Section 1. The government of the Club shall be vested in a Board of Directors (hereinafter called the Board) that shall not exceed 13 members. The duties of the Board shall be as follows:
(a) Transact all Club business and make and amend Rules and Regulations for the use of Club property. It may appoint and remove such clerks, agents, servants or employees as it may deem necessary and may fix their duties and compensations.
(b) Act on applications for membership.
(c) Fix, impose and remit penalties for violations of these Bylaws and Rules and Regulations of the Club.
(d) Constitute and appoint committees and define their powers and duties.
(e) Fill any vacancy in the membership of the board to serve until the next Annual Meeting of the Club.
(f) Elect from the Board, a president, vice-president, secretary and treasurer, all of whom shall serve without compensation. If necessary, create other offices and appoint persons, who need not be members of the Club, to such offices.
Section 2. The Board 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 funds of the Club shall be executed. The Board shall require that two elected Officers or the Business Manager and one elected Officer shall sign all checks, drafts or other instruments for the payment of funds drawn in the name of the Club.
Section 3. The Board shall cause the books of the Club to be reviewed annually after the end of the fiscal year by a person or persons selected by the Board who shall be neither Officer nor Director of the Club. The report shall be read at the Annual Meeting and be available to the members on request. The books may be reviewed at other times if deemed necessary.
Section 4. The Board shall regularly meet monthly, and at special meetings at the request of the President or at the request of at least three members of the Board. The president may add or eliminate meetings to this schedule as necessary.
Section 5. A quorum shall be present when 50 percent or more of the Board are present.
Section 6. Matters acted upon by the Board shall be decided by majority vote of the Board members present, except as noted elsewhere.
Section 7. Nothing in these Bylaws shall be construed to permit the Board to borrow or pledge the credit of the Club without the specific approval of the members of the Club at a duly held Club meeting.
Section 8. A member of the Board may be removed from office by a majority vote of the members of the Club present at a duly held Club meeting.
Section 9. A member of the Board who shall cease to be a member of the Club shall automatically cease to be a member of the Board.
Section 10. The business and fiscal year of the Club shall be the calendar year.
Section 1. The officers of the Club shall be the President, Vice-President, Secretary and Treasurer. Officers shall be members of the Board and shall hold office until the end of the first Board Meeting after the Annual Meeting or until a successor is elected.
Section 2. The President shall be the administrative officer of the Club and shall preside at all meetings of the Club and the Board. He/she shall appoint, subject to confirmation by the Board, all standing and special committees, designating the chairman thereof.
Section 3. The Vice-President, in the absence or disability of the President, shall act in his/her stead. He/she shall, under the direction of the President, attend to the business and financial operations of the Club and shall be chairman of the Finance Committee. He/she shall be, ex-officio, a member of all committees.
Section 4. The Secretary shall send out timely notices of meetings of the Board and the Club, keep the minutes of all meetings, attend to the correspondence pertaining to the office, and perform such other duties as may be requested by the Board.
Section 5. The Treasurer shall work with the Business Manager in keeping the accounts of the Club, rendering bills and statements for dues, fees and assessments in a timely manner, collecting revenues, paying the bills as approved by the Board or other agent authorized by the Board, and depositing the funds in authorized depositories; and shall perform such other duties as may be requested by the Board.
Section 1. Membership shall consist of household units (related individuals living in the same household), and individual units (one designated person utilizing the pool) and each unit shall own only one share of stock. Additional non-stock-holding members include special and summer memberships.
Section 2. Active Member: Member owning a share of stock in the Corporation who has paid all assessed fees, dues, and assessments. The term “Member” when used in these Bylaws shall refer to this classification unless otherwise specified. Active Members only shall have voting privileges; each share of stock shall have one vote. The two types of Active Members are “Household” and “Limited Individual”.
(a) Household: All members permanently residing in the member home have full privileges of the club. Household members, as Active members shall have voting privileges; each share of stock shall have one vote.
(b) Limited Individual: Current Household Member stockholders may apply to the Board for this type of membership. Such requests must be received in writing annually. The Board will limit this type of membership to an appropriate number of units per year. Limited Individual members will have voting and stock privileges as Active Members. However, this type of membership has restricted pool-use privileges that do not allow other members of the household use of the pool facilities except as defined by the guest policies associated with this type of membership (determined annually by the Board). In keeping with these limited-use privileges, the Limited Individual Member may pay reduced annual dues no lower than two-thirds of the Household Active Member dues at any time.
Section 3. Summer Member: Other persons shall be approved by the Board for a designated period not to extend beyond the date of the next Annual Meeting. (a) A limited number of summer memberships, valid for one year only, may be issued by the Board. The number of active memberships and summer memberships shall not exceed the total number of authorized memberships. Summer Members will not be stockholders and will not be entitled to membership privileges except for general use of the pool.
Section 4. Special Member: The Board may approve special membership options and privileges deemed appropriate and beneficial to the club for a designated period, not to extend beyond the next annual meeting.
Section 5. The Board shall vote upon each application for membership at its next meeting after the receipt of an application. Approval requires a two-thirds vote of the Board members present. Applicants must be personally known and recommended by at least two Members of the Club.
Section 6. The authorized maximum number of active memberships shall be determined by the Board and approved by the members of the Club at the Annual Meeting or other duly held Club meeting.
Section 7.
(a) A member may become inactive by letter of request to the Board before March 1 for the ensuing season. Upon acceptance, the member’s name will be placed on an “Inactive List.” The member will be liable for annual dues and assessment if the request is received after March 1. Otherwise the inactive member does not pay annual dues and assessments and forfeits all privileges of membership until returned to active status.
(b) An inactive member may request reinstatement to active status by letter to the Board. Active status will be granted as vacancies occur and will require a reinstatement fee in addition to annual dues.
(c) Upon approval by the Board, automatic reinstatement to active status can be assured only if the member or a substitute family pays the annual dues on a continuing basis during the inactive period.
Section 8.
(a) A member may resign at any time by letter of request to the Board subject to the provisions of ARTICLE VI. Requests received before March 1 will be accepted and the member’s name will be placed on a “Redemption List.” The member will be liable for the annual dues and assessments if the request is received after March 1.
(b) Stock certificates will be redeemed as vacancies occur and new members are accepted.
(c) Applicants for membership will be selected in a sequential manner based on Longevity on the waiting list. However, upon approval by the board, members wishing to transfer stock directly to an immediate family member (parent, sibling, or child) may do so without utilization of the waiting list. The direct applicant (parent, sibling, or child) must meet all other requirements for pool membership.
(d) Upon approval by the Board, stock redemption may be expedited, in the absence of a waiting list, if the member provides the name of a new applicant for membership to immediately purchase his/her stock when redeemed.
(e) If a member who resigns subsequently requests reinstatement before his/her stock is redeemed, his/her name will be moved from the Redemption List to the Inactive List.
(f) A representative of Shawnee will attempt to contact prospective members on the waiting list when attrition raises their name up for either summer membership or stock-holder membership. Contact will be through means provided by the prospect member (email, mailing address, phone number, etc.), and usually occurs by April each year, as stock is redeemed. If the prospect member does not reply to the Shawnee contact by December 31st of that same year, the prospective members name will be removed from the waiting list and their placement will be forfeited.
Section 9.
(a) A member of any class, for cause and after having been given an opportunity for a hearing by the Board, may be suspended for a period not to exceed three months by a two-thirds vote of the Board present by secret ballot, or may be expelled by a three-fourths vote of the entire Board by secret ballot. Cause for suspension or for expulsion shall, in general, consist of violation of these Bylaws or the Rules and Regulations of the Club, or of conduct unbecoming a lady or gentleman.
(b) The Board may delegate, by letter, to a responsible employee of the Club, or to a member of the Club, the power to suspend club privileges to a member of any class for violation of these Bylaws or the Rules and Regulations of the Club, for a period not to exceed seven days. A written report of such suspension, containing reasons thereof, shall be submitted to the President within twenty-four hours after the suspension.
Section 10.
(a) All classes of members shall be accorded the privileges of the Club subject to the Club and Pool Rules and Regulations, which shall be posted at all times, and to these Bylaws.
(b) The Board, at its discretion, may extend the privileges of the Club to any person.
(c) The Board, by rule, shall fix terms, conditions and fees by which guests of members may use the facilities of the Club. In-town guests are limited to a total of four visits per month, irrespective of member hosts. There shall be no charge for out-of-town guests (staying as houseguests of an Active Member) from outside a 25-mile radius.
(d) The cost of any properties of the Club broken or damaged by members of any class, or their guests, shall be promptly paid for by such member. No person shall take away any properties belonging to the Club.
(e) The Club assumes no responsibility, and members of all classes and their guests can have no claim against the Club, for the property of members of all classes or their guests which may be brought into or left in club buildings or on the grounds.
(f) The Club assumes no responsibility, and members of all classes and their guests can have no claim against the Club, for any accident or injury to any person or their property. Back to top
Section 1.
(a) The Board, at a regular Board meeting prior to the membership Annual Meeting, shall establish membership dues, fees and assessments for the next year for both active and summer memberships to be recommended to the Members of the Club.
(b) Dues, fees and assessments shall be sufficient to provide for the necessary operating expenses of the Club and the proper maintenance and improvement of its property. Such dues, fees and assessments shall be payable on or before a date established by the Board.
(c) Dues, fees and assessments for the next year shall be as approved by the Membership at the Annual Meeting. A two-thirds vote of the Active Members present is required for approval. Each share of stock shall have one vote.
(d) No dues, fees or assessments or part thereof shall be refunded in the event that pool operations are required to be suspended for any period.
(e) All Active Members on March 1 will be liable for the annual dues, fees and assessments for the current season.
Section 2.
(a) Stock certificates shall be issued and are transferable only on the books of the Corporation at par value in accordance with these Bylaws. The stock certificates shall contain an appropriate notation to that effect on the face thereof.
(b) The time and manner in which the stock certificates shall be redeemed shall be determined by the Board.
Section 3. In the event of the dissolution of the Club in any manner or for any cause, and in no other event, upon the effective date of dissolution of the Club, all shares of stock shall be a lien on the proceeds of the sale of the properties of the Club after the payment of all its obligations to the extent of the then value of the stock as fixed by these Bylaws, subject to set-off of all debts and obligations owed by the holder of stock. After payment of all stock, outstanding upon the effective date of dissolution of the Club, the surplus remaining shall be paid and distributed pro-rata among the then Active Members of the Club.
Section 4. Any member of any class failing to pay indebtedness, fees, dues or assessments before the 10th day of the month following that in which a statement of the indebtedness shall have been sent to them by the Club’s duly authorized agent shall be notified that, if such indebtedness shall not be paid within thirty days thereafter, the delinquent may be suspended by the Board. Any person thus suspended, shall immediately be notified in writing that fifteen days after the sending of such notice he/she shall cease to be a member of the Club. The Board, at its discretion, may reinstate any member upon request in writing and repayment of all indebtedness to the Club.
Section 5. Upon cessation of membership for any reason, all indebtedness to the Club shall be a lien upon and charged against the stock; the stock certificate may be taken over by the Club to satisfy such indebtedness. In the event of the Club being unable to obtain possession of the stock certificate, it may be canceled on the books of the Club and a new certificate may be issued in place thereof to a newly elected member on payment by him/her to the Club of the then value of a share 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 certificate shall be requisite to perform the transfer to the Club. The Treasurer of the Club for the time being is hereby authorized, as the attorney of the holder of such stock, to make such transfer. Every share of stock is expressly subject to the provisions of this section.
Section 6. Members shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by members of their families to whom the privileges of the Club have been extended, and for all charges or liabilities imposed upon or incurred by their guests.
Section 7. All dues, fees, assessments or other charges mentioned herein are exclusive of the taxes imposed by federal, state or other governmental bodies or agencies.
Section 1.
(a) The Annual Meeting of the Club shall be held during the month of February in each year, at such time and place as designated by the Board.
(b) The Annual Meeting shall be for the purpose of electing directors, presenting committee reports, adopting a budget, setting values for dues, fees and assessments, and for the transaction of such other business as may be indicated in the notice or brought before it.
Section 2. Special meetings of the Club may be called by the Board, or by the Secretary, within thirty days of receipt of a written request by ten members stating the purpose thereof.
Section 3.
(a) Notice of the Annual Meeting shall be given by mail or electronic mail to the Members at least ten days prior thereto and shall include the agenda, a current financial statement and proposed budget, and the Board nominees for President and for the new Board.
(b) Notice of Special Meetings shall be given by mail or electronic mail to the Active Members at least five days prior thereto and shall include a statement of the purpose for the meeting. No other business may be transacted thereat.
Section 4.
(a) Each share of stock shall have one vote. However, only Active Members shall be entitled to vote at meetings of the Club. Voting shall be via voice, but ten Active Members can require voting by ballot.
(b) Present and Active Members can carry one written and signed proxy concerning specific agenda items for one other Active Member of the club. Such proxy documents will be made available by the board and must be requested 24 hours in advance of the annual and special meetings to be considered valid.
Section 5. Twenty Present and Active Members shall constitute a quorum at Club meetings. Proxy documents shall not be counted toward the quorum count
Section 6. Whenever notice of meetings to members is required, the mailing of such notices to the last known address of a member shall constitute compliance.
Section 7.
(a) The Board shall hold its first meeting after the Annual Meeting as promptly as practicable.
(b) The Board may, by resolution, establish from time to time a schedule of its meetings and rules for the conduct thereof.
(c) Notice of regular and special meetings of the Board shall be mailed to Board Members at least five days prior thereto.
Section 1. At each Annual Meeting of the Club, a maximum of five directors shall be elected from among the Active Members for a term of three years and/or until their successors shall have been chosen.
Section 2. Any director who shall cease to be an Active Member shall automatically cease to be a member of the Board. A successor shall be elected by the Board to fill the unexpired term.
Section 3. The Board shall prepare a slate of nominees for vacancies on the Board and report the nominations to the Secretary before the Annual Meeting. Additional nominations may be made from the floor at the Annual Meeting.
Section 1.
(a) The standing committees of the Club shall be: Facilities (Building and Grounds), Finance, Personnel. and Executive.
(b) The standing committees shall perform those duties delegated to them by the Board and shall advise the Board on their committee work. The Board may appoint or convene other committees and task forces as necessary for the smooth and effective operation of the facility and in support of the membership of the club.
Section 2. The Facilities Committee shall recommend improvements and needed maintenance of the grounds, buildings and equipment.
Section 3. The Finance Committee shall exercise general supervision over the financial transactions of the Club, make recommendations for improvement, and prepare the annual budget for approval by the Board at its January meeting.
Section 4. The Executive Committee shall be comprised of the officers of the Board and shall meet as necessary to discuss Board actions, agenda development, and other pertinent items related too the function of the Club and Board. Additionally, when issues arise that need immediate attention between regularly scheduled Board meetings, the Executive Committee may meet and act on behalf of the Board.
Section 5. The Personnel Committee shall recommend positions required for the operation of the pool and other facilities, salaries for those positions, applicants for the positions, hours of operation for the pool and other facilities, and programs of instruction. Additionally, the Personnel Committee shall develop and update job descriptions and personnel policies for the club related to all positions required for operation of the pool. The Personnel Committee will request or conduct reviews of all personnel as needed and appropriate.
Section 1.
(a) Each person who acts as Director or Officer of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been a Director or Officer of the Club, except in relation to matters as to which he/she shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of his/her duties.
(b) The right of indemnification provided herein shall insure to each Director and Officer referred to above whether or not he/she is such Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his/her death shall extend to his/her legal representatives.
Section 2. Any question as to the meaning for proper interpretation of these Bylaws shall be determined by the Board.
Section 3. Wherever mention is made herein to age of members, it shall be the age last attained as of January 1 of the current year.
Section 4. These Bylaws may be amended by a two-thirds vote of the Active Members present at the Annual Meeting of the Club. This revision of the Bylaws, which was adopted in 1965, contains amendments approved in 1977, 1978, 1982, 1989, 2006, and 2010.