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Club By-Laws

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ARTICLE I – Name
The name of the Club shall be the Green Woods Club, a non-profit organization.
ARTICLE II – Purpose
To promote the physical, mental and moral well-being of its members and in pursuance thereof to construct, own and operate a swimming pool and such incidental recreational facilities in conjunction therewith as are appropriate in the County of Chester, State of Pennsylvania.
ARTICLE III – Government
Section l. The club shall be managed by the Board of Directors, nine in number who shall serve without compensation and who shall be active members of the Club.
Section 2. At the first annual meeting of the Club, nine directors shall be elected—three to serve for a period of one year, three to serve for a period of two years, and three to serve for a period of three years. At each annual meeting thereafter, three directors shall be elected to replace those retiring and these shall serve for a term of three years, or until their successors have been chosen.
Section 3 Any member of the Board of Directors who shall cease to hold active or associate membership in good standing in the Club automatically shall cease to be a member of the Board of Directors.
Article IV – Board of Directors
Section 1. Consistent with these By-Laws, the Board of Directors shall:
(a) Transact all Club business and make and amend rules for the regulation of the use of Club property; appoint and remove such officers, clerks, agents, servants, or employees as it may deem necessary; fix the powers and duties of all such persons for services.
(b) Approve all applications for membership
(c) See that the By-Laws and Rules and Regulations of the Club are enforced; fix, impose and remit penalties for violations of the By-laws and Rules and Regulations of the Club.
(d) Elect from the Board of Directors, a president, a vice-president and treasurer.
(e) Constitute, appoint and disband committees and define their powers and duties consonant with the provisions of Article X
(f) In the event of a vacancy occurring on the Board, within one month of the occurrence either fill such vacancy by a majority vote of the Board, or hold an election at a special meeting of the Club called to fill such vacancy. Such vacancy shall be filled until the next annual meeting when an election shall be held to fill the term of office if unexpired.
Section 2 The Board of Directors 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 signature of the President and Treasurer shall be on all checks, drafts, or other such instruments.
Section 3. The monies of the Club shall be deposited in such Bank or Banks in which such deposits will be insured by the Federal Deposit Insurance Corporation (FDIC) in such amounts as not to exceed the amounts covered by such FDIC.
Section 4. The Board of Directors shall cause the books of the Club to be audited annually by the auditors who shall be neither Directors nor Officers of the Club. The report of the auditors shall be available to members at all times.
Section 5, The Board of Directors shall meet at such times and intervals as they deem necessary. Meetings of the Board of Directors shall be open to all active and associate members.
Five (5) members of the Board shall constitute a quorum.
Section 6. Any member of the Board of Directors may be removed from the Board and/or from such office as he may hold, by a majority vote of the active membership, at an annual or special meeting.
ARTICLE V – OFFICERS
Section 1. The officers of the Club shall be the president, vice-president, secretary and treasurer. The president, vice-president and treasurer shall be elected annually from among the members at the first Board meeting subsequent to the annual meeting of the Club. The secretary shall be appointed by the Board from among the Club membership to hold office at the pleasure of the Board. Such additional secretaries as may be necessary shall be appointed by the Board to serve at its pleasure.
Section 2. The president shall preside at all meetings of the Club and the Board of Directors, and he shall be the administrative officer of the Club. He shall appoint, subject to confirmation by the Board, the chairman of all committees. He shall co-sign, with the treasurer, all checks and other disbursement vouchers. He shall sign all contracts and similar documents as are approved by the Board or Club membership. He shall be, ex-officio, a member of all committees.
Section 3. The vice-president, in the absence of or at the request of the president, shall perform the functions of the president. He shall be, ex-officio, a member of all committees. In any conflict concerning his status as in any conflict concerning his status as acting-president, the decision of the Board concerning such status shall determine.
Section 4. The secretary shall perform such functions and duties as determined by the Board.
Section 5. The treasurer shall attend to keeping the accounts of the Club, collecting its revenues and paying its bills as approved by the Board of Directors, or other agency authorized by the Board to incur them. He shall deposit funds of the Club received by him, in the name of the Club, in such depositories as may be authorized by the Board. He shall perform such other duties pertaining to his office as may be requested by the Board. He shall be bonded in such amounts as determined by the Board. He shall co-sign with the president all checks and disbursement vouchers.
Section 6. Officers and others appointed under Article IV, Section 1(a), shall perform duties as may be assigned them by the Board and/or such persons or groups to whom the Board may delegate such authority.
Section 7. Where the word “Secretary” is used in these By-Laws, it shall refer to such person or persons so designated by the Board for that particular purpose.
ARTICLE VI – Members
Section 1. An active member shall be defined as a holder of a certificate of membership in good standing. Only active members shall be eligible to vote. Only one vote shall be allowed per certificate of membership.
Section 2. The person named as the holder of a certificate of membership may assign to such person’s wife or husband all rights of such certificate. Such assignment shall be in writing to the membership chairman. During the period for such assignment is stated, the assignor, as the holder of such certificate, shall relinquish all rights under the certificate and these By-Laws, and the assignee thereof shall obtain such rights for such period thereof.
Section 3.
(a) An associate member shall be defined as a member of the same household (single family unit) as an active member. The “same household single family unit” shall be defined as a husband, wife, single children living in the same household. Single children under 21 living at home may not be Bond holders.
(b) Related family members living with the single family unit may hold associate membership status by paying the bondholder’s fee each season.
(c) An eligible associate member who does not pay dues IS NOT entitled to any swimming privileges for that year. He or she may pick up associate membership in succeeding years if dues are paid. In any conflict arising from such interpretation the decision of the Board shall determine.
Section 4. Any member of the Club may withdraw from membership at any time, subject to the provisions of Article V11, and there shall be no refund of the current year’s dues.
Section 5.
(a) Members are expected to conduct themselves in a manner befitting ladies and gentlemen, and to adhere to the By-Laws and Rules and Regulations of the Club.
(b) Any member, after being given an opportunity for a hearing, may be suspended or expelled from membership by a two-thirds vote of the Board, or two-thirds vote of the membership, at a special meeting called for such purpose. The suspension or expulsion of an associate member shall not operate to prejudice the membership of any other member.
Section 6. The number of membership certificates in the Club shall be determined by the Board of Directors, but shall not exceed 285.
Section 7. Application for membership shall be entered upon a waiting list and admitted to the Club as vacancies occur. A vacancy shall be deemed to occur upon a transfer of a membership back to the Club, or acquisition of membership by the Club for any reason.
ARTICLE VII – DUES AND FEES.
Section 1.
(a) The Board of Directors shall establish the amount of annual dues with advice from the Finance Committee.
(b) The Club shall not be required to refund any dues or part thereof in the event that pool operations are suspended for any period.
(c) The Board of Directors with the advice of the Finance Committee and through careful planning, shall strive to anticipate the date and amount of major expenditures for refurbishment of the pool facilities. A financial reserve shall be built to finance major expenditures. The reserve shall be financed through a portion of the yearly fees and have sufficient money to fully cover the expenditure at the anticipated date.
(d) The philosophy governing the yearly amount of fees and dues should be that the current members enjoying the advantages of the pool should pay through fees and dues all expenses, both operating and depreciation, associated with that enjoyment. Conversely, the expenses supporting enjoyment of the current membership should not, except under extreme circumstances, be mortgaged through the payments of the future membership.
Section 2.
(a) The price of a Certificate of Membership shall be determined by the Board of Directors with advice from the Finance Committee, but shall not be less than that paid for an initial certificate.
(b) The use for the monies realized by any increase in the Certificate of Membership price shall be for new capital improvements and not for financing yearly operating expenses.
Section 3.
(a) Certificates of Membership may be transferred to another eligible member of the same family unit, or to the Club for disposition in accordance with Article VI. No other transfers may be made. The Board shall approve all transfers.
(b) Except for payment as hereinafter provided, each Certificate of Membership shall become null and void upon the date that the holder thereof ceases to be a member for any cause. The time and manner in which the holder shall be paid for his Certificate, subject to the provisions of Section 6 hereof, shall be determined by the Board of Directors, provided however, that each Certificate of Membership shall be redeemed in the chronological order of the waiting list; except if no waiting list exists, a Certificate holder may recommend a replacement family for membership. Upon Board approval, the present Certificate holder can have his Certificate redeemed once the Application and payment has been received
Section 4. In the event of 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, Certificates of Membership shall lien upon the proceeds of the sale of the property of the Club after the payment of all of its just debts and obligations, to the extent of the then value of the Certificates as fixed by these By-Laws, subject to the set-off of all debts, dues and other obligations owed by the holder to the Club. After payment of all Certificates of Membership outstanding upon the effective date of dissolution of the Club, the surplus remaining shall be paid pro-rata to the then membership of the Club.
Section 5. Any member family failing to pay dues or indebtedness within a reasonable time established by the Board of Directors shall be notified that, if such indebtedness shall not be paid within fifteen days thereafter, the Certificate will be redeemed by the Board of Directors.
Section 6. Upon cessation of membership for any cause, all indebtedness owing the Club by the member shall be a lien upon and charged against his Certificate of Membership. In the event of the Club being unable to obtain possession of the Certificate of Membership, it will be cancelled on the books of the Club, and a new Certificate of Membership issued in place thereof a newly elected member. In case of the enforcement of a lien as above provided, neither the signature of the holder nor delivery of the Certificate of Membership shall be requisite to perfect the acquisition by the Club, and the designated Secretary is hereby authorized, as the Attorney of the holder of such Certificate of Membership, to make acquisition, Every Certificate of Membership issued is expressly subject to the provisions of the section.
Section 7. Active members shall be responsible for the payment of all charges or liabilities arising from use of Club property that may be imposed upon or incurred by members of their family to whom the privileges of the Club shall have been extended, and for all charges and liabilities likewise imposed upon or incurred by guests introduced by them.
Section 8. All fees and other charges mentioned herein are exclusive of all taxes imposed by the Federal, State and other Governmental bodies and agencies.
Section 9. In any dispute concerning the payment of annual dues, the decision of the Board shall govern, consonant with the provisions of other section of these By-Laws
ARTICLE VIII – MEETINGS
Section 1
(a) The annual meeting of the Club shall be held during the month of October in each year, at such place and time as the board of Directors may determine. Notice of the place and time of annual meeting shall be given by mail to the active members at lease ten days prior thereto
(b) The annual meeting shall be for the purpose of electing Directors, presenting committee reports, and for the transaction of such other business as may be indicated in the notice or may be brought before the membership.
(c) The notice of the annual meeting shall include the names of candidates nominated by the Nominating Committee. Independent nominations may be made as provided by Article 1X, Section 2.
Section 2. Special meeting of the Club may be called by the Board of Directors, Also, upon written request of 10% of the active members, to the Secretary, stating the purpose therefor, a special meeting of the Club shall be called by the Secretary within thirty days. Notice of special meetings shall be given by mail to the members at least three days prior thereto. The notice shall state the purposes for which the special meeting is called and no other business shall be transacted thereat.
Section 3. Only active members shall be entitled to vote at meetings of the Club. Any member may be represented by written proxy if unable to attend in person. Voting may be by voice, but ten members (including those represented by proxy) shall have the right to demand voting by roll call. Any election of a Board Member at such meeting shall be by secret ballot.
Section 4. Five members of the Board of Directors, plus twenty (20) other active members present in person, shall constitute a quorum at all Club meetings.
Section 5. Whenever in these By-Laws notice to members is required, the mailing of such notices to the last known address of the members shall constitute notice.
Section 6.
(a) The Board of Directors shall hold its first meeting within thirty days following the annual meeting of the members.
(b) The Board of Directors may, by resolution, establish from time to time a schedule of its other meetings and rules for the conduct thereof.
(c) Special meeting of the Board of Directors may be called by the President, and shall be called by the designated Secretary upon the request of two members of the Board.
ARTICLE IX – NOMINATIONS.
Section 1.
(a) There shall be a Nominating Committee composed of five members of the Club. Three members shall be elected at the annual meeting of the Club from the membership at large; the other two members are ex-officio-the President and Vice-President. A vacancy occurring on this committee shall be filled by the Board of Directors consonant with the other provisions of these By-Laws.
(c) The Nominating Committee shall nominate at least one candidate for each vacancy in the Board of Directors to be filled at the annual meeting and three candidates for the next year’s Nominating Committee, and shall report such nominations to the designated Secretary at least thirty (30) days before the annual meeting.
Section 2. Independent nominations of candidates for election at the annual meeting may be made by a letter, signed by fifteen members, and delivered to the Secretary at least fifteen (15) days before the annual meeting. The Secretary shall give notice thereof to all members entitled to vote, at least seven days before the annual meeting.
Section 3. When a special meeting of the Club is called, as provided in Article VIII, for the purpose of filling a vacancy on the Board of Directors, candidates shall be nominated by the Nominating Committee, or by independent nomination, in the same manner as provided in Section 2 of this Article for an annual meeting. Nomination under this Section shall be made to the designated Secretary at least ten (10) days prior to the date of such special meeting.
Section 4. Nothing in these By-Laws shall preclude nomination from the floor and/or write-in voting by an active member, in person or by proxy, at the annual meeting, called to fill vacancies in the Board, or in the Nominating Committee, except that in voting by proxy, the name of the proxy maker’s selection(s) for the Board and/or Nominating Committee shall be so indicated on the certificate furnished by the proxy maker.
ARTICLE X – Committees
Section 1. The standing committees shall be Pool and Grounds, Membership, Rules, Nominating, Finance and Elections.
Section 2. The Pool and Grounds Committee shall exercise supervision over the pool and grounds; shall attend to the improvement and maintenance of the pool, buildings, operating equipment and grounds and shall have authority thereover. The Chairman shall be a member of the Board of Directors.
Section 3. The Membership Committee, in accordance with Article VI, shall investigate and recommend for approval to the Board of Directors, applicants for membership. The Chairman shall be a member of the Board of Directors.
Section 4. The Rules Committee shall prepare rules of health and good conduct in connection with operation of the pool and recommend policy as to guests.
Section 5. The Nominating Committee, in accordance with Article IX shall nominate candidates for the Board of Directors and for the Nominating Committee.
Section 6. The Finance Committee shall formulate the financial policy of the Club and make appropriate recommendations to the Board of Directors. The Chairman shall be a member of the Board of Directors.
Section 7. The Election Committee shall formulate rules for the conduct of elections at the annual or special meetings of the Club, and shall supervise the preparation, distribution and counting of all ballots at such elections.
Section 8. In any conflict arising concerning the definition of the duties, rights and obligations of the various committees, the decision of the Board shall govern.
ARTICLE XI – Miscellaneous
Section 1.
(a) Each person who acts as a Director or Officer of the Club shall be indemnified by the Club against expense actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding to which he is made a part by reason of his being or having been Director or Officer of the Club, except in relation to matters as to which he shall be adjudged in such action, suit or proceedings, to be liable for gross negligence or willful misconduct; and except any sum paid for the Club in settlement of an action, suit or proceeding based on gross negligence or willful misconduct in the performance of his duties.
(b) The right of indemnification provided herein will insure to each Director and Officer referred to in (A) above—whether or not he is such Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his death shall extend to his legal representative.
Section 2 Any questions as to the meaning or proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Directors.
Section 3. These By-Laws may be amended by a two-thirds vote of the Active Members present in person or represented by proxy, at a meeting of the Club, provided at least seven (7) days notice of such amendment shall be given by mail to the active members by the Secretary.