration of• his or her term as president, as set forth in this Section 1-B.

Sec. 2. NOMINATIONS – Nominations for the office of Trustee shall be made by the Nominating Committee as hereinafter provided.

Sec. 3. MEETINGS – The BOARD shall meet at such a time and place as they shall deem necessary upon 5 days’ written notice to each of the Trustees and Officers. The President, or in his absence, the Vice-President, may call any meeting of the BOARD and shall preside at all meetings of the BOARD. A majority of the Trustees and Officers in office shall constitute a quorum.

Sec. 4. VACANCIES — VACANCIES on the BOARD shall be filled by vote of a majority of the remaining BOARD members to serve until the next Annual Meeting and until his successor is elected and qualifies.

Sec. 5. POWERS AND DUTIES – The BOARD shall have full power and authority to do anything necessary and proper for the management and regulations for the operation of the Club and all of its facilities, and shall establish the annual dues and other fees to be paid.

ARTICLE VI

OFFICERS

Sec. 1. The Officers of the corporation shall be a President, Vice-President, a Secretary’ and a Treasurer. Any stockholder (or his or her spouse) who is a member in good standing shall be eligible for election to any of said offices. Each of the above Officers shall have a vote, in addition to the six Trustees, or a total of ten votes for the BOARD.

Sec. 2. ELECTION AND TERM – The original officers shall be elected at the organization meeting to serve until the Annual Meeting in the year 1959. Thereafter, all Officers shall be elected at the Annual Meeting of members and shall serve for a term of not more than three consecutive years, and until their successors are elected and qualify.

Sec. 3. NOMINATIONS — Nominations for said officers shall be made by the Nominating Committee as hereinafter provided.

Sec. 4. VACANCIES – The BOARD shall have power to fill any vacancies in any office, and Officers so appointed serve until the next Annual Meeting, or until their successors are elected and have qualified.

Sec. 5. DUTIES AND POWERS OF OFFICERs:

PRESIDENT

The President shall preside at all meetings of the BOARD and the members; with the Secretary, sign all contracts and papers relating to the affairs of the club; make all committee appointments, except as otherwise provided in these By-Laws; be ex-officio a member of all committees; and perform all other acts properly belonging to his office, including executive supervision of all activities of the Club and its employees.

VICE PRESIDENT

The Vice-President shall assist the President and perform his functions in his absence.

SECRETARY

The Secretary shall make and keep minutes of all meetings of the BOARD and of the members; maintain a membership record, including names and addresses, and other such data concerning admission to, maintenance and termination of membership as he may deem appropriate, or as may be required by the BOARD; keep all other corporate records except financial records; conduct all official correspondence; call for meetings, have custody of the corporate seal; attest the signature of corporate officers when required; and perform such other functions as may be appropriate to his office, or required by the BOARD.

TREASURER

The Treasurer shall make and keep records of all financial transactions of the Club; be responsible for the receipt of all monies due the Club and deposit the same in bank accounts or other places of deposit approved by the BOARD, paying any service charges on such accounts as he may think proper; keep appropriate records showing the names and addresses of the members, together with a complete record of payment in full or on account thereof, and the serial number and date of certificate issues; sign all checks and make all disbursements, subject to the approval of the BOARD; and perform such other functions as may be appropriate to his office, or required by the BOARD. The Treasurer shall be bonded.

Sec. 6. The BOARD has the authority to replace at any time any Board Member who does not perform the above described duties.

ARTICLE VII

MEMBERSHIP AND NOMINATIONS

Sec. 1. MEMBERSHIP COMMITEE – The Membership Chairperson shall be responsible for such membership related functions as may be assigned by the BOARD.

Sec. 2. NOMINATION COMMIITEE – The President shall appoint a nominating committee that shall make nominations for all Officers, Trustees and Membership Chairperson to be elected at the Annual Meeting in each year. The names of all such nominees shall be given to each member with the notice of said Annual meeting as required by these By-Laws. Other nominations may be made by any member from the floor at such Annual Meeting.

Sec. 3. OTHER COMMITEES – There shall be such other committees as the President may appoint.

ARTICLE VIII

SEAL

Sec. 1.The seal of the Club shall be as follows:

(Unavailable at time of publish)

ARTICLE IX

DUES

Sec. 1. All dues, the amount and payment schedule thereof, shall be determined and fixed by the BOARD. Penalties for late or non-payment shall be determined and assessed by the BOARD.

Sec. 2. Failure of a member to pay dues shall result in automatic suspension of all Club privileges, including the right to vote. Dues shall not be refunded or rebated, except by approval of the BOARD.

ARTICLE X

No Trustee or Officer shall receive salary compensation for his or her service. Guest fees and volunteer fees are waived for current and former board members.

ARTICLE XI

AMENDMENTS

Sec. 1. These By-Laws may be amended by a two-thirds (2/3) vote of the members entitled to vote and present at a duly organized meeting, provided that notice of the proposed amendment is given to each member with the notice required for such meeting and a quorum exists.

ARTICLE XII

This Club shall be governed under the Revised Roberts Rules of Order.