Article I NAME
§ 1. The name of the Corporation is Connecticut Belair Club, Inc. (hereinafter referred to as the ‘Club’).
§2. The principal office of the Club is at the pool site, 3901 Ferrara Drive, Silver Spring, Montgomery County, Maryland.
§3. The fiscal year of the Club shall be from 1 November through 31 October.
§4. The corporate seal shall have inserted thereon the name of the Corporation; the year of its
incorporation, 1958; and the words ‘Corporate Seal’ and ‘Maryland’.
Article II MEMBERSHIP
§1. Membership in the Club shall be limited to 650 total memberships.
§2. The following types of memberships shall be offered.
- Family – shall include legal parents or guardians and all children or legal dependents who have not reached their 22nd birthday by opening day, and whose principal place of residence is the same as that of their parents and guardians.
- Two-Party – shall include two (2) individuals whose place of residence is the same.
- Senior– shall include individuals who have reached the age of 62 by opening day.
- Individual – shall include individuals who have reached the age of 18 by opening day who do not qualify for another type of membership.
- Mid-Summer Discount – the Board of Directors (hereinafter referred to as the ‘Board’) may, at its
discretion, offer a mid-summer discount for memberships beginning on a date determined by the Board.
§3. Membership Add-Ons
- Grandparents, nannies, babysitters, and Adult Dependants may be added to the memberships listed in §2 by payment of a fee to be set by the Board.
- Two-Party, Individual, and Senior memberships are limited to one (1) add-on.
- Additional fees for Adult Dependents who are members of the Armed Forces on active duty shall be waived upon presentation of proper credentials.
§4. Children or legal dependents who have not reached their 2nd birthday by opening day shall not be counted for purposes of determining membership category.
§5. Cases not covered by §2 shall be considered on an individual basis by the Board.
§6. Memberships are not saleable or transferable.
§7. Persons who become members of the Club shall be governed by and subject to the provisions of the Articles of Incorporation, as amended, these Bylaws, the Rules and Regulations of the Club, and the decisions of the Club and of the Board. Copies of these shall be maintained at the principal office.
Memberships which have not had annual dues paid for two (2) consecutive years shall be declared null and void. Such action shall not impair the right of the Club to collect any unpaid dues.
§6. Voting rights for memberships shall be as follows:
- Family – two (2) votes
- Two-Party – two (2) votes, unless one party is a dependent, in which case one (1) vote
- Senior – one (1) vote
- Individual – one (1) vote§7. “Adult Dependents” are defined as children or legal dependents who have reached their 22nd birthday, but not their 26th birthday, by opening day, and whose principal place of residence is the same as that of their parents or guardians.
§1. Regular meetings of the Club shall be held in June and August, at a minimum, at a time and place in Montgomery County as prescribed by the Board. Notice of the meeting shall be sent electronically or by mail at least two (2) weeks prior to the meeting.
§2. The regular meeting in August shall be known as the Annual Meeting, and shall be for the purpose of electing Board Members, receiving reports of Officers and committees, and for any other business that may arise.
§3. Special meetings may be called by the President or the Board, and shall be called upon written request of members entitled to cast at least twenty percent (20%) of all the votes entitled to be cast at the meeting. The purpose of the meeting shall be stated in the notice. Except in case of emergency, at least seven (7) days’ notice shall be given.
§4. Fifty (50) voting members shall constitute a quorum at membership meetings.
§5. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable, and in which they are not inconsistent with the Articles of Incorporation, as amended, these Bylaws, and any special rules of order the Club may adopt.
BOARD OF DIRECTORS
§1. The Board of Directors shall consist of twelve (12) members elected by the Club. Board Members shall be members of the Club.
§2. Four (4) members of the Board shall be elected each year by ballot to serve for three (3) years or until their successors are elected. Their term shall begin at the close of the Annual Meeting at which they are elected. No Board Member shall serve more than four (4) consecutive terms.
§3. In the event of death, resignation or removal of a Board Member, a majority of the remaining Board Members, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board, which Board Member shall serve until the next Board election, at which time a permanent replacement shall be elected to fulfill the remaining term, if any..
§4. The Board shall direct, manage, control, and conduct the affairs of the Club, fix the hour and place of meetings, make recommendations to the Club, and shall perform such other duties as are specified in these Bylaws. The Board shall be subject to the actions of the Club; and none of its acts shall conflict with any authorized action taken by the Club, these Bylaws, or the Articles of Incorporation, as amended.
§6. Unless otherwise ordered by the Board, regular meetings of the Board shall be held monthly from September through March, and bi-weekly from April through August. Special meetings of the Board maybe called by the President, and shall be called upon written request of three (3) members of the Board. The call for meetings shall be made with at least three (3) days notice. The annual meeting of the Board shall be held as soon as possible following the Annual Meeting of the members, and shall be for the election of Officers and the transactions of other such business as may be required.
§7. Seven (7) members of the Board shall constitute a quorum.
§8. Members of the Board may waive, in writing, the requirement for three (3) days notice for Board meetings. Waivers shall be maintained in a file by the Secretary.
§9. The Board shall examine and audit the financial records, and attest to the accuracy of the financial statement presented by the Treasurer. The financial statement and audit certification shall be made a part of the Annual Report.
§10. The Board shall direct the preparation of an Annual Report which covers the fiscal year past. The Annual Report shall be presented at the Annual Meeting and shall contain, at a minimum, a summary by the President, the financial statement and audit report, and the reports of the committees prescribed by Article VI.
§11. The Board shall annually review the Standing Orders of the Club, and recommend appropriate changes, additions, or deletions.
§12. The Board may, by resolution, designate one or more committees in addition to those specified in Article VI, either standing or temporary, each to consist of, if so directed by the Board, at least one or more members of the Board, which, to the extent provided in such resolution, shall have and may exercise the power granted to it by the Board.
Article V OFFICERS
§1. The Officers of the Club shall be a President, Vice President, Secretary, and Treasurer. The Officers of the Club shall be elected by the Board at the Annual Meeting of the Board in even-numbered years to
serve for two (2) years or until their successors are elected and qualified. Officers shall be members of the Club. These Officers shall perform the duties prescribed by these Bylaws or the Club, by the parliamentary authority adopted by the Club, or as usually inhere in their offices.
§2. No member shall hold more than one office, and no members shall be eligible to serve more than six
(6) consecutive terms in the same office. This section become effective at the close of the first Annual Meeting held after adoption of these Bylaws.
§3. In the event of death, resignation or removal of the President, Vice President, Secretary, or Treasurer, the Board shall elect a successor to fill the vacancy.
§4. The President shall act as the Chairman of the Board, and preside at all meetings of the members and of the Board, have general supervision of all the affairs of the Club, and have such other powers and duties or as may be prescribed by the Board or the Club.
§5. The Vice President shall, in the absence or disability of the President, perform the duties of the President, and shall have such other powers and duties as may be prescribed by the Board or the Club. The Vice President shall also serve as Parliamentarian at all meetings.
§6. The Secretary shall be the official custodian of all corporate records, other than financial, and the Corporate Seal. The Secretary shall attend all meetings of the membership and of the Board, and prepare minutes of those meetings. The Secretary shall have such other powers and duties as may be prescribed by the Board or the Club.
§7. The Treasurer shall be the custodian of, and shall receive and safely keep, and account for, all monies and other property of the Club, and shall make payments and disbursements as directed by the Board. The Treasurer shall deposit the funds of the Club in such banks or trust companies as may from time to time be designated by the Board. Such deposits of funds shall be made subject to draft only in accordance with the approved budget and on the joint signatures of not less than two (2) Officers of the Club as these may be designated from time to time by the Board. The Board is authorized to allocate such funds for the use of the Officers as they consider proper. The securities of the Club shall be deposited in some suitable deposit vault or vaults as may be directed by the Board. Access to such securities shall be had by two (2) Officers of the Club as these may be designated from time to time by the Board. The Treasurer will render a complete financial report at each Annual Meeting of the Club.
The Treasurer shall have such other powers and duties as may be prescribed by the Board or the Club. Article VI
§7. The President may create such committees, standing or special, as the Club or Board shall deem necessary to carry on the work of the Club.
§8. Each committee shall prepare an annual plan which shall be submitted to the Club at the regular meeting in June. Each plan shall contain specific goals or objectives for the current year, the planned actions and schedule for achievement, and preliminary goals or objectives for the following year. Each
committee shall submit a report at the Annual Meeting which shall delineate the accomplishments of the past year and the revised recommendations for goals or objectives for the following year.
INDEMNIFICATION OF BOARD MEMBERS
§1. Each Board Member, whether or not then in office, shall be indemnified by the Club against all reasonable costs and expenses incurred by or imposed upon him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his being or having been a Board Member, such expenses to include the cost of reasonable settlements (other than amounts paid by the Club itself) made with a view to curtailment of costs of litigation. The Club shall not, however, indemnify any Board Member with respect to matters as to which he shall be finally adjudged in any such action, suit, or proceeding to have been derelict in the performance of his duty as such Board member, nor in respect of any matter on which any settlement or compromise is effected, if the total expense, including the cost of such settlement, shall substantially exceed the expense which might reasonably be incurred by such Board Member in conducting such litigation to a final conclusion. The foregoing right of indemnification shall not be exclusive of other rights to which any Board Member may be entitled as a matter of law.
AMENDMENT OF BYLAWS
§1. These Bylaws may be amended at any duly assembled meeting of the members of the Club, or by ballot, by the affirmative vote of two-thirds (2/3) of the number of voting members present and voting, provided that the amendment has been submitted in writing, and published with the call. However, no amendment shall be adopted which will alter or destroy the object and purposes for which the Club is formed as set forth in the Articles of Incorporation, as amended.
These bylaws were adopted at a regular meeting of the membership held on [DATE]. All previous versions of Bylaws of the Connecticut Belair Club, Inc., are null and void.
Katie Stout Secretary