Club By-Laws – The Green Woods Swim Club

GREEN WOODS CLUB

BY-LAWS

Revised and Amended October 23, 2018

Definitions:

- Active Member: a holder of a Bond in good standing, who has paid all required dues and assessments as required for the current season (as defined in Article VIII)

- Annual Meeting: the meeting of all active members held each October at which the Board reports on the performance of the Club in the past year and states the plan for the upcoming year. New Board members will be announced and elected at the annual meeting.

- Bond: the investment and related certificate which all Members must make to become members of the Club. The value to be paid for a Bond is set by the Board of Directors by a simple majority vote. Any change in value charged impacts only new Bondholders. Amounts paid for Bonds are not to be used for daily operating expenses.

Bondholder: the owner named on a membership bond of the Club as recorded in the membership book.

ARTICLE I – NAME

The name of the club is the Green Woods Club, hereinafter referred to as “The Club”.

ARTICLE II – PURPOSE

The Club is a not-for-profit organization operating under the laws of the State of Pennsylvania, to promote the physical, mental and social well-being of its members, and in pursuance thereof to maintain, own and operate a swimming pool and such incidental recreational facilities, property and equipment as are appropriate in the conduct of its activities in the County of Chester, State of Pennsylvania, for use by its members.

ARTICLE III – GOVERNMENT

The Club shall be managed by a Board of Directors (hereinafter “the Board”), comprised of nine (9) members in good standing, who shall be active members of the Club. One of the following forms of compensation shall be issued to each Board member: $100.00 reduction of annual membership dues; OR The equivalent value in guest passes
Three (3) successor members of the Board shall be elected at the Boards’ annual meeting each calendar year, consistent with Article VII, Section 3. The elected Board member shall hold office for a period of three (3) years, or until their successors have been elected. If a Board member vacates his or her seat prior to the expiration of the three (3) year term, replacement of that Board member will follow the process outlined in Article IV, Section 4.
Any member of the Board who shall cease to be a member of the Club shall automatically and immediately cease to be a member of the Board.
The fiscal year of the Club shall run from October 1 – September 30. Newly elected Board members shall be inducted during the October meeting of the year the individual is elected to serve.
For all purposes herein, the term “mail” shall include First-Class US Mail and all manner of electronic communication. Electronic communication shall be the primary method of Notice to Members of Club meetings and Club business and the primary method of general communication among the Board and the Membership.

ARTICLE IV – BOARD OF DIRECTORS

The Board shall, subject to the provisions of the By-Laws of the Club:

1.Transact all Club business, and make and amend rules for the regulation of the use of Club property. The Board shall appoint and remove such agents, servants, workmen and/or employees as it may deem necessary, and shall fix their duties, authority and compensation.

Officers shall be elected from the Board, to include a President, Vice-president, Secretary and Treasurer. Five (5) members of the Board shall constitute a quorum.
Appoint and disband committees and define the powers and duties of each.
In the event a Board member vacates his or her seat, select and appoint an active member of the Club to serve as an interim Board member. The interim Board member will serve the remainder of the time until the next annual meeting when an election for a replacement member will be held.
Set a meeting schedule for the Board at the first meeting of a new fiscal year. Meetings of the Board shall be held monthly, or at such times and intervals as it deems necessary. All regular monthly meetings of the Board shall be open to all members in good standing with the Club.
Enforce the By-Laws and Rules and Regulations of the Club. Set Club policies and procedures. Fix, impose and remit penalties for violation(s) of these By-Laws and/or Rules of the Club.
The Board shall designate the Bank or Banks in which the funds of the Club shall be deposited. The monies shall be deposited with institutions that are insured by the Federal Deposit Insurance Corporation (FDIC), in such amounts not to exceed the amounts covered by the FDIC. The Board shall determine the manner in which these funds are to be handled. Specifically, the Board shall determine the procedure for executing checks, drafts and other instruments for payment of money drawn in the name of the Club. The Board shall always require that the signature of the President and the Treasurer, or a document evidencing the grant of authority by the President and Treasurer, shall appear on or shall accompany all checks, drafts, or other such instruments for all transactions in an amount greater than $2500.00.
Any Board member who uses his or her personal funds to pay for items or services procured solely for the benefit of the Club, shall be reimbursed by the Treasurer. Receipts documenting said purchases shall be submitted to the Treasurer within thirty (30) business days from date on receipt, and the Treasurer shall reimburse the Board member no later than thirty (30) business days from the date the receipts were submitted.
Review and approve or deny all applications for new membership.
Submit, or review and rule upon proposals submitted requesting or recommending the dismissal of a current member of the Club. Grounds for dismissal include, but are not limited to: a single incident or pattern of behavior that violates the mission of the Club to provide a safe, family-friendly environment; any verbal or physical behavior that jeopardizes the health, safety or enjoyment of any member or guest of the Club; and failure to pay Club dues and/or fees.
Process for Dismissal of a Club Member. The Board will follow a three (3) strikes policy, unless the violation is deemed by the Board to be sufficiently egregious as to warrant an immediate suspension of the membership pending a vote on dismissal. The vote on dismissal must occur after a reasonable and prudent investigation into the alleged conduct has been conducted by the Board. In non-emergency situations, the first offense will merit a verbal warning that will be documented in the Club records. The second offense will trigger a written warning, advising that the next offense could result in dismissal. The third offense will subject the offender to a vote to dismiss by the Board, either by emergency meeting, or at the next scheduled meeting of the Board. The vote to dismiss must occur after a reasonable and prudent investigation into the alleged conduct has been conducted by the Board.
The Board shall make available the financial books of the Club for review, inspection or audit, upon any reasonable and good-faith request of a Board member or Club member.
Adopt a multi-year financial plan (the “Plan”) on the recommendation of the Finance Committee. The Plan shall strive to anticipate ongoing operating costs and the date and amount of major expenditures, with the intention of establishing an appropriate level of member fees, member dues and new-member bond premiums. Variances to the Plan deemed necessary by the Board and Finance Committee for the most recent fiscal year will be reviewed with membership at each subsequent October annual Board meeting. Updates to the Plan will support the timelines established in Article IX, Section 1 and the Plan will be shared with the membership at that time.
Secure and maintain for the Club continuous liability, property, and any and all other types of insurance that will protect the members, the property, and the organization.
Nothing in these Bylaws shall be construed to permit the Board to borrow or pledge the credit of the Club or permit to sell or lease any real property belonging to the Club without a 2/3 vote of all Active Members in good standing.
The Board shall provide Bonding for any Board member empowered to handle Club funds up to the extent of the authority granted them by the Board.
Indemnification of the Board. The Club shall indemnify every Board member, Officer and Manager, their heirs, executors and assigns, against all costs and expenses, settlements and verdicts, including counsel fees reasonably incurred by them in connection with any action, suit or proceeding in which they may be made a party by reason of their being, or having been, a Board member, Officer or Manager of the Club, unless any Board member, Officer or Manager is adjudged in any action, suit or proceeding to be liable for gross negligence or intentional, willful and/or wanton misconduct. The Club will not indemnify a Board member, Officer or Manager for any portion of a settlement or verdict that is based upon a finding of liability for gross negligence or intentional, willful and/or wanton misconduct against said Board member, Officer and/or Manager.
The Board shall be responsible for drafting and enforcing the duties, policies and procedures governing each of the following committees:

Finance Committee

Pool and Grounds Maintenance

Swim Team

Any member of the Board may be removed from the Board for a just cause by a vote that constitutes a quorum of the Board (5 members).

ARTICLE V – OFFICERS

At the October meeting, the Board shall elect its Officers. The Officers elected shall be:

President

Vice-President

Secretary

Treasurer

The duties and responsibilities of the President, Vice-President, Secretary and Treasurer are described in detail, and attached to the By-Laws as Exhibit A. The job descriptions outlined in Exhibit A are incorporated by reference into these By-Laws, and are a part thereof.
The positions of President and Treasurer are limited to one (1) three-year term. Upon the completion of said three-year term, a different Board member must serve a complete three-year term before any Board member who previously held the position of President or Treasurer may serve in the same role. At the discretion of the Board, and subject to a vote that constitutes a quorum, the aforementioned individual(s) may serve a consecutive term.
The Board President shall preside over all Board meetings, and meetings of the Club, and shall serve as the Chief Executive Officer of the Club. The President shall appoint, subject to the confirmation by a majority of the members of the Board, the chairperson for each committee.
In the absence of, or at the request of the President, the Vice-President shall perform all the functions of the President. The Vice-President shall serve as an ex-officio member of each committee.

ARTICLE VI – MEETINGS

1.The annual meeting of the Club shall be held in October of each year, on a date, and at a location and time to be determined by the Board. Notice of the date, time and location of the annual meeting, and all applications for vacant Board positions, shall be sent to all Board members and Active Members of the Club in good standing, via email or other approved method, no later than thirty (30) days prior to the meeting date. The Notice shall include a list of the business to be discussed at the meeting, and include the names of any members up for election or appointment to the Board or to an Office within the Board. Sending said notice to the last known email address of the member shall constitute notice.

The Board sets the meeting schedule and approve a single set of the Rules of Conduct to be followed at the annual meeting and all regular meetings of the Club.
The annual meeting shall be for the purpose of electing Directors and Officers, presenting committee reports, and for the transaction of such other Club business as may be indicated in the notice or may be brought before the membership.
Special meetings of the Club may be called by the Board by giving five (5) days electronic notice, to all Active Members stating the purpose of the meeting; no other business shall be conducted at the Special Meeting.
Only one vote per Active Member shall be cast for any Club business. Any Active Member may be represented by written proxy if unable to attend in person. Votes shall be cast at the meeting, but a minimum of five (5) members, (including those represented by proxy) may present and approve a motion requiring vote by roll-call. An election of a Board member at a Special Meeting shall be conducted by secret ballot.
Majority rule shall apply in all voting except as specified in other sections of these By-Laws. A quorum for all membership meetings shall consist of five (5) members of the Board plus a simple majority of the Active Members in good standing present at the meeting either in person or by proxy.
The President may call a special meeting of the Board as he or she deems necessary.; any three (3) members of the Board may call a special meeting of the Board; and any five (5) Active Non-Board members may call a special meeting of the Board. The request shall be in writing, and submitted to the Secretary, who shall set the date and time and location of the meeting, and distribute notice of the meeting to the members via electronic notice.

ARTICLE VII – BOARD NOMINATIONS

The period for submitting nominations and the procedure for submitting nominations for vacant Board positions shall be set by the Board at least thirty (30) days prior to the Annual Meeting of the current season.
The Board shall count and certify the results of the balloting and report the results of the election to the members at the annual meeting, or as soon as practicable thereafter.
Election of Board members shall occur by simple majority vote of Active Membership in good standing who cast a ballot. The Board shall prepare a ballot of such nominations, and the Secretary shall mail the ballots to the members no later than thirty (30) days before the annual meeting, with a deadline for return of said ballot no later than five (5) business days before the annual meeting.
If a vote is cast by proxy, the proxy maker shall indicate on the certificate so provided the name of the individual(s) selected as the proxy holder.

ARTICLE VIII – MEMBERS

Membership in the Club shall be limited to persons approved by the Board at the annual meeting of the Board, and shall be further limited to 285 Bond Holders, with members defined as follows:
Family Members
Household Membership- Includes all persons living in the same household (up to two adults or heads of household) and all children living in the house aged 26 or less.

Individual Family Members who are physically or mentally disabled and living at the same legal residence as, and is/are a legal dependent of, the Bond Holder is/are exempt from the age restrictions, and shall continue to enjoy the club as a Family Member defined above.
Single Members
Individuals greater than 26 years of age must obtain his or her own bond as a Single Member regardless of physical address.
An Active Member is defined as a holder of a Bond in good standing, who has paid all required dues and assessments as required for the current season. Only active members in good standing are eligible to vote. Only one vote is allowed per Bond.

***See comment under Article VI, Section 5. Voting info is contradictory.

The adult (18 years of age or older) individual identified as the holder of the Bond (“Assignor”) may assign all rights of said Bond to the individual’s adult spouse, domestic partner, head of household, (“Assignee”) but only if the Assignee’s legal residence is the same as that of the Assignor. Proof of residency and age will be required prior to the assignment of a Bond. A request to assign the Bond must be in writing, and submitted to the Board. The term of the assignment shall be set forth in the written request. During the term of the assignment, the Assignor shall give up all rights bestowed by the Bond and these By-Laws, and the Assignee shall assume said rights for the term of the assignment.
Any member of the Club may withdraw from membership at any time, subject to the provision(s) in Article IX – DUES AND FEES. There will be no refunds of the current year’s fees, dues, premiums or assessments.
Members shall conduct themselves in a manner that promotes safety and the family-oriented purpose of the Club. No behavior or personal property that interferes with the safety, privacy, or enjoyment of the other members shall be tolerated at the Club. Violation of this provision shall subject the member to disciplinary action set forth in Article IV, Sections 6 and 11.
Any member violating any rules or By-Laws of the Club, may be suspended or expelled as a member after the procedures set forth Article IV are invoked. The suspension or expulsion of one member shall not affect the membership of any other member. If the expelled member is the Bond Holder, he or she will have the right to assign the Bond to an assignee as defined above in Section 3.
Once the maximum permitted Bonds (285) have been issued, all subsequent applicants will be placed on a waiting list in chronological order based upon the date the application was received. The applicants on the waiting list shall be admitted to the Club as vacancies occur. A vacancy shall be defined as a transfer of a Bond back to the Club, or a re-acquisition of a Bond in the Club for any reason.
At the sole discretion of the Board, a limited number of temporary memberships may be offered to wait-listed or prospective members, for the purpose of marketing the Club to attract new members. These memberships shall be active only from August 1 of the current calendar year to the last day of the season for that same year. The fee to be paid for the temporary membership shall be informed by the multi-year projection discussed in Article IV Section 13. The temporary membership fee must be paid in full no later than July 25 of that calendar year. The membership and its associated fees may be pro-rated or modified subject to review and approval by a majority vote of the Board.
The Board shall fix the conditions, terms and fees governing when guests of members may use the pool and facilities of the Club.
Any property damaged by any member shall be promptly paid for by the responsible adult member.
The Club assumes no responsibility to any person, member, guest or other, for any accident or injury that may occur at the Club.
The Club assumes no responsibility for any personal property that is brought into the Club by any member, guest or other.
The Board shall delegate to the Pool Manager, the authority to operate the Club facilities and the power to recommend disciplinary action against a member or members for violations of the rules and regulations of the Club. Notice of such recommendation shall be submitted to the Board within 24 hours of the occurrence. The Pool Manager has the authority to immediately remove any member or guest who engages in activity that threatens the health or safety of the individuals at The Club. The Pool Manager shall report directly to the Board on these matters within 24 hours of occurance.

ARTICLE IX – DUES AND FEES

The Board shall establish the amount of the annual fees, dues, premiums or assessments by January 31 of the year the fees, dues, premiums and assessments will be in effect. The amounts determined shall be presented to the members at the time of registration, and shall be paid in full on or before March 1. Failure to remit by March 1 will result in an automatic revocation of the offer, or revocation of the Bond. The amount of the fees, dues and premiums shall be informed by the financial Plan outlined in Article IV, Section 13.
No additional fees, dues, premiums or assessments will be made after the timelines outlined in Article IX, Section 1, except upon recommendation(s) of the Board and passed by a majority vote of the Active Members present, or by proxy, at a regular or special meeting scheduled, with 30 days advance notice provided to the members.
All members who hold a Bond shall be required to pay all dues, assessments, fees, charges and liabilities incurred each year, whether the pool facilities are used by them or not. This obligation shall continue until the member notifies the Club in writing of the member’s intention to resign.
No dues, fees or assessments shall be refunded in the event that the Club is required to suspend operations for any period of time.
Upon the termination of a membership, the member’s privileges to use the Club shall be null and void, and the member shall immediately pay in full all outstanding debts owed to the Club. Any unpaid debts shall be become a lien against the Bond, but said lien shall not serve as a limit on said members’ indebtedness. If the member does not surrender the Bond, it shall be cancelled on the books of the Club, and a new Bond issued in its place, for use by the newly admitted member.
The time and manner by which the holder shall be paid for his Bond shall be determined by the Board, subject to the provisions of these By-Laws. Each Bond shall be redeemed following the chronological order of the waitlist. If no wait list exists, the Bond Holder may recommend a replacement member, who will then be subject to Board approval, as is the case with all other members.
In any dispute concerning the payment of any monies due to the Club, a hearing shall be held before the Board. After the hearing, the Board will render a decision according to the applicable provisions of these By-Laws, and the Board’s ruling shall be final.
In the event of dissolution of the Club in any manner or for any cause, and in no other event, upon the effective dissolution date, each Bond shall be a lien upon the proceeds of the sale of the property of the Club, after payment of all it’s just debts and obligations and any outstanding loans, any funds remaining shall be distributed pro-rata among the existing Bond Holders of the Club, subject to reduction for any outstanding indebtedness due the Club by any individual Bond Holder.

ARTICLE X – COMMITTEES

The standing committees shall be: Finance, Pool and Grounds Maintenance and Swim Team.
The committees and the actions they take shall be fully-subject to these By-Laws, and the direction and authority of the President, to whom each committee chairperson shall report.
The President and Vice-President shall be ex-officio members of each committee.
Each committee shall be comprised of two or more members and the Chairperson. The committees shall meet as necessary, and report the results of said meetings to the President. Each committee shall keep minutes and records and shall work together to maintain the membership, aesthetics, safety and enjoyment of the Club.

DUTIES OF THE FINANCE COMMITTEE: Prepare the multi-year financial Plan discussed in Article IV Section 13 by coordinating with the Pool and Grounds Maintenance Committee. Review with and provide guidance to the Board regarding expected variances to the Plan within a given fiscal year.

DUTIES OF THE POOL AND GROUNDS MAINTENANCE COMMITTEE: maintain the structural integrity of the pool itself, and identify and conduct all work reasonably necessary to maximize the lifetime of the pool and the pool components. Maintain all buildings and grounds, and pool property. The committee will work to maintain the plumbing, cleanliness and aesthetics, while ensuring the property is in compliance with all county health and safety code requirements. One member shall be responsible for timely identifying and communicating to the Finance Committee all anticipated vendors, capital improvement needs, equipment and supplies, maintenance and repairs to the property, that are necessary for the approaching season.

DUTIES OF THE SWIM TEAM COMMITTEE:

The Green Woods Swim Team Committee shall be comprised of three or more individuals who shall serve in any combination of the following roles:

Head Coach(es), Lead Coordinator, Secretary, and a Southern Chester County Swim League (SCCSL) team rep. The Green Woods swim team uses the Club’s Tax Identification Number and their income is recorded with the Pools income on a jointly filed annual tax return.

Payroll for Managers, Assistant Managers, Lifeguards and Swim Team Coaches is approved by the Treasurer of the Club and is paid through the Club’s Pool Management Company. All Coaches and assistant coaches and their salaries must meet approval by the Board no later than May 1st of each year. Each individual hired for a paid swim team position is required to obtain the State Child Abuse Clearances, paid for at candidate’s expense. The Club pays for 75% of the coaches’ salaries and the Swim Team Committee pays 25% of the coaches’ salaries. The Swim Team is covered under the Club insurance policy.

Each Swim Team Committee position shall consist of a three year (3) term. By majority vote of the Swim Team parents, the term length of a position may be extended longer than three years. Swim Team Committee vacancies shall be filled by each Club bondholder with a registered swimmer casting a single vote. Such other committees as may be deemed necessary and desirable may be created and appointed by the Swim Team Committee.

ARTICLE XI – MISCELLANEOUS

Any questions as to the meaning or interpretation of any of the provisions of these By-Laws shall be directed to, and resolved, by the Board.
These Bylaws may be amended by a 2/3 vote of Active Members. Voting will be in person or by proxy, at the annual meeting or a special meeting of the Club, as long as thirty (30) days electronic notice is provided to the active members by the Secretary.

EXHIBIT A

Officer Duties of the Board of Directors

President

Organize and lead the Board of Directors.
Ensure that all of the essential duties and operations are properly carried out per the Bylaws, rules and policies and precedents.
Safeguard the investment of shareholders.
Schedule and conduct monthly board meetings (normally no meeting in December). During these meetings make sure each board member is up to date with the responsibilities of their position
Lead board meetings, see that agenda is covered, keep discussion under control and on subject
Keep committees active. Remind chairpersons to get things done, bearing in mind that the President must be prompt and efficient with his duties.
Call special meetings when needed and appoint special temporary committees.
Review, adjust, increase yearly budget with Finance Committee.
Analyze membership dues and fees and adjust accordingly when needed.
By design, the board will lose up to three members per year, actively look for new board members to replace those that will be finishing their three-year term.
Strategize with board members as to current and long-term capital expenditures.
Communicate with the members by writing the Annual membership letter and updates throughout the season. See that membership as a whole is notified about annual meeting.
Negotiate all contracts (with board’s approval) including pool management, grass cutting and landscaping, tree trimming, propane, plumbing, electrical, garbage, WiFi, Sirius, etc…
Coordinate that some or all members of the board meet the Manager, Assistant manager and Guards. Maintain a relationship with them and receive feedback as to what members are saying.
Insure that all necessary prep-work is done in a timely manner for the opening of the pool at 12:00 pm Saturday of Memorial Day weekend. Help with organizing Spring and Fall Clean up days.
Make sure each board member has the necessary tools, systems, etc… to perform their position.
Upon starting and leaving position, review and discuss responsibilities of position and any ongoing issues with previous and next elected President.

Vice President

To conduct meetings and assume responsibilities of the President when President is not available
To hire and supervise pool management company.
To set standards of performance of the staff.
To monitor performance of the staff.
To serve ex-officio on all committees.
To organize and host a function for the new staff to meet the board.
Encourage staff to get to know the members and engage them in conversation.
Front person to speak with members that are breaking the rules or need to be spoken with.
Serves as chairperson of any of the committees.
To aid the President in any way required.

Secretary

Special Meetings:

Upon written request of 25% of the active members to the Secretary requesting a special meeting and stating the purpose of the same, a special meeting of the club shall be called by the Secretary within thirty (30) days of such request. Notice of the special meeting must be mailed three (3) days prior to the date of the meeting stating the purpose of the same and advising that no other business will be transacted.
Special meeting of the Board of Directors may be called by the President and shall be called by the Secretary upon request of two members of the board.

Elections:

Seven days before the annual meeting, the Secretary shall give notice to all eligible voters of the independent nominations which have been received fifteen (15) days prior to the date of the annual meeting and which have been signed by fifteen (15) members.

Amending of By-Laws:

To amend By-Laws, it is the Secretary’s duty to give seven (7) days’ notice to active members of the proposed amendment and the date and time of the meeting to vote on the same.

Other Duties:

Record minutes of all meetings and distribute to Board members at least 2 weeks prior to the next meeting.
Notify Board members of meeting times and place.
Handle bulk mailings of dues, bills, newsletters, etc.

Treasurer

Function:

Keep accounts of club.
Collect revenues, dues and fees.
Pay bills as approved by the Board.
Deposit funds and execute payments of club as prescribed by By-Laws, Article IV, Section 7.

Pre-requisites:

Must have served on Board for one year.
Must be familiar with accounting procedures.
Must be able to keep record of accounts.
Must be familiar with By-Laws.

Limitations and Controls:

Treasurer shall be bonded.
All payments and disbursements must be authorized by Board action.

Criteria of Performance:

Attendance at all Board Meetings.
Reports presented when due, paying bills promptly when due.
Issuing statements to members promptly when due as determined by the Board.

Duties:

Collect all bills at least weekly from post office box, pay bills and record payments.
Collect receipts, record and deposit in bank accounts.
Keep record of Bond Redemptions and new Bond sales for inclusion in “Bondholders Equity” report.
Prepare financial stability report monthly. Reflect balance in checking account at month-end.
Supervise collection and auditing of guest fees as performed by pool staff.

Yearly Duties:

Act as liaison between Board and outside accountant retained by Board.
Provide necessary financial data so that outside accountant can prepare annual report and/or tax filing (Balance Sheet and Statement of receipts and disbursements).
Prepare a projection of income and disbursements for the coming fiscal year, for first monthly meeting after election.
Be prepared to discuss financial situation of club, particularly in regard to capital expenditures or major repairs or renovations.
Transfer all records, files, keys and procedures to incoming Treasurer.
Prepare financial Plan discussed in Article IV, Section 13.

Records:

Current and Prior bank statements, paper or online.
Accounting software or other system of record characterizing revenue and expenses.
Safe deposit box key.