The Woodledge Club, Incorporated Amended and Restated By-Laws

Amended and Restated as of September 12, 2023

 

Article I: Purposes

The purposes of the Corporation, as stated in the Certificate of Incorporation, are:

To acquire by purchase or otherwise a tract of land suitable as a site for a swimming pool; to construct, maintain and operate thereon a swimming pool; to provide and maintain on such a site a clubhouse, showers, tennis courts and associated equipment, snack bar and other desirable improvements; and to engage in such related activities as may be deemed desirable or essential;

To do any and all acts which may be lawfully done by a nonstock corporation; provided, however, that no part of the Corporation’s income is distributable to its members, directors, or officers and the Corporation shall not have or issue shares of stock or pay dividends.

Article II: Board of Directors

Section 1. Board of Directors:

The management of the affairs of the Corporation shall be in the hands of a Board of Directors (the “Board”) who shall serve without compensation. The number of Directors shall be determined by the Board and shall be  no less than three. 

Section 2. Director Election, Term, Resignation, Removal, Vacancy:

  1. Election: Directors shall include, but shall not be limited to, the Corporation’s officers set forth in Article III, Section 2(c) – (k) below, and shall be elected at each annual meeting of the members (and at any special meeting of the members called for such purpose) by a plurality of the votes cast by the members at a meeting at which a quorum is present.
  2. Term: The term of each director shall expire at the next annual meeting of the members following his or her election or until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. A decrease in the number of directors does not shorten an incumbent director’s term. The term of a director elected to fill a vacancy shall expire at the next annual meeting. Despite the expiration of a director’s term, such director shall continue to serve until his or her successor is elected or until there is a decrease in the number of directors.
  3. Resignation: A director may resign at any time by delivering written notice to the Board, its chairman or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
  4. Removal: The members may remove one or more directors with or without cause. A director may be removed by the members only at a meeting called for the purpose of removing such director and the meeting notice must state that purpose, or one of the purposes, of the meeting is removal of the director.
  5. Vacancy: If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of directorships, the vacancy shall be filled by the remaining Directors.

Section 3. Board Duties:

  1. The Board shall transact all Corporation business and make and amend rules for the regulation of the use of Corporation property.
  2. The Board may appoint and remove such officers or employees as it may deem necessary and may fix their duties and compensations.
  3. The Board shall fix, impose and may remit penalties for violations of these By-Laws and Rules of the Corporation.
  4. The Board may constitute and appoint committees and define the powers and duties of the same.
  5. The Board shall designate the bank or banks in which funds of the Corporation shall be deposited and determine the manner in which checks, drafts, and other instruments for the payment of funds of the Corporation shall be executed; provided, however, that the signatures of a minimum of two of the following officers shall be required for all withdrawals or other transfers in excess of Two Thousand Five Hundred Dollars ($5,000.00): President, Vice President, Treasurer.
  6. After the close of each fiscal year of the Corporation, the Board shall select independent certified public accountants to audit the financial transactions of the Corporation for the preceding fiscal year. A report of the audit shall be made available to the Board and to the members within six months after the close of the fiscal year and at all times thereafter.

Section 4. Board Meetings:

  1. Regular meetings of the Board shall be held during October, November, January, February, March, April, May, June, July and September, at such time and place as shall be designated by the President, notice of which shall be given by the Publication Secretary to each Director in person, by mail or electronically.. All regular meetings of the Board are open to the members.
  2. Special meetings may be held at the call of the President or at the request of three Directors submitted in writing by the Publication Secretary. The Publication Secretary shall give notice of any such special meetings by mail or by electronic notice to each Director at least three days prior to the date of such special meeting. All special meetings of the Board are open to the members.
  3. A Director’s attendance at or participation in a meeting waives any required notice to such Director of the meeting.
  4. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board. Each Director shall be entitled to one (1) vote and the vote of a majority of the Directors present in person at a meeting at which a quorum is present shall be the act of the Board unless a greater number is specifically required by these By-Laws, by the Corporations Certificate of Incorporation or by state law. If less than a quorum is present at a meeting, majority of the Directors present may adjourn the meeting, until a quorum shall be present. A Director may not vote or act by proxy at any meeting of the Directors.
  5. Any action required or permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken is unanimous by all of the Directors entitled to vote upon such action at a meeting. Such consent (which may be signed in counterparts) shall have the same force and effect as a vote of the Directors of committee members.

Article III: Officers Section 1. Officers Election, Term, Resignation, Removal, Vacancy:

  1. Election: The officers of the Corporation shall be elected, for a term commencing of election, by the

Directors at each annual meeting of the Board (and at any special meeting of the Directors called for such purpose) or at such later date specified by the Board. The Board shall elect a President, Vice President, and Treasurer, and such other officers as it deems expedient.

Directors may serve as officers, and up to two offices may be held by the same person; provided, however, that the offices of President, Vice President, and Treasurer shall be held by three separate individuals.

  1. Term: Each officer shall hold office for a term of one (1) year or until his or her successor shall have been duly elected and shall have qualified, or until his or her death, resignation, or removal.
  2. Resignation and Removal: An officer may resign at any time by giving written notice (which may include electronic notice) to the President or the Vice President of the Corporation. Such resignation is effective when the notice is delivered unless the notice specifies a later effective date. The Board may remove an officer at any time, with or without cause, by a majority vote of the remaining Board members. Election or appointment of an officer shall not in itself create contract rights.
  3. Vacancy: A vacancy in any office, however occurring, may be filled for the unexpired portion of the term by action of the Board.

Section 2. Officer Duties:

  1. In General: The officers of the Corporation shall have the authority and shall exercise the powers and perform the duties specified by these By-Laws, and shall have such additional authority, powers and duties consistent with these By-Laws as may be specified from time to time by the Board.
  2. President: The President shall preside at all meetings of the members and at all meetings of the Board. He or she shall have the power to appoint such committees as may be necessary with the approval of the Board, which committees shall act under the direction of the Board. The President shall have general authority to exercise all of the administrative powers usually appertaining to the office of president of a corporation.
  3. Vice-President: The Vice-President shall, under the direction of the President, attend to the operation and maintenance of the facilities and the grounds of the Corporation. In the absence or disability of the President, the Vice-President shall exercise the authority and perform the duties of the President.
  4. Treasurer: The Operations Treasurer shall be responsible for the collection and deposit of all funds of the Corporation and shall perform such duties with respect to the accounts, finances and financial obligations of the Corporation, as are usually performed by the treasurers of corporations.

 

Article IV: Member Meetings and Voting: Section 1. Member Meetings:

The annual meeting of the members of the Corporation for the election of Directors shall be held on or before September 30th each year, the specific date to be established by the Board. Special meetings of the members may be called at any time by call of the President or by call of three Directors, or by request of at least one-twentieth of the members of the Corporation, each such call or request to be communicated in writing to the Publications Secretary. The Publications Secretary shall notify all members in writing of each annual or any special meeting at least ten days prior to the date for any such meeting stating the date, place and hour thereof. As to any special meetings, the general purpose or purposes thereof must also be stated and no other business shall be transacted at such meeting.

Section 2. Quorum:

One twentieth of the members present in person, or by proxy, shall constitute a quorum at any meeting of the members.

Section 3. Voting:

Each member (or member family) shall be entitled to one (1) vote and the vote of a majority of the members present in person or by proxy at a meeting at which a quorum is present shall be the act of a the members unless a greater number is specifically required by these By-Laws, by the Corporation’s Certificate of Incorporation or by law.

Article V: Membership

Section 1. Membership:

The membership of the Corporation shall be of two types: General and Vested. The General membership will be either full-time or part-time (limited use or “light”); both General and Vested being participating memberships. The memberships convey the right to use all facilities owned by the Corporation and attendance at and participation in all activities sponsored by the Corporation, with the exception set forth below for those who have limited use memberships, as well as the responsibility to abide by the provisions of the By-Laws and the Pool and Ground Rules and such other rules as may be established from time to time by the Board. Within General and Vested membership types, the Board has the right to further refine or differentiate categories of membership and associated privileges should they see fit, pending a majority vote.Any member of any membership type  shall not be eligible for vesting until that member has been a member of the Club for a total of twenty (20) years, regardless of whether any of those years was as a full-time or limited-use member. General membership shall be conferred upon all members who have twenty (20) or fewer completed years of membership. General members are required to pay all fees and dues and to comply with policies of  the Corporation, as established by the Bylaws, the Pool and Ground Rules, and by the Board of Directors.

Vested membership shall be conferred upon full-time members who, as of September 1, 2020 or thereafter, have completed twenty (20) or more continuous years of membership. Membership which commences on or before September 1 in any calendar year shall be considered as one year of membership. Vested membership shall commence on the first day of the twenty-first year of membership; provided, however, that for any full-time member who has completed between twenty-one (21) and

twenty-five (25) years of continuous membership as of September 1, 2020, vested membership shall commence on January 1, 2021. Vested members shall be exempt from paying any annual dues and from such fees and responsibilities as determined by the Board of Directors. At a minimum, Vested members shall be exempt from workday responsibilities. Vested members will be required to maintain an equity investment in the amount specified in Article IV, Section 3 hereof. When a general member becomes vested, his or her general membership will be considered a vacancy to be filled according to these

By-Laws.

A membership may be held separately by an individual or jointly by people within the same household.. Each member family is entitled to one vote. Membership rights and responsibilities are extended to unmarried dependents in the immediate family of the member, but limited to residents of the member‘s household. If a son or daughter of a current General or Vested member family wishes to apply for membership in his/her own right, they shall be able to do so and will be placed in the first position in the waiting list (except for prior returnees).

To convert a jointly held membership to an individually held membership, or vice versa, written application shall be made to the Membership Secretary clearly stating the change desired. The application shall either be signed by both parties or shall be accompanied by other suitable written evidence stating the wishes of the involved party or parties. This procedure shall be accomplished within thirty (30) days of the written application. If the membership is not found in good standing, the provisions of Article V, Section 5, or Article VI, Section 5 shall apply. If a jointly held membership is converted to an individual membership, the spouse no longer a member after the conversion has the right to apply for membership at any future time. If the application is made within six months  from the conversion date, he (or she) shall then be given the first position (except for prior returnees and convertee applications) on the list of candidates for membership. After that time, the application shall be processed without special consideration.

The Board may provide special annual nonvoting membership privileges (not a membership) to  employees of the Corporation as a portion of the compensation. The Board may determine how many additional special memberships it offers annually.

Section 2. Method of Election:

To become a candidate for membership, the applicant must submit a completed application and any required application fees and applicable government taxes. 

Section 3. Membership Limits:

Membership in the Corporation shall not exceed 175 full time General members and an unlimited number of vested members. A member may not voluntarily or involuntarily transfer his membership or any right arising therefrom. The Board may increase or decrease the number of general memberships without the majority vote of the membership at a Special meeting called for such purpose.

Section 4. Resignation Due to Relocation:

When a member in good standing resigns his or her membership because of relocation of his or her actual residence out of the Glastonbury area, and thereafter resumes his or her actual residence in the area within a period of less than two years, he or she shall upon application for membership, made within two years of such resignation be given the first position (except for prior returnee applications) on the list of candidates for membership. When a member in good standing resigns his or her membership because of relocation of his or her actual residence out of the Glastonbury area, and thereafter resumes his or her actual residence in the area within a period of greater than two years, he or she shall upon application for membership be placed at the twentieth position on the list of candidates for membership.

Notwithstanding the foregoing, all applications for membership made pursuant to this Section shall remain subject to the requirements of these By-Laws with respect to election to and qualification for membership.

Section 5. Suspension and Expulsion:

Any member family or an individual of a member family, may be suspended for a period not exceeding three months by a two-thirds vote of the Directors present at any meeting of the Board, and may be expelled by a two-thirds vote of the full membership of the Board. The grounds for suspension or expulsion shall be (a) a violation of these By-Laws, or (b) a violation of the rules or regulations of the Corporation, or (c) conduct unbecoming a lady or gentleman, or (d) such other grounds as the Board in good faith may determine is in the best interests of the Corporation and its members. In the event of an apparent violation of the rights and responsibilities of membership and upon written complaint of a member, the Board shall investigate and take such action as deemed appropriate.

Section 6. Member Participation:

Effective for new members who join after 1/1/02: Within the first 5 years after joining the Club, one adult from each new membership will be required to participate/serve in one of the following roles:

  1. Board of Directors 
  2. Swim Team Co-Coordinator (4 Positions; 2-year term)
  3. Swim Team Concessions (2 Positions)
  4. Swim Team Official (must complete training and commit to volunteer for at least ½ of the season’s meets)
  5. Swim Team Starter (must complete training and commit to volunteer for at least ½ of the season’s meets)
  6. Swim Team Scorer (must complete training and commit to volunteer for at least ½ of the season’s meets)
  7. Swim Team Recordkeeper
  8. Any Social Event or Position approved by the Board

Should a member resign prior to completing 5 years’ membership at the Club and not have fulfilled their obligation to participate/serve in any of the above positions, no penalty will apply. Should a member resign after completing 5 years at the Club and not have fulfilled their obligation to participate/serve in any of the above positions within the first five years of their membership at the Club, then fifty percent (50%) of their Equity Investment will be kept by the Club and earmarked for reducing debt and/or Capital Improvements.

Article VI: Dues, Assessments and Investments:

Section 1. Dues and Fees:

The Board shall establish the annual dues of the members, to be payable on or before March 1st of each year. A fine of $40.00 plus any applicable government taxes per month shall be levied for late payment of dues more than thirty (30) days after the due date; (i.e., $40.00 if paid in April; $80.00 if paid in May).

Dues shall be established in an amount sufficient, but not greater than required, to provide for the reasonable operating expenses of the Corporation, the proper maintenance and minor improvement of its property, and a reasonable reserve for capital items and contingencies. Neither dues, nor any part thereof, shall be refunded in the event that club operations are required to be suspended for any period.

Members’ dues, when joining mid-season, are prorated. Refunds are determined by the Treasurer and/or President, and are based on the calendar year, not just the remaining months that the pool is operational for that season. 

Any member may resign at any time by delivering a written notice, which may be provided electronically, of resignation to the President or Membership Chair. A member who resigns before April 1st in a year shall not be liable for annual dues for such year. A member who resigns on or after April 1st in any year shall be liable for all fines levied and prorated dues for the time in which their membership was active.

The Board shall establish and approve the extent of fees plus any applicable government taxes to be levied in any given calendar year. The fees shall include work-day fees for non participation, property sitting fees for not being present at the pool for property sitting on the assigned date, guest fees and such other fees as the Board may assess from time to time. A schedule of fees for the calendar year shall be published and posted on the website.In any year in which a Member serves on the Board of Directors as Treasurer and satisfies all of the duties of such position, said Members shall be exempt from the payment of the annual dues of the members.

Section 2. Assessments:

The Board of Directors may, by the affirmative vote of two thirds of the full membership of the Board, adopt By-Laws levying assessments against members provided, however, such assessments shall not become effective until approved by the affirmative vote of a majority of the members present in person or by proxy at a special meeting of members called for the purpose of considering each such assessment.

An annual assessment will be levied on each member by a vote of the Board of Directors to cover spring clean-up and/or fall close-up activities. Additional fees for lack of participation can be determined by a Board of Directors majority vote.. 

Section 3. Equity Investment:

An equity investment of $1,000.00 plus any applicable government taxes shall be paid by each member within thirty (30) days of notification of election to membership.

In the event the equity investment is increased or decreased in the future, all general and vested members shall be required to maintain the equity investment levied on new general members.

The Treasurer shall act as agent of a resigning member to collect from the new member on behalf of the resigning member the equity investment. Resigning members shall not be entitled to receive the return of their equity investment until such time as the Treasurer has collected the equity investment from a new member.

Section 4. Initiation Fee:

A non-refundable initiation fee, determined by the Board of Directors, plus any applicable government taxes shall be paid by each new member concurrently with the equity investment.

Section 5. Indebtedness:

When any indebtedness of any member to the Corporation shall remain unpaid for a period of thirty (30) days after its due date, the membership of such member may, after fifteen (15) days written notice, be terminated by the Board.

Article VII: Amendment of By-Laws Section
1. Amendment of By-Laws:

Except as otherwise specifically provided herein, adoption, repeal or amendment of By-Laws shall be accomplished by:

  1. The affirmative vote of a majority of the full Board of Directors, plus the affirmative vote of a majority of the members present in person or by proxy at a special meeting of members called for the purpose of considering the action of the Board; or,
  2. The majority vote in person or by proxy of the full membership.

Section 2. Vote Required:

No By-law provision prescribing the vote required to take any particular action shall itself be amended by a lesser vote.

Section 3. Interpretation:

Any question as to the proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Directors, and all points of order not covered by the By-Laws shall be ruled upon according to Robert’s Rules of Order. All references to “mail” in these by-laws shall be interpreted to include either or both postal,  electronic mail or other electronic transmission.